The Company shall not be required to acquire, reserve, segregate or otherwise set aside any shares of its Common Stock for the payment of its obligations under the Plan, but shall make available as and when required a sufficient number of shares of its Common Stock to meet the needs of the Plan, subject to the terms and conditions of the Incentive Plan.

The Participant acknowledges and agrees that the RSUs do not evidence, and do not entitle the Participant to, any rights of a shareholder of the Company.

Participant’s Rights Unsecured; Limitation on Assignment. The right of the Participant or his designated beneficiary to receive a distribution hereunder shall be an unsecured claim against the general assets of the Company, and neither the Participant nor his designated beneficiary shall have any rights in or against the amount credited to his account or any other specific assets of the Company. The Company shall pay all benefits arising under this Plan and all costs, charges and expenses relating thereto out of its general assets. All amounts credited to an Account shall constitute general assets of the Company and may be disposed of by the Company at any such time and for such purposes as it may deem appropriate. Except as otherwise required by law, an Account may not be encumbered or assigned by a Participant or any beneficiary, or subjected to any charge or legal process. If any attempt is made to do so, or a person eligible for benefits under this Plan becomes bankrupt, the interest under this Plan of the person affected may be terminated by the Committee which, in its sole discretion, may cause the same to be held or applied for the benefits of one or more of the dependents of such person or make any other disposition of such benefits that is deemed appropriate and is consistent with section 409A of the Code.

The interest under the Plan of any participating Director and such Director’s right to receive a distribution of his or her Deferred Compensation Account and Stock Units shall be an unsecured claim against the general assets of the Company. The Deferred Compensation Account and Stock Units shall be bookkeeping entries only and no Director shall have an interest in or claim against any specific asset of the Company pursuant to the Plan.

Participant’s Rights Limited. You acknowledge that the Company and its Affiliates are subject to the supervisory authority of the Office of the Comptroller of the Currency (the “OCC”) as well as additional or successor financial regulators. Accordingly, the Company and its Affiliates may be bound by, and are subject to compliance with, any applicable order, rule or regulation of, memorandum of understanding with, or directive or consent, approval or no objection requirement of, the OCC or other supervisory authority or financial regulator.

Limitation of Rights. Nothing in this Plan shall be construed to # give any employee of the Company any right to be awarded an Incentive Compensation Award; # give a Participant any rights whatsoever with respect to shares of common stock of the Company; # limit in any way the right of the Company to terminate an Eligible Senior Executive’s employment with the Company at any time for any reason or no reason; # give a Participant or any other person any interest in any fund or in any specific asset or assets of the Company; or # be evidence of any agreement or understanding, express or implied, that the Company will employ an Eligible Senior Executive in any particular position or at any particular rate of remuneration.

Limitation of Rights. Nothing in this Plan shall be construed to:

Limitation on Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with [Section 3.01(e)] as though it were a Lender.

Neither a Participant nor any other person shall, by reason of the Plan, acquire any right in or title to any assets, funds or property of the Company or any Related Company whatsoever, including, without limitation, any specific funds, assets, or other property which the Company or any Related Company, in their sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the stock or amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Related Company. Nothing contained in the Plan shall constitute a guarantee that the assets of such companies shall be sufficient to pay any benefits to any person.

Limitation on Repurchase Rights. If an Option granted to a California Participant gives the Company the right to repurchase shares of Common Stock issued pursuant to the Plan upon termination of employment of such Participant, the terms of such repurchase right must comply with [Section 260.140.41(k)] of the California Regulations.