All About Business Accounts & Services Disclosure and Agreement

Transcription

1 All About Business Accounts & Services Disclosure and Agreement Effective January 1, 2009 Invest in you Visit us at unionbank.com

2 FREQUENTLY REFERENCED TOPICS This Disclosure and Agreement ( Agreement ) is intended to provide you with the rules and regulations applicable to the products and services you select. All sections applicable to the products and services you select should be read in their entirety. The following list describes frequently referenced topics and where they can be found in this Agreement. Information relating to the following topics may also be found in other sections of this Agreement. Check Hold Policy See page 93 in the General Banking Information section. Disputes For our dispute resolution policy, see below. Overdrafts/Nonsufficient Available Funds See page 43 in the Nonsufficient Available Funds section. Time Limits to Report Errors See page 59 for ATM Card or Debit Card errors, page 63 for Telephone Banking or Bill Pay errors, page 68 for Automated Clearing House (ACH) errors, page 75 for Wire Transfer errors, and page 104 for Reviewing Statements. The Federal Deposit Insurance Corporation (FDIC) has made important changes to the insurance coverage it provides for your bank deposits. New Deposit Insurance Limits Congress has temporarily increased FDIC deposit insurance from $100,000 to $250,000 per depositor, but only through December 31, Transaction Account Guarantee Program Union Bank of California is participating in the FDIC s Transaction Account Guarantee Program. Under this program, through December 31, 2009, all non-interest bearing deposit transaction accounts are fully guaranteed by the FDIC for the entire amount in the account. Coverage under the Transaction Account Guarantee Program is in addition to and separate from the coverage available under the FDIC s general deposit insurance rules. Deposit Insurance Unlimited in Amount for Non- Interest Bearing Deposit Transaction Accounts Effective October 14, 2008, all non-interest bearing deposit transaction accounts at Union Bank and other FDIC-insured institutions participating in the Transaction Account Guarantee Program, including all personal and business checking deposit accounts that do not earn interest, are fully insured for the entire amount in the deposit account.

3 Under the FDIC s rules for the Transaction Account Guarantee Program, the term non-interest bearing transaction account also includes: an interest bearing account maintained by a lawyer or law firm for clients whose terms provide that the interest from the account is not paid to the law firm or its clients, but rather is used to support law-related public service programs, such as providing legal aid to the poor. Such an account is often referred to as an IOLTA, for Interest on Lawyers Trust Accounts. our Tiered Interest Checking account for consumers, and our Business Tiered Interest Checking account (available only to sole proprietors, nonprofit organizations, and public agencies), but only for so long as the interest rate does not exceed 0.50%. Important Note for Non-Interest Bearing Transaction Accounts With an Overnight Sweep Feature: A non-interest bearing transaction deposit account may include an overnight sweep of the funds into an investment in Eurodollars or Repos, or into an investment in a Money Market Fund that invests in commercial paper or U.S. Treasury instruments, or a California tax-free Fund. If this is the case, then from the time that the funds are swept from the non-interest bearing transaction account, until the time that the funds are swept back into the non-interest bearing transaction account, the unlimited coverage under the Transaction Account Guarantee Program does NOT apply. This unlimited insurance coverage is temporary and will remain in effect at Union Bank of California and other participating institutions only through December 31, foreclose against collateral, or obtain provisional remedies. The Parties shall bear the fees and expenses of the Referee equally, unless the Referee orders otherwise. The Referee shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph. The Parties acknowledge that a jury will not decide the Claims. NON-LIABILITY FOR FAILURES OF OTHER COMPANIES Effective processing of your financial transactions may depend on the readiness of service providers other than the Bank. Such other service-providing companies include, but may not be limited to, originators of payments due you, recipients of payments you make, your Internet service provider (if you have one), and companies that provide your utilities and telecommunications services. To the maximum extent permitted by law, the Bank disclaims responsibility and liability for any delays, disruptions, or failures caused by such other companies. Simplified Rules for Insurance Coverage of Revocable Trust Accounts Effective September 26, 2008, the FDIC has simplified its rules for the insurance coverage of revocable trust accounts. The new rules provide at least as much coverage as the former rules, and are not subject to the expiration dates referenced above. For additional information relating to insurance coverage, ask for the brochure Your FDIC Insured Deposits, call the FDIC at , or visit the FDIC website at DISPUTES All claims, causes of action, or other disputes concerning this Agreement (each a Claim ), including all questions of law or fact relating thereto, shall, at the written request of any Party, be determined by Judicial Reference pursuant to the California Code of Civil Procedure. The Parties shall select a single neutral Referee, who shall be a retired state or federal judge. In the event that the Parties cannot agree upon a Referee, the Referee shall be appointed by the Court. The Referee shall report a Statement of Decision to the Court. Nothing in this paragraph shall limit the right of any Party at any time to exercise self-help remedies,

4 TABLE OF CONTENTS INTRODUCTION...1 Amendments...1 Checking Accounts: Sub-Accounts...1 Compliance with Laws and Regulations...2 Contacting You by Telephone...2 Customer Due Diligence...2 Customer Identification Program (CIP) Notice...3 Definition of Certain Terms...3 English Language Controlling...3 Headings...4 Internet Services...4 Notice of Withdrawal...4 Severability...4 Transfers and Assignments...4 Waivers...4 BUSINESS CHECKING ACCOUNTS...4 Nonprofit Checking...4 Business ATM Checking...5 Basic Business Checking...6 Small Business Checking...7 Business Tiered Interest Checking...8 Analyzed Business Checking...10 Interest On Lawyers Trust Account (IOLTA)...12 SIGNATURE BANKING SM...14 PRIORITY BANKING...17 FOREIGN CURRENCY DEMAND ACCOUNTS...20 OPTIONAL CHECKING ACCOUNT SERVICES...22 Business Overdraft Protection...22 Check Safekeeping...22 Linked Statement...23 BUSINESS SAVINGS ACCOUNTS...23 Business Savings Account...23 Business MoneyMarket Account...25 Business High Rate MoneyMarket SM Account...27 Business Premium MoneyMarket Account...30 GENERAL INFORMATION ABOUT BUSINESS CHECKING ACCOUNTS AND SAVINGS ACCOUNTS WITH CHECK WRITING PRIVILEGES...33 Account Statement...33 Bank-by-Mail Deposits...34 Changing from One Checking Plan to Another...34 Check Orders and Bank-by-Mail Kits...34

5 Checks with Restrictive Language or Notations...34 Check Processing Cutoff Hour...34 Check Writing Ink Color...35 Combined Balance Option for Service Charge and Activity Fee Waiver...35 Duplicate Checks and Check Numbers...36 Electronic Presentment...36 Examining New Checks...36 Facsimile Signatures...37 Image on Demand...37 Information Services Calls...37 Office Deposits...38 Postdated Checks...38 Processing Checks...39 Re-Presented Check Entries...40 Safeguarding Blank and Cancelled Checks...40 Stale-Dated Checks/Checks More Than Six Months Old...40 Stop Payments...41 Substitute Checks...43 NONSUFFICIENT AVAILABLE FUNDS (NSF)...43 All Checking and Savings Accounts All Withdrawal, Transfer, and Payment Transactions: Checks, ATM Withdrawals, ATM Transfers, Electronic Fund Transfers, Point-of-Sale (POS) Purchases, Telephone Transfers, Automatic Transfers, Pre-Authorized Debits, Wire Transfers...43 Continued Overdraft Fee...44 BUSINESS TIME DEPOSIT ACCOUNTS...45 Custom Time Deposit...45 Promotional Rate Time Deposit...45 Fixed Maturity Time Deposit...46 Payment Bond Time Deposit...46 Public Funds Time Deposit...46 Foreign Currency Time Deposit...47 GENERAL INFORMATION ABOUT BUSINESS TIME DEPOSIT ACCOUNTS...49 Interest...49 Automatic Renewal Provision...49 Early Withdrawal Fee and Compensating Fee...49 ELECTRONIC BANKING SERVICES...51 Checks Used to Initiate Electronic Fund Transfers from Your Account (Electronic Check Conversion)...51 Checks Returned Unpaid Due to Nonsufficient Available Funds; Electronic Fund Transfers Used to Collect Service Fees...52 Our Liability for Electronic Banking Transactions...52 ATM CARD, DEBIT CARD, AND DEBIT BUSINESSCARD SERVICES...52 ATM Card, Debit Card, and Debit BusinessCard...52 Types of ATM Cards, Debit Cards, and Debit BusinessCards...53 Union Bank ATMs...54 ATM Mini-Statements (Not Available with Deposit Card)...54 Network ATMs (Non-Union Bank ATMs)...55 ATM CARD, DEBIT CARD, OR DEBIT BUSINESSCARD PURCHASES...55 Point-of-Sale Transaction Holds...55 Rules Governing Union Bank ATMs, ATM Card, Debit Card, and Debit BusinessCard Transactions...56 Safeguarding ATM Cards, Debit Cards, and Debit BusinessCards...57 ATM and Night Depository Safety...58 Documentation of Transfers...58 UNAUTHORIZED OR ERRONEOUS TRANSFERS AND LOST OR STOLEN CARDS...58 BusinessCard Liability Not Limited...58 In Case of ATM or Purchase Errors or Check-Conversion or Electronic Returned-Check Fee Collection Errors...59 TELEPHONE BANKING...60 Automated Direct Service...61 Telephone Banking Access...61 Telephone Banking Pricing...61 Telephone Transfers...61 Changes in Service...62 Telephone Banking Bill Pay Option (for Sole Proprietors Only)...62 Telephone Banking Bill Pay Option Limits...63 Telephone Banking Bill Pay Option Suspicious Payments/Transfers...63 Reviewing Statements for Telephone Banking Transactions; Time Limits for Reporting Telephone Banking Claims...63 COMMERCIAL CUSTOMER SERVICE...64 Automated Customer Service Access...64 Commercial Customer Service Prices...64 Changes in Service...64 Reviewing Statements for Automated Customer Service Transactions; Time Limits for Reporting Automated Customer Service Claims...64

6 AUTOMATED CLEARING HOUSE (ACH) SERVICES...65 Applicable Law Regarding ACH Transfers...65 Inconsistent Name and Account Number...65 Notice of Receipt for ACH Transactions...65 ACH Provisional Payment...65 Direct Deposits and Pre-Authorized Transfers...65 ACH Electronic Payment Authorization (EPA)...66 ACH Universal Payment Identification Code (UPIC)...66 ACH Blocks...66 High-Risk ACH Originators...66 Canceling Electronic Payments Made Via ACH...66 Reviewing Statements for ACH Transactions; Time Limits for Reporting ACH Errors...68 ACH Inquiries and Reporting Errors...68 Third-Party Sender...69 COMMERCIAL CASH SERVICES...69 Order and Delivery of Currency and Coin...70 BSA/CTR/OFAC Compliance for Financial Institution Clients...71 INSTATAX...71 Federal Tax Deposits...71 State Tax Deposits...72 Terms and Conditions...72 WIRE TRANSFERS...73 Amending or Canceling Payment Orders...74 Cutoff Time for Payment Orders...74 Identification of Intermediary or Beneficiary s Bank...74 Inconsistent Name and Account Number...74 Intermediary Bank Fees...74 Notice of Wire Transfers...74 Provisional Payment...75 Reporting Errors...75 Sending Funds Outside the United States...75 SAFE DEPOSIT SERVICE...75 Access to Your Safe Deposit Box...76 Storage of Prohibited Materials...76 Union Bank s Responsibility...76 Access Upon Death of a Co-Renter...77 Adverse Claims...77 Legal Process...77 Lost Keys...77 Termination and Amendment...77 Safe Deposit Box Fees...77 Relocation of Box...78 MISCELLANEOUS CHARGES...78 GENERAL BANKING INFORMATION...78 Account Ownership...78 Adjustments and Deposit Corrections...79 Attorneys-in-Fact, Representative Payees, and Other Fiduciaries...80 Authorized Signers, Disputes, and Conflicting Demands...80 Cashing Checks for Non-Clients...81 Change of Name, Address, or Signers...82 Checks and Deposit Slips Changes to Banking Information...82 Checks Sent for Collection...82 Choice of Law...83 Claim of Loss...83 Closing an Account...84 Collection of Fees...84 Copies of Items Drawn Against Your Account...84 Credit Verification...85 Death or Incompetence...85 Delivering Statements and Notices...85 Deposits...86 Deposits Service Center and Cash Vault Deposits Transport and Delivery by Carrier/Courier...88 Direct Deposit...91 Electronic Alerts...91 Endorsements/Back of Check...92 FDIC Insurance...92 Fingerprinting...92 Holds on Funds...93 Identification...94 Inactive Accounts Unclaimed Property...94 Income Tax Reporting...95 Income Tax Withholding...95 International Transactions...96 Large Cash Withdrawals...96 Legal Process...96 Limitation on Time to Sue...97 Negotiating Checks Payable to a Business or Trust...97 Night Depository Service...97 Opening Additional Accounts...98 Other Agreements...99 Power of Attorney...99 Purchase of Monetary Instruments...99 Record Search...99 Release of Account Information...99

7 Returned Items (Charged Back and Re-Cleared Items) Returned Items Custom Services Centralized Returns Using an Alternate Bank of First Deposit Returned Items Notification Reviewing Statements Right of Setoff, Endorsement Claims, and Reclamations Safeguarding Telephone Transactions Security Interests Telephone Monitoring Transaction Information Requirements Transaction or Instruction Requests Not Made in Person Withdrawals by Third Parties INTRODUCTION Welcome to Union Bank of California, N.A. Your account is backed by the reputation and resources of one of the largest banks on the West Coast, as well as by coverage of the Federal Deposit Insurance Corporation (FDIC) to permissible limits. This disclosure contains the terms of our agreement (Agreement) with you, and applies to Union Bank offices and transactions taking place in California, Oregon, and Washington. When you sign the Bank Depositor Agreement (signature card), you and each authorized signer on your account agree each account you have with us is subject to this Agreement, to applicable fee schedules, and to our policies and practices. This Agreement supersedes all previous Agreements. The accounts and services described in this Agreement are subject to service charges, as well as to minimum opening deposit and balance requirements. The prices for some Union Bank products and services may vary from state to state. The price for each state is based on the address of your banking office. The price is not determined by your state of residence. In this Agreement, you will find a description for each account and service we offer. For fees, refer to the applicable Business Fee Schedule or other written fee disclosure(s) that we have provided you. Except as otherwise required by law, the provisions of this Agreement are governed by, and interpreted according to, California and federal law. Your transactions will not be effective until we receive and process them in California, Oregon, or Washington. Amendments We may change (add to, delete, or alter) the terms of our Agreement with you and our fee schedules at any time by delivering or mailing a notice or an amended Agreement to you at the last address on file for your account. We may deliver such notices or amendments electronically if you have otherwise agreed to communicate with the Bank electronically. By using our services after changes become effective, you are agreeing to the changes. You are responsible for notifying other authorized signers of changes. Checking Accounts: Sub-Accounts Each checking account consists of a master account and two subaccounts: a transaction sub-account and a savings sub-account. At the beginning of the month we allocate funds between the two sub-accounts as we deem appropriate. Your checks and other items are paid from the transaction sub-account. Funds are transferred from the savings sub-account to the transaction sub-account as needed to cover checks and other transactions. On the sixth transfer from the savings sub-account during a statement period, all of the funds from the savings sub-account will be transferred to the transaction sub-account. Your access to your checking account occurs at the master account level, and your periodic statements will reflect 1

8 transactions at the master account level, without reference to either sub-account. The master account and the sub-accounts are maintained on the Bank s books, but you do not have direct access to the sub-accounts. Except as provided in this paragraph, the provisions of this Agreement apply to your checking account as a whole. If you have an interest bearing checking account, the interest rate for your account applies to the combined balance of the sub-accounts, and a single interest rate will appear on periodic statements. We will use the combined balance of the subaccounts to determine if your checking account qualifies for applicable waivers of charges and activity fees. Compliance with Laws and Regulations When you do business with us, you agree to comply with all applicable laws, regulations, rules, or ordinances, and orders of governmental and governing authorities having jurisdiction over your organization, and federal and state privacy laws and anti-money laundering laws. You agree not to use your accounts or our services for any unlawful purpose. Contacting You by Telephone By opening or maintaining an account or safe deposit box with us, you give us and our authorized representatives your express consent to contact you by telephone, whether cellular (mobile) phone or land line, to communicate with you about any aspect of your banking relationship with us, including without limitation debts or other obligations that may arise from time to time under this Agreement or under any agreement referenced herein. You expressly consent to the use of prerecorded messages, artificial voices, and/or autodialed calls when we contact you by telephone. Customer Due Diligence To aid the Bank in complying with the Bank Secrecy Act and related laws and regulations, we may also ask you for specific information regarding the nature of anticipated activity, the sources of your funds, the purposes of transactions, the relationship you have with persons to whom you send funds and the persons who send funds to you, the anticipated frequency of such transactions, the ultimate beneficiaries of funds you send and receive, and other questions that may help to clarify the nature and purpose of transactions. The Bank may, at its sole discretion, elect not to open an account, or to close any existing account, with or without cause. This will typically be done if we are not able to understand the purpose of the account, the structure of an organization, the authority of the signers, the documentation provided, or the general risk associated with the establishment of the account. The Bank may elect not to disclose the specific reason. Customer Identification Program (CIP) Notice To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person and/or entity that opens an account, and to understand the anticipated activity of the account. What this means to you: When you open an account, we will ask for your name, street address, date of birth (for individuals), and other information that will allow us to identify you. We will also ask to see your driver s license, tax identification number, or other identifying documents. Definition of Certain Terms Annual Percentage Yield (APY) Annual Percentage Yield (APY) is the total amount of interest paid on an account, based on the interest rate and the frequency of compounding for a 365-day period, and is expressed as a percentage. Current APY and interest rate information is available when you call Telephone Banking at and select option 6 and then 3, or you may contact any of our banking offices. Business Days Our business days are Monday through Friday, excluding legal holidays. Check The word check used in this Agreement includes draft, substitute check, item, or similar paper instrument, and an item presented to us electronically or via an image (copy) of the item. Owner In this Agreement, the term owner includes sole proprietors, the general partners of a partnership, the members and managers of a limited liability company, the senior officers of a corporation (even though officers named by the corporation s directors are only representatives of the corporation s true owners, the shareholders), and authorized officials of public agencies. When this Agreement discusses actions only owners can take, we will use the term owner. Otherwise, the term authorized signer includes owners. We, our, us, and the Bank The words we, our, us, and the Bank refer to Union Bank, and the words you and your refer to the owners or authorized signers of an account. English Language Controlling You agree that English is the controlling language of this Agreement and of all of the accounts and services described or referred to herein. In case of any disagreement between English and another language we may use in communicating with you in writing, the English language version is controlling, unless we agree otherwise with you in writing, or the laws governing your account specifically require a different result. You agree that all written instructions you give us, for example, traditional paper checks, will be in English. You further agree that we may decline to process any check, draft or other instrument for the payment of money written in a language 2 3

9 other than English, whether issued by you or another person, without liability on our part. Headings Headings are for convenience only and are not part of this Agreement. Internet Services Products and services on our website, unionbank.com, provide access to your personal and/or business information, including performing financial transactions, accessing your account statements, opening accounts, obtaining various types of information on your accounts, placing stop payments, initiating wire transfers, using our Automated Clearing House (ACH) service, viewing actual images of paid checks, and sending us financial information. Your use of our online services is subject to the terms and conditions contained in disclosures and agreements for online banking services. Notice of Withdrawal Federal regulations require the Bank to reserve the right to require seven days written notice for any withdrawal from Business Savings, Business Tiered Interest Checking, Business MoneyMarket, Business High Rate MoneyMarket, and Business Premium MoneyMarket accounts, and any Business Checking account owned by a Public Agency. While the Bank must reserve this right, it is not our general policy to exercise it. Severability If any provision of this Agreement is determined to be void or invalid, the rest of the Agreement will remain in full force and effect. Transfers and Assignments You may not grant, transfer, or assign any of your rights to an account without our prior written consent. Account ownership is not transferable. Waivers We may delay enforcing our rights under this Agreement without losing them. Any waiver by us will not be deemed a waiver of other rights, or of the same right at another time. BUSINESS CHECKING ACCOUNTS Nonprofit Checking This account is designed for not-for-profit corporations and not-for-profit unincorporated associations with low or moderate account activity and cash handling needs. The account is free of the regular monthly service charge. The following services are included for no monthly fee. If the services used exceed those included for no monthly fee, charges will be assessed for each additional service used, regardless of your account s average balance. Miscellaneous account charges also apply to this account. For fees, refer to the applicable Business Fee Schedule. Included each month at no charge: Unlimited number of deposits each month Unlimited check writing (subject to available account balance) $1,000 total in currency and/or coin deposited monthly Unlimited banking office Information Services Calls Unlimited Telephone Banking Information Services Calls Note: Business ATM and Debit BusinessCards are not available with the Nonprofit Checking account. For additional information about checking accounts, refer to the General Information About Business Checking Accounts and Savings Accounts with Check Writing Privileges section on page 33 of this Agreement. For additional information about general banking services, refer to the General Banking Information section on page 78 of this Agreement. Business ATM Checking This account is designed for businesses with a low volume of activity, and few or no cash deposits. A Debit BusinessCard, a Full-Service ATM Card, or a Deposit Only ATM Card is included with this account. The monthly charge on your account is a combination of a regular monthly service fee plus per-check fees if more than 50 checks are presented during your monthly statement period. Your account is not subject to the regular monthly service charge if you maintain the required daily minimum balance, monthly average balance, or combined balance in your Business ATM Checking and designated savings, money market, and time deposit accounts. Up to 50 checks may be presented during each monthly statement period at no charge. A charge for additional checks presented is assessed, regardless of your balance. If a monthly service charge is assessed, it will be deducted from your account monthly. Miscellaneous charges also apply to this account. For fees, refer to the applicable Business Fee Schedule. For a complete description of how the combined balance is computed, refer to the Combined Balance Option for Service Charge and Activity Fee Waiver section later in this Agreement. Included in the monthly fee: 50 checks presented online payments, which we complete by sending the payee a check, count toward the 50-check limit $1,000 total in currency and/or coin deposited Five office deposits Three banking office Information Services Calls Three Telephone Banking Personal Information Services Calls Unlimited Telephone Banking Direct Information Services Calls 4 5

10 Note: There is no charge for additional Information Services Calls for accounts in Oregon and Washington. If your Business ATM Checking account has a high volume of activity, we may review it to determine whether it should be converted to Basic Business Checking, Small Business Checking, or Analyzed Business Checking. If we plan to convert your account, we will notify you at least 30 days in advance. Your account will then be subject to the fees and charges of the account to which it is converted. For additional information about checking accounts, refer to the General Information About Business Checking Accounts and Savings Accounts with Check Writing Privileges section on page 33 of this Agreement. For additional information about general banking services, refer to the General Banking Information section on page 78 of this Agreement. Basic Business Checking This account is designed for businesses with a low volume of account activity. The monthly service charge on your account is a combination of a monthly fee plus a per-check charge if more than 100 checks are presented during your monthly statement period. The per-check charge will be assessed regardless of your balance. Your account is not subject to the monthly service charge if you maintain the required daily minimum balance, average monthly balance, or combined balance in your Basic Business Checking and designated savings, money market, and time deposit accounts. If a monthly service charge is assessed, it will be deducted from your account monthly. Miscellaneous charges also apply to this account. For fees, refer to the applicable Business Fee Schedule. Included in the monthly fee: 100 checks presented online payments, which we complete by sending the payee a check, count toward the 100-check limit $1,000 total in currency and/or coin deposited Ten office deposits Three banking office Information Services Calls Three Telephone Banking Personal Information Services Calls Unlimited Telephone Banking Direct Information Services Calls The charge for additional office deposits and Information Services Calls can be avoided with the required combined balance. For a complete description of how the average monthly ledger combined balance is computed, refer to the Combined Balance Option for Service Charge and Activity Fee Waiver section later in this Agreement. Note: There is no charge for additional office deposits or Information Services Calls in Oregon and Washington. If your Basic Business Checking account has a high volume of activity, we may review it to determine whether it should be converted to either Small Business Checking or Analyzed Business Checking. If we plan to convert your account, we will notify you at least 30 days in advance. Your account will then be subject to the fees and charges of the account to which it is converted. For additional information about checking accounts, refer to the General Information About Business Checking Accounts and Savings Accounts with Check Writing Privileges section on page 33 of this Agreement. For additional information about general banking services, refer to the General Banking Information section on page 78 of this Agreement. Small Business Checking This account is designed for businesses with moderate account activity and cash-handling needs. The monthly service charge on your account is a flat fee. Your account is not subject to this monthly service charge if you maintain the required monthly average balance or combined balance in your Small Business Checking and designated savings, money market, and time deposit accounts. If a monthly service charge is assessed, it will be deducted from your account monthly. The following services are included in the monthly fee. If the services used exceed those covered by the monthly fee, charges will be assessed for each additional service used, regardless of your account s average balance. Miscellaneous account charges also apply to this account. For fees, refer to the applicable Business Fee Schedule. Included in the monthly fee: Unlimited number of deposits each month, 10 of which may be office deposits 250 items deposited 150 checks presented online payments, which we complete by sending the payee a check, count toward the 150-check limit $1,000 total in currency and/or coin deposited $5,000 in currency furnished by the Bank 25 rolls of coin furnished by the Bank Three banking office Information Services Calls Three Telephone Banking Personal Information Services Calls Unlimited Telephone Banking Direct Information Services Calls Night depository The charge for additional office deposits and Information Services Calls can be avoided with the required combined balance. For a complete description of how the average monthly ledger combined balance is computed, refer to the Combined Balance Option for Service Charge and Activity Fee Waiver section later in this Agreement. 6 7

11 Note: There is no charge for additional office deposits or Information Services Calls for accounts in Oregon and Washington. If your Small Business Checking account has a high volume of activity, we may review it to determine if it should be converted to Analyzed Business Checking. If we plan to convert your account, we will notify you at least 30 days in advance. Your account will then be subject to the fees and charges of the account to which it is converted. For additional information about checking accounts, refer to the General Information About Business Checking Accounts and Savings Accounts with Check Writing Privileges section on page 33 of this Agreement. For additional information about general banking services, refer to the General Banking Information section on page 78 of this Agreement. Business Tiered Interest Checking Business Tiered Interest Checking is an interest-earning checking account available only to sole proprietors, nonprofit organizations, and public agencies. The monthly service charge on your account is a flat fee. Your account is not subject to this monthly service charge if you maintain the required daily minimum balance, monthly average balance, or combined balance in your Business Tiered Interest Checking and designated savings, money market, and time deposit accounts. If the balance falls below the required balance, there is a monthly service charge. Up to 100 checks may be presented during each monthly statement period. However, there is a charge for additional checks, regardless of your balance. If a monthly service charge is assessed, it will be deducted from your account monthly. Included in the monthly fee: 100 checks presented online payments, which we complete by sending the payee a check, count toward the 100-check limit $1,000 total in currency and/or coin deposited Ten office deposits Three banking office Information Services Calls Three Telephone Banking Personal Information Services Calls Unlimited Telephone Banking Direct Information Services Calls The charge for additional office deposits and Information Services Calls can be avoided with the required combined balance. For a complete description of how the average monthly ledger combined balance is computed, refer to the Combined Balance Option for Service Charge and Activity Fee Waiver section later in this Agreement. Note: There is no charge for additional office deposits or Information Services Calls for accounts in Oregon and Washington. If your Business Tiered Interest Checking account has a high volume of activity, we may review it to determine if it should be converted to Analyzed Business Checking. If we plan to convert your account, we will notify you at least 30 days in advance. Your account will then be subject to the fees and charges of the account to which it is converted. If your Business Tiered Interest Checking account is analyzed, we will deduct any interest accrued from the earnings allowance. Interest The interest rate on your account is based on market conditions and your daily collected balance, and is set at our discretion. Your interest rate and Annual Percentage Yield (APY) may change as often as daily. Interest rates and APYs for different balance range tiers are listed on the Interest Rate Sheet, which is given to you as part of this Agreement when you open an interest-earning account. Each day your collected balance will fall within one of the balance range tiers listed. The interest rate and APY for that particular balance range apply to the entire collected balance in your account that day. We reserve the right, from time to time, to apply the same interest rate to more than one tier. Interest for your account is compounded daily using a 365-day year (366 days each leap year), credited monthly, and calculated based on your interest-earning balance. Your interest-earning balance consists of your account balance at the end of each banking day, excluding any funds from deposited checks drawn on other financial institutions that have not yet been made available to us by the Federal Reserve Bank or other correspondent banks. Funds for deposited checks drawn on other financial institutions usually begin to earn interest in one to two business days, depending primarily on the location of the financial institutions on which the checks are drawn. No interest accrues unless the principal balance in the account is sufficient to earn at least 1 10 per day at the daily periodic rate in effect. Interest earned is credited to your account monthly. Note: For accounts with special statements, such as daily, weekly, dated, or flexible, the interest will be paid to your account on the last business day of the month. Interest on Business Tiered Interest Checking Accounts Owned by Public Agencies Interest is calculated based on a 360-day year, compounded daily, calculated on your interestearning balance, and credited monthly. No interest accrues unless the principal balance in the account is sufficient to earn at least 1 10 per day at the daily periodic rate in effect. Interest is credited to your account monthly. The interest rate is subject to market conditions. We can change the interest rate as often as daily. For additional information about checking accounts, refer to the General Information About Business Checking Accounts and Savings Accounts with Check Writing Privileges section 8 9

12 on page 33 of this Agreement. For additional information about general banking services, refer to the General Banking Information section on page 78 of this Agreement. Analyzed Business Checking Accounts on analysis typically have a high volume of activity or are linked to cash management services. Account analysis is used to assess Bank fees and other charges on accounts maintained by both profit and nonprofit organizations, whether sole proprietorships, partnerships, unincorporated associations of persons, corporations, public agencies, or other organizations. The Bank periodically reviews an account s activity to determine if it should be added to account analysis. We will notify you at least 30 days before we add an account to analysis. You may request that one or more accounts be added to account analysis; however, the decision is the Bank s. Fees and Charges Bank fees and other charges assessed against an account on analysis are documented in the appropriate analyzed fee schedule provided by the Bank. Your monthly service charge for each settlement period, which is normally assessed monthly unless other arrangements are made, is based on the activity of your account and the fees associated with that activity, as described in the applicable Business Fee Schedule. The Bank will calculate an earnings allowance for your account based on your balance available to support activity for each settlement period. The balance available to support activity is calculated as follows: ledger balance plus funds advanced; plus or minus adjustments; minus uncollected funds; minus legal reserves; minus other compensating balance requirements that may be required to offset charges for Bank services. The resulting balance is referred to as the balance to support activity, and is used to calculate your earnings allowance by applying the earnings credit rate to this balance on a monthly basis. For interest-earning accounts, the interest accrued or paid for the month is deducted from the earnings allowance for the month. If your monthly service charge during the settlement period is the same as or less than your earnings allowance, you are not assessed a monthly service charge. If your monthly service charge for the settlement period exceeds your earnings allowance, you will be charged for the amount by which your monthly service charge exceeds your earnings allowance. We will charge your account for the amount due within 30 days from the end of the settlement period. If you are invoiced, we will send an invoice for the amount due approximately two weeks after the end of the settlement period. You agree either to have your account charged by the Bank or to pay the invoice upon receipt. Any excess earnings allowance will not be paid to you and does not accumulate from settlement period to settlement period. Balance Definitions The ledger balance is the average daily balance of all entries made to an account, whether or not they are collected or available for withdrawal. Legal reserves are the percentage of deposits that the Bank is legally required to keep with the Federal Reserve Bank. This rate is determined by the Federal Reserve Bank and is calculated on your collected balances, plus uncollected funds advanced. Other compensating balances may include special pricing for loans or other services that may be agreed upon in return for maintaining a minimum average collected balance in your account. Earnings Credit Rate Your Earnings Credit Rate appears on each analysis statement. Your Earnings Credit Rate is determined by the Bank, and is set each month based on market conditions, account balances, and market segment. The rate is subject to change without prior notice to you. The Bank s current Earnings Credit Rate may be obtained by contacting any office of the Bank or your account officer. You agree that we need not notify you in advance of any change in the Earnings Credit Rate. Reference Rate The Reference Rate is the rate of interest periodically indicated by the Bank to be its Reference Rate, and is determined by a variety of factors affecting the Bank. The Bank s current Reference Rate may be obtained by contacting any office of the Bank or your account officer. The Bank s Reference Rate and charges tied to the Reference Rate may vary as often as daily. You agree that we need not notify you in advance of any change in the Reference Rate. Statements You are requested to review your Account Analysis Statement within 30 days of the statement or billing date, and report to us in writing within this time any inaccuracies, errors, or questioned entries. If we receive a written notice from you within this 30-day period, we may make correcting entries or revisions, when appropriate, for the most recent period covered by analysis. If we do not receive a written notice from you within this 30-day period, we will view this as your agreement to the stated charges. Termination of Analysis Service The Bank may terminate analysis service on an account upon 30 days written notice. In such a case, any remaining amounts payable may be charged to your account. Multiple Accounts More than one account may be linked on account analysis for purposes of determining monthly service charges and the earnings allowance. Ownership of the accounts linked for account analysis may differ. If multiple accounts are used to determine the monthly service charges and earnings allowance, one of the accounts will be designated the master account, and the owner is deemed responsible and liable to the Bank for the monthly service charges on all linked accounts. By including an account under analysis, the account owner waives any requirement for notice in advance of a change in a charge tied to the Reference Rate. Note: If your business is a law firm and has an Interest on Lawyers Trust Account (IOLTA), the IOLTA cannot be linked to analyzed accounts

13 Overdrafts and Uncollected Funds Interest charges for funds advanced, due to overdrafts or the use of uncollected funds during the settlement period, are determined by using the Bank s Reference Rate plus a differential. For additional information on overdrafts and uncollected funds, see the Nonsufficient Available Funds section. Note: Uncollected funds represent the proceeds of deposited checks for which we have not yet received credit from the banks on which they are drawn. Collected funds are determined based upon the availability schedule of the Bank, which may change from time to time without notification. Ask your account officer or other bank representative for a copy of your availability schedule, if needed. If we do not place a hold on your deposited funds, even uncollected funds are available for withdrawal or to pay checks you have written. However, when you use uncollected funds, there is a charge computed as described below. We may advance funds, from time to time, to cover checks or other items drawn against nonsufficient or unavailable funds. If we do so, and unless a different rate is expressly agreed to in writing, we will charge interest daily on the funds advanced at the rate published in the then-current Business Fee Schedule Accounts on Analysis that applies to your account. For unavailable funds, the daily rate is calculated using a 360-day year and computed on the daily usage of unavailable funds for the month. For overdrafts, the daily rate is also calculated using a 360-day year. Interest is assessed from the date an overdraft balance is incurred, and then added to the overdraft balance, along with any overdraft fees assessed. If for any reason we decide to waive interest charges or overdraft fees for a particular overdraft, we reserve the right to charge interest on other overdrafts without prior notice to you. Unless we have made special arrangements for your account, analysis earnings are not available to cover overdraft or nonsufficient available funds interest or fees, whether the items are paid or returned. Interest and fees may be charged directly to your account. For additional information about checking accounts, refer to the General Information About Business Checking Accounts and Savings Accounts with Check Writing Privileges section on page 33 of this Agreement. For additional information about general banking services, refer to the General Banking Information section on page 78 of this Agreement. Note: Your IOLTA cannot be linked to other accounts owned by your law firm for purposes of analysis. Service charges on the account are assessed as permitted by the appropriate state bar association. In the absence of guidelines from the state bar association prohibiting assessment of a service charge, the regular monthly service charge is deducted from the interest that is earned on the account. No other fees or service charges may be deducted from the interest or dividends earned on an IOLTA account. For this reason, fees for additional services must be paid at the time the services are used or charged to a non-iolta account you have with us. If you are holding clients funds in more than nominal amounts or for more than a short time, you may open a non-iolta savings, time deposit, or other type of account designated Trust, Clients Funds, or the like. Interest The interest rate on the IOLTA is set according to state law and guidelines published by the appropriate state bar association. In the absence of statutory or state bar association interest rate guidelines, the interest rate is based on market conditions and is set at our discretion. Interest for your account is compounded daily using a 365-day year (366 days each leap year), paid monthly, and calculated on your interest-earning balance. Your interest-earning balance consists of your account balance at the end of each banking day, excluding any funds from deposited checks drawn on other financial institutions that have not yet been made available to us by the Federal Reserve Bank or other correspondent bank. If the account is closed before the monthly statement cycle, all earned interest will be forfeited. Funds for deposited checks drawn on other financial institutions usually begin to earn interest in one to two business days, depending primarily on the location of the financial institutions on which the checks are drawn. No interest accrues unless the principal balance in the account is sufficient to earn at least 1 10 per day at the daily periodic rate in effect. The interest will be used to pay any applicable regular monthly service charge. All interest in excess of the regular monthly service charge will be sent to the appropriate state bar association. Interest On Lawyers Trust Account (IOLTA) This checking account is available to all attorneys and law firms wishing to open an interest-earning trust account, as required by law, for the purpose of receiving and disbursing certain client funds that are nominal in amount or on deposit for a short time. The interest earned, less the regular monthly service charge, if applicable, is paid to the appropriate state bar association for providing legal services for indigent people

14 SIGNATURE BANKING SM Signature Banking offers businesses and individuals (for individuals, see our All About Personal Accounts & Services Disclosure and Agreement for details), with minimum combined account balances of $10,000 or more in Union Bank deposit accounts and/or assets held with Union Bank subsidiaries and affiliates, including UnionBanc Investment Services, 1 discounts on products and complimentary services. Terms and conditions of Signature Banking are subject to change. You may be assigned to another account if you no longer meet the minimum balance requirement of Signature Banking. Following are the features of Signature Banking: One Business Tiered Interest Checking or Basic Business Checking account, free of the regular monthly service charge 2 Free personalized Signature Banking business checks 3 Free Signature Banking MasterCard Debit BusinessCard 4 Unlimited network ATM cash withdrawals or transfers within the U.S. 4 (subject to available account balance) Free ATM Mini-Statements (available only at Union Bank ATMs) Free Online Banking access and free Bill Pay with Internet Business Banking 2 Free transaction downloads to Quicken or Microsoft Money or QuickBooks with Internet Business Banking Unlimited Banking Office Calls and Telephone Banking Calls Free Telephone Banking Bill Pay Option (Excess usage charge may apply. See applicable Business Fee Schedule for description of excess usage.) Unlimited Office Deposits Pre-approved $500 Business Cash Reserve line of credit with no annual or transfer fee, for automatic protection against overdrafts 5 1 Investments available through UnionBanc Investment Services LLC, a registered broker-dealer, investment advisor, member FINRA/SIPC, and subsidiary of Union Bank of California, N.A.: Are NOT insured by the FDIC or by any other federal government agency Are NOT Bank deposits Are NOT guaranteed by the Bank or any Bank Affiliate MAY lose value 2 Other charges, such as overdraft fees, will still apply. 3 Valid on orders of up to 300, 3-on-a-page checks only. 4 Owners and operators of non-union Bank ATMs may charge a fee for use of their ATMs. 5 Higher credit lines are available with approved credit. Certain fees and other terms and conditions apply, and are subject to change. See our Business Cash Reserve Account Disclosure and Agreement for details. No fee for Travelers Cheques, Union Bank Cashier s Checks, and Personal Money Orders Free stop payments, copies of checks and statements, and confirmation notices for fund transfers from your Signature Banking checking account when performed through Internet Business Banking or Telephone Banking Other product offers include: $40 annual Safe Deposit Box discount (availability may vary by branch) Up to 1% off the standard interest rate on a business loan and/or line of credit 6,7 $150 off the origination fee on a business loan and/or the documentation fees on an equipment lease 6 Complimentary financial review from our brokerage subsidiary, UnionBanc Investment Services 1 Your Business Tiered Interest Checking or Basic Business Checking account is subject to the fees shown in the applicable Business Fee Schedule. Your account is not subject to the regular monthly service charge if you maintain the required daily minimum balance, monthly average balance, or combined balance in your Signature Banking account and designated savings, money market, or time deposit accounts and/or your UnionBanc Investment Services account balances. For a complete description of combined balance, please see the Combined Balance Option for Service Charge and Activity Fee Waiver section on page 35 of this Agreement. If your Business Tiered Interest Checking or Basic Business Checking account has a high volume of activity, we may review it to determine if it should be converted to Analyzed Business Checking. If we plan to convert your account, we will notify you at least 30 days in advance. Your account will then be subject to the fees and charges of the account to which it is converted. Interest The interest rate on your Business Tiered Interest Checking account is based on market conditions and your daily collected balance, and is set at our discretion. 6 This is not a commitment to lend. Financing subject to credit and any applicable collateral approval. Lease financing subject to lessee credit approval, and vendor and equipment approval. Additional terms and conditions apply, including limitations on equipment type and lease terms. Other restrictions may apply. Financing available to businesses located in California, Oregon, or Washington. Terms and conditions subject to change. 7 Receive up to 1% off the standard posted interest rate on a new business loan and/or line of credit based on the applicant s banking relationship with us. Discount not available on real estate, vehicle, or cash secured financing. The rate discount may be terminated if you no longer meet the minimum account balance requirement of Signature Banking

15 We use the daily balance method to calculate the interest on your account. This method applies a daily periodic rate to the principal in the account each day. Interest begins to accrue no later than the business day we receive credit for the deposit of non-cash items (for example, checks). We usually get credit for deposited checks in one or two business days, depending primarily on the location of the banks on which they are drawn. Checks drawn on any Union Bank office in California, Oregon, or Washington; cash; and electronic deposits earn interest from the business day of deposit. Your interest rate and Annual Percentage Yield (APY) may change as often as daily. Interest rates and APYs for different balance ranges are listed on the Interest Rate Sheet, which is given to you as part of this Agreement when you open an interest-earning account. Each day, your collected balance will fall within one of the balance range tiers listed. The interest rate and APY for that particular balance range apply to the entire collected balance in your account that day. We reserve the right, from time to time, to apply the same interest rate to more than one tier. Interest for your account is compounded daily using a 365-day year (366 days each leap year), paid monthly, and calculated based on your interest-earning balance. Your interest-earning balance consists of your account balance at the end of each banking day, excluding any funds from deposited checks drawn on other financial institutions that have not yet been made available to us by the Federal Reserve Bank or other correspondent banks. Funds for deposited checks drawn on other financial institutions usually begin to earn interest in one or two business days, depending primarily on the location of the financial institutions on which the checks are drawn. No interest accrues unless the principal balance in the account is sufficient to earn at least 1 10 per day at the daily periodic rate in effect. Interest earned is credited to your account monthly. Note: For accounts with special statements, such as daily, weekly, dated, or flexible, the interest will be paid to your account on the last business day of the month. Interest on Business Tiered Interest Checking Accounts Owned by Public Agencies Interest is calculated based on a 360-day year, compounded daily, paid monthly, and calculated on your interest-earning balance. No interest accrues unless the principal balance in the account is sufficient to earn at least 1 10 per day at the daily periodic rate in effect. Interest is credited to your account monthly. The interest rate is subject to market conditions. We can change the interest rate as often as daily. For additional information about business checking accounts, refer to the General Information About Business Checking Accounts and Savings Accounts with Check Writing Privileges section on page 33 of this Agreement. For additional information about general banking services, refer to the General Banking Information section on page 78 of this Agreement. For information about Online Banking, refer to the Online Banking Agreement at unionbank.com/welcome. PRIORITY BANKING Priority Banking services are offered to businesses and individuals (for individuals, see our All About Personal Accounts & Services Disclosure and Agreement for details), with assets totaling $100,000 or more invested with Union Bank and its subsidiaries and/or affiliates. The Bank may consider other factors in qualifying you for Priority Banking. Terms and conditions to qualify for Priority Banking are subject to change. Your banking accounts may be assigned to another area of the Bank if you no longer meet these requirements. Following are the features of Priority Banking: Two business accounts Business Tiered Interest Checking and/or Basic Business Checking, free of the regular monthly service charge 1 Free personalized Priority Banking business checks Free Priority Banking MasterCard Debit BusinessCard 2 No-fee ATM access worldwide, including free cash withdrawals and transfers 2 Free ATM Mini-Statements (available only at Union Bank ATMs) Free Online Banking access and free Bill Pay with Internet Business Banking 1 Free transaction downloads to Quicken, Microsoft Money, or QuickBooks with Internet Business Banking Unlimited Telephone Banking Calls Free Telephone Banking Bill Pay Option (Excess usage charge may apply. See the Telephone Banking Bill Pay Option section of this Agreement for a description of excess usage.) Unlimited Banking Office Calls Unlimited Office Deposits Pre-approved $1,000 Business Cash Reserve line of credit with no annual or transfer fee, for automatic protection against overdrafts 3 No fee for Travelers Cheques, Union Bank Cashier s Checks, and Personal Money Orders Free stop payments, copies of checks and statements, and confirmation notices for fund transfers from your Priority Banking checking account 1 Other charges, such as overdraft fees, will still apply. 2 Union Bank will rebate any fee that an owner or operator may charge for use of their non-union Bank ATM. Mini- Statements available at Union Bank ATMs only. 3 Higher credit lines are available with approved credit. Certain fees and other terms and conditions apply, and are subject to change. Refer to the Business Cash Reserve Account Disclosure and Agreement for full details

16 Other product offers include: $50 annual Safe Deposit Box discount (availability may vary by branch) Up to 1% off the published interest rate on a business loan and/or line of credit 4,5 $150 off the origination fee on a business loan and/or documentation fees on an equipment lease 4 Free access to Online Investing and Automated Telephone Investing 6 Complimentary financial and insurance reviews from our brokerage subsidiary, UnionBanc Investment Services, and our insurance division, UBOC Insurance Services 6 Your Business Tiered Interest Checking and Basic Business Checking accounts are subject to the fees shown in the applicable Business Fee Schedule for services that are not included as components of Priority Banking. 4 This is not a commitment to lend. Financing subject to credit and any applicable collateral approval. Lease financing subject to lessee credit approval, and vendor and equipment approval. Additional terms and conditions apply, including limitations on equipment type and lease terms. Other restrictions may apply. Financing available to businesses located in California, Oregon, or Washington. Terms and conditions subject to change. 5 Receive up to 1% off the standard posted interest rate on a new business loan and/or line of credit based on applicant s banking relationship with us. Discount not available on real estate, vehicle, or cash secured financing. Rate discount may be terminated if you no longer meet the minimum deposit account balance requirement of Priority Banking. 6 Investments available through UnionBanc Investment Services LLC, a registered broker-dealer, investment advisor, member FINRA/SIPC, and subsidiary of Union Bank of California, N.A.: Are NOT insured by the FDIC or by any other federal government agency Are NOT Bank deposits Are NOT guaranteed by the Bank or any Bank Affiliate MAY lose value Insurance and annuity products offered through UBOC Insurance Services (CA Insurance License # ), a division of Union Bank of California, N.A., and in conjunction with UnionBanc Investment Services LLC, a registered broker-dealer, investment advisor, member FINRA/SIPC, and subsidiary of Union Bank of California, N.A.: Are NOT insured by the FDIC or by any other federal government agency Are NOT Bank deposits Are NOT guaranteed by the Bank or any Bank Affiliate MAY lose value Are products of the insurance carrier If your Business Tiered Interest Checking or Basic Business Checking account has a high volume of activity, we may review it to determine if it should be converted to Analyzed Business Checking. If we plan to convert your account, we will notify you at least 30 days in advance. Your account will then be subject to the fees and charges of the account to which it is converted. Interest The interest rate on your Business Tiered Interest Checking account is based on market conditions and your daily collected balance, and is set at our discretion. We use the daily balance method to calculate the interest on your account. This method applies a daily periodic rate to the principal in the account each day. Interest begins to accrue no later than the business day we receive credit for the deposit of non-cash items (for example, checks). We usually get credit for deposited checks in one or two business days, depending primarily on the location of the banks on which they are drawn. Checks drawn on any Union Bank office in California, Oregon, or Washington; cash; and electronic deposits earn interest from the business day of deposit. Your interest rate and Annual Percentage Yield (APY) may change as often as daily. Interest rates and APYs for different balance ranges are listed on the Interest Rate Sheet, which is given to you as part of this Agreement when you open an interest-earning account. Each day, your collected balance will fall within one of the balance range tiers listed. The interest rate and APY for that particular balance range apply to the entire collected balance in your account that day. We reserve the right, from time to time, to apply the same interest rate to more than one tier. Interest for your account is compounded daily using a 365-day year (366 days each leap year), paid monthly, and calculated based on your interest-earning balance. Your interest-earning balance consists of your account balance at the end of each banking day, excluding any funds from deposited checks drawn on other financial institutions that have not yet been made available to us by the Federal Reserve Bank or other correspondent banks. Funds for deposited checks drawn on other financial institutions usually begin to earn interest in one to two business days, depending primarily on the location of the financial institutions on which the checks are drawn. No interest accrues unless the principal balance in the account is sufficient to earn at least 1 10 per day at the daily periodic rate in effect. Interest earned is credited to your account monthly. Note: For accounts with special statements, such as daily, weekly, dated, or flexible, the interest will be paid to your account on the last business day of the month. Interest on Business Tiered Interest Checking Accounts Owned by Public Agencies Interest is calculated based on a 360-day year, compounded daily, paid monthly, and calculated on your interest-earning balance. No interest accrues unless the principal balance in the account is sufficient to earn at least 1 10 per day at the daily periodic rate in effect. Interest is 18 19

17 credited to your account monthly. The interest rate is subject to market conditions. We can change the interest rate as often as daily. For additional information about business checking accounts, refer to the General Information About Business Checking Accounts and Savings Accounts with Check Writing Privileges section on page 33 of this Agreement. For additional information about general banking services, refer to the General Banking Information section on page 78 of this Agreement. For information about Online Banking, refer to the Online Banking Agreement at unionbank.com/welcome. FOREIGN CURRENCY DEMAND ACCOUNTS Foreign Currency Demand Accounts (FCDAs) are offered by Union Bank and are available in several different currencies. These accounts are denominated in the foreign currency selected, and are eligible for insurance coverage by the Federal Deposit Insurance Corporation (FDIC) for up to the equivalent permissible limit in U.S. dollars, subject to other FDIC limitations. FDIC insurance is determined in the FCDA based on the value of the foreign currency balance converted into U.S. dollars as of the Bank s closure date. Please see the section on FDIC Insurance in the General Banking Information section of this Agreement for additional information. There are substantial risks and volatility involved in investing in currency markets. FCDAs are subject to certain risks to which U.S. dollar deposits are not. FDIC insurance does not cover losses associated with such risks. These risks may include some or all of the following: Currency risk The chance that the value of a foreign currency account measured in U.S. dollars will decrease because of unfavorable changes in the currency exchange rates. Country risk The risk that domestic events, such as political upheaval, financial troubles, or natural disasters, will weaken a country s currency markets. Regional risk The chance that an entire region could be hurt by events such as political upheaval, financial troubles, or natural disasters. Emerging Markets risk The possibility that currency in some countries identified as emerging markets will be more volatile, and substantially less liquid, than currencies in more-developed countries. Sovereign risk The risk that occurs if a country prohibits the cross-border circulation of its currency or otherwise fails to honor its currency. The risks described are not meant to be all-inclusive. There may be other risks not described in this Agreement that could substantially affect the value of a foreign currency investment as measured in U.S. dollars. These risks are the sole responsibility of the account holder and not the Bank. FCDAs may not be suitable for investors who are risk averse. Consult your investment and tax advisors prior to investing. FCDAs can be used only for the settlement of foreign currencydenominated incoming or outgoing wires, transfers from or to your U.S. dollar account, and pooling for maturing foreign currency forward contracts. A Union Bank checking account is required when opening an FCDA. U.S. dollar funds may be converted to a foreign currency that will be placed in the FCDA. The amount of the foreign currency received will be based on the value of the foreign currency at the time of conversion. If the value of the foreign currency has fallen since the original purchase, there will be a loss when it is converted back to U.S. dollars. In some cases, the foreign country issuing the foreign currency or the United States government may impose restrictions or prohibitions on the conversion of the foreign currency into U.S. dollars. These restrictions may result in the loss of some or all of the foreign currency investment. The Bank is not responsible for such losses, and FDIC insurance does not cover these losses. There may be a variety of fees and/or charges on this FCDA. You will pay a fee for converting your U.S. dollars into the foreign currency and for converting the foreign currency back into U.S. dollars. The Bank must receive your FCDA-related disbursement instructions, including outgoing wire instructions, no later than 1:00 p.m. (Pacific Time). If you make a transfer to an account with a foreign bank, the Bank must receive your instructions no later than 1:00 p.m. (Pacific Time) the business day before the day of the intended transfer. Failure to provide timely instructions could delay the delivery of these funds. Business days do not include Saturdays, Sundays, or Bank holidays, including holidays of countries with which you are trading. Overdrafts are not permitted, and any payment that could exceed the available balance is not processed or acted upon until sufficient funds have been deposited to your FCDA. The Bank is not responsible for any loss attributable to delayed payments or credits due to nonsufficient available funds. There is no automatic transfer from your U.S. dollar account to your FCDA. Deposits cannot be made in cash or draft in the foreign currency. Withdrawals cannot be made in cash, check, or draft in the foreign currency. To ensure accuracy, always use your FCDA account number, not your U.S. dollar account number, when arranging for incoming wire transfers

18 OPTIONAL CHECKING ACCOUNT SERVICES Business Overdraft Protection To help you avoid overdraft fees, we offer the following convenient services: Business Savings Overdraft Protection Plan and Business Cash Reserve Account. Business Savings Overdraft Protection Plan With this plan, you authorize the Bank to make transfers automatically from your eligible Business Savings Account to cover overdrafts in your business checking account. Business MoneyMarket, Business Premium MoneyMarket, and Business High Rate MoneyMarket Accounts are not eligible for the Business Savings Overdraft Protection Plan. For the purpose of covering overdrafts, available funds from your savings account (funds not subject to a hold) will be automatically transferred to your designated checking account. These automatic transfers are considered limited transactions, and each transfer is counted as one of the six transfers allowed per calendar month by federal regulation. For details, see Limitations in the Business Savings section of this Agreement. Each day a transfer occurs from your savings account to cover overdrafts, we will immediately withdraw a daily transfer charge from your checking account. Transfers from your savings account are made in the exact amount to cover the overdraft(s) plus the daily transfer charge. You may specify a minimum balance for your savings account so that transfers will not be made that would draw your savings balance below that minimum. After the daily transfer charge is assessed, we will continue to transfer funds for each item we receive until the amount of the item exceeds the available funds in your combined checking and savings accounts. If you do not have sufficient available funds in your combined checking and savings accounts to cover the overdraft amount and the daily transfer charge, no transfer will be made. For fees, refer to the applicable Business Fee Schedule. Business Cash Reserve Account This is a revolving line of credit available to businesses meeting certain credit requirements. With this account, you authorize the Bank to make automatic advances, as specified in the Business Cash Reserve Account Disclosure and Agreement, from your Business Cash Reserve Account to cover any overdrafts on your designated checking account, up to your available Cash Reserve limit. You can also withdraw cash by making advances directly from your Business Cash Reserve Account. This is not a commitment to lend. Cash Reserve Accounts are subject to credit approval. Certain fees and other terms and conditions apply and are subject to change. Refer to the Business Cash Reserve Account Disclosure and Agreement for full details. Check Safekeeping With Check Safekeeping, the Bank stores a record of your cancelled checks instead of returning them to you with your statement. Both sides of your checks are recorded and stored securely for seven years. Your account will include Check Safekeeping. You may request a copy of any check appearing on your statement by calling Telephone Banking, Commercial Customer Service, or by accessing Internet Business Banking. A fee may be assessed for each photocopy we provide to you in excess of two per monthly statement period. All the information you need to request a copy of a cancelled check is on your statement. We will ask for your account number, the amount of the check, the date it was posted to your account, and the reference number. In most cases, your copies will be mailed within two banking days of your request. If we cannot provide you with a copy of a check and you lose money as a result, we may cover the loss up to the amount of the check. However, we will not be liable for any consequential damages. Your Check Safekeeping service may be cancelled by you or us at any time upon proper notification. Cancellation of the service becomes effective at the end of your statement period, and your checks will be returned to you with subsequent statements (Enclosed Check Fee may apply). Linked Statement A Linked Statement is available with Basic Business Checking, Business ATM Checking, Small Business Checking, and Business Tiered Interest Checking. When you select the Linked Statement option, you may link up to 20 checking, savings, and money market accounts to appear on one comprehensive monthly statement. When you select a linked statement, all accounts must have the same monthly cutoff date. When you select this service, you will designate one checking account as the primary account. The primary account may have Check Safekeeping, or you may choose to pay the Enclosed Check Fee and have your checks returned with your monthly statements, but all other accounts must be on Check Safekeeping. Your Linked Statement will be mailed to the address of your primary account. BUSINESS SAVINGS ACCOUNTS Business Savings Account A Business Savings Account allows you to earn interest, and make deposits and withdrawals at any time and in any amount, subject to federal limitations as described below. If you maintain the required daily minimum balance, you will not be charged a monthly service charge. If your balance falls below the required minimum, a monthly service charge will be deducted from your account on the last business day of the calendar month. For fees, refer to the applicable Business Fee Schedule. Limitations Federal regulations limit certain types of transfers from your Business Savings Account to a combined maximum of six per calendar month. Each time a transfer is paid against your account in excess of those allowed by federal regulation, 22 23

19 you will be assessed an excess transfer charge. If you exceed the transfer limits set by federal regulations, we will notify you in writing. If you continue to exceed these limits, we are required to convert your account to one not subject to limits on transfers. If we plan to convert your account, we will notify you at least 30 days in advance. To help you understand these transfer limitations and avoid excess transfer charges, review the following information: Unlimited Transactions: Deposits ATM cash withdrawals and transfers (subject to the daily amount limits and sufficient available funds) Withdrawals made in person, by mail, or by messenger at a Union Bank office Transfers made in person at a Union Bank office Automatic transfers to repay your Union Bank loan Limited Transactions: Automatic transfers to another deposit account at Union Bank (including Business Savings Overdraft Protection Plan transfers) Automatic transfers to another institution Telephone transfers (including Telephone Banking or Automated Customer Service) Computer online transfers Interest Interest on your account is compounded daily using a 365-day year (366 days each leap year), and is calculated on your collected balance. No interest accrues unless the principal balance in the account is sufficient to earn at least 1 10 per day at the daily periodic rate in effect. Your collected balance consists of your account balance at the end of each banking day, excluding any funds from deposited checks drawn on other financial institutions that have not yet been made available to us by the Federal Reserve Bank or other correspondent bank. Funds for deposited checks drawn on other financial institutions usually begin to earn interest in one to two business days, depending primarily on the location of the financial institutions on which the checks are drawn. The interest rate is subject to market conditions, is determined by us, and can change as often as daily. Interest rates for different balance ranges are listed on the Interest Rate Sheet, which is given as part of this Agreement when you open an interest-earning account. Each day, your collected balance will fall within one of the balance range tiers listed. The interest rate for that particular balance range applies to the entire interest-earning balance in your account that day. We reserve the right, from time to time, to apply the same interest rate to more than one tier. Interest earned on your account will be paid to your account on the last business day of the calendar quarter. If the account is closed during a quarter, the interest accrued will be paid to the closing date. Interest on Business Savings Accounts Owned by Public Agencies Interest on your account is based on a 360-day year, and is calculated on your interest-earning balance. The interest rate is subject to market conditions and can change as often as daily. Interest earned on your account will be paid to your account on the last business day of the calendar quarter. Account Statement We will mail, deliver, or otherwise make available to you a statement at least quarterly. Your statement shows total interest paid to your account, along with the interest rate in effect each day. The following may result in our sending you a statement more frequently: An electronically initiated debit or credit, such as an ATM transaction, has posted to your account; or You linked your savings account to your primary checking account for Linked Statement purposes. For additional information about general banking services, refer to the General Banking Information section on page 78 of this Agreement. Business MoneyMarket Account A Business MoneyMarket Account provides your business with an opportunity to earn a market rate of interest on account balances while the money remains fully liquid and easily accessible, subject to federal limitations as described below. Your account will not be subject to the regular monthly service charge if you maintain the required average monthly balance. If a service charge is assessed, it will be deducted from your account monthly. Your Business MoneyMarket Account is not eligible for the Business Savings Overdraft Protection Plan. Limitations Federal regulations limit certain types of transfers from your Business MoneyMarket Account to a combined maximum of six per monthly statement period, only three of which may be made by check or point-of-sale (POS) transaction. Note: If you have requested that your statement be generated on a specific day each month, or more often than once a month, you are limited to six transfers per calendar month, only three of which may be made by check or POS transaction. This limit of three checks or POS transactions per monthly statement period, or per calendar month if applicable, is based on the number of checks or POS transactions presented to us for payment against your account. Each time a transfer is paid against your account in excess of those allowed by federal regulation, you will be assessed an excess transfer charge. If you exceed the transfer limits set by federal regulations, we will notify you in writing. If you continue to exceed these limits, we are required to convert your account to one not subject to transfer limits. If we plan to convert your account, we will notify you at least 30 days in advance

20 To help you better understand the transfer limitations, and to avoid excess transfer charges, review the following information: Unlimited Transactions: Deposits ATM cash withdrawals and transfers (subject to the daily amount limits and sufficient available funds) Withdrawals made in person, by mail, or by messenger at a Union Bank office Transfers made in person at a Union Bank office Automatic transfers to repay your Union Bank loan Limited Transactions: Checks, point-of-sale (POS) transactions, or Debit Card or Debit BusinessCard purchases (a maximum of three during each monthly statement period) Automatic transfers to another deposit account at Union Bank Automatic transfers to another institution Telephone transfers, including Telephone Banking or Automated Customer Service Computer online transfers Interest The interest rate on your account is based on market conditions and your daily collected balance, and is set at our discretion. We use the daily balance method to calculate the interest on your account. This method applies a daily periodic rate to the principal in the account each day. Interest begins to accrue no later than the business day we receive credit for the deposit of non-cash items (for example, checks). That is, a deposited check results in a collected balance in the amount of the check on the day we receive credit from the bank on which it is drawn. We usually get credit for deposited checks in one or two banking days, depending primarily on the location of the banks on which they are drawn. Checks drawn on any Union Bank office in California, Oregon, or Washington; cash; and electronic deposits earn interest from the business day of deposit. (A deposited check results in a ledger but uncollected balance on the business day of deposit.) Your interest rate may change as often as daily. Interest rates for different balance ranges are listed on the Interest Rate Sheet given to you as part of this Agreement when you open an interest-bearing account. Each day, your collected balance will fall within one of the balance range tiers listed. The interest rate for that particular balance range applies to the entire collected balance in your account that day. We reserve the right, from time to time, to apply the same interest rate to more than one tier. Interest for your account is compounded monthly using a 365-day year (366 days each leap year), and credited to your account monthly. However, no interest accrues unless the principal balance in the account is sufficient to earn at least 1 10 per day at the daily periodic rate in effect. If the account is closed during a month, the interest accrued will be paid to the closing date. If your Business MoneyMarket Account has a high volume of activity, we may review your account to determine if the account should be placed on analysis. If we do put your account on analysis, we will notify you at least 30 days in advance. Your account will then be subject to the fees and charges of our Analyzed Business Checking accounts. If your account is analyzed, we will deduct any interest accrued from the earnings allowance. Interest on Business MoneyMarket Accounts Owned by Public Agencies Interest is calculated using a 360-day year and is compounded monthly. Interest is calculated on your interest-earning balance. Three balance ranges are listed on our Business Fee Schedule. One interest rate applies to balances of up to $2,500. If the account has a balance of $2,500 or more, but less than $100,000, then the entire balance (including the first $2,500) earns interest at the second interest rate. A third interest rate, for the third balance range, applies only to amounts in excess of $100,000. This means that only that portion of the account s balance that is in excess of $100,000 earns interest at the third and highest interest rate. Account Statement We will mail, deliver, or otherwise make available to you a statement at least quarterly showing all activity, including interest paid since the last statement. Refer to the General Information About Business Checking Accounts and Savings Accounts with Check Writing Privileges section of this Agreement for more information about your account statement. For additional information about money market accounts, refer to the General Information About Business Checking Accounts and Savings Accounts with Check Writing Privileges section on page 33 of this Agreement. For additional information about general banking services, refer to the General Banking Information section on page 78 of this Agreement. Business High Rate MoneyMarket SM Account A Business High Rate MoneyMarket Account provides you with the opportunity to earn a highly competitive market rate of interest while your money remains fully liquid and easily accessible, subject to federal limitations as described below. The Business High Rate MoneyMarket Account is available only to sole proprietors, non-profit organizations, and public agencies. A qualifying balance of $10,000 in your Business High Rate MoneyMarket Account is required to earn the higher interest rate. Should the balance in your Business High Rate MoneyMarket Account fall below $10,000, then standard Union Bank Business MoneyMarket rates apply that day. This account will not be subject to the regular monthly service charge if you maintain the required minimum daily balance. Otherwise, a regular monthly service charge is assessed. Your Business High Rate MoneyMarket Account is not eligible for the Business Savings Overdraft Protection Plan

21 You are required to maintain a Union Bank Business Tiered Interest Checking account in order to qualify for a Business High Rate MoneyMarket Account. For a description of this account, refer to Business Tiered Interest Checking in the Business Checking Accounts section of this Agreement. Check Safekeeping is required with the Business High Rate MoneyMarket Account. Interest The interest rate on your Business High Rate MoneyMarket Account is based on market conditions, and the sum of the ledger balances each day in your Business High Rate MoneyMarket Account and Business Tiered Interest Checking account, and is set at our discretion. We use the daily balance method to calculate the interest on your account. This method applies a daily periodic rate to the principal in the account each day. Interest begins to accrue no later than the business day we receive credit for the deposit of non-cash items (for example, checks). That is, a deposited check results in a collected balance in the amount of the check on the day we receive credit from the bank on which it is drawn. We usually get credit for deposited checks in one or two banking days, depending primarily on the location of the banks on which they are drawn. Checks drawn on any Union Bank banking office in California, Oregon, or Washington; cash; and electronic deposits earn interest from the business day of deposit. (A deposited check results in a ledger but uncollected balance on the business day of deposit.) Your interest rate may change as often as daily. Interest rates for different balance ranges are listed on the Interest Rate Sheet that is part of this Agreement. Each day, the sum of the ledger balances in your Business High Rate MoneyMarket Account and your Business Tiered Interest Checking account will fall within one of the balance range tiers listed. The interest rate for that particular balance range applies only to the collected balance in your Business High Rate MoneyMarket Account that day. (Collected balances in your Business Tiered Interest Checking Account earn interest at the rate that applies to that account.) For a description of the interest rate on your Business Tiered Interest Checking Account, refer to the interest description in Business Tiered Interest Checking in the Business Checking Accounts section of this Agreement. We reserve the right, from time to time, to apply the same interest rate to more than one tier. Interest for your account is compounded monthly using a 365-day year (366 days each leap year), and credited to your account monthly. However, no interest accrues unless the principal balance in the account is sufficient to earn at least 1 10 per day at the daily periodic rate in effect. If the account is closed during a month, the interest accrued will be paid to the closing date. If your Business High Rate MoneyMarket Account has a high volume of activity, we may review your account to determine if the account should be placed on analysis. If we do put your account on analysis, we will notify you at least 30 days in advance. Your account will then be subject to the fees and charges of our Analyzed Business Checking accounts. If your account is analyzed, we will deduct any interest accrued from the earnings allowance. Interest on Business High Rate MoneyMarket Accounts owned by Public Agencies Interest is calculated using a 360- day year, and is compounded monthly. Interest is calculated on your interest-earning balance. Your Business High Rate MoneyMarket Account is subject to the terms of both this Agreement and the applicable Business Fee Schedule. Limitations Federal regulations limit certain types of transfers from your Business High Rate MoneyMarket Account to a combined maximum of six per monthly statement period, only three of which may be made by check or point-of-sale (POS) transaction. Note: If you have requested that your statement be generated on a specific day each month, you are limited to six transfers per calendar month, only three of which may be made by check or POS transaction. This limit of three checks or POS transactions per monthly statement period, or per calendar month if applicable, is based on the number of checks or POS transactions presented to us for payment against your account. Each time a transfer is paid against your account in excess of those allowed by federal regulations, an excess transfer charge will be assessed. If you exceed the transfer limits set by federal regulations, we will notify you in writing. If you continue to exceed these limits, we are required to convert your account to one not subject to transfer limits. If we plan to convert your account, we will notify you at least 30 days in advance. To help you understand these transfer limitations, and to avoid excess transfer charges, please review the following information: Unlimited Transactions: Deposits ATM cash withdrawals and transfers (subject to the daily amount limits and sufficient available funds) Withdrawals made in person, by mail, or by messenger at a Union Bank banking office Transfers made in person at a Union Bank banking office Automatic transfers to repay your Union Bank loan Limited Transactions: Checks, point-of-sale (POS) transactions, or Debit Card or Debit BusinessCard purchases (a maximum of three during each monthly statement period) Automatic transfers to another deposit account at Union Bank 28 29

22 Automatic transfers to another institution Telephone transfers, including Telephone Banking or Automated Customer Service Computer online transfers Account Statement We will mail, deliver, or otherwise make available to you a statement at least quarterly showing all activity, including interest paid since the last statement. Refer to the General Information About Business Checking Accounts and Savings Accounts with Check Writing Privileges section of this Agreement for more information about your account statement. Terminating the Qualifying Business Tiered Interest Checking Account You may indicate discontinuation of this account by notice to us or by non-use of this account with a zero balance for 45 consecutive days. You agree that at any time after such notice or period of non-use, the Bank may convert the Business High Rate MoneyMarket Account to a regular Business MoneyMarket Account. For additional information about money market accounts, refer to the General Information About Business Checking Accounts and Savings Accounts with Check Writing Privileges section on page 33 of this Agreement. For additional information about general banking services, refer to the General Banking Information section on page 78 of this Agreement. Business Premium MoneyMarket Account A Business Premium MoneyMarket Account provides your business with an opportunity to earn a highly competitive market rate of interest on account balances while your money remains fully liquid and easily accessible, subject to federal limitations as described below. A qualifying balance of $10,000 in collected funds in your Business Premium MoneyMarket Account each day is required to earn the higher interest rate. Should the collected balance in your Business Premium MoneyMarket Account fall below $10,000, then standard Union Bank Business MoneyMarket rates apply that day. This account will not be subject to the regular monthly service charge if you maintain the required minimum daily collected balance of $15,000 each day during the statement period. Otherwise, a monthly service charge is assessed. Your Business Premium MoneyMarket Account is not eligible for the Business Savings Overdraft Protection Plan. Check Safekeeping is required with the Business Premium MoneyMarket Account. Limitations Federal regulations limit certain types of transfers from your Business Premium MoneyMarket Account to a combined maximum of six per monthly statement period, only three of which may be made by check or point-of-sale (POS) transaction. Note: If you have requested that your statement be generated on a specific day each month, or more often than once a month, you are limited to six transfers per calendar month, only three of which may be made by check or POS transaction. This limit of three checks or POS transactions per monthly statement period, or per calendar month if applicable, is based on the number of checks or POS transactions presented to us for payment against your account. Each time a transfer is paid against your account in excess of those allowed by federal regulation, you will be assessed an excess transfer charge. If you exceed the transfer limits set by federal regulations, we will notify you in writing. If you continue to exceed these limits, we are required to convert your account to one not subject to transfer limits. If we plan to convert your account, we will notify you at least 30 days in advance. To help you better understand the transfer limitations, and to avoid excess transfer charges, review the following information: Unlimited Transactions: Deposits ATM cash withdrawals and transfers (subject to the daily amount limits and sufficient available funds) Withdrawals made in person, by mail, or by messenger at a Union Bank office Transfers made in person at a Union Bank office Automatic transfers to repay your Union Bank loan Limited Transactions: Checks, POS transactions, or Debit Card or Debit BusinessCard purchases (a maximum of three during each monthly statement period) Automatic transfers to another deposit account at Union Bank Automatic transfers to another institution Telephone transfers, including Telephone Banking or Automated Customer Service Computer online transfers Interest The interest rate on your account is based on market conditions and your daily collected balance, and is set at our discretion. We use the daily balance method to calculate the interest on your account. This method applies a daily periodic rate to the principal in the account each day. Interest begins to accrue no later than the business day we receive credit for the deposit of non-cash items (for example, checks). That is, a deposited check results in a collected balance in the amount of the check on the day we receive credit from the bank on which it is drawn. We usually get credit for deposited checks in one or two banking days, depending primarily on the location of the banks on which they are drawn. Checks drawn on any Union Bank office in California, Oregon, or Washington; cash; and electronic deposits earn interest from the business day of deposit. (A deposited check results in a ledger but uncollected balance on the business day of deposit.) Your interest rate may change as often as daily. Interest rates for different balance ranges are listed on the Interest Rate Sheet given to you as part of this Agreement when you open 30 31

23 an interest-bearing account. Each day, your collected balance will fall within one of the balance range tiers listed. The interest rate for that particular balance range applies to the entire collected balance in your account that day. We reserve the right, from time to time, to apply the same interest rate to more than one tier. Interest for your account is compounded monthly using a 365-day year (366 days each leap year), and credited to your account monthly. However, no interest accrues unless the principal balance in the account is sufficient to earn at least 1 10 per day at the daily periodic rate in effect. If the account is closed during a month, the interest accrued will be paid to the closing date. If your Business Premium MoneyMarket Account has a high volume of activity, we may review your account to determine if the account should be placed on analysis. If we do put your account on analysis, we will notify you at least 30 days in advance. Your account will then be subject to the fees and charges of our Analyzed Business Checking accounts. If your account is analyzed, we will deduct any interest accrued from the earnings allowance. Interest on Business Premium MoneyMarket Accounts Owned by Public Agencies Interest is calculated using a 360-day year and is compounded monthly. Interest is calculated on your interest-earning balance based on three balance ranges. One interest rate applies to balances of up to $2,500. If the account has a balance of $2,500 or more, but less than $100,000, then the entire balance (including the first $2,500) earns interest at the second interest rate. A third interest rate, for the third balance range, applies only to amounts in excess of $100,000. This means that only that portion of the account s balance that is in excess of $100,000 earns interest at the third and highest interest rate. Account Statement We will mail, deliver, or otherwise make available to you a statement at least quarterly showing all activity, including interest paid since the last statement. Refer to the General Information About Business Checking Accounts and Savings Accounts with Check Writing Privileges section of this Agreement for more information about your account statement. For additional information about money market accounts, refer to the General Information About Business Checking Accounts and Savings Accounts with Check Writing Privileges section on page 33 of this Agreement. For additional information about general banking services, refer to the General Banking Information section on page 78 of this Agreement. GENERAL INFORMATION ABOUT BUSINESS CHECKING ACCOUNTS AND SAVINGS ACCOUNTS WITH CHECK WRITING PRIVILEGES Account Statement We will mail, deliver, or otherwise make available to you an account statement at least quarterly showing all transactions since the last statement. However, if there are no monetary transactions on your account during a monthly statement period (other than such Bank-initiated activity as a credit for interest or a debit for a service charge), we may not mail, deliver, or otherwise make available to you a statement that month. Account statements list activity for your account for the period of time shown on the statement. Your statement also shows the total interest earned on your account during the statement period, along with the interest rate in effect each day. Your daily minimum balance and monthly average ledger balance may also appear. The federal Check Clearing for the 21st Century Act (Check 21) permits banks to replace the original checks you write with substitute checks, similar in size to original checks, but with a slightly reduced image of the front and back of your original check. For this reason, when substitute checks are presented and paid, we may return these substitute checks with your statement in place of the original paper checks you wrote. Electronic images of your checks are processed in the same manner as your original paper checks. For this reason, when electronic images of your checks are presented and paid, we may enclose copies of those electronic images with your statement, in place of the original paper checks you wrote. When you receive your statement, or when the statement is made available to you through our online services, review it promptly. If you find a discrepancy, immediately contact your banking office or Telephone Banking. See sections Reviewing Statements and Unauthorized or Erroneous Transfers and Lost or Stolen Cards later in this Agreement for important information about time limits for reviewing statements and making claims. If you need a statement other than when it is normally furnished, you may request a Snapshot statement or an Insta- Statement. Each Snapshot statement lists all activity on your account since the beginning of the current statement period, but does not include copies or original paid checks. Request a Snapshot statement through Telephone Banking, Commercial Customer Service, or a banking office. An Insta-Statement can be printed in any banking office while you wait. If your account is analyzed, your analysis statement will list your balances, uncollected funds, earnings allowance, the services you used during the month, the prices for services, and the amount of the charge to your account if the earnings allowance is less than the price of the services you used

24 Bank-by-Mail Deposits As a convenience to you, the Bank accepts deposits mailed to us via the U.S. Postal Service. Changing from One Checking Plan to Another If you change your checking account to or from an account that earns interest, you may do so without changing your account number or ordering new checks. When you change to an account that does not earn interest, you will forfeit the interest accrued on your account since your last periodic statement. When you change from a checking account that does not earn interest to one that does, you will begin earning interest the day you request the change, or on the next business day if the request is made during extended hours or on a weekend or holiday. If you change from an account that earns interest to another type of account that also earns interest, the new interest rate and calculation become effective that day. All interest earned until the day of the change will remain in your account, and your account then begins earning interest based on the new type of account. When the statement period ends, the monthly service charge will be based on the new type of account. To change your account type, call Telephone Banking or ask your account representative. Check Orders and Bank-by-Mail Kits You may obtain current pricing for personalized checks, deposit slips, and Bank-by-Mail kits by visiting your banking office or by calling Telephone Banking. The applicable fees, including tax and delivery, will be automatically deducted from your account and will appear on your statement. These fees may change without notice. We may not honor checks or be able to post deposits that do not meet our required format and encoding specifications. Checks with Restrictive Language or Notations We may not honor notations or restrictions written on checks, such as void after 90 days, paid in full, or not valid for over $500. If you do use such restrictions and notations, they may have no effect, and you agree to assume all risks that result from placing such language on your checks. Check Processing Cutoff Hour Our check processing cutoff hour under the California Commercial Code Section 4303(a)(5), with respect to any knowledge, notice, stop payment order, or legal process we receive involving a check, is one hour after the opening of the banking day following the banking day on which we receive the check. The cutoff hour with respect to setoffs we exercise is the close of the banking day following the banking day we receive a check. Check Writing Ink Color Since Digital Image Technology has been widely adopted in the banking industry, it is essential that all checks issued are written in ink colors that can be recognized by imaging equipment. All checks issued must contain dates, payees, amounts, signatures, and endorsements in dark ink colors, such as blue or black. We reserve the right to return or charge back any checks you issue when the ink color cannot be processed by automated imaging equipment. We may, without incurring liability to you, return unpaid checks you issue when the ink color cannot be processed by automated imaging equipment. Combined Balance Option for Service Charge and Activity Fee Waiver The combined balance levels listed in the descriptions of our checking accounts in the applicable Business Fee Schedule waive both the regular monthly service charge and Office Deposit and Information Services activity fees. You can maintain the required balance level in your primary checking account, or you can combine up to 20 checking, savings, money market, and time deposit accounts with your primary checking account and use their combined balance to waive the regular monthly charge and Office Deposit and Information Services fees on your primary checking account. As a Signature Banking client, you can also combine IRA accounts, Portfolio Connection, and UnionBanc Investment Services account balances. The Combined Balance Option does not apply to analyzed accounts. Your combined balance is calculated as follows: If you maintain the required combined balance level in your primary checking account, you are not charged the regular monthly service charge, or for Office Deposits or Information Services fees. However, if your balance goes below the daily minimum, we then calculate your average monthly ledger balance in your checking account for the statement period. If the required average monthly ledger balance is not maintained, we then look at your accounts you have designated for the Combined Balance Option. When we look at your combined accounts, we look at the previous statement s average ledger balances on the linked accounts and combine them with the current month s average ledger balance in your primary checking account. For time deposit (or an IRA for Signature Banking clients), we look at the time deposit (or IRA) ledger balance of the day before the date of the current statement for your primary checking account. For Signature Banking only, we will annually verify the current balance in your UnionBanc Investment Services account and, when combined with the above specified balances, use the combined total to continue the service charge and activity fee waiver. If this combined balance meets the minimum requirement, you are not charged a monthly service charge or Office Deposit and Information Services fees for that statement 34 35

25 period. If this combined balance does not meet the minimum requirement, you are charged. You cannot link checking, savings, money market, or time deposit accounts to more than one checking account for combined balance purposes. The average monthly ledger balance is calculated by adding the ledger balance in the relevant account for each day of the period and dividing that figure by the number of days in the period. To combine accounts for the Combined Balance Option for the Service Charge and Activity Fee waiver option, call Telephone Banking or ask your account representative. Duplicate Checks and Check Numbers As a fraud prevention measure, if a check drawn on your account bears the same check number as another check previously presented to us, we may return it unpaid without incurring liability to you. Electronic Presentment We may charge your account on the day a check or other item drawn on your account is presented or returned to us. We may charge your account or place a hold on funds at an earlier time if we receive an electronic or other notice that such an item has been deposited for collection or return in another financial institution, or if a business notifies us that it is processing an electronic transaction against your account (for example, a point-of-sale purchase using an ATM Card, a Debit Card, or a Debit BusinessCard). We may determine your account balance for the purpose of deciding to dishonor an item for nonsufficient available funds at any time between the time we receive the item or notice of it, and the time we must return it unpaid. We are not obligated to make this determination more than once. Examining New Checks You agree to use only checks and deposit slips obtained through us or, if obtained elsewhere, approved by us in advance. Before you obtain checks elsewhere, you must first obtain a Magnetic Ink Character Recognition (MICR) Printing Specification form completed by your office of account. You must send us a sample of 20 checks and a deposit slip for testing prior to use. If your checks or deposit slips do not meet our processing standards, or if we encounter excessive rejects during processing, we may ask you to have your checks reprinted at your expense. After attempting to fix the problem with your checks or deposit slips, and if the problem persists, we reserve the right to charge your account for extra handling. We will not be responsible for any costs or losses that may result if our equipment is not able to read and process checks you provide or obtain elsewhere without our prior approval. You must verify the accuracy of all information shown on your checks. If you find an error, do not use the checks. Notify us immediately of the error. Also, you may not use check stock, which cannot be photocopied. Our liability in matters resulting from incorrectly printed checks you have obtained through us is limited to the replacement or cost of the checks, whichever is less. You agree to indemnify us against liability we incur from incorrect information on any check you write. If information is incorrect on any deposit slip you use, we may take additional time processing your deposit without incurring liability to you. Facsimile Signatures If you use a facsimile or other mechanical signature, whether made with a rubber stamp, a computer printer, or otherwise, you agree to assume full responsibility for items signed with a facsimile that we pay, if the facsimile resembles the specimen facsimile signature provided to us by an authorized signer or any other facsimile signature used by an authorized signer. This means that we are not responsible for any misuse of a facsimile signature. You agree to indemnify and hold us harmless from any and all losses, claims, damages, liability, costs, and expenses arising directly or indirectly out of the misuse, or the unlawful or unauthorized use, of a facsimile signature by any person. Notwithstanding the foregoing, unless you make advance arrangements with us, we have no obligation to honor facsimile signatures on your checks or other orders. Image on Demand This service allows you to view Web images of both sides of your checks and deposit tickets. Several factors influence the image quality of an item, such as the check s background design, the physical condition of the check, and whether the check has been placed in a carrier. The image quality of the item is also dependent upon the imaging capabilities of any bank that participated in the clearing of that item. In rare instances, items may not be available for viewing. In such cases, please contact your branch or Customer Service Associate for assistance. Information Services Calls For accounts that are not analyzed, when you make a call to Telephone Banking or a banking office for account information, there is no charge when you ask about a savings, money market, or time deposit account. We charge only for those Information Services calls you make about your checking account to request information about your account balance, or to ask if checks or other debits, or deposits or other credits, have posted. Banking Office Calls When you call any banking office for Information Services, you will not be charged for the first three calls (five for the Business Direct Banking Account). You will be charged for each additional call during your monthly statement period. For fees, refer to the applicable Business Fee Schedule. Telephone Banking Calls For accounts that are not analyzed, when you call Telephone Banking for Information Services, you will not be charged for any calls to our Automated Direct Service. You will receive a certain number of free calls to our Personal Service depending upon your account type, and you 36 37

26 will be charged for each additional call during your monthly statement period. Refer to the Business Checking Accounts section for details. For fees, refer to the applicable Business Fee Schedule. Office Deposits Office Deposits are deposits to an account made with a teller at any Union Bank banking office. Other types of deposits are lobby box deposits, ATM deposits, bank-by-mail deposits, night depository, electronic or direct deposits, and cash vault deposits. During each monthly statement period, a certain number of Office Deposits are allowed without charge to a checking account, depending upon the checking product involved. There is a charge for additional Office Deposits to checking accounts, which can be avoided for non-analyzed accounts if you maintain the required combined balance. For fees, refer to the applicable Business Fee Schedule. Postdated Checks Unless you provide us with a postdating order, we may pay or accept for deposit, or refuse to pay or accept for deposit, any check presented for payment or deposit prior to the date written on the check. A postdating order may be given by mail or telephone through Telephone Banking or Commercial Customer Service, or at any banking office. A postdating order is your notice to us that you have issued a postdated check, and that it should be returned unpaid by us if it is presented for payment before the date of the check. You must provide the following information to place a postdating order: The account number The check number The exact amount of the check The date written on the check We may also request the name of the payee. Complete accuracy is essential because postdating orders are processed by computer. If you do not give us the exact information we require, we may still attempt to return the check if it is presented before its date, but we will not be liable to you if the check is presented and paid. We must receive the postdating order in sufficient time before your check is presented to act on it. We will mail you a confirmation notice for your postdating order. Examine the confirmation notice carefully and notify us immediately if it contains any errors. Unless you give us timely notice of an error, our records will be considered conclusive proof of the contents of the postdating order. A postdating order expires six months after we receive it or on the date of the check, whichever occurs first. You must renew a postdating order at six-month intervals to continue its effectiveness. There is a charge for placing or renewing a postdating order. Processing Checks The volume of checks presented to us for payment requires automated check processing procedures. We select some checks for review on the basis of criteria that change from time to time. We review others on the basis of a statistical sample. This means that many checks are computer processed on the basis of the Magnetic Ink Character Recognition (MICR) line printed along the bottom edge of the check, and are not individually examined for dates, maker signatures, or endorsements. Unless you make advance and mutually agreed upon arrangements with us in writing for special handling, you agree that automated processing of your checks is reasonable, and that you are responsible for preventing and reporting forgeries, alterations, and other unauthorized uses of your checks or accounts. Note: The term MICR is used two ways: (1) to define the type of ink used to print the numerical information shown on the bottom of a check and deposit ticket, and (2) to refer to the actual numerical information contained on the line described in (1), which includes a bank routing number, depositor account number, check serial number, and dollar amount of the check. Due to advances in technology, some types of check fraud have become more difficult to detect. We may, in our sole discretion and without any duty to do so, decline to honor checks for large amounts that are presented for payment against your account that we believe you may not have issued or authorized. You agree that we shall incur no liability to you for doing so. Order of Processing Checks and Other Items You agree that we may pay or certify your checks and other items in any order we choose, and that we may establish different processing priorities and categories for checks and other items. We may also change these priorities, categories, and orders at any time without notice to you. We will generally pay larger checks and transactions first. However, we are not obligated to do so. When there are not sufficient available funds in an account to cover all of the checks and other items presented on a given day, some of the priorities, categories, and orders may result in more nonsufficient available funds fees than others. Service Charges for Rejected Items Additional charges may apply for presented checks and/or deposit slips rejected from machine processing for any of the following reasons: Non-standard MICR Obsolete account number or routing number Excessive rejects due to poor quality printing ( excessive means the greater of: a) three presented checks and/or deposit slips rejected in processing in a statement cycle, or b) the percentage indicated under the Basic Account Services section in the applicable Business Fee Schedule of the total of all such items processed in that cycle). Additional charges will apply for depositing pre-encoded checks that are rejected for poor MICR quality and/or 38 39

27 encoding. Clients who have a monthly reject rate for deposited items in excess of the published percentage under the Check Processing Services section of the applicable Business Fee Schedule will be charged for each item exceeding the allowed published percentage. Individual deposits exceeding the published percentage reject rate may be held over to the next business day for processing. We reserve the right to place any clients who exhibit excessive deposit rejects, either over 25% in one day or over the published percentage for five consecutive business days, on a daily reject report to assist in resolving the MICR quality problem. If we do so, we may have to delay processing your deposits. There is a fee for each reject report we send you. See also, Deposits Service Center and Cash Vault Deposits Transport and Delivery by Carrier/Courier, later in this Agreement. Re-Presented Check Entries Under certain circumstances, we may debit your account for checks previously returned for nonsufficient available funds or uncollected funds, and re-presented for payment by the payee s bank. These electronically re-presented check entries will appear on your statement with the description REDEPCHECK. Safeguarding Blank and Cancelled Checks You agree you have an obligation to us to safeguard your blank and cancelled checks and other documents that contain your account number, and to take reasonable steps to prevent their unauthorized use. This means storing them under dual control in a secure, locked location accessible only to personnel authorized to sign them. Blank checks should not be kept with bank statements and paid checks, since this provides a wrongdoer with specimens of authorized signatures and average balance information. You agree to accept responsibility for any failure to safeguard your blank checks, and agree to notify us immediately if one or more of your checks is lost or stolen. We may require you to accept a new account number if one or more of your checks is lost or stolen, or if you are unsure of exactly which checks are lost or stolen. If we do so, checks you have written against the old account number that have not yet been paid may be returned Account Closed or Refer to Maker. You are responsible for issuing replacement checks. If you do not wish to close your account, and we permit you to keep it open, then we shall have no liability to you for subsequent losses on the account due to forgery or other fraud. Stale-Dated Checks/Checks More Than Six Months Old The Bank will not be liable if we choose to pay or accept for deposit, or refuse to pay or accept for deposit, any check presented more than six months from the date written on the check, whether or not the check may have been subject to a stop payment or postdating order, that has expired by the time the check is presented to us. Stop Payments We may accept a request for a stop payment on any traditional paper check from any signer or from any other individual who we reasonably believe has apparent authority to act on your behalf. A stop payment on a traditional paper check may be given by mail, by telephone, through Telephone Banking, the Direct Banking Center, any of the banking offices, or one of our electronic access services. A stop payment order becomes effective when we confirm its receipt and have verified that the item has not been paid. We will not be able to verify this for items paid more than 90 days prior to your request, and accept no liability for stops placed on checks already paid 90 days or more prior to your request. Important Note: A stop payment is not available for payments you request through Internet Business Banking or the Telephone Banking Bill Pay Option (even if we complete your Internet Business Banking and Telephone Banking payment request by sending the payee a Cashier s Check) or payments made by electronic debits to your account by a creditor or other payee (or us) whom you have authorized to charge your account electronically to make one or more payments. To learn how to cancel such payments, see Canceling Payment Requests for Electronic Transactions, below. We offer traditional six-month stop payments that expire at the end of six months from the date we accept the order. Stop payment orders will automatically expire at the end of six months from the date we accept the order, unless auto renew is indicated next to the expiration date on the confirmation notice. In this case, but only for so long as your account remains on Automated Account Analysis, the stop payment will automatically renew at six-month intervals unless you request its release. You must place a new stop payment order if you wish to reactivate an expired or released stop payment order. Complete accuracy is essential because all stop payment orders are processed by computer. If any of the required information is incomplete or incorrect, we will not be responsible for failing to act on the order. We may process stop payment requests that cover a range of checks that are missing or stolen without specifying the dollar amount. However, we may require you to accept a new account number if this happens. See the Safeguarding Blank and Cancelled Checks section on the previous page of this Agreement. We will send you a confirmation notice of your stop payment request. Examine the confirmation notice carefully and notify us immediately if it contains any errors. Unless you give us prompt notice of an error, our records will be considered conclusive proof of the contents of the stop payment request. Important Note: Requests you give us online or through one of our other electronic access services to place a stop on a traditional paper check you have issued must follow the procedures and specifications we establish for those services. From time to time, the online system may be inoperable. If that occurs, you may transmit stop payment orders by telephone, in writing, or in person at a banking office

28 Check Stop Payments We must have the following information before we can stop payment on a check: a) The account number against which the item is drawn b) The exact check number c) The exact amount of the check (dollars and cents) We may also request the name of the payee and the date written on the check. You should be aware that anyone holding your check, including Union Bank, may be entitled to enforce payment against you despite the stop payment request. You also agree to indemnify, defend, and hold us harmless from all costs (including attorneys fees), actions, damages, claims, and demands related to, or arising from, our action in stopping payment on your check. If a stop payment order expires or is cancelled by you, we may pay the check if it is presented for payment, even though it may be stale-dated by that time. If we pay your check over a valid stop payment request, we will credit your account for the amount of loss you prove has occurred, or the face amount of the check, whichever is less. However, we have a reasonable period of time to research the circumstances concerning any such check before crediting your account, and until such research is complete, we have no obligation to provisionally credit your account. In no event is the Bank accountable for special or consequential damages, or for attorneys fees you may incur. You agree to assign to us all rights against the payee and/or any other holder of your check. You also agree to cooperate with us in any legal actions that we may take against such persons. There is no charge for stop payments for Signature Banking or Priority Banking clients. Stop Payments on Cashier s Checks We will accept a stop payment order for a Cashier s Check only if it has been lost, stolen, or destroyed. We will not issue a replacement until a date 90 days or more after the issue date of the Cashier s Check. Canceling Payment Requests for Electronic Transactions Pre-Authorized Debits If you have authorized a creditor or other payee (or us) to charge your account electronically to make one or more payments, you can cancel the payment(s) by calling Telephone Banking at , or by calling or visiting your banking office. We must receive your request to cancel such a payment at least three business days before the date the payment is scheduled to be made. Internet Business Banking and Telephone Banking Bill Pay Option Payments Payments you request through Internet Business Banking or Telephone Banking Bill Pay Option must also be cancelled in a timely manner. (See below for cancellation instructions.) You must cancel such payments before they are made, because stop payments are not available for payments you request through Internet Business Banking or Telephone Banking Bill Pay Option. We complete these payments by sending an electronic fund transfer to the payee or by mailing a Cashier s Check to the payee. After we have sent the funds electronically or mailed a Cashier s Check, we cannot stop the payment. To cancel a payment request made through Internet Business Banking, see our Internet Business Banking Agreement or call Telephone Banking at , select option 1 then 4. To cancel a payment request made through Telephone Banking Bill Pay Option, see Canceling Bill Pay Requests in the Telephone Banking Bill Pay Option section later in this Agreement. Stopping Pre-Authorized Electronic Payments We may also accept a request for a stop payment on any Automated Clearing House (ACH) or electronic transaction. See the Canceling Electronic Payments Made Via ACH section later in this Agreement for details. Stop Payments Through Internet Business Banking To stop an electronic payment request you have made at your computer, you must follow the instructions in your Internet Business Banking Service Agreement or your Online Banking Agreement by calling the Direct Banking Center at select option 4 then 1. Substitute Checks To make check processing faster, federal law permits banks to replace original checks with substitute checks. These checks are similar in size to original checks, with a slightly reduced image of the front and back of the original check. The front of a substitute check states: This is a legal copy of your check. You can use it the same way you would use the original check. You may use a substitute check as proof of payment, just like the original check. Some or all of the checks that you receive back from us may be substitute checks. NONSUFFICIENT AVAILABLE FUNDS (NSF) All Checking and Savings Accounts All Withdrawal, Transfer, and Payment Transactions: Checks, ATM Withdrawals, ATM Transfers, Electronic Fund Transfers, Point-of-Sale (POS) Purchases, Telephone Transfers, Automatic Transfers, Pre-Authorized Debits, Wire Transfers If you do not have sufficient available funds on deposit in your checking or savings account at the time a check is presented for payment or any other transaction is posted to your account or received by us (for example, automatic payments or electronic fund transfers), we may return the check unpaid or reject the transaction. However, in our sole discretion, we may choose to pay the check or process the transaction in spite of nonsufficient available funds. ( Available funds are funds credited to your account that are not subject to a hold.) 42 43

29 We may assess a Nonsufficient Available Funds charge whether we pay or return checks or other items drawn against nonsufficient available funds. We may also assess a Nonsufficient Available Funds charge whether we process or reject ATM withdrawals and transfers, electronic fund transfers, point-of-sale (POS) purchases, telephone transfers, automatic transfers, pre-authorized debits, wire transfers, or any other type of withdrawal, transfer, or payment transaction presented to us when your account has nonsufficient available funds. When we assess a fee for nonsufficient available funds, it will be based on the number of days on which your checks or other transactions have been presented to us when your account has had nonsufficient available funds during the previous 12 months. For fees, refer to the applicable Business Fee Schedule. Overdrafts are payable immediately, without demand. You agree that we may, to the maximum extent permitted by law, apply deposits (including, but not limited to, Social Security, SSI, and similar benefits) to overdrafts without further notice to or consent from you. If we permit an overdraft on an account, all account owners are jointly and severally liable to reimburse us immediately, even if one or more owners did not personally participate in the transaction, benefit from its proceeds, or make any deposits to the account. Even if we pay some checks or other transactions by overdrawing your account, we are not obligated to continue to do so in the future. We may discontinue permitting overdrafts without notice to you, regardless of our previous practice or course of conduct. If we do not allow an overdraft or an increase in an overdraft, you agree we have no liability for returning checks unpaid or rejecting other transactions, even if the insufficiency of funds in your account resulted from the assessment of Bank charges, such as account maintenance or other service fees. (To avoid overdraft and nonsufficient available funds (NSF) charges and the possibility of returned checks and other rejected transactions, you must make sure that your account contains sufficient available funds for each of your checks at the time it is presented to us for payment, and for transactions using an ATM Card, Debit Card, or Debit BusinessCard at the time you use the Card at an ATM or a business. Our Business Savings Overdraft Protection Plan and Business Cash Reserve Account services also can help you to avoid NSF charges, returned checks, and other rejected transactions. Our Online Banking and Online Bill Pay can also help you manage your account and keep track of spending.) Continued Overdraft Fee If you do not deposit sufficient funds to cover an overdraft (that is, a ledger balance less than zero) by the fourth calendar day that your account has been continuously overdrawn (counting the day the overdraft first occurs as the first calendar day), there is an additional fee for each business day that the overdraft continues. (You may have one or two additional calendar days to cover an overdraft under some circumstances. For example, if an overdraft occurs on Wednesday and is not promptly covered, the daily Continued Overdraft Fee will not begin until the following Monday, unless Monday is a Bank holiday, in which case the fee will begin the following Tuesday.) In all cases, if you make a deposit sufficient to cover the overdraft on a business day at one of our banking offices or ATMs before the posted cutoff time, no fee is charged for that business day. See the applicable Business Fee Schedule for the amount of the Continued Overdraft Fee and the maximum number of business days the fee may be imposed. BUSINESS TIME DEPOSIT ACCOUNTS Custom Time Deposit Custom Time Deposit accounts give you flexibility with a guaranteed rate of return. You can invest any amount from $350 to $1,000,000 with terms (maturity periods) from 32 days to 60 months (terms from seven to 31 days are available with a minimum opening deposit of $2,500). Custom Time Deposit accounts automatically renew for the same term at the interest rate in effect on the account s maturity date. Interest rates for Custom Time Deposit accounts are set by the Bank and are subject to market conditions, your account balance, and term. After the account is opened, you may not make additional deposits into or withdrawals from the account until the maturity date. Withdrawals prior to maturity are subject to an Early Withdrawal Fee or Compensating Fee. For current rate information, call Telephone Banking, Commercial Customer Service, or any office of Union Bank. Custom Time Deposit accounts are non-negotiable. Promotional Rate Time Deposit From time to time, we may offer special rates on time deposit accounts for specific terms. These time deposit accounts are considered to be Promotional Rate Time Deposits and may not be offered at all times. Promotional Rate Time Deposits have different minimum balance requirements, depending on rate, which are disclosed on the Interest Rate Sheet provided at the time of account opening. Your Promotional Rate Time Deposit account will be automatically renewed for the same term, at the non-promotional, or standard, interest rate in effect on the account s maturity date. Interest rates are set at our discretion and are subject to market conditions, your account balance, and term. Except as described above, Promotional Rate Time Deposit accounts are subject to the terms and conditions of our Custom Time Deposit. Product/Offer Termination The Bank reserves the right to terminate this program/offer at any time with or without notice. Your Promotional Rate Time Deposit account is subject to the fees shown in the applicable Business Fee Schedule

30 Fixed Maturity Time Deposit Your Fixed Maturity Time Deposit account may be opened for $1,000,000 or more, and is available with a fixed maturity with terms from seven days to one year. Terms greater than one year are available and are subject to market conditions and Bank policy. Fixed Maturity Time Deposit accounts are also available for amounts from $350 to $1,000,000 with terms from 32 days to 60 months (terms from seven to 31 days are available with a minimum opening deposit of $2,500). Fixed Maturity Time Deposit accounts must mature on a Bank business day and will stop earning interest on their maturity date. Interest rates for these accounts are subject to market conditions, your account balance, and term. After the account is opened, you may not make additional deposits into or withdrawals from the account until the maturity date. Withdrawals prior to the maturity date are subject to an Early Withdrawal Fee or Compensating Fee. For current interest rate information, call Telephone Banking, Commercial Customer Service, or any office of Union Bank. Fixed Maturity Time Deposit accounts are non-negotiable. Payment Bond Time Deposit Payment Bond Time Deposit accounts are available to sole proprietors and other businesses that are required to post a bond. You can open a Payment Bond Time Deposit account for as little as $500 with terms from one to five years (terms from 32 to 364 days are available with a minimum deposit of $1,000, and terms from seven to 31 days are available with a minimum deposit of $2,500). These accounts are available with a fixed maturity or automatic renewal provision. Interest rates for Payment Bond Time Deposit accounts are set by us and are subject to market conditions, your account balance, and term. Payment Bond Time Deposit accounts of $1,000,000 or more have a fixed maturity. Interest on your Payment Bond Time Deposit account is payable to you, the Depositor. The principal balance in this account is payable to the third party you designate on the Payment Bond Certificate itself, unless the third party reassigns the principal balance back to you by endorsing the Certificate and delivering it to you. After the account is opened, you may not make additional deposits into or withdrawals from the account until the maturity date. Withdrawals prior to the maturity date are subject to an Early Withdrawal Fee or Compensating Fee. For current rate information, call Telephone Banking or Commercial Customer Service, or any office of Union Bank. Payment Bond Time Deposit accounts are non-negotiable. Public Funds Time Deposit Public Funds Time Deposits may be opened for $1,000 or more, and are available with a fixed maturity of seven days to 60 months. The availability of maturities longer than one year, or balances of $1,000,000 and over, is subject to market conditions and the Bank s policy. Public Funds Time Deposits are collateralized in accordance with the applicable government codes for California, Oregon, and Washington. Public Funds Time Deposits do not carry an automatic renewal provision. For current rate information, contact Commercial Customer Service or your Government Services Relationship Manager. Foreign Currency Time Deposit Foreign Currency Time Deposit (FCTD) accounts are issued by Union Bank and are available in several different currencies. These accounts are denominated in the foreign currency selected, and are eligible for insurance coverage by the Federal Deposit Insurance Corporation (FDIC) for up to the permissible limit in U.S. dollars, subject to other FDIC limitations. FDIC insurance is determined in the FCTD based on the value of the foreign currency balance converted into U.S. dollars as of the Bank s closure date. For more information, refer to the section on FDIC Insurance in the General Banking Information section of this Agreement. There are substantial risks and volatility involved in investing in currency markets. FCTD accounts are subject to certain risks to which U.S. dollar deposits are not. FDIC insurance does not cover losses associated with such risks. These risks may include some or all of the following: Currency valuation risk The chance that the value of a foreign currency account measured in U.S. dollars will decrease because of unfavorable changes in the currency exchange rates. Country risk The risk that domestic events, such as political upheaval, financial troubles, or natural disasters, will weaken a country s currency markets. Regional risk The chance that an entire region could be hurt by events such as political upheaval, financial troubles, or natural disasters. Emerging Markets risk The possibility that currency in some countries identified as emerging markets will be more volatile, and substantially less liquid, than currencies in more-developed countries. Sovereign risk A sovereign risk occurs if a country prohibits the cross-border circulation of its currency or otherwise fails to honor its currency. The risks described are not meant to be all-inclusive. There may be other risks not described in this Agreement that could substantially affect the value of a foreign currency investment as measured in U.S. dollars. These risks are the sole responsibility of the account holder and not the Bank. FCTDs may not be suitable for investors who are risk averse. Consult your investment and tax advisors prior to investing. U.S. dollar funds may be converted to a foreign currency that will be placed in the FCTD account. The amount of the foreign currency received will be based on the value of the foreign currency at the time of conversion. When the FCTD account 46 47

31 matures, if it is not rolled over or transferred to a Foreign Currency Demand Account (FCDA), the foreign currency will be converted back into U.S. dollars unless payment is to be made in the foreign currency. If the value of the foreign currency has fallen since the original purchase, there will be a loss when it is converted back to U.S. dollars. In some cases, the foreign country issuing the foreign currency or the United States government may impose restrictions or prohibitions on the conversion of the foreign currency into U.S. dollars. These restrictions may result in the loss of some or all of the foreign currency investment. The Bank is not responsible for such losses, and FDIC insurance does not cover these losses. There may be a variety of fees and/or charges on this FCTD account. You will pay a fee for converting your U.S. dollars into the foreign currency, and for converting the foreign currency back into U.S. dollars. The Bank must receive your disbursement instructions at least two business days prior to maturity. Failure to provide instructions could delay your receipt of funds. Business days do not include Saturdays, Sundays, or Bank holidays. This account will not renew automatically at maturity. FCTD accounts are non-negotiable. Terms from seven days to one year are available. FCTD accounts have a fixed maturity date and do not earn interest after maturity. Interest will accrue until the maturity date of the account, which is shown on your FCTD account confirmation notice. The Annual Percentage Yield assumes interest will remain on deposit until maturity. A withdrawal will reduce earnings. Interest is simple (paid on principal balance only) and begins to accrue on the business day you make a non-cash deposit (for example, checks). We use the daily balance method to calculate the interest on your account. For FCTDs in British pounds or Hong Kong dollars, interest is based on a 365/366- day year. For all other currencies for which we offer FCTDs, we pay 1 360th of the annual rate of interest 365 days a year (366 days in a leap year). (The calculation method on FCTD accounts is based on the market convention for each specific currency. For additional information, contact Global Foreign Exchange at ) The daily balance method is used to calculate the interest on your account. This method applies a daily periodic rate to the principal in the account each day. Interest is paid only on the maturity date of your FCTD account. After the account is opened, you may not make additional deposits into or withdrawals from the account until the maturity date. An Early Withdrawal Fee or Compensating Fee may apply to your FCTD account. See the following section, General Information About Business Time Deposit Accounts. Minimum opening deposit:... $ 25, U.S. dollar equivalent Your FCTD account is subject to fees shown in the appropriate Business Fee Schedule. GENERAL INFORMATION ABOUT BUSINESS TIME DEPOSIT ACCOUNTS Interest For accounts of less than $100,000, interest is compounded daily using a 365-day year from the day of deposit to the account s maturity date. For accounts of $100,000 and over, but under $1,000,000, interest is compounded daily using a 360-day year from the day of deposit to the account s maturity date. For accounts of $1,000,000 or more, interest is simple and based on a 360-day year. Interest for time deposit accounts owned by public agencies is calculated on a simple interest basis using a 360-day year, regardless of the amount of the time deposit account. Interest is paid by check quarterly or at maturity. Interest may be paid to your Union Bank checking or savings account, reinvested to your time deposit on its maturity date (this interest payment option is not available for Payment Bond Time Deposits), or paid by check. The frequency with which you choose to receive your interest payment is dependent on your account s term. For terms of seven through 31 days, interest may be paid only at maturity. For terms of 32 days to one year, interest may be paid monthly, quarterly, semiannually, annually, or at maturity. For terms greater than one year, interest must be paid at least annually, and may be paid monthly, quarterly, or semiannually. Interest on Payment Bond Time Deposits is paid to the purchaser of the time deposit, and may be paid by check or transferred to a deposit account in the purchaser s name. Automatic Renewal Provision Time deposit accounts with an automatic renewal provision and a term of 32 days or more will be automatically renewed for the same term, and at the interest rate in effect on the account s maturity date, unless the funds are withdrawn on that date or within 10 calendar days after that date. Accounts with a term of 31 days or less will be automatically renewed for the same term, and at the interest rate in effect on the account s maturity date, unless the funds are withdrawn within three calendar days after that date. This policy will also apply to any subsequent maturity date. If your time deposit account has a term of 32 days or more, we will notify you in writing before the original maturity date and all subsequent maturity dates. We reserve the right to close any time deposit account on the original or any subsequent maturity date, or change the terms or the method of interest calculation on any of these maturity dates, after giving you written notice of our intention to do so. Early Withdrawal Fee and Compensating Fee When you invest in a time deposit, you agree to keep the principal on deposit with us for the term you have selected

32 If you withdraw all or a portion of the principal prior to the maturity date of the deposit, the Bank may assess an Early Withdrawal Fee or Compensating Fee, whichever is greater. It may be necessary to deduct all or a portion of the fee from the principal amount of the time deposit. Note: Any portion of a time deposit withdrawn due to the death or legal incompetence of the owner is not subject to an Early Withdrawal Fee or Compensating Fee. Early Withdrawal Fee The Bank s Early Withdrawal Fee will be assessed as follows: For time deposits with terms of seven through 31 days, the Early Withdrawal Fee is an amount equal to the largest of: a) all interest earned on the amount withdrawn b) an amount equal to seven days interest on the amount withdrawn c) an amount equal to one-half the interest that could have been earned for the term on the amount withdrawn For time deposits with terms of 32 to 91 days, the Early Withdrawal Fee is 31 days simple interest at the rate being paid on the amount withdrawn, or the Compensating Fee explained below, whichever is greater; For time deposits with terms of 92 days to one year, the Early Withdrawal Fee is 91 days simple interest at the rate being paid on the amount withdrawn, or the Compensating Fee explained below, whichever is greater; For time deposits with terms of more than one year, the Early Withdrawal Fee is 181 days simple interest at the rate being paid on the amount withdrawn, or the Compensating Fee explained below, whichever is greater. Compensating Fee The Compensating Fee is designed to protect the Bank during periods of increasing interest rates. The following paragraphs describe when the Early Withdrawal Fee or the Compensating Fee will be assessed, and how the Compensating Fee is calculated. The Compensating Fee is calculated by first determining the rate differential. This is determined by subtracting the interest rate being paid on your time deposit from the rate we would pay on a new time deposit in the amount of your original time deposit, with a term equal to the number of days remaining in the term. Then the Compensating Fee is determined by calculating the amount of simple interest that could have been earned on the amount withdrawn for the number of days remaining in the current term of your time deposit at the interest rate equal to the rate differential determined above. Please see the example below. The fee for withdrawing funds before the account s maturity date is the greater of the Early Withdrawal Fee or Compensating Fee. Example: If a $2,000 time deposit established for three years (36 months) at 4% is withdrawn after one year (12 months), we would first determine the rate for a new $2,000, 24-month time deposit (the remaining term of the time deposit). If this rate were 7%, we would calculate a fee equal to 24 months simple interest on $2,000 at 3% (the rate differential 7% minus 4%). The Compensating Fee is $120. We would also calculate 181 days simple interest on $2,000 at 4%. The Early Withdrawal Fee is $ For this example, the $120 Compensating Fee would be the greater of the two. ELECTRONIC BANKING SERVICES This portion of the Agreement contains the terms and conditions for all electronic banking services available with Union Bank accounts. This section and the following sections of this Agreement contain specific information about ATM Services, Card Services, Telephone Banking, Commercial Customer Service, ACH Services (such as direct deposits and pre-authorized transfers), and Wire Transfer Services. This portion of the Agreement does not cover transactions initiated by check, draft, or similar paper instruments (except checks issued in connection with payment requests you make via computer through our Internet Business Banking service or via our Telephone Banking Bill Pay Option, and checks used by a merchant or other payee as a source of information to initiate one-time or recurring transfers from your account), or individual transfers we initiate without your specific request, but does cover transactions under an agreement with you, such as automatic savings transfers or automatic loan payments to us from your account. Union Bank may, from time to time, make new electronic banking services available. We may offer these services directly through other ATM networks or through an individual merchant. All of the terms and conditions in this Agreement will apply to any new electronic services offered to you. By applying for any of our electronic banking services, or by accepting, signing, or using your Union Bank ATM Card, Debit Card, Debit BusinessCard, Telephone Banking, Automated Customer Service, or any of our other electronic banking services, you agree to the terms and conditions in this Agreement. Checks Used to Initiate Electronic Fund Transfers from Your Account (Electronic Check Conversion) The paper check you deliver to a merchant or other payee may be used to initiate one-time or recurring electronic transfers from your account. The merchant or other payee is required to notify you and obtain your consent before converting your check to an electronic fund transfer. A merchant may notify you merely by posting a notice that your check may be converted to an electronic transfer; the merchant does not need your written consent. A payee to whom you mail checks may notify you in an invoice or statement of its intention to convert your checks into electronic transfers. When a merchant or other payee converts your check into an electronic transfer, the funds may be withdrawn from your account on the same day the merchant or other payee receives your check

33 Checks Returned Unpaid Due to Nonsufficient Available Funds; Electronic Fund Transfers Used to Collect Service Fees The payee on a check we return for nonsufficient available funds may charge your account electronically to collect the amount of service fees imposed for the check s return. The payee must first disclose to you the amount of such service fees and the fact that it intends to collect this amount electronically. You give the merchant or other payee your consent if you proceed with the transaction after you receive such notice; your signature is not required. Our Liability for Electronic Banking Transactions We are not liable for any claims, losses, damages, or expenses arising from, or in connection with, unauthorized or erroneous electronic banking transactions (including without limitation Card and Telephone Banking transactions, direct deposits, preauthorized transfers, and other ACH transactions), that do not result solely from our negligence or intentional misconduct, except to the extent the California Commercial Code requires otherwise). ATM CARD, DEBIT CARD, AND DEBIT BUSINESSCARD SERVICES ATM Card, Debit Card, and Debit BusinessCard Union Bank s ATM Card ( Card ) is available to almost any Union Bank client who has a checking, savings, or money market account. In the Electronic Banking Services section of this Agreement, the term Card means an ATM Card (including a Business Full-Service ATM Card but not a Business Deposit Only ATM Card), a Debit Card, or a Debit BusinessCard. Your Card, along with your personal identification number (PIN), enables you to use Union Bank ATMs and network ATMs. If your Card is linked to a checking or money market account, you may also use it to make pointof-sale (POS) Card purchases at participating merchant locations. You may not use your Card for Internet gambling or any illegal purpose. When you use your Card at a Union Bank ATM, your transaction can be from any Union Bank checking, savings, or money market account linked to your Card. When you use your Card at a network ATM, you will have access to your designated primary checking or savings account. When you make a Card purchase, the amount of your purchase is subtracted from your primary checking account. If you have more than one checking account, ask your account representative to designate the checking account you want to use as your primary account for network ATM service and Card purchases. If your Card is linked only to a savings account, it cannot be used to make POS purchases. If your card is a Business Deposit Card, it cannot be used for ATM Mini-Statements or to make ATM withdrawals, balance inquiries, transfers, or POS purchases. When you use your Card at ATMs and at merchant POS locations, you may be requested to sign a receipt or enter your PIN. There is no Union Bank charge when you use your Card for purchases. However, some merchants may assess a surcharge. Types of ATM Cards, Debit Cards, and Debit BusinessCards Deposit Card With this type of Card, a business can authorize any employee to make deposits to the linked business checking, savings, or money market accounts. Each designated employee will receive his or her own Card with the business name and the employee name embossed on the Card. When the Deposit Card is used, the ATM prints a receipt showing the date, time, location, and amount of the deposit. For privacy purposes, the account balance does not appear on the receipt, and an ATM Mini-Statement is not available. Also for privacy purposes, a Deposit Card cannot be used to access Telephone Banking. The Deposit Card can only be used at Union Bank ATMs. Full Service Card A Business Full Service Card allows any authorized employee to make cash withdrawals and deposits, transfer funds between linked accounts, and make balance inquiries at any Union Bank ATM. This Card also permits the authorized employee to make cash withdrawals, make transfers between the primary checking and savings accounts, and make balance inquiries at network ATMs. The Full Service Card can also be used to make purchases wherever the Star or Maestro / MasterCard symbols are shown. Purchases made with the Card are deducted from the primary checking account. The Card can also be used at Union Bank ATMs to print an ATM Mini- Statement (fee may apply). Debit Card and Debit BusinessCard The Union Bank Debit Card and the Debit BusinessCard have all the features of the Union Bank ATM Card and may also be used for purchases everywhere MasterCard Debit Cards are accepted. When using your Card at a MasterCard location, you may be asked to sign a receipt or enter your PIN. At some merchant locations, including certain gasoline stations, you may not be required to sign your name or enter your PIN. All Card purchases are deducted from your designated primary checking account. Your Card must be activated before you can use it. Activate your Debit Card or Debit BusinessCard by calling the number shown on the activation sticker, by using any Union Bank ATM or network ATM, or by making a point-of-sale purchase using your PIN. Foreign Transactions If you use your ATM Card, Debit Card, or Debit BusinessCard to conduct a transaction in a currency other than U.S. dollars, the merchant, network, or card association that processes the transaction may convert any related debit or credit into U.S. dollars in accordance with its then-current policies. MasterCard currently uses a conversion rate that is either: (a) selected from a range of rates available in the wholesale currency markets (Note: This rate may be different from the rate that MasterCard receives), or (b) the government-mandated rate. The conversion rate may be different from the rate in effect on the date of your transaction 52 53

34 and the date it is posted to your account. A Foreign Purchase Fee equal to 2% of the transaction amount (including credits and reversals) may be imposed for each transaction you conduct outside of the 50 states (even if the transaction is conducted in U.S. dollars). The country where the purchase takes place is based on the country code provided by the merchant in the transaction description. Union Bank ATMs You can use most Union Bank ATMs for the following banking transactions: Withdraw cash Deposit currency or checks no coin Note: You must include a deposit slip or use the courtesy deposit slip provided with the ATM deposit envelope. Failure to use a deposit slip with your account number may cause your deposit to be delayed or recorded to the wrong account. Transfer money between checking, savings, and money market accounts linked to your Full Service ATM Card, Debit Card, or Debit BusinessCard Make balance inquiries for all accounts linked to your Card Make payments to any Union Bank loan account, or deposits to Union Bank checking, savings, or money market accounts not linked to your Card. When using the Payment Enclosed function at a Union Bank ATM, include a deposit slip or payment coupon. Print an ATM Mini-Statement (fee may apply) In most cases, there are no charges for using Union Bank ATMs, other than regular account fees described in this Agreement or our Business Fee Schedules. (There may be a charge to print an ATM Mini-Statement.) Other financial institutions may charge you for using their ATM cards in Union Bank ATMs. Union Bank ATM service is available seven days a week, 24 hours a day, although access and services may be limited at some locations. ATM Mini-Statements (Not Available with Deposit Card) ATM Mini-Statements are available at Union Bank ATMs. You can print two types of Mini-Statements: Last Ten Transactions This Mini-Statement lists up to the last 10 transactions posted to the account you select. It includes deposits, checks, Card purchases, cash withdrawals, interest paid to your account, electronic transactions, and any fees charged to your account. Last Ten Card Transactions This Mini-Statement lists up to the last 10 transactions made with your Card. Transactions listed on Mini-Statements may include deposits that we have not yet verified or collected, and the balances listed may not include recent deposits or payments, outstanding checks, or other charges that have not yet been posted to your account. If there are no transactions to report, the screen on the ATM will say so, and you will not be charged. Network ATMs (Non-Union Bank ATMs) You may use your Full Service ATM Card, Debit Card, or Debit BusinessCard through ATM networks to: Withdraw cash Make balance inquiries Transfer funds between your designated Union Bank primary checking and savings accounts When you use your Card at network ATMs, you may be charged a fee. Differences in time zones and business hours of participating financial institutions vary and may affect when you can use a network ATM at another bank. At some locations outside of the United States, you may not be able to access your savings account(s). ATM CARD, DEBIT CARD, OR DEBIT BUSINESSCARD PURCHASES You may use your Card to pay for goods and services purchased from merchants who accept the ATM Card, Debit Card, or Debit BusinessCard. Debit Card and/or Debit BusinessCard purchases made at locations that accept the MasterCard debit card do not require the use of your PIN. Instead, you may be asked to sign a receipt or provide identification. The amount of each purchase will be deducted from your designated primary checking account. Card purchases may be limited to your daily limit or your available balance, whichever is less. Your purchases may be limited to $350 if your balance cannot be verified. Merchants may charge a fee, which would be displayed separately and added to the purchase amount before the transaction is sent to Union Bank and deducted from your account. Debit Card and Debit BusinessCard clients who shop at participating Internet merchants will be required to enroll in the MasterCard SecureCode Program. This added feature will help protect your Card from unauthorized transactions. Point-of-Sale Transaction Holds When you use your Union Bank ATM Card, Debit Card, or Debit BusinessCard to pay for goods or services, certain merchants may ask us to authorize the transaction in advance. When we do, we commit to making the requested funds available when the transaction finally settles, and may place a temporary hold on your account for the amount requested by the merchant. Until the transaction finally settles or we determine that it is unlikely to be processed, the funds subject 54 55

35 to the hold will not be available to you for other purposes (e.g., to cover checks, ATM withdrawals, or other transactions). Occasionally, a merchant may incorrectly estimate the amount of a transaction or fail to notify us that a transaction has been cancelled (e.g., because you later decide to pay by check). If you incur nonsufficient available funds or overdraft charges as a result, contact the Bank at , select option 2 then 4, and we will generally reverse the charges. Except for Foreign Purchase fees, the Bank does not assess any special fees or charges for Card purchases. Regular account fees and charges that apply to specific accounts are listed in this Agreement or our Business Fee Schedules. Union Bank ATMs and other network ATMs normally dispense receipts that describe each of your transactions. At merchant locations, you will be issued a receipt if you request one. Rules Governing Union Bank ATMs, ATM Card, Debit Card, and Debit BusinessCard Transactions At Union Bank ATMs, you can withdraw cash in multiples of $20 as often as you wish, although we may limit your withdrawals to no more than your daily limit or your account balance, whichever is less, in any single day. In addition to cash withdrawals, you can make any number of Card purchases up to your daily limit, or $350 if your balance cannot be verified. The merchant may add fees to the purchase amount. Withdrawals at non-union Bank ATMs are subject to the same rules. However, these ATMs may dispense cash in multiples other than $20, and in some cases, the total amount you can withdraw may differ. In addition to the network fees, the owner of other network ATMs may add a surcharge fee to the withdrawal amount. In any case, we may limit your purchases, withdrawals, and transfers from any of your accounts to the combined balance of your account and any credit available to you under the terms of any overdraft protection plan in which you participate. For Union Bank transactions, you may link up to nine accounts in addition to your primary checking account. These nine accounts may be checking, savings, or money market. There may be limitations on the number and types of transfers from some of these accounts. Refer to your specific account type in this Agreement. An ATM Card, Debit Card, or Debit BusinessCard purchase, transfer, cash withdrawal, or point-of-sale transaction (including a point-of-sale authorization we give a business) made on any Union Bank checking or savings account before 9:00 p.m. (Pacific Time) on any business day may immediately reduce the balance in your account available to honor your checks or other transactions by the dollar amount of the transaction (or point-of-sale authorization). In such cases, we are not responsible or liable to you for refusing to honor your checks or other transactions because of nonsufficient available funds, even if the business incorrectly describes your transaction or its final cost, or fails to notify us in a timely manner that the Card transaction has been cancelled and will not be presented to us for final settlement. Deposits and payments made at Union Bank ATMs will be recorded the same business day as they are made if we receive them before the ATM Deposit cutoff time posted on the ATM. When received later than the ATM Deposit cutoff time, or on a weekend or holiday, deposits and payments will be recorded the following business day. Although many banking offices are open on Saturdays and Sundays, deposits made after the posted ATM Deposit cutoff time on Friday will be recorded in your account the following Monday, unless it is a Bank holiday. In that case, your deposit will be recorded on the following Tuesday. All deposits and payments are subject to Bank verification. We may place a hold on checks you deposit until funds are available. You will be notified if a hold is placed on a check you deposited. During the hold period, these funds may not be withdrawn. The Card is the property of Union Bank and has been issued to you for use with your accounts. We reserve the right to discontinue the privileges associated with your Card at any time without prior notice. If you no longer wish to use your Card, you can dispose of it by cutting it in half and contacting the Bank to let us know you have disposed of it. Your Union Bank ATM, other network ATM, and Card purchase transactions will be reported on your regular account activity statement. Your Card is valid through the last day of the month shown on the Card. Each Card is renewed periodically. Union Bank prints only a portion of your Card number and account numbers on receipts to ensure added safety and security. Safeguarding ATM Cards, Debit Cards, and Debit BusinessCards You agree you have an obligation to us to safeguard your Card (and any other card you ask us to issue to another person) and will take reasonable steps to prevent their unauthorized use. You agree to accept responsibility for any failure to safeguard your Cards. This means storing the Cards in a secure location accessible only to the authorized users. Cards should be kept separate from the PIN, since not doing so provides a wrongdoer with the ability to access your account. You also agree to notify us immediately if any Card is lost or stolen, your PIN has been compromised, or you notice any unauthorized activity. We may request your report of unauthorized activity in writing

36 ATM and Night Depository Safety To ensure your safety when using an ATM or night depository, remember the following tips: Never disclose your PIN to anyone, including Bank employees, merchants, government officials, or the police When selecting or changing a PIN, do not use any number or word that appears in your wallet (e.g., a birth date, address, phone number, or Social Security number). Memorize your PIN; do not write it down Be aware of your surroundings, particularly at night Park nearby in a well-lit area Look around. If you notice anything or anyone suspicious, use another ATM or come back later. Stand in a position so the person behind you cannot see you enter your PIN Always take your receipt with you to keep your account information confidential Do not accept offers of help from anyone you do not know. If you have a problem or question, contact your banking office. Make sure the passenger windows in your vehicle are closed and your doors are locked when you are using a drive-up ATM. Do not display your cash. Pocket it and count it later in the safety of your car, office, or home. Documentation of Transfers You will normally be issued a receipt when you use an ATM or make a purchase using your Card. At Union Bank ATMs, you will be given the choice of having a receipt printed or completing your transaction without a receipt if the ATM is unable to print a receipt. We will mail, deliver, or otherwise make available to you a detailed checking or savings statement each month in which there has been an ATM transaction, Card purchase, or a preauthorized transfer, regardless of the statement option you may have chosen. UNAUTHORIZED OR ERRONEOUS TRANSFERS AND LOST OR STOLEN CARDS BusinessCard Liability Not Limited Important Notice: The Error Resolution and liability provisions of Federal Reserve Board Regulation E apply only to accounts opened primarily for personal, family, or household purposes. The error resolution and liability provisions in this Agreement govern business Card transactions. You should care for your ATM or Debit Card and PIN as you would your checkbook and other important documents. Memorize your PIN. Do not write your PIN on your ATM or Debit Card or reveal it to anyone. If you have forgotten your PIN, you can take your ATM or Debit Card into any banking office and select a new one. If you have not forgotten your PIN but suspect someone knows it, you can change the PIN by visiting any banking office with your Card or by calling , selecting option 2 then 2. Never allow anyone to use, borrow, obtain, or gain access to your ATM Card, Debit Card, Debit BusinessCard, or PIN. By giving your Card and PIN to another person or requesting that we issue a card to another person, you take responsibility for all transactions made by that person or by anyone else to whom that person gives the Card and PIN, until you notify us to cancel the Card and issue a new Card. For your own protection, notify us at once if any Card has been lost or stolen, or if another person has your Card without your permission. Telephoning us promptly is the best way of limiting your possible losses. Call us seven days a week, 24 hours a day at: and select option 2 then 1 Or write to us at: Union Bank of California Bank Card Claims, B P.O. Box 2327 Brea, CA In Case of ATM or Purchase Errors or Check-Conversion or Electronic Returned-Check Fee Collection Errors If your statement shows transfers, withdrawals, or purchases you did not make, or if a merchant or other payee has electronically debited your account without first obtaining your consent, by converting your paper check into an electronic fund transfer or charging your account for service fees for a returned check, notify us at once. If you do not notify us within 30 days after the first statement that shows these transactions was mailed, delivered, or otherwise made available to you, the account balance indicated on your statement will be considered correct, and we will have no further responsibility or liability to you with respect to such statement and the electronic transactions reflected therein. In case of ATM or purchase errors, here is what you should do: Telephone us at and select option 2 then 4 or Write to us at: Union Bank of California Bank Card Claims, B P.O. Box 2327 Brea, CA

37 We need the following information: a) Your name b) Account number c) Date, type, and dollar amount of the transaction or suspected error d) Your ATM Card or Debit Card number, if applicable We must hear from you no later than 30 days after we mailed, delivered, or otherwise made available to you the first statement on which the error or problem appeared. If you notify us by phone or in person, we may require that you send us your complaint or question in writing within 10 business days. If you fail to comply with either of these requirements, we will do nothing more in connection with your claim and shall have no liability to you with respect to such statement and the electronic transactions reflected therein. Here is what we will do: We will tell you the results of our investigation and we will advise you of the action, if any, we will take. If we determine there was no error for which the Bank is solely responsible, we will tell you the basis for our decision. TELEPHONE BANKING This part of the Agreement contains the terms and conditions for services available through Telephone Banking, Union Bank s 24-hour telephone client service department. By applying for or using Telephone Banking, you agree to the terms and conditions in this Agreement. When you call Telephone Banking at , you have the choice of using our automated Direct Service (available 24 hours a day, seven days a week) or Personal Service (available from 6:00 a.m. to 11:00 p.m. Pacific Time, seven days a week). System Unavailability Telephone Banking may not be available at certain times for the following reasons: Bank Holidays. Personal Service is not available on New Year s Day, Thanksgiving Day, Christmas Day, or the Fourth of July. Scheduled System Maintenance. There will be periods when our systems require maintenance or upgrades. These periods typically occur from 2:00 a.m. to 4:00 a.m. (Pacific Time). Unscheduled Maintenance. Telephone Banking may be unavailable when unforeseen maintenance is necessary. System Outages. Major unforeseen events, such as earthquakes, floods, computer failures, interruptions in telephone service, or electrical outages, may interrupt the availability of Telephone Banking. Although we undertake reasonable efforts to ensure the availability of Telephone Banking, we will not be liable in any way for its unavailability, or for any damages that may result from such unavailability. Automated Direct Service You may access our Automated Direct Service to receive account information, transfer funds, place or release stop payments, order checks, request a change of address, activate your Debit Card or Debit BusinessCard, change your Telephone Banking PIN, inquire about loan balances and obtain payoff information, and order copies of checks, deposits, and statements. To perform transactions with our automated system, you must sign up for Telephone Banking Access. Telephone Banking Access You may use either your account number or an access number (usually the last eight digits of your ATM Card or Debit Card) followed by your 4-digit PIN in order to access Automated Direct Service. Some payments to merchants and other types of funds transfers you make through Telephone Banking are also subject to the terms and conditions contained in the Automated Clearing House (ACH) Services and Wire Transfers sections of this Agreement. Transfers or payments from savings or money market accounts may be limited. Refer to your specific account type in this Agreement for a description of any transfer limitations. Note: Access to Telephone Banking requires a 4-digit Personal Identification Number (PIN). If you suspect your PIN has been compromised, contact Telephone Banking immediately at Telephone Banking Pricing Prices for some services may vary depending upon whether you request the service from your banking office or through Telephone Banking Personal Service. There is no charge for calling our automated Direct Service. For business checking accounts that are not analyzed, a certain number of calls to Personal Service is included during each monthly statement period when you call Telephone Banking for Information Services. There is a charge for additional calls. The charge for additional calls may be avoided if you maintain the required combined balance for your type of account. There is no charge for Telephone Banking calls for Nonprofit Checking. See the Business Checking Accounts section of this Agreement for details. Telephone Transfers If you transfer funds by telephone, you should complete a Business Telephone Banking Application (Form 86143). If you have not completed the Application, we may, at our sole discretion, accept a telephone transfer request from you. Our acceptance of one or more requests does not mean we have agreed to continue to accept them. We will charge a fee for this service. Federal regulations restrict the number of telephone transfers permitted each month from Business Savings, Business MoneyMarket, Business High Rate MoneyMarket, and Business Premium MoneyMarket accounts

38 Telephone funds transfers can be made before 11:30 p.m. (Pacific Time) from an account where the caller is an owner and or authorized signer on both accounts. If funds are available in the account being transferred from, the funds may be made available immediately. You may set up recurring transfers from any of your owned Union Bank accounts. If you have special needs to transfer funds to a third-party bank account or between accounts with different signature requirements, you will be required to execute the Bank s Funds Transfer Authorization. Changes in Service You can discontinue Telephone Banking by closing your account(s). We may also cancel Telephone Banking at any time without cause, subject to applicable laws and regulations. We can change the terms and conditions of this Agreement governing Telephone Banking at any time, provided we give you advance notice, as required by law. All notices we send to you will be effective when mailed to you at your last address on our records. Telephone Banking Bill Pay Option (for Sole Proprietors Only) Telephone Banking Bill Pay Option is available seven days a week, 24 hours a day. You may use the Telephone Banking Bill Pay Option to: Make payments to businesses, merchants, or your Union Bank loan accounts at any time Set up payments to be made on a regularly scheduled basis Make transfers to and from your Union Bank accounts at any time, or set up automatic transfers Timing of Bill Pay Requests To allow time for the payee to receive your payment, we must receive your payment request at least five business days prior to the day you want a payee to receive payment, or, in the case of recurring payments, the payment date must be five business days prior to the due date. Union Bank will initiate your payment request on either the business day we receive your request or the business day you specify, up to 364 days in advance. You may make payments before 11:30 p.m. (Pacific Time). Canceling Bill Pay Requests Telephone Banking-initiated payments or transfers can be cancelled at any time before 11:30 p.m. (Pacific Time) on the business day the transaction is scheduled to take place. If you mail us a request, or have questions concerning Telephone Banking, you may write to us at: Union Bank of California Telephone Banking, B P.O. Box Los Angeles, CA If you send us a written request, it must be delivered to us at least three business days before the transaction is scheduled. Telephone Banking Bill Pay Option Limits General Limits For security reasons, Telephone Banking transactions may be limited for payments and transfers to businesses, merchants, or Union Bank accounts. Limits on Transfers to Accounts at Other Financial Institutions and to Union Bank Accounts That You Do Not Own The aggregate dollar amount of transfers by means of this service and the Online Banking Service to other financial institutions, and transfers to accounts you do not own, may not exceed a cumulative total of $5,000 per business day. Note: Transfers from Business MoneyMarket, Business High Rate MoneyMarket, Business Premium MoneyMarket, and savings accounts are limited refer to your specific account type in this Agreement for details. You agree that we may decline to act on any instructions for transfers to other financial institutions or transfers to accounts you do not own on a single business day to the extent that doing so would exceed the $5,000 limit described above, without incurring liability to you. Limits on Transfers from Other Financial Institutions Transfers made by means of this service from another financial institution are limited to $500 each. Telephone Banking Bill Pay Option Suspicious Payments/Transfers You agree that we may delay or reject a Telephone Banking Bill Pay Option payment or transfer if we suspect that you did not authorize it. Reviewing Statements for Telephone Banking Transactions; Time Limits for Reporting Telephone Banking Claims You are responsible for all losses arising from, or in connection with, unauthorized or erroneous electronic transactions, including Telephone Banking transactions, which do not result solely from our negligence or intentional misconduct, except to the extent the California Commercial Code requires otherwise. You agree that you are responsible for monitoring and reviewing the activity on your account. We recommend that you inspect your statements on a regular basis to look for improper or unauthorized transactions (including Telephone Banking and other electronic transactions) or any other irregularities, and to ensure that your accounts are being handled in a proper manner. You must tell us immediately if you think there is an error or an unauthorized transaction shown on your statement. If your statement includes or discloses an improper or unauthorized Telephone Banking transaction, you must tell us within 30 days after we mail, deliver, or otherwise make the statement available to you. If you do not, the account balance indicated on your statement will be considered correct, and we will have no further responsibility or liability to you with respect to such statement and the transactions reflected therein; and we shall not be liable for any loss of interest arising from the unauthorized or erroneous Telephone Banking transfer

39 COMMERCIAL CUSTOMER SERVICE Some services can be obtained either at your banking office or through Union Bank s Telephone Banking service, Commercial Customer Service. When you call Commercial Customer Service, you will have the choice of using our Automated Customer Service (available 24 hours a day, seven days a week) or Personal Service (available from 7:00 a.m. to 6:00 p.m., Pacific Time, Monday through Friday). Automated Customer Service Access This part of the Agreement contains the terms and conditions for services available through Automated Customer Service, Union Bank s 24-hour telephone client service department for commercial and government clients. By applying for or using Automated Customer Service through Commercial Customer Service, you agree to the terms and conditions in this Agreement. You may access Automated Customer Service to receive account information, place stop payments, and order copies of checks and statements by using your access number and password. Your access number and password must be obtained from the Bank. If you make money transfers, you must use your access number and password. Some types of funds transfers you make through Automated Customer Service may be subject to the terms and conditions included in the ACH Services and Wire Transfers sections of this Agreement. Transfers or payments from savings or money market accounts may be limited. See the appropriate sections of this Agreement for details on withdrawal and transfer limitations that apply to your account type(s). Commercial Customer Service Prices Prices for some services may vary depending upon whether you request the service from your banking office, through Automated Customer Service, or through Personal Service. Changes in Service You can discontinue Automated Customer Service by closing the account. If you wish to discontinue the service, but want to maintain your accounts, you must provide us with written notice. We may also cancel Commercial Customer Service at any time without cause, subject to applicable laws and regulations. We can change the terms and conditions of this Agreement governing Automated Customer Service at any time, provided we give you advance notice, as required by law. All notices we send to you will be effective when mailed to you at your last address on our records. Reviewing Statements for Automated Customer Service Transactions; Time Limits for Reporting Automated Customer Service Claims The provisions governing your obligation to review your statements for Telephone Banking transactions and the time limits for making related claims, set forth earlier in this Agreement, also apply to Automated Customer Service transactions and related claims. AUTOMATED CLEARING HOUSE (ACH) SERVICES The ACH is a method of processing electronic transactions (for example, direct deposits and pre-authorized transfers) to and from your bank account. Applicable Law Regarding ACH Transfers You agree that each ACH transaction on your account is subject to the National Automated Clearing House Association s (NACHA) Operating Rules and any local ACH rules, as these may be amended from time to time. You agree that we may rely on the representations and warranties contained in these Operating Rules, and may either debit or credit your account as instructed by the originator of the ACH transaction. ACH entries originated or received on your behalf may be transmitted through one or more ACHs. Your rights and obligations regarding these transfers are governed by California law. Inconsistent Name and Account Number You acknowledge and agree that an ACH transaction may be posted by the account number, even if the name and account number are not consistent and identify different parties. Notice of Receipt for ACH Transactions We are not required to give you next-day notification of receipt of an ACH transfer. Union Bank will notify you of payments to and withdrawals from your account on your periodic account statement. ACH Provisional Payment When we give you credit for an ACH credit entry, it is provisional until we receive final settlement for the entry through a Federal Reserve Bank, the Electronic Payments Network, or otherwise. If we do not receive a final settlement, we are entitled to a refund for the amount credited to you, and the person who sent the credit is considered not to have paid you. Direct Deposits and Pre-Authorized Transfers If you have arranged to have direct deposits made to your account, you can call Telephone Banking or Commercial Customer Service to find out if the deposit or transfer has been made. You will not receive a separate deposit receipt or notice from us. If the account is a checking account, this call will be included as a Telephone Banking Information Services call. If you tell us in advance to allow scheduled payments (preauthorized transfers), that vary in amount from your account to a payee, the payee must tell you 10 days in advance if the amount or the date of the payment will change

40 ACH Electronic Payment Authorization (EPA) The ACH Electronic Payment Authorization (EPA) Service allows you to filter the posting of ACH transactions to your account. Per your instructions, we will return, unprocessed, all ACH transactions presented against your account that do not match the parameters you provided. ACH transactions refer to ACH debits, credits, or both debit and credit transactions. You will be responsible for completing an updated EPA Worksheet if an authorization to allow specific debit or credit entries is later revoked. ACH Universal Payment Identification Code (UPIC) The ACH Universal Payment Identification Code (UPIC) is a permanent and secure account identifier that can be freely distributed to encourage the receipt of electronic payments. The UPIC number is only to be used for incoming electronic credits of Automated Clearing House (ACH) entries. ACH Blocks The ACH Block Service allows you to restrict the posting of all ACH transactions to your account. Per your instructions, we will return, unprocessed, all ACH transactions presented against your account. ACH transactions refer to ACH debits, credits, or both debit and credit transactions. High-Risk ACH Originators Banking regulators consider ACH Third-Party Senders and ACH Originators in specified industries and certain transaction types to be high-risk originators. If we classify you as an ACH High-Risk Originator, you agree to supply us with additional information related to your ACH activities upon our request. The following ACH customers are deemed to be high-risk: Third-Party Senders Originators of Internet-Initiated Entries (WEB), Telephone- Initiated Entries (TEL), and International ACH Entries Originators in high-risk industries, including online payment processors, credit repair services, mail order and telephone order (MOTO) companies, or offshore businesses You also agree to properly manage the use of our ACH Services; this includes maintaining ACH returns within industry-defined tolerances (unauthorized returns must not exceed 1.0% return rates). Canceling Electronic Payments Made Via ACH If you have made arrangements (with us or another payee or creditor) to make electronic payments out of your account, you can cancel any such payment by calling Telephone Banking at and selecting option 1 then 4 or by calling your banking office. You may also visit or write your banking office. We must receive your request at least three business days before the date the payment is scheduled to be made. These provisions do not apply to stop payment requests for traditional paper checks or cancellation of online bill payments. See Stop Payments on page 41 of this Agreement and the Union Bank Internet Business Banking Agreement for further information. Canceling ACH Payments There are three ways to cancel electronic or ACH payments you have requested: 1) ACH One-Time Cancel Payment If you would like only the next ACH transaction from a business to be cancelled, but all future transactions to be charged to your account, an ACH One-Time Cancel Payment may be set up. The cancel payment will be automatically removed after the next ACH transaction from the business is returned. 2) ACH Authorization Revoked Cancel Payment If you previously authorized a business to debit your account but have now revoked that authorization, an ACH Authorization Revoked Cancel Payment may be set up. We may require you to give us a copy of your written instructions to the business, revoking its authority to debit your account. If you do not give us the copy within 14 days, we will block the business from debiting your account for the 14-day period, but we may, without liability to you, honor any debits the business may send us thereafter. If your account is still debited, contact us to report an error. The expiration of an ACH Authorization Revoked Cancel Payment is one year from the date placed. 3) ACH Not Authorized Cancel Payment If you have already received an erroneous ACH debit entry that was never authorized, and want to prevent any future debits from posting to the account, an ACH Not Authorized Cancel Payment may be set up. Expiration of ACH Not Authorized Cancel Payments is one year from the date placed. If your account is still debited, contact us to report an error for an unauthorized ACH transfer from your account at: Union Bank of California Claims Dept. P.O. Box 2327 Brea, CA Phone: , select option 1 then 1 Fax: We must have the following information before we can cancel payment on any of the above electronic or ACH transactions: a) The account number (either your savings or your checking account) b) The exact amount of the ACH transaction c) The payee or company initiating the ACH transaction d) The reason for the cancellation of the payment request e) The check number (applicable only for check entries that are collected electronically via the ACH) We will mail you a confirmation notice of your cancellation request. Your cancellation request confirmation notice will 66 67

41 show the exact date your cancellation request will expire. The expiration date of a cancellation request is determined by the date it was placed and the type of payment it applies to. Examine the confirmation notice carefully and notify us immediately if it contains any errors. Unless you give us prompt notice of an error, our records will be considered conclusive proof of the contents of the cancellation request. The standard stop payment fee applies for each stop payment request you place. For fees, refer to the applicable Business Fee Schedule. Canceling a Recurring Debit Authorized with a Debit Card or Debit BusinessCard If you wish to cancel a recurring debit you authorized with a Debit Card or Debit BusinessCard, you must contact the payee (the merchant or other creditor to whom the payments are made) and cancel the authorization before your account is debited. If you have attempted to cancel the authorization in a timely manner and your account is still debited, contact us to report an error. Reviewing Statements for ACH Transactions; Time Limits for Reporting ACH Errors You are responsible for all losses arising from or in connection with unauthorized or erroneous ACH transactions that do not result solely from our negligence or intentional misconduct, except to the extent the California Commercial Code requires otherwise. You agree that you are responsible for monitoring and reviewing the activity on your account. We recommend that you inspect your statements on a regular basis to look for erroneous or unauthorized transactions (including ACH or other electronic transactions) or any other irregularities, and to ensure that your accounts are being handled in a proper manner. You must tell us immediately if you think there is an error or an unauthorized transaction shown on your statement. If your statement includes or discloses an erroneous or unauthorized ACH transaction, you must tell us within 30 days after we mail, deliver, or otherwise make the statement available to you. If you do not, the account balance indicated on your statement will be considered correct, and we will have no further responsibility or liability to you with respect to such statement and the transactions reflected therein; and we shall not be liable for any loss of interest arising from the unauthorized or erroneous ACH transaction. ACH Inquiries and Reporting Errors In case of questions or errors regarding ACH transactions, contact a banking office or Commercial Customer Service, or call Telephone Banking at , and select option 1 then 1. You must notify us no later than 30 days after the date of the statement or notice on which the erroneous or unauthorized ACH transaction appears. Your notice must be in writing and must include the following information: a) Your name b) Account number c) Date, type, and dollar amount of the transaction or suspected error d) Description of the problem e) A clear explanation of why you think there is an error, or why you need more information about the transaction f) The sentence: This statement is made under penalty of perjury. Deliver the written statement to a banking office or a Commercial Customer Service unit, or mail or fax it to: Union Bank of California Claims Dept. P.O. Box 2327 Brea, CA Fax: Note: The time available under ACH rules to reverse an erroneous or unauthorized ACH transfer is limited. You may have to act within a 24-hour time frame. If your request for a reversal of an ACH transfer is not timely, and if we are not solely responsible for the error, and if we are unable to recover the funds from the originating business or bank, we shall have no responsibility to you. Third-Party Sender If you are a Third-Party Sender, as defined in the National Automated Clearing House Association s (NACHA) Rules, you additionally agree to be bound by all the Third-Party Sender rules, warranties, indemnities, and obligations described in Article V of the NACHA Operating Rules. Third-Party Senders are bound by Originating Depository Financial Institution s (ODFI) responsibilities and liabilities and are required to have appropriate agreements for all Originators. COMMERCIAL CASH SERVICES Our Commercial Cash Services allow you to place orders for coin and currency from our cash vaults, and to make cash and check deposits at our processing centers. To do this, you must contract separately with an armored carrier. With our express consent, you may arrange for a local branch to provide currency and coin for subsequent transport by you, your employees or authorized persons, or an armored carrier contracted by you and acceptable to us. Special currency and coin order procedures and requirements may be specified by the branch that fulfills the order. We will require reasonable advance notice for all branch-fulfilled currency and coin requests. You will be required to identify each person authorized to place currency and coin orders and each person authorized to pick up these orders from the branch. If you order coin and currency or make coin and currency deposits to your account, you must contract separately with an armored carrier used by you. The armored carrier is your agent and must be acceptable to us. The delivery or transportation of currency and coin to you or from you, whether by armored 68 69

42 carrier or you, your employees, or authorized persons, is at your risk and shall impose no liability whatsoever to the Bank, including but not limited to liability arising out of loss, partial loss, theft, destruction, death, or personal harm during transportation. You authorize us to act upon any request for coin or currency and accept deposits to your account in accordance with this Agreement and the procedures described in the Deposit Delivery Handbook. You may be required to identify each person and location authorized to place coin and currency orders with us. You agree to notify the Bank in writing of any change in location address, standing orders, account numbers, or armored carrier. If you order coin and currency from us, we will determine and assign to you a new relationship cash order credit limit. If the total amount of coin and currency orders for all of your locations exceeds this limit, we shall have no obligation to ship any amount in excess of this limit, and we may determine, in our sole discretion, which of your locations will receive delivery of that portion of that order that does not exceed such limit. Additionally, you may select a separate cash order limit for each of your locations. We reserve the right not to ship coin and currency orders exceeding a location s cash order limit without your express prior instructions to do so on each occasion. You may authorize us to ship all orders and disregard location cash order limits; provided, however, that we shall have no obligation to ship to your locations any amount in excess of your relationship cash order limit. Order and Delivery of Currency and Coin You agree that we may charge your account for the amount of each order placed. A copy of the order will be forwarded with each cash shipment. You agree to inspect all cash shipments prior to accepting them from the armored carrier by examining the bag and bag seal for integrity and condition. You agree to refuse damaged or torn shipping bags or bags with loose or missing seals. You agree to visually verify the shipment strap count through the shipping bag before you accept it from the armored carrier. You agree that within 24 hours after you have accepted a shipping bag, and before you use any of its contents, you will open and piece-count verify the order in dual custody. You must report to us in writing, within three business days of the receipt of the cash order, any discrepancy between the amount you verify and the amount we have charged your account (the Difference ). Each report of a Difference must be in writing and accompanied by the strap in which the Difference occurred, the shrink-wrap packaging around the strap, and, if possible, the shipping bag and bag shipping seal. Each Difference of $50 or more must be reported immediately by telephone, followed by written notice to us in the manner described above. BSA/CTR/OFAC Compliance for Financial Institution Clients You agree that you are responsible for filing all Bank Secrecy Act Reports, including, but not limited to, Currency Transaction Reports and Report of International Transportation of Cash or Monetary Instruments, with the Financial Crimes Enforcement Network ( FinCen ) of the United States Department of the Treasury (the Treasury ) for transactions with your customers. You agree that you will adopt policies and procedures to identify suspicious cash transactions or activities, including the structuring of transactions to avoid reporting requirements. Under these policies and procedures you will file Suspicious Activity Reports with FinCen for suspicious cash transactions or activities. You further agree to abide by all economic and trade sanctions administered and enforced by the Office of Foreign Asset Control ( OFAC ) of the Treasury. You represent and warrant that for each Money Service Business ( MSB ), as defined by 31 CFR (uu), for which you provide cash to that MSB: Is properly licensed with each state that has a licensing requirement to transact business in that state Is registered with the Treasury Maintains an Anti-Money Laundering and Bank Secrecy Act compliance program. INSTATAX InstaTax is a tax deposit service designed to enable InstaTax users to initiate federal and state tax deposits via the Web or touch-tone phone. The service consists of the electronic payment of federal taxes via the Internal Revenue Service s (IRS) Electronic Tax Payments Service and certain state electronic tax payment services. Upon your completion of an IRS Reporting Agent Authorization Form and customer information sheet, and our approval of you for the service, we will issue an access code and PIN, which you will use to initiate tax payments through the InstaTax service. Federal Tax Deposits We will charge your account on the business day you initiate instructions for a tax payment. We will then make the tax deposit on your behalf on the tax due date, which must be at least two business days after the business day that you initiate the tax payment. Federal tax types 720, CT-1, and 1042 are the exception, and these tax deposits will be remitted on the second business day after the business day you initiate the tax payment. You authorize us to debit your account for any cash order overage and credit the account for any cash order shortage

43 State Tax Deposits We will charge your account on the business day you initiate the tax payment. We will make the tax deposit on your behalf on the second business day after the business day you initiate the tax payment. Terms and Conditions You may initiate federal tax deposits (reported on forms 940, 941, 943, 720, CT-1, 945, 1042, 1120, 990-PF, 990-T, or 900-C), as well as tax deposits for various state agencies. By using the InstaTax service, you agree to be bound by the following terms and conditions: Your Instructions You will furnish us with all required data, authorizations, and tax identification numbers. We will be entitled to rely upon the accuracy and completeness of the information you furnish. Day of Receipt and Hours of Operation You must initiate all tax payments at least two business days before the applicable tax due date. Business day means, and the service is available from, 5:00 a.m. to 5:00 p.m. (Pacific Time), Monday through Friday, excluding Bank holidays and any day on which we are not open for carrying on substantially all of our business. Delivery of data to us will be at your expense. You assume the risk of failure of telephone or other communications facilities to transmit the data to us accurately or in time for us to perform the service. Instructions received after the close of the business day will be deemed received the next business day. Payment for Services You authorize us to charge your account for the tax deposits, and for our fees and charges, in accordance with the Business Fee Schedule we provide from time to time. In the event you fail to maintain sufficient collected funds in the account, we will have no obligation to perform the service or make any tax deposit for you, even if we have received instructions from you to do so. Standard of Care; Force Majeure We will process the data received from you and perform the service exercising the same degree of care used in processing data and preparing transactions for our own use. We will not be responsible for any loss, delay, cost, or liability that arises directly or indirectly, in whole or in part, from: a) Your errors or omissions b) Your negligence or failure to follow procedures described in any user guide or instructions supplied by us c) Any ambiguity, inaccuracy, or omission in instructions or information provided to us d) Any error, failure, or delay in the transmission or delivery of data, records, or items due to a breakdown in any computer or communications facility e) Accidents, strikes, labor disputes, civil unrest, fire, flood, water damage (e.g., from fire suppression systems), or acts of God f) Causes beyond our reasonable control g) Our inability to confirm to our satisfaction the authority of any person to act on your behalf Interruption of performance of the service for any such reason shall not relieve you of your obligation to make any tax deposit, and we shall incur no liability to you respecting your failure to make any required tax payment by other means in the event of such interruption. Limitation of Liability Our liability hereunder, if any, shall be limited to the amount of penalty actually imposed by government taxing authorities on you for failing to make a tax deposit due to our sole error. In no event shall we be liable for special, indirect, consequential, or exemplary damages for delays in providing the service or for any errors or omissions made by us. Records and Notice of Errors You agree to promptly review all records and information we deliver from time to time to you, and immediately notify us of any errors or inaccuracies. You agree to maintain all source documents, data already processed, and audit records. Charge to Bank Account and Cancellation We will debit your account for the amount of each tax deposit on the business day that you originate instructions for each tax deposit. Funds that have been debited from your account and are awaiting payment shall be deemed deposit liabilities of ours, and not trust funds held by us in a fiduciary capacity. Such funds will not earn interest or earnings credit. You may cancel a tax deposit prior to the time we remit the deposit to a tax agency if you give us notice of cancellation in sufficient time to afford us a reasonable opportunity to act. Tax liabilities and due dates will be calculated only on tax payments made through the InstaTax service and will not include tax payments initiated by any other means, such as wire transfers or tax coupons. If you make a tax deposit by means other than the InstaTax service, we will not be liable for any penalty and/or interest charges that could arise because tax payments are not aggregated during the tax reporting period, resulting in calculation of an erroneous tax due date. Security Provisions We will provide you with a confidential access code, PIN, and/or other security procedure, which you must use when initiating a tax deposit. You agree to be responsible for maintaining the confidentiality of the security procedures. Termination We may terminate the services by giving 30 days prior written notice to you. If an access code has not been used for six months, the access code will be automatically deleted from the InstaTax system with no prior notice, and you will not be able to initiate tax payments for that access code. WIRE TRANSFERS The California Commercial Code includes provisions relating to wire transfers. However, if any part of a wire transfer is carried out using Fedwire, the funds transfer system of the U.S

44 Federal Reserve Banks, your rights and obligations are governed by Regulation J of the U.S. Federal Reserve Board. Amending or Canceling Payment Orders If you request that we amend or cancel a payment order, we may make a reasonable effort to act on your request; however, we have no obligation to do so. We are not liable to you if, for any reason, a payment order is not amended or cancelled. If we choose to process your request, you agree to reimburse the Bank for any cost, losses, or damages that we incur in connection with your request to amend or cancel a payment order. Cutoff Time for Payment Orders We have different cutoff times for processing payment orders, depending on the particular office of the Bank and the type of payment order. We may treat payment orders we receive after the cutoff time as if they are received the next day. Identification of Intermediary or Beneficiary s Bank If your wire transfer order identifies an intermediary bank or a beneficiary s bank by both name and identifying number, Union Bank and other banks may rely on the identifying number, regardless of whether the bank name and identifying number refer to different entities. We may select any intermediary bank, funds transfer system, or means of transmittal to send your payment order. Our selection may differ from that indicated in your instructions, without our incurring liability to you. Inconsistent Name and Account Number If you designate the beneficiary of a wire transfer by both name and account number, the payment may be made according to the account number even if the name and account number are not consistent and identify different parties. Intermediary Bank Fees Union Bank may charge fees for sending or receiving a funds transfer. You acknowledge and agree that the Bank may deduct its fees from your account or from the amount of the transfer. You further acknowledge and agree that intermediary banks may deduct their fees from the amount of the transfer that they process (whether an outgoing or incoming transfer), and that a portion of such fees may be shared with the Bank. You authorize the Bank to deduct such fees, and you further authorize the Bank and such intermediary banks to share in such fees with such intermediary banks, as described above. Notice of Wire Transfers We will notify you of all wire activity to your account on your periodic account statement. We have no obligation to notify you in any other way. However, you may choose to make special arrangements with your banking office to receive earlier notice of wire transfer activity on your account via telephone, facsimile transmission, or U.S. mail. See the appropriate Business Fee Schedule for charges. Provisional Payment When we give you credit for a wire transfer credit entry, it is provisional until we receive final settlement for the entry through a Federal Reserve Bank or otherwise. If we do not receive a final settlement, we are entitled to a refund for the amount credited to you, and the person who sent the credit is considered not to have paid you. Reporting Errors You are responsible for all losses arising from, or in connection with, wire transfers or other unauthorized electronic transactions that do not result solely from our negligence or intentional misconduct, except to the extent the California Commercial Code requires otherwise. In case of errors or questions about your wire transfers: Telephone us at (wait for a representative if you have a rotary-style phone) or Write to us at: Union Bank of California Wire Services Division, V Saturn Street Monterey Park, CA You must notify us at once of any unauthorized or erroneous wire transfers. Your notice must be in writing, must include a statement of the relevant facts, and must be sent no later than 30 days after the date of the statement or notice on which the erroneous or unauthorized wire transfer first appears. If you fail to give us timely notice, the account balance indicated on your statement will be considered correct, and we will have no further responsibility or liability to you with respect to such statement and the wire transfer transactions reflected therein; and we shall not be liable for any loss of interest arising from the unauthorized or erroneous wire transfer. Sending Funds Outside the United States If you request that U.S. dollars be sent to a foreign country, payment may instead be made in the currency of the foreign country. Funds transfers may also be made from your Foreign Currency Demand Account. SAFE DEPOSIT SERVICE Safe deposit service provides you with a secure, fire-resistant metal box located in the vault area of a Union Bank banking office to store your financial and legal documents, personal and family records, and valuables. Access to safe deposit boxes is controlled, and for security purposes, boxes are equipped with two independent locking systems: one which requires a key you keep in your possession; and one which requires the Bank s key

45 We rent safe deposit boxes only to customers who maintain a deposit account with us. Access to Your Safe Deposit Box You or another person who is duly authorized by you (the Renter ) or applicable law will have access to the box upon presentation of identification which is acceptable to the Bank. Access will be during the Bank s normal business hours. The Renter may not be permitted to enter the safe deposit box vault unless accompanied by a Bank employee. The Bank may refuse to allow more than two persons to enter the vault at any one time, and may refuse to allow any person to remain in the vault area longer than is reasonably necessary for opening or closing the box. The Bank may require the Renter to carry the box to a private room or desk located outside the vault. The box may not be removed from the Bank s premises. Storage of Prohibited Materials The box may not be used for the storage of any liquid, weapons, firearms, or property of an explosive, dangerous, or offensive nature, or any property that is prohibited by law or public regulation, or that may become a nuisance ( Prohibited Property ). If the Bank has reason to believe that Prohibited Property has been placed in a box, the Bank has the right, without prior notice to the Renter, to forcibly open the box and remove and inventory the contents. The inventory shall be deemed conclusive evidence of the contents of the box. In the event that Prohibited Property is discovered upon forcing the box open for nonpayment of rent, or for any reason, the Bank shall have the right to turn over such property to law enforcement officials or otherwise arrange for its disposal without compensation to the Renter. Union Bank s Responsibility The Bank will exercise ordinary care to prevent the opening of a box by unauthorized persons. In the event of any loss or damage to the box or its contents, the Bank will not be liable for any indirect, consequential, or incidental damages, nor for any loss or damage caused directly or indirectly, in whole or in part, by: The Renter s failure to abide by the terms of this Agreement Accidents, fires, flood, or water damage including, but not limited to, failure of fire suppression systems, burglary, civil unrest, war, acts of God, or any cause beyond the Bank s reasonable control In the event of any loss or damage for which the Bank is liable, the Bank reserves the right to: Pay the Renter the face value or fair market value of any items as of the date of the loss, or Replace the items Access Upon Death of a Co-Renter Upon the death of one or more co-renters, the Bank may allow any surviving co-renter(s) to have access to the box. In addition, the Bank may allow access by the duly appointed personal representative of a deceased co-renter s estate, or by persons complying with the legal requirements in effect, from time to time, in California, Oregon, and Washington for the administration of small estates that do not require Probate (for example, the California Probate Code provisions for Collection or Transfer of Small Estate Without Administration). Access will include the right to remove contents from the box. Adverse Claims If the Bank receives conflicting claims or demands regarding the box or its contents, the Bank may refuse further access to the box until the Bank receives evidence, satisfactory to the Bank in its sole discretion, of each claimant s right to access the box. Legal Process The Bank is authorized to comply with any legal process that the Bank in good faith believes is valid. Fees may apply. Lost Keys The Renter agrees to notify the Bank immediately if any key is lost or stolen. The Renter agrees to reimburse the Bank for any expense incurred in replacing lost keys or forcing open the box. Termination and Amendment The Bank reserves the right to terminate, with or without cause, or amend (add to, delete, or alter) this Agreement at any time by sending a notice to the Renter at the Renter s address on file with the Bank. The Renter may terminate this Agreement at any time by notifying the Bank in writing. Prepaid rent will not be prorated or refunded due to closure or transfer to another box by the Renter prior to the expiration of the rental term. Upon termination, the Renter must empty the box and return all keys to the Bank. If the Renter does not empty the box, the Bank has the right to forcibly remove the contents and dispose of them through the Bank s unclaimed property process. The Renter agrees to pay for any damage or cost incurred by the Bank to force open the box due to the Renter s failure to pay rent or empty the box at termination. Safe Deposit Box Fees All rentals are payable in advance. If rent is delinquent, the Bank may charge a fee. The Bank may refuse access to the box until the overdue rent and fees are paid. If the Renter, at the expiration of the current rental term, or upon early termination as provided above, fails to give up possession of the box, the Bank will have the right to forcibly open the box and remove and dispose of the contents through the Bank s unclaimed property process, and in the manner prescribed by law. If you do not make arrangements to pay the rental via auto-debit to 76 77

46 a deposit account with us, you will be charged an annual Safe Deposit Box Invoice Fee. Relocation of Box If the banking office where a box is maintained is closed or consolidated with another banking office, the Bank has the right to transfer the box, including contents, to another location with or without prior notice to the Renter. MISCELLANEOUS CHARGES Prices for services may vary depending on whether you request the service from your banking office, from Telephone Banking, through Commercial Customer Service, or via our website at unionbank.com. We may deduct our wire fees from your account or from the amount of the transfer. See the applicable Business Fee Schedule for details. If we increase the amount of any charge, impose a new fee, or change the method or frequency of computing or paying interest, causing a less favorable yield to be paid, a written disclosure notice of the change will be mailed to the address on our files for the account affected, unless the change is required by regulation or law. This notification will be mailed not less than 15 days prior to the date the change will become effective. Only one disclosure notice per account will be issued, regardless of the number of authorized account owners. Except as outlined above or as required by law, Union Bank reserves the right to change any of the information contained in fee schedules, Agreements, and the rules of the Bank at any time, with or without notice. GENERAL BANKING INFORMATION Account Ownership Business accounts are available to both profit and nonprofit businesses and associations. Common forms of business accounts are: Corporation Established under state law as a separate legal entity. It may act only through its stockholders, directors, or officers. A corporation may be established to conduct a business for profit, or it may be a nonprofit organization. Formal Trust Such as a pension and profit-sharing trust, or other employee benefit plan, established according to the terms of a written Trust Agreement. A formal trust is a separate entity acting through one or more trustees. General Partnership An association of two or more persons acting as co-owners of a business. Informal Trust Often established by a business, such as a law firm, real estate brokerage company, or insurance agency, responsible for the funds of others. There is usually no written trust agreement establishing the trust relationship. Joint Venture Similar to a general partnership, except the co-owners associate for a temporary purpose, usually a specific project or transaction. Limited Partnership An association by two or more persons having as members one or more general partners and one or more limited partners. The liability of the limited partners is limited to the amount they invest in the business. Limited Liability Company A hybrid form of business organization with features of both partnerships and corporations. Members, with ownership interests, have the same limited liability of a corporation s shareholders, yet can still participate in management and control, like partners of a general partnership. Limited Liability Partnership A modified general partnership (available only to firms practicing law or public accounting) established to eliminate some of the consequences of traditional general partnership liability. Public Entities Include states like California, Oregon, and Washington; state agencies and political subdivisions of states, such as cities, counties, school districts, water districts, and other miscellaneous public districts; or authorities established under the laws of a state. All federal agencies, such as U.S. Treasury, IRS, Bureau of Indian Affairs, and branches of Department of Defense are considered to be public agencies. Sole Proprietorship An individual acting as a sole owner of a business. Unincorporated Association A formal group of individuals, such as a lodge, club, society, or fraternal organization, following many of the procedures of a corporation. It is usually established as a nonprofit organization. Adjustments and Deposit Corrections Adjustments You agree that we may make adjustments to your account from time to time, resulting in changes to your account balance. Adjustments might occur, for example, if transactions are recorded in the wrong amount. There is no charge to correct an error when the error was made by the Bank. However, when the error was caused by anyone other than the Bank, such as if you pre-encode the wrong amount on an item, you agree that we may charge a service fee to correct the error. Such a fee would be disclosed to you in the applicable Business Fee Schedule. In cases where the Bank is not at fault, provisional credit is not provided. Deposit Corrections Deposit corrections might occur, for example, if deposited items do not balance to the total listed on your deposit slip. You agree that we may, in our sole discretion, ignore an error in the amount of your deposit, if the error is less than or equal to $5, unless you request a correction at the time you discover the error. There is no charge to correct an error in the amount of a deposit when the error was made by the Bank. However, when the error was caused by anyone other than the 78 79

47 Bank, you agree that we may charge a service fee to correct the error. Such a fee would be disclosed to you in the applicable Business Fee Schedule. Attorneys-in-Fact, Representative Payees, and Other Fiduciaries An attorney-in-fact (under a Power of Attorney), a Representative Payee, and any other individual acting in a fiduciary capacity (each called the Representative ) on a designated account are limited in those capacities to act only in the interest of the Represented Person, that is, the individual for whom he or she is acting as a fiduciary. The Representative must not conduct his or her personal transactions through the designated account, and all transactions conducted for the Represented Person must be processed in a manner appropriate under relevant state and federal law. Authorized Signers, Disputes, and Conflicting Demands The authorized signers on your account are those noted on the Bank Depositor Agreement (signature card) and each person you designate to act for you under a power of attorney, often referred to as your Attorney-in-Fact, Agent or Deputy. Any Authorized Signer May Withdraw Funds It is not our general policy to offer accounts on which two or more signatures are required for a withdrawal. (For important exceptions, see below.) This means that you agree that an authorized signer, acting alone, may sign checks, withdraw or transfer funds, give us instructions regarding the account, close the account without notice to the owner(s) or other authorized signer(s), or establish additional accounts in the same name or names that are subject to the same signature requirements. If you indicate on your signature card, on another account document, or elsewhere that more than one signature is required for a check or other order for a withdrawal, this indication is for your own internal procedures and controls, but it is not binding on us (unless we have expressly agreed in advance to special signature requirements see Important Exceptions below). Important Exceptions We generally offer accounts on which more than one signature is required for checks and other withdrawals only under the following circumstances: Legal Orders. The account is subject to a legal order, which expressly requires more than one signature for withdrawals. Legal Requirements. The account is one required by law to be held by two or more persons who must act together to exercise their legal authority over the funds in the account. (For example: an account held by two Personal Representatives whom the Probate Court has appointed in Letters Testamentary or Letters of Administration to serve together in administering a decedent s Probate Estate.) Accounts Held by Personal Trusts. The account is held by a trust (other than a business trust ) whose written terms require more than a single signature for withdrawals. Other Signature Requirements by Special Arrangement Only You agree that any authorized signer on your account may write checks or otherwise withdraw funds, unless the Bank, in its sole discretion, has expressly agreed in writing with you upon other signature requirements. Note: Signing requirements for accounts opened before April 1, 2005, remain unchanged. Owners are responsible for the actions of the individuals they designate as authorized signers on accounts, and owners are responsible for informing authorized signers of the terms of this Agreement. We may, without incurring liability to you, continue to honor checks issued, and instructions given to us, by any individual who was authorized to sign on your account at the time these checks or instructions were issued, even if these checks are presented to us for payment, or these instructions are to be acted on, after you notify us that the individual is no longer an authorized signer. This means that you must place a stop payment order on these checks and cancel all instructions issued by that individual, that you do not wish us to act upon. In some cases, we may require you to close an account and to open a new one to prevent transactions from occurring. Conflicting Demands/Disputes If there is any uncertainty regarding the ownership of an account or its funds, there are conflicting demands over its ownership or control, we are unable to determine any person s authority to give us instructions, or we believe a transaction may be fraudulent or may violate any law, we may, at our sole discretion: (a) freeze the account and refuse transactions until we receive written proof (in form and substance satisfactory to us) of each person s right and authority over the account and its funds; (b) refuse transactions and return checks, marked Refer to Maker (or similar language); (c) require the signatures of all authorized signers for the withdrawal of funds, the closing of an account, or any change in the account, regardless of the number of authorized signers on the account; (d) request instructions from a court of competent jurisdiction at your expense regarding the account or transaction; and/or (e) continue to honor checks and other instructions given to us by persons who appear as authorized signers according to our records. The existence of the rights set forth above shall not impose an obligation on us to assert such rights or to deny a transaction. Cashing Checks for Non-Clients As an accommodation to our clients, we generally permit the payee of a check you write on your Union Bank account to present the check for payment at any of our full-service banking offices

48 Note: This does not include limited-service facilities, offices that are not open to both consumers and businesses, or where otherwise posted. It also does not apply to items that require special processing or presentment at a specific location, such as payable at checks. We may require a payee who is not a Union Bank depositor to produce a touch signature (right thumbprint) on the check itself, along with two forms of personal identification that are acceptable to us. You agree that we may, without incurring liability to you, charge a fee for cashing a check (of $25 or more) you have written to a non-union Bank client (a person or business with no deposit account at Union Bank). The fee will be charged to the person presenting the check. Change of Name, Address, or Signers You agree to notify us promptly and in writing of any change in your business name, identity, or authorized signers on your account (for example, officers named on the Bank Depositor Agreement), as well as any change in your address. To change your address, you can call and speak to a representative or visit your local Union Bank branch. Checks and Deposit Slips Changes to Banking Information There may be occasions when the banking information printed on the bottom of your checks and deposit slips (in the MICR line ) will change. This information includes Union Bank s routing number, which identifies us and the location of your account, as well as your account number. If any MICR line information changes, we will notify you 90 days before the change becomes effective. During this 90-day period, you should obtain new deposit slips and checks with the updated information printed on the documents. Failure to do so may result in delays in processing transactions on your account, as described below. Ninety days after we notify you of new MICR line information, we will discontinue processing your checks and deposits which contain old MICR line information. This means that checks with old MICR line information that are presented for payment more than 90 days after the date of our notice will be returned unpaid. Any electronic debits to your account will not be honored, and electronic credits (deposits) will not be posted to your account. (Electronic debits and credits include, but are not limited to, book transfers, wires, and Automated Clearing House transactions.) You are responsible for giving timely notice of changed MICR line information to any other parties who may need it. Checks Sent for Collection We may refuse to accept a check that you wish to deposit, either at the time of deposit or before we send it for payment. For example, we normally do not accept checks for deposit that have been previously dishonored, contain certain types of restrictive endorsements, are irregular in any respect, or are drawn in a foreign currency or on a foreign bank. At our option, we may return such a check to you without presenting it to the financial institution on which it is drawn, or we may send the check for collection. This means we do not use normal check-clearing procedures. We specially package the check and send it to the financial institution on which it is drawn. If we receive payment for the check, we will credit your account with the amount received on the date we receive payment. There is a fee for collections. For fees, refer to the applicable Business Fee Schedule. When you have us send a check or other item on a collection basis to another bank, that bank usually deducts its collection fee from the proceeds of the collection. However, some banks require that their collection fee accompany the collection request. If their fee is not included with the collection request, they will return the collection and take no action. Unless you make other arrangements with us, we will charge your account for the payor bank s fee. Our fee and any payor bank s fee apply even if the collection is returned unpaid. When a check you issue is sent to us for collection, we may charge the presenting bank a fee. If we pay the collection, we may pay the presenting bank the amount of the check, less the amount of our fee. The fee we charge the presenting bank is in addition to other fees we charge for handling collections. Choice of Law This Agreement will be construed in accordance with the laws of the state of California. Claim of Loss If you claim a credit or refund because of a forgery, alteration, or any other unauthorized withdrawal or transfer, you agree to cooperate with us in the investigation of the loss, including giving us an affidavit containing whatever reasonable information we require concerning your account, the transaction(s), and the circumstances surrounding the loss. You also agree to file a crime report against any suspected wrongdoer(s), if we request. You also agree to pursue all rights you may have under any insurance coverage you maintain before making a claim against us in connection with any transaction involving your accounts or your checks, and to provide us with all reasonable information about your coverage, including your insurance carrier, policy number, policy limits, and applicable deductibles. Our liability is reduced by the amount of all insurance proceeds you receive or are entitled to receive. At our request, you agree to assign to us your rights under your insurance policy. You agree that we have a reasonable period of time to investigate the facts and circumstances surrounding any claimed loss, and that we have no obligation to provisionally 82 83

49 credit your account. Our maximum liability is the lesser of your actual damages proved or the amount of the forgery, alteration, or other unauthorized withdrawal reduced by an amount that could not have been realized by the use of ordinary care. In no event will we be liable for special or consequential damages, including loss of profits and/or opportunity, or for attorneys fees you incurred. Closing an Account Either you or the Bank may close your account at any time for any reason, with or without notice. If there is more than one authorized signer on your account, we may take instructions from any one signer to close the account, unless the account signature card indicates more than one signature is required. However, at our sole discretion, we may require the signatures of all authorized signers before permitting the closing of the account. If we close your account, we will send the balance in your account to your last address shown on our records. Under the following circumstances, we may close your account. If we do so and you wish to resume an account relationship, you will need to open a new account. All business savings accounts: if the balance remains zero ($0.00) for more than 100 consecutive days. All other accounts: if the balance remains zero ($0.00) for more than 45 consecutive days. We may return items presented for payment against a zero balance within the above-specified time frames, with the notation Account Closed. After the account is closed we will not be responsible for any dishonored item presented for payment. Your account may be subject to prorated service charges for the partial period of service between the last statement cycle date and the date of account closure based on a 30-day calendar month. These fees include the monthly maintenance fees and any monthly discounts or additional service charges. Specific services and per-item charges will be assessed in full. Savings, money market, and checking accounts closed at your request within 90 days of the original opening date are subject to an Early Account Closure Fee. Collection of Fees We may charge any of your accounts to collect any fee or service charge you owe to us. Copies of Items Drawn Against Your Account We may charge your account when a copy of a check or other item drawn against your account is presented to us for payment by another financial institution in place of the original, unless a stop payment order is in effect for the original item, whether or not the original check is lost, mutilated, destroyed, or otherwise unavailable. You agree that we shall have no liability to you for paying such a copy, unless you are able to show to our satisfaction that: (a) you did not issue or otherwise authorize the original, or the terms of the copy we paid are materially different from the terms of the original, and (b) you received no benefit from the payment of the copy. Claims arising from the payment of a copy are subject to the provisions under the heading Claim of Loss in this Agreement. Credit Verification By requesting to open an account with the Bank, by agreeing to be a signer on an account, or by obtaining any other service from us, you agree that we may obtain information from check or credit reporting agencies to verify your previous banking relationships, and to verify identity as a basis for account qualification. We may do so at the time you open the account, at any time while your account is open, or after your account is closed if you owe us any amounts related to your account. We may also ask for credit information on the Contracting Officer(s) of your business (the Sole Proprietor of a sole proprietorship; the General Partner(s) of a general partnership, a limited partnership, or a limited liability partnership; all Joint Venturers of a joint venture; the only/all of the Member(s) or Manager(s) of a limited liability company; or the President, any Vice President, the Secretary, and/or the Treasurer of a corporation or unincorporated association) and each signer on your account(s). The owner(s) or Contracting Officer(s) of your business is/are responsible for informing authorized signers of our right to obtain credit information about them. You understand that information you have provided us, your account files and credit history, as well as information concerning your creditworthiness, may be updated and shared with others within the Bank from time to time for consideration of other products and services. Death or Incompetence If an account holder or authorized signer dies or becomes incapacitated, the Bank must be notified in writing immediately. Delivering Statements and Notices For most accounts, we will mail, deliver, or otherwise make available to you an account statement at least quarterly. Unless you have made other arrangements with us for example, to have us hold your statements on a Will Call basis, to send them to a third party, or to receive them electronically your statements and notices will be mailed to the last address listed with us for your account. Notice to any owner or authorized signer is considered notice to all authorized signers. If your signature card indicates that statements and notices are to be held by us on a Will Call basis, we may mail them to the last address on file for your account, if they are not picked up within 60 days. We do not have to send statements for any account that is inactive, in default, or overdrawn for any reason. If your account is overdrawn, we may hold your statements and checks at the office of account until the 84 85

50 overdraft is paid. You may obtain a copy of your statement at the office of account. We are not responsible for notices, checks, statements, and other documents that are lost, destroyed, or stolen while in the mail or otherwise in transit to you or a third party. If two consecutive statements and/or notices are returned to us by the Postal Service for any reason, we may hold subsequent statements and notices of every kind until we receive forwarding information from you. Any notice you are required to give to us by law or by this Agreement (for example, notice of unauthorized signatures or other account irregularities, or notice of a dispute between authorized signers on your account) must be mailed or delivered to us during normal banking hours at your office of account, or any other address we specify. We shall have a reasonable period of time to act upon any notice, order, or instruction you give to us. Deposits Deposit Verification All deposits made to your account are subject to final verification, payment, and adjustment by us, even if we cash a check, give you immediate credit for a deposit, or give you cash back from a deposit. We may, without inquiry, accept deposits to your account from any person. However, we may require your unqualified endorsement on any check before accepting it for deposit. You authorize us to supply any missing endorsements on deposited checks. You agree to use only deposit slips with correct Magnetic Ink Character Recognition (MICR) information. If MICR line information is incorrect on any check or deposit slip, we may take additional processing time without incurring liability to you. In our sole discretion, we may decline to accept any item for deposit. We may also, if we do not wish to accept any item you have deposited that has not been finally paid, return the item to you. If you deposit a check that has been endorsed by one or more persons who are not known to us, we may: Refuse to accept the deposit, Require all endorsers to be present with identification satisfactory to us, or Require that all endorsements be guaranteed by a financial institution We may accept for deposit checks on which conditional or restrictive endorsements or other notations have been written. We may disregard these instructions and process the items, even if the restriction or other condition has not been met, without incurring liability to you. Depositing Substitute Checks A substitute check may be accepted for deposit only if the item has been returned unpaid and is being redeposited. You agree not to otherwise deposit a substitute check with the Bank, unless you have a prior written agreement with us that sets forth the responsibilities of the reconverting bank and your responsibilities as the truncating entity; and you hereby agree to indemnify, defend, and hold harmless the Bank from, and against, any and all losses, damages, claims, costs, or expenses incurred by the Bank as a result of any breach of your agreement set forth in this paragraph. Lost Deposited and Cashed Items We act only as your collection agent when receiving items for deposit or encashment. You should be aware that we reserve the right to reverse the credit for any deposited item, or charge your account for cashed items, should they become lost, mutilated, or destroyed while in the process of collection. Whether or not we reverse a credit, you agree to assist us in collecting the amount of any lost items by providing us with such information and other assistance as we request. Deposited Checks Ink Color Since Digital Image Technology has been deployed in the banking industry, it is essential that all deposited checks be written in ink colors that can be recognized by imaging equipment. All deposited checks must contain dates, payees, amounts, signatures, and endorsements in dark ink colors, such as blue or black. We reserve the right to charge back any checks you deposit when the ink color used cannot be processed by automated imaging equipment, without incurring liability to you. Deposited Items Credit Card Transactions To utilize the credit card payment feature, you must separately contract with Nova Information Systems, Inc. ( Nova ) or its affiliates or agents for credit card merchant services. When the Merchant Customer initiates a card transaction, the Provider will perform front-end authorization. If approved, the transaction will be transmitted to Nova for processing. We are not responsible for the acts or omissions of Nova. Deposited Items on the Web Image on Demand This service allows you to view images of both sides of your deposited items and deposit tickets on the Web. The image quality of the checks you deposit will vary from item to item. Several factors influence the image quality of an item, such as the check s background design, the physical condition of the check, if the check is mutilated, or if the check was placed in a carrier. Checks placed in a carrier obstruct the ability to automatically image-capture the item. For this reason, you agree not to place a check you wish to deposit into a carrier. If an item is redeposited, the image quality of that item is also dependent upon the imaging capabilities of any bank that participated in the initial clearing of the item, as well as any bank that participated in the return processing of the item. In rare instances, items may not be available for viewing. In such cases, please contact your branch or Customer Service Associate for assistance. Depositing Checks with Retired Union Bank Information If you deposit a check containing a retired (no longer in use) 86 87

51 Union Bank routing number, you will not receive credit for the item, and it will be returned to you unpaid. You must contact the maker of the check to obtain a replacement check bearing the new routing number. Unsigned Demand Drafts You must obtain prior approval to deposit unsigned demand drafts you create that debit thirdparty accounts. If the Bank agrees to accept these items for deposit, a specific deposit agreement must be executed, and collateral or personal guarantee(s) may be required. We may require you to provide proof of adherence to applicable laws and regulations applying to unsigned demand drafts. Deposits Service Center and Cash Vault Deposits Transport and Delivery by Carrier/Courier You must prepare your deposit in accordance with the Bank s Deposit Delivery Handbook and reference cards (hereafter collectively referred to as the Handbook ). If you do not comply with these standards, we cannot guarantee proper or timely processing of your work. You are also liable for any additional preparation time required to transform your deposit into the format shown in the Handbook, which may result in additional fees, including fees for rejected pre-encoded items (see Service Charges for Rejected Items in the Processing Checks section). Contaminated or Mutilated Checks Contaminated Checks are not accepted for deposit. You agree not to present such items for processing to the Bank. Please obtain a replacement from the maker. Mutilated Checks require special handling and must be submitted as a separate deposit. You agree to out-sort mutilated checks and create a separate deposit, labeling that deposit as mutilated. You agree not to place a mutilated check in a check carrier for processing, or to place a mutilated check among non-mutilated checks in a single deposit. The use of a check carrier obstructs the ability of an item to be image captured. If you submit an item that is not able to be image captured, whether because you have placed it in a carrier, or for any other reason, you agree to indemnify the Bank against any and all liability that may arise from doing so. Contaminated or Mutilated Coin and Currency You agree not to deposit contaminated or mutilated coin or currency. Mutilated Currency is a note that has been damaged to the extent that one-half or less of the note remains, or is in such condition that the value is questionable. Special examination by experts at the Department of the Treasury, Bureau of Engraving and Printing, is required for redemption. The Bureau of Engraving and Printing recommends that you send mutilated currency by Registered Mail, Return Receipt Requested or personally deliver it to the Bureau. Insuring the shipment is your responsibility. A letter should be included stating the estimated value and explanation of how the currency became mutilated. Mailing Address: Department of the Treasury Bureau of Engraving and Printing Office of Currency Standards Room 344-PD P.O. Box Washington, D.C Personal deliveries of mutilated currency to the Bureau of Engraving and Printing are accepted between the hours of 8:00 a.m. and 2:00 p.m. (Pacific Time), Monday through Friday, except holidays. The Office of Currency Standards is located at 14th and C Streets, S.W., Washington, D.C. Mutilated Coin is coin that has been bent, twisted out of shape, punched, fused, or defaced. Such coin should be shipped to the U.S. Mint for evaluation and redemption. Shipping Address: United States Mint Independence Mall P.O. Box 400 Philadelphia, PA Contaminated Currency is a note damaged by or exposed to a contaminant to the extent that it cannot be processed under normal procedures or may pose a health or safety risk. Contaminated currency cannot be processed by Union Bank but may qualify for processing, within a controlled workspace, by experts at the Federal Reserve Bank (FRB). With prior notification and approval, Union Bank may accept correctly packaged contaminated currency, on a collection basis only, for forwarding to the FRB. Contact your Commercial Customer Service Associate or banking office for assistance and detailed instructions. Commingling Checks with Coin and Currency If you commingle checks with coin and currency into a single deposit, your deposit will receive the next business day s ledger credit. Checks that are deposited at one of our Cash Vaults will be forwarded the next business day to our check-processing center for processing and assigned ledger credit at that time. Lost Deposits The Bank will not be responsible for lost or missing deposits if you do not comply with the deposit preparation procedures described in the Handbook. You agree to use your best efforts to provide such copies, images, or MICR information of the items lost in transit as may be available to you. Additionally, you agree to provide the Bank copies of tapes or cash letter detail

52 Additional information regarding lost deposits is located in the section identified as Transportation. Transportation You and the Bank agree that upon instructions from you or the Bank, an armored carrier or courier service (the Carrier/Courier ) will pick up and or deliver coin and currency, checks, Bank documents, other media (e.g., computer reports, computer tapes, etc.), or other valuables (together or separately, Items ) for the purpose of delivering the same to you or the Bank, or for other disposition as agreed upon by the parties. You agree that you will use armored carriers only to transport cash or other Items of intrinsic value. Your deposits delivered to the Bank by the Carrier/Courier will be packaged in accordance with procedures set forth in the Deposit Delivery Handbook. Negotiable Items must be packaged and delivered to the Bank in self-sealing and tamper-evident containers or bags. Suitable containers meeting our specifications are available through the Bank s Customer Supply Warehouse. If you obtain cash deposit bags from a vendor you select, sample bags must be submitted for pre-approval and must meet the Bank s minimum specifications for cash deposit bags. Use of heat-sealed bags for cash deposits is not recommended, as they lack tamper-evident security features. We reserve the right to refuse to accept cash or check deposit bags that do not meet our specifications or that appear to have been tampered with. The Carrier/Courier is an independent contractor, but should any question of agency arise and the Carrier/Courier be deemed an agent, you and the Bank agree that the Carrier/Courier is your agent, and not the Bank s, even though the cost of such services may be paid by the Bank. These provisions are exclusively between you and the Bank and do not set forth the terms and conditions of the arrangement between you and the Carrier/Courier. The transporting of Items by the Carrier/Courier to the Bank, or any other destination specified by you, shall impose no liability whatsoever on the Bank until the Bank has acknowledged receipt in writing of the Items. Acknowledgement of receipt is subject to later verification. With respect to Items delivered by the Bank to the Carrier/ Courier for further delivery to your designated location, the Bank shall be relieved of liability upon delivery of Items to the Carrier/Courier. Without limiting the foregoing, the transportation of Items is at your risk and shall impose no liability on the Bank, including, but not limited to, liability arising out of their loss, theft, or destruction during transportation. You must immediately notify the Bank if any Items are believed to be lost, missing, or misdirected ( Missing Items ), or if Items are not accurately reflected on the periodic statement provided by the Bank to you. If you fail to discover and report Missing Items, or erroneous Item entries on statements within 14 days of your discovery of Missing Items or within 14 days of the date we first sent, or otherwise made available to you, a statement for the period including the date of the deposit at issue, whichever is earlier, the Bank may refuse to reimburse you for claimed losses or discrepancies. Your obligation to discover and report Missing Items applies whether or not the Bank has acknowledged receipt of a container purported to contain the Items. The Bank shall not be held liable for any additional fees charged in excess of the fees originally quoted for the Carrier/ Courier service. These may include, but are not limited to, rate increases and fees associated with excess weight, special deliveries, and additional bags. Any agreement by the Bank to pay for services performed by the Carrier/Courier may be terminated at any time by the Bank upon 10 days written notice to you. Direct Deposit For information about direct deposit, refer to the Automated Clearing House (ACH) Services section of this Agreement. Electronic Alerts We offer a Banking Alerts Service that enables you to receive electronic and/or telephonic notices (each an Alert ) from time to time with information about the Union Bank account(s) you have designated. For example, Alerts may include information about the receipt of wire transfers or other credits to an account, or about withdrawals that exceed a certain dollar amount that you specify when you enroll for the Service. Alerts are provided solely as a convenience and are not a substitute for the periodic statements for your account(s) or any other notices we may send you about such account(s), regardless of how you receive such periodic statements or other notices. Such periodic statements and other notices remain the official records of your account(s). Your ongoing obligation to promptly review periodic statements, other notices, and all other correspondence from us regarding your account(s) and other services you obtain from us remains in full force and effect, even if you choose to enroll for the Banking Alerts Service. You must complete a separate agreement at a banking office or online to enroll for the Banking Alerts Service. In order to receive Alerts, you must provide us a valid phone number, cellular phone number, address, or other electronic delivery location so that we may send you certain information about your account(s). Additionally, you agree to indemnify, defend, and hold us harmless from and against any and all claims, losses, liability, cost, and expenses (including reasonable attorneys fees) arising in any manner from your providing us a phone number, address, or other electronic delivery location that is not your own, or that you provide in violation of applicable federal, state, or local law, regulation, or ordinance. We may provide Alerts through one or more of: a) a telephone or cellular telephone (whether by an oral or text message, or both); b) a text- or Web-enabled mobile device; or c) an

53 account that is accessed via a personal computer. It is your responsibility to determine that each of the service providers for the communication media described in a) through c) above (each a Service Provider ) supports the voice and/or text message Alerts you selected above. You agree that the Alerts are subject to the terms and conditions of your agreement(s) with your Service Provider(s), and that you are solely responsible for any fees imposed for an Alert by your Service Provider(s). By enrolling in Alerts, you agree and understand that: a) Alerts may not be encrypted and may include personal or confidential information about you and your transactions, such as your name and account activity or status; b) your Alerts may be delayed, misdirected, not delivered, or corrupted due to circumstances or conditions affecting your Service Provider(s) or other parties; and c) we will not be liable for losses or damages arising from (i) any non-delivery, delayed delivery, misdirected delivery, or corruption of an Alert, (ii) inaccurate, untimely, or incomplete content in an Alert; (iii) your reliance on or use of the information provided in an Alert for any purpose, or (iv) any other circumstances beyond our control. We reserve the right to change, terminate, or charge a fee for the Alerts Service at any time with appropriate advance notice to you. Endorsements/Back of Check Marks that obscure a depository financial institution s endorsement can lead to returned check processing delays. You agree to hold us harmless from any loss, liability, or damage we incur due to endorsements, terms, carbon bands, or other marks that obscure the area reserved for the depository financial institution s endorsements. The area reserved for depository institution s endorsements is located between 1.5 inches from the trailing edge, and 3.0 inches from the leading edge, of the checks you write or deposit. When looking at the front of a check, the leading edge is to the right and the trailing edge is to the left. FDIC Insurance For information relating to insurance coverage, ask for the brochure titled Your FDIC Insured Deposits, call the FDIC at , or visit the FDIC website at FDIC.gov. The Federal Deposit Insurance Corporation (FDIC) is an independent agency of the United States Government. When we give you information about products we offer that are not FDIC insured, you will be clearly informed of that fact before you make a purchase decision. Fingerprinting We may ask individuals who are not depositors of Union Bank to provide a fingerprint on checks they cash. You agree that requiring a fingerprint as part of our identification of holders of your checks is reasonable, and that we will not be liable to you for declining to cash a check for an individual who refuses to provide such a fingerprint. Holds on Funds Our general policy is to make funds from your cash and check deposits with us available to you on the first business day after the business day we receive your deposit. At that time, you can withdraw the funds in cash, and we will use the funds to pay checks you have written. Electronic direct deposits will be available on the day we receive the deposit. For determining the availability of your deposits, every day is a business day except Saturdays, Sundays, and Bank holidays. If you make your deposit in person, at a banking office, during normal banking hours on a business day, that day is considered the day of your deposit. If we receive your deposit at one of our banking offices, night depositories, or automated teller machines (ATMs) after our posted closing hour on any business day, or if you make your deposit on a day other than a business day, your deposit will be considered received on the next business day. Longer Delays May Apply In some cases, we will not make all of the funds you deposit by check available to you on the first business day after the business day of your deposit. Depending on the type of check that you deposit, funds may not be available until the ninth business day after the day of your deposit. The first $100 of your deposit, however, may be available to you on the first business day after the day of deposit. We will notify you at the time of your deposit if we delay your ability to withdraw funds, and we will tell you when the funds will be available to you. If your deposit is not made to one of our employees, or if we decide to delay your ability to withdraw funds after you have left the premises, we will mail you notification of this delay by the business day after the business day we receive your deposit. If you will need the funds from a deposit right away, you should ask us when the funds will be available. In addition, funds you deposit by check may be delayed for a longer period under the following circumstances: We believe a check you deposit will not be paid You deposit checks totaling more than $5,000 on any one day You redeposit a check that has been returned unpaid We redeposit a check on your behalf that has been returned unpaid You have repeatedly overdrawn your account in the last six months An emergency, such as a failure of communications or computer equipment, has occurred We will notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds will be available. In general, the funds will be available no later than the ninth business day after the day of your deposit

54 Special Rules for New Accounts If you are a new client, the following special rules may apply during the first 30 days your account is open: Funds from electronic direct deposits to your account will be available on the day we receive the deposit Funds from deposits of cash, wire transfers, and the first $5,000 of a day s total deposits of cashier s, certified, teller s, travelers, federal, state, and local government checks will be available on the first business day after the day of your deposit, if the deposit meets certain conditions. For example, the checks must be payable to you. The excess over $5,000 will be available on the ninth business day after the day of your deposit. If your deposit of these checks (other than a U.S. Treasury check) is not made in person to one of our employees, the first $5,000 will not be available until the second business day after the day of your deposit. Funds from all other check deposits will be available no later than the ninth day after the day of your deposit Identification We may, without incurring liability to you, refuse to pay a check drawn on your account if it is presented to us by someone we cannot identify to our satisfaction. We may require an endorsement or signature guarantee from another financial institution before we will cash a check drawn on your account when presented for payment by someone who is not our client. Inactive Accounts Unclaimed Property If you do not conduct any checking account transactions for 12 months or savings account transactions for 18 months, we will classify your account as inactive. The inactive period for time deposit accounts begins after the original maturity date. If you do not conduct a transaction or correspond with us about your time deposit account for 24 months (after the original maturity date), we will classify your account as inactive. Transactions that you do not initiate (for example, automatic debits/credits, electronic recurring payments, interest payments, rollover of a time deposit) do not update the account to an active status. When an interest-earning account is classified as inactive, except for Fixed Maturity Time Deposits, it continues to earn interest. For reasons of security, we may refuse to post any transactions (deposits and withdrawals) to inactive accounts unless we can confirm that you initiated the transaction. Service charges from inactive accounts are the same as those for active accounts. Charges are not reimbursed for inactive accounts that are later reclassified as active. Also, we may change the statement schedule for inactive accounts. We will turn the funds in your inactive account over to the state of your last known address on file at the Bank if you do not do any of the following for the appropriate escheatment (inactive) time period (from the date of last activity or last customer contact, or for time deposit accounts after the first maturity, whichever is later) for that state (for example, three years in California and five years in Oregon and Washington): Increase or decrease the amount in your account Note: This does not include Bank-initiated transactions, such as service charges or interest payments. Correspond electronically or in writing with us concerning the account Otherwise indicate an interest in the account (for example, telephoning Telephone Banking to indicate your intention to maintain the account or other record on file with us) Note: Accounts with foreign addresses will be turned over to the state where the account is domiciled. Written notices may be sent to notify you that the funds may be turned over to the state due to inactivity. The requirement to send the notice is based on the account balance and if there is a valid address (no returned mail) on file. The timing of the notice and the minimum account balance required for the notice vary by state. You may be charged a notification fee. Once account funds are turned over to the state, you may reclaim the funds by presenting adequate proof of ownership to the appropriate state. Income Tax Reporting We are required by law to report to the Internal Revenue Service ( IRS ) interest paid to you. For interest-earning accounts in which interest is paid on a cycle of one year or less, we report interest in the calendar year in which the interest is paid. For time deposit accounts issued for a term of more than one year, and in which interest is paid on a cycle of greater than one year, we report interest annually for interest accrued in the current calendar year. A tax reporting notice will be mailed to you for interest-earning accounts if the interest earned is $10 or more. We will report to the IRS, as interest, any cash bonus paid to you as an incentive to open an account or to use a service. Income Tax Withholding We are required by law to withhold a specified percent of your taxable interest, dividend, and certain other payments (this is referred to as backup withholding) if you do not supply us, under penalty of perjury, with your correct taxpayer identification number ( TIN ). We must receive your number even if you do not have to file a tax return. You must also certify that you are not subject to backup withholding. We must report dividend, interest, and other payments to the Internal Revenue Service (IRS), along with your TIN. The IRS uses the TIN for identification purposes

55 We must backup withhold from each reportable payment made to you on any account: If you fail to provide us with the required certified information If the IRS instructs us to withhold If the IRS notifies you that you are subject to backup withholding We may refuse to open, and we may close, any account for which you do not provide a certified TIN, even if you are exempt from backup withholding and information reporting. To avoid possible erroneous backup withholding, exempt payees should furnish their TIN and indicate on the Bank Depositor Agreement (Signature Card) the payee is exempt. Exempt payees include incorporated businesses, fiduciary entities, financial institutions, and government agencies. Nonresident aliens or foreign entities must certify their exempt status on the signature card and complete the appropriate Certificate of Foreign Status, IRS Form W-8. Nonresident aliens must certify their exempt status every three years to avoid backup withholding. You may be subject to civil and criminal penalties if you fail to provide us with a correct TIN or falsify withholding information. International Transactions Transactions processed in foreign currency denominations are subject to daily changes in the exchange rate. For instance, a foreign check or wire processed at one rate may be returned by the foreign bank. The exchange rate at the time of return may be different, resulting in an additional charge or credit to your account. Additionally, foreign transactions are often subject to fees assessed by foreign banks and their correspondent banks, and they may be processed and returned based on local laws and practices. The Bank has no control over those conditions, and you authorize the Bank to process any resulting charges or credits to your account. Large Cash Withdrawals For security purposes, we have the right to limit the amount of cash we will provide on demand at a banking office. We may require reasonable advance notice for large cash withdrawals. You agree that we are not responsible for providing for your security in such transactions, and that we may require that you make advance arrangements with a licensed armored carrier for such withdrawals. Generally, cash transactions of greater than $50,000 are considered commercial transactions and will not be accommodated at a banking office. Legal Process We must comply with any notice of attachment, execution, garnishment, tax levy, injunction, restraining order, subpoena, warrant, or other legal process we believe (correctly or otherwise) to be valid and applicable to your account. We may charge you for handling such legal process, even if the legal process is later released. We may charge you our normal rates for research and copies, in addition to our Legal Process fee, if we are not able to charge the party serving the legal process. You agree that we will not be liable to you for acting upon legal process served by mail or facsimile transmission, or at another of our banking offices, even if the law requires personal delivery at the office where you maintain your accounts. Funds we impound in response to legal process may not earn interest. An account you designate as trust or fiduciary (for example, A and B Associates, Client Trust Account ) may be subject to levies or other legal process directed against your property. This is because the legal owner of the account, the trustee or fiduciary, may have a right to some portion of the funds for commissions or professional fees for services rendered, or for reimbursement of expenses advanced for clients. Limitation on Time to Sue Any action or proceeding you bring to enforce an obligation, duty, or right arising under this Agreement or by law in connection with your account must begin within one year after the cause of action occurs. Negotiating Checks Payable to a Business or Trust To aid the Bank in complying with requirements of the Bank Secrecy Act and related laws and regulations, all checks payable to your business must be processed by depositing to the business account. Checks payable to an individual s name in his or her professional capacity (e.g., John Smith, MD or Jane Doe, CPA) must be deposited to a like-named business account. Similarly, checks payable to a trustee of a trust must be deposited to the appropriate trust account. Checks drawn on the Bank payable to a non-client business may, at the discretion of the Bank, only be negotiated in exchange for a Cashier s Check payable to that exact business name. Prior to negotiation, the business entity must have the endorsement guaranteed on that check by their financial institution. The associated fee for the Cashier s Check must be deducted from the proceeds of the check. Night Depository Service Night depository service is available at most of our offices. This service allows you to make deposits to your account using the night depository facility (the Facility ). Making Deposits Each deposit into the Facility: shall include only cash, checks, drafts, and similar items intended for deposit to one or more of your accounts with us; shall be contained in accordance with our instructions in a self-sealing plastic pouch ( Pouch ) supplied or approved in advance by us; shall 96 97

56 be subject to our disclosure and agreement governing deposit accounts in effect from time to time, including any applicable fees for this service; shall enclose in each Pouch an itemized list of the cash, checks, drafts, and other items contained therein, and you shall retain for your records a copy thereof; and shall be made with your best efforts to verify that each Pouch reaches the vault portion of the Facility. Processing Deposits You authorize the Bank to open each Pouch placed in the Facility, to count the cash and other items therein, and to credit the amount thereof to the indicated account. Deposits made before the Facility s posted morning cutoff time will receive same-day credit for the entire deposit. Note: Deposits made at the Facility after the Facility s posted morning cutoff hour (that is, deposits made at the Facility during the business hours of the banking office where the Facility is located) may not be collected and processed until the beginning of the Bank s next business day. That portion of a deposit consisting only of cash contained in a Pouch will be transported to one of the Bank s centralized cash vaults for counting. All checks, drafts, and similar items, and cash commingled with checks and other items in the same Pouch, may be processed at the banking office where the Facility is located, in accordance with the Bank s policies and procedures in effect, from time to time. Adjustments, if any, will be made after the processing described above has been completed. Disputes of any cash adjustments must be submitted in writing, within 10 days following receipt of any cash adjustment notice, to your office of account with all of the pertinent details. Equipment and Procedures You agree: to use the Facility only with keys supplied by us, to make no duplicates of such keys, and to notify us immediately should you lose any key to the Facility or should a key become unusable for any reason; to take all reasonable precautions to prevent unauthorized persons from tampering with a Pouch; and to notify us if you observe any Facility equipment which is missing, defective, damaged, or inoperable. Depositor Agreement You agree that: we may withdraw the Facility from use at any time, without notice, in cases of emergency or the need to make repairs, without incurring liability to you; and either you or we may terminate this service at any time by written notice to the other, and upon any such termination you shall immediately return, or pay the cost of replacing, all equipment we have furnished. For guidelines for Night Depository safety, refer to the ATM and Night Depository Safety section earlier in this Agreement. Opening Additional Accounts The Bank may, at its option, open additional accounts upon your telephone, written, or online instructions. These accounts must be in the same title as previously established accounts you maintain. Other Agreements Except as otherwise stated in this Agreement, this Agreement does not alter or amend the terms or conditions of any other agreement you have with us. Power of Attorney Business clients do not normally have a need to appoint a person to act for the business by use of a power of attorney. If you feel you have a need to appoint an agent by a power of attorney, you should discuss the situation with one of our officers. We will advise you if we will be able to recognize and act upon a power of attorney. If we honor a power of attorney, the person you designate to act for you is an authorized signer under this Agreement. All owners of a jointly held account must act together when you wish to authorize a person to act for you under a power of attorney. Purchase of Monetary Instruments To aid in our compliance with the Bank Secrecy Act and the USA PATRIOT Act, all monetary instruments sold by the Bank may only be purchased with a check drawn on or a debit to a Union Bank transaction account. Purchases with cash may not be made. This means that cash you wish to use to purchase a monetary instrument must first be deposited into a Union Bank transaction account to fund the desired purchase. Customers with non-transactional deposit accounts, such as Time Deposits or IRAs, should speak to an officer for special processing of their transactions. Record Search If you need copies of checks, prior statements, or other information from our records, ask your banking office, Telephone Banking, or Commercial Customer Service for assistance. Copies will be provided for a fee. If research time is necessary, there is a charge. Copies of checks and prior statements will usually be available in a few days, depending on the volume and dates of your request. Release of Account Information You authorize us to release information regarding the status and history of your loan and deposit accounts to others, including (without limitation) our parent company and affiliates. We normally release information only: When it is necessary or helpful in completing a transaction To verify the existence and condition of your account for a third party, such as a merchant, another financial institution, or a credit-reporting agency To comply with the law or a court order To paying agencies after the death or incapacity of a recipient or beneficiary of recurring direct deposit payments In response to requests by agents of the Bank, such as independent auditors, consultants, or attorneys 98 99

57 To our agents, affiliates, and other qualified vendors to facilitate the delivery of information related to your accounts or other financial services To other financial institutions and networks that process your transactions To local, state, and federal authorities if we believe a crime may have been committed involving your account With your authorization We may also disclose information about your account to an account verification service if we close your account due to unsatisfactory handling, fraud, attempted fraud, or criminal activity. Under these circumstances, the information disclosed may include the name, address, taxpayer identification number, and driver s license number of any account owner, the date the account was closed, the reason for its closing, and the fact the account was closed at the Bank s request. Other financial institutions subscribing to the account verification service may be supplied with this information. Ordinary activity in the day-to-day operation of an account remaining open will not be provided to the account verification service. All authorized signers and Contracting Officer(s) of your business (the sole proprietor of a Sole Proprietorship; (all of) the general partner(s) of a General Partnership, a Limited Partnership, or a Limited Liability Partnership; all joint venturers of a Joint Venture; the only/all of the member(s) or the only manager(s) of a Limited Liability Company; or the president, any vice president, the secretary and/or treasurer of a Corporation or Unincorporated Association) agree we may obtain name and address information from the records of the California Department of Motor Vehicles, and all expressly waive their right under California Vehicle Code Section to keep such information confidential. We may report information about your account to credit bureaus. Late payments, missed payments, or other defaults on your account may be reflected in your credit report. Returned Items (Charged Back and Re-Cleared Items) A check or other item you deposited or cashed may not be paid by the financial institution on which it is drawn. This may happen even if the check or other item is drawn on us. Once we determine or are notified that a check or other item has not been, or will not be, paid for any reason, we may charge it back to any of your accounts, along with any accrued or paid interest, whether or not we can return it to you, and whether or not the return is proper or timely. We may also present the check or other item again for payment, but we are not required to do so. If we choose to present the check or other item again, we may do so without telling you the check or other item was not paid, or that we are presenting it again. We may present a check up to three times, two of which may be electronic presentments. We may also process and deliver to you a photocopy or other image of a returned check or other returned item in lieu of the original, whether it is charged back to your account or automatically presented again, and whether or not the original item is available. We may charge your account the amount of the item and our returned item fee for each deposited or cashed check or other item returned unpaid, even if there is a delay in notifying you or in returning the unpaid check or other item (or photocopy or other image thereof) to you. If we present a returned item again, there is a charge. We may also charge a check back to your account if we receive an affidavit of forged endorsement or alteration, or similar document, and we have no obligation to investigate the accuracy of such affidavit or similar document. Union Bank subscribes to early warning systems for possible returned checks. When you deposit or cash a check, it may be automatically validated to determine if there is a possibility of the check s being returned from the bank on which it is drawn. This early warning that a check may be returned may be sent to you two to five days earlier than when the actual check is returned. This gives you a better opportunity to make arrangements with the maker of the check to ensure payment. If there is a possibility of the check s being returned, we may send you a notice within two days of the day you deposited or cashed the check. When this notice is sent to you, a hold for the amount of the deposited or cashed check will be placed on your account. This notice is intended to be a warning for your use, but does not mean the check will definitely be returned. Returned Items Custom Services If you deposit a large number of checks, you may be interested in the Custom Service options, which may be available for additional fees and are described below. Automatic Re-Clear An automatic re-clear is when we send a returned item back to the bank on which it is drawn a second time in an attempt to obtain payment. You can set a maximum amount and have all checks under that amount automatically re-cleared, or you can have all checks automatically re-cleared. This service requires approval from your banking office, which may discontinue the service at any time with notice to you. The basic returned item fee does not apply to this service. We do not notify you when a check is automatically re-cleared. Endorsement Guarantee and Re-Clear If you forget to endorse a check when it is deposited, the bank the check is drawn on may return the check unpaid because of the missing endorsement. If we can determine that you cashed the check or deposited it to your account, we will provide the missing endorsement, guarantee that the amount of the check was paid to you or deposited to your account, and automatically re-clear the check. We do not notify you when a check is re-cleared. Charge to an Alternate Account For bookkeeping or other reasons, you can have returned items and associated fees charged back to another account

58 Centralized Returns Using an Alternate Bank of First Deposit Notification of Service If you centralize the processing of your depository returns through another financial institution, you agree to notify the Bank at least 10 business days in advance of commencing the use of an alternate bank of first deposit endorsement stamp or spray. In preparation for using an alternate bank of first deposit, you agree to submit a sample of the actual endorsement spray or stamp on the back of a physical check and receive approval from the Bank as to its acceptability, 10 business days prior to use. Endorsement Standards The Bank will validate your compliance with Federal Reserve Regulation CC, section and Appendix D, as well as ANSI X9.13 standards, Specification for the Placement of MICR Printing, in regard to endorsement content and placement. Failure to comply with federal regulations and industry standards will violate Regulation CC and the ANSI X9.13 standards. If you do not communicate your endorsement changes to the Bank or submit your endorsements for review, you agree to take full responsibility for any damages arising from the failure to comply. Placement of the Endorsement When applying an alternate bank of first deposit endorsement, you should place such an endorsement on the back of the check, so that the bank of first deposit s routing number is wholly contained in the area 3.0 inches from the leading edge of the check to 1.5 inches from the trailing edge of the check. The leading edge is defined as the right side of the check looking at it from the front. Client Deposit Preparation and Delivery Channel Refer to the Deposit Delivery Handbook for specific instructions on deposit preparation. In addition, you may only submit deposits that have centralized returned item processing at an alternate bank of first deposit through the channels designated as acceptable by the Bank. If you use a nonapproved channel, then your work will be processed using Union Bank as the bank of first deposit for the endorsement. When you use a non-approved channel, we will spray over your endorsement with ours, which will put you in violation of Regulation CC, as well as the ANSI X9.13 standards, and the Bank will hold you liable should any claim arise. Returned Items Notification Deposited Items Returned on the Web The Deposited Items Returned service on the Web includes the following standard features: (a) view images of the front and back sides of unpaid deposited items charged back or re-cleared; and (b) download text information regarding those items. Other optional features available in the Web module include viewing text information for early warning of large dollar returns, and decisioning that a deposited item returned be either charged back or re-cleared for a second or later presentment. Not all clients using Deposited Items Returned on the Web have decisioning capabilities. The decisioning feature is considered an extension of credit and is not available to all clients. If you have access to this feature, you agree to submit your decisions by 11:00 a.m. (Pacific Time) on business banking days, unless we otherwise notify you of an extension to this deadline. If you do not submit a decision for an item by 11:00 a.m. (Pacific Time), you agree that the item will default to chargeback and be posted to your account the next day. Only items returned for the first time as NSF, UCF, or RTM are eligible for decisioning. On occasion, an item that normally would be presented to you for decisioning will be charged back. NSF Nonsufficient Available Funds. A check is returned as NSF when it is presented for payment and returned unpaid because the maker s account does not have sufficient funds available for payment. UCF Uncollected Funds. A check is returned as UCF when the maker s account does not have sufficient collected funds available for payment. RTM Refer to Maker. A check is returned as RTM when it is presented for payment and returned unpaid without a precise return reason specified. Early Warning of Large Dollar Return Items This service is intended to give you earlier notice when a large dollar item ($2,500 or more) you have deposited may be returned unpaid. Paying banks are generally required to provide prompt notice to the depository bank when the amount of an item being returned is $2,500 or more. This dollar threshold is substantially higher for certain paying banks, including Union Bank, that have agreed with one another to adopt a different threshold. When we receive a notice that a large dollar item you have deposited may be returned, we can relay that information to you the same business day we receive it. Paying banks may also send us a cancellation of a previous notice, which we can also relay to you the same day we receive it. Delivery channels include the Web module for Deposited Items Returned, Information Reporting, fax, or phone. Note that we can only report to you what has been reported to us. We will not be held responsible for the failure of any paying bank to notify us that a large dollar deposited item is being returned unpaid, or for a paying bank s delay in doing so. Under some circumstances, by the time we receive the paying bank s notice of a returned deposited item, we may have already received the item and posted it to your account. Image Fax Notification We can fax you a digitized image of the front and back of a returned check, whether it is charged back to your account or automatically re-cleared

59 Duplicate Notice Sent Either to Your Primary Address or to an Alternate Address We can send you a notice of returned items and an additional notice to your primary or different address. Telephone Notification If you choose, we can call you if a check you deposited has been returned unpaid. This telephone notification gives you an earlier warning, so your collection efforts can begin sooner. Reviewing Statements Under the California Commercial Code, both banks and their clients have obligations to prevent fraudulent use of accounts. With a few exceptions (for example, certain savings and time deposit accounts), we provide you with periodic statements listing your account transactions. You agree to inspect your statements and cancelled checks as soon as you receive them, and to report any irregularities to us immediately. If you have Check Safekeeping, described earlier in this Agreement, you agree that a statement that describes your paid checks by check number, amount, and date of payment gives you sufficient information to identify the items paid. If your statement is late or if checks appear to be missing, you agree to notify us immediately. You should not permit the same person who issues checks to review paid checks and reconcile your bank statements. Failure to separate these functions allows a wrongdoer to avoid detection. Owners or managers should review these functions periodically. You agree you are responsible for monitoring and reviewing the activity of your account and the work of your employees, agents, and accountants. We recommend you have at least two individuals inspect your statements and cancelled checks on a regular basis to look for improper or unauthorized signatures, alterations, forged endorsements, overpayments, errors in encoding check amounts, or any other irregularities, and to ensure your accounts are being handled in a proper manner. You must tell us immediately if you think there is an error or an unauthorized transaction shown on your statement. If your statement, cancelled check, or other item includes or discloses an improper or unauthorized signature, irregularity, or alteration, you must tell us within 30 days after we mail, deliver, or otherwise make it available to you. If you do not, we may refuse to reimburse you for future unauthorized transactions by the same wrongdoer(s). In addition, if you do not report an unauthorized or improper signature, an irregularity, an alteration, or an encoding error within six months of the date the statement, cancelled check, or item is mailed, delivered, or otherwise made available to you, the account balance indicated on your statement will be considered correct, and we will have no further responsibility or liability to you with respect to those statements, checks, and other items. If you have experienced an unauthorized, missing, or improper signature, an alteration, or any other evidence of possible fraudulent activity on your account, we may require you to do one of the following: Subscribe to Positive Pay Subscribe to Basic Positive Pay Subscribe to Reverse Positive Pay (includes a release of the Bank s liability for over-the-counter items) Close the account (and open a new one, if desired) Keep the account open, but immediately agree in writing to the terms of the Bank s Indemnification and Hold Harmless Agreement (releases the Bank from all liability for later fraudulent items on the account, except for losses caused solely by the Bank s bad faith or failure to exercise ordinary care). Our brochure Safeguards Against Internal Fraud and Embezzlement discusses many procedures proven effective in preventing fraud. Ask your banking office for a copy. You should also consult your own auditors and accountants to determine the internal controls best for your business. Right of Setoff, Endorsement Claims, and Reclamations All balances in your deposit account are subject to our right of setoff for payment of loans or other debts you owe us. If you are the sole proprietor of a business, we may exercise our right to charge personal accounts you maintain with us, whether alone or jointly with others. If your business is a partnership, we may charge the personal accounts any general partner maintains with us, whether alone or jointly, for amounts the partnership owes us. Setoff against funds in a time deposit account may include an Early Withdrawal Fee or Compensating Fee. We will notify you if we exercise our right of setoff. If we receive an affidavit or declaration under penalty of perjury, or any other type of claim or demand pursuant to statute, regulation, clearing house rule, operating circular, judicial pronouncement, or similar authority, stating you were not entitled to the proceeds of a check or other item deposited to your account, we may debit that amount against any accounts you have with us, whether such accounts are held jointly or solely in your name. If you are receiving government payments, whether by check or by electronic transfers to your account through the government s direct deposit program, and we receive notice from the government reclaiming amounts previously credited, we may debit any of your accounts, whether such accounts are held jointly or solely in your name, for the amount reclaimed. You agree to pay us immediately for any amount we are obligated to pay if you do not have sufficient funds in your accounts. Safeguarding Telephone Transactions To help safeguard against potential unauthorized use of your account, you should not use cellular phones or cordless phones to conduct your transactions with us. Confidential account information can be intercepted over the airwaves without your

60 knowledge or authorization. You agree not to assert against us, and to indemnify and hold us harmless from, any loss, claim liability, cost, and expense (including attorneys fees), that arise out of, or are in any way connected with, your use of a cellular or cordless phone to conduct your transactions with us. Security Interests You agree that we shall have no obligation to you or to any creditor under any notice of an assignment of, or grant of a security interest in, your account except to the extent we agree to in writing. We may charge you a fee for reviewing and responding to any such notice, whether or not we agree to be bound by it. Notwithstanding the foregoing, if we receive any such notice we believe (correctly or otherwise) to be genuine, that does not clearly direct us to continue paying checks you draw against the account, we shall not incur liability to you for returning checks unpaid until the creditor has authorized continued payment. You agree our right of setoff has priority over any security interest in an account you grant to another creditor. You are responsible for informing the creditor that any such assignment or grant of a security interest is subject to the terms of this Agreement. message, or transmit by , or leave by voic or on a telephone answering machine. Withdrawals by Third Parties If you authorize any person other than the authorized signers you designate to us to draw checks on your account, you agree that we may charge your account for all checks drawn by any such person without our incurring liability to you. For example, if you order merchandise or services by phone and give the seller your account number, then you are responsible for each check or draft the seller draws against your account, even if the amount is more than you authorized. You agree to provide us on request with a copy of any written agreement you may have with such person. Telephone Monitoring Supervisory personnel in our customer service departments may monitor telephone conversations with clients to ensure you receive courteous and efficient service. We may record these and other conversations for your protection and our own, and we need not remind you of our recording before each such conversation. Transaction Information Requirements In order for the Bank to conduct certain financial transactions, we are required to obtain certain information about the individual conducting the transaction, as well as about the individual or organization for whom the transaction is being conducted. The information includes the full name, permanent address, Social Security number and/or Employer Identification Number, driver s license or passport, occupation or profession of the individual conducting the transaction. We also require the account owner s full name, permanent street address, Social Security number and/or Employer Identification number, and business, occupation, or profession. If this information is not provided, we are required to refuse to handle the transaction. Transaction or Instruction Requests Not Made in Person To protect your account from unauthorized access, we will accept transaction or instruction requests not made in person only if we can reasonably ensure your identity. We may use passwords or personal identification numbers (PINs), contact you by telephone, or use other means to authenticate your identity and validate your request. Unless you have made special arrangements with us, we are not required to act upon instructions you give us via facsimile transmission, text Union Bank of California, N.A. Member FDIC (Rev. 12/08)

61 Invest in you Important Information About Your Account This notice amends our booklets: n All About Business Accounts & Services Disclosure and Agreement ( Agreement ) n All About Business Accounts & Services and Treasury Management Services Disclosure and Agreement ( Agreement ) n Business Fee Schedule California Oregon Washington ( Fee Schedule ) We have made the following changes and additions to the Agreements and Fee Schedule to reflect the availability and terms of the Business Preferred Savings SM Account. The provisions of this notice become effective April 18, If there is any disagreement between this notice and the Agreements or Fee Schedule, this notice shall be controlling. Your use of the Business Preferred Savings Account after April 18, 2009, constitutes your consent to the terms of this notice. The following changes have been made to the Agreement. BUSINESS SAVINGS ACCOUNTS The following section has been added under this heading: Business Preferred Savings SM A Business Preferred Savings Account provides you with the opportunity to earn a higher interest rate on your Business Savings Account. In order to qualify for and maintain a Business Preferred Savings Account, you are required to maintain a linked Union Bank Business Checking Account. You may make deposits and withdrawals from the account at any time and in any amount, subject to federal limitations described below. If you maintain the required daily minimum balance, you will not be charged a monthly service charge. If your balance falls below the required minimum, a monthly service charge will be deducted from your account on the last business day of the calendar month. For fees, refer to the applicable Business Fee Schedule. Limitations Federal regulations limit certain types of transfers from your Business Savings Account to a combined maximum of six per calendar month. Each time a transfer is paid against your account in excess of those allowed by federal regulation, you will be assessed an excess transfer charge. If you exceed the transfer limits set by federal regulations, we will notify you in writing. If you continue to exceed these limits, we are required to convert your account to one not subject to

62 limits on transfers. If we plan to convert your account, we will notify you at least 30 days in advance. To help you understand these transfer limitations and avoid excess transfer charges, review the following information: Unlimited Transactions: n Deposits n ATM cash withdrawals and transfers (subject to the daily amount limits and sufficient available funds) n Withdrawals made in person, by mail, or by messenger at a Union Bank office n Transfers made in person at a Union Bank office n Automatic transfers to repay your Union Bank loan Limited Transactions: n Automatic transfers to another deposit account at Union Bank (including Business Savings Overdraft Protection Plan transfers) n Automatic transfers to another institution n Telephone transfers (including Telephone Banking or Automated Customer Service) n Computer online transfers Interest Interest on your account is compounded daily using a 365-day year (366 days each leap year), and is calculated on your collected balance. No interest accrues unless the principal balance in the account is sufficient to earn at least 1/10 per day at the daily periodic rate in effect. Your collected balance consists of your account balance at the end of each banking day, excluding any funds from deposited checks drawn on other financial institutions that have not yet been made available to us by the Federal Reserve Bank or other correspondent bank. Funds for deposited checks drawn on other financial institutions usually begin to earn interest in one to two business days, depending primarily on the location of the financial institutions on which the checks are drawn. The interest rate is subject to market conditions, is determined by us, and can change as often as daily. Interest rates for different balance ranges are listed on the Interest Rate Sheet, which is given as part of this Agreement when you open an interest-earning account. Each day, your collected balance will fall within one of the balance range tiers listed. The interest rate for that particular balance range applies to the entire interest-earning balance in your account that day. We reserve the right, from time to time, to apply the same interest rate to more than one tier. Interest earned on your account will be paid to your account on the last business day of the calendar quarter. If the account is closed during a quarter, the interest accrued will be paid to the closing date.

63 Interest on Business Savings Accounts Owned by Public Agencies Interest on your account is based on a 360-day year, and is calculated on your interest-earning balance. The interest rate is subject to market conditions and can change as often as daily. Interest earned on your account will be paid to your account on the last business day of the calendar quarter. Closing the Qualifying Business Checking Account You may close the linked Business Checking Account at any time. However, if you do so, or if you permit the Business Checking Account to remain inactive with a zero or negative balance, you agree that we may convert the Business Preferred Savings Account to a regular Business Savings Account, subject to all applicable terms, conditions and fees associated with regular Business Savings. We will notify you before we convert your account. Please refer to the Business Savings Account section on page 23 of the Agreement for more information about this account. Account Statement We will mail, deliver, or otherwise make available to you a statement at least quarterly. Your statement shows total interest paid to your account, along with the interest rate in effect each day, and the APY earned during the period described. The following may result in our sending you a statement more frequently: n An electronically initiated debit or credit, such as an ATM transaction, has posted to your account; or n You linked your savings account to your primary checking account for Linked Statement purposes. For additional information about general banking services, refer to the General Banking Information section on page 78 of the Agreement. The following section has been added to the Fee Schedule. OTHER BUSINESS DEPOSIT PRODUCTS AND SAVINGS ACCOUNTS (All States) Business Preferred Savings SM Account ** Minimum Opening Deposit $100 Service Charge Assessed Monthly: $10 With Online Statement when Paper Statement Discontinued With Check Safekeeping Enclosed Check Fee Balance Requirement for Service Charge Waiver: N/A N/A N/A Daily Minimum $5,000 Monthly Average N/A Excessive Transfer Charge: * $15 * Fee charged for each limited transfer in excess of the limit. ** Requires a linked Business Checking Account Union Bank, N.A (03/09)

64 Important Information About Your Account This notice amends our booklets: All About Business Accounts & Services Disclosure and Agreement and Fee Schedule and any other addenda to these disclosures ( Agreement ) All About Business Accounts & Services and Treasury Management Services Disclosure and Agreement and Fee Schedule and any other addenda to these disclosures ( Agreement ) We have made the following changes to the Agreement. The provisions of this notice become effective as stated below. If there is any disagreement between this notice and the Agreement, this notice shall be controlling. Your continued use of your Union Bank account constitutes your consent to the terms of this notice. New Deposit Insurance Limits Deposits at FDIC insured institutions are now insured up to at least $250,000 per depositor through December 31, On January 1, 2014, the standard insurance amount will return to $100,000 per depositor for all account categories except for IRAs and certain other retirement accounts, which will remain at $250,000 per depositor. Optional Checking Account Services Effective August 15, 2009, for new accounts of all types, the Enclosed Check statement option will no longer be available. Physical cancelled (paid) checks will not be enclosed in periodic statements. Check Safekeeping, Check Imaging (checks with front image or front and back images), or Online statement options will remain available. unionbank.com Cert no. SCS-COC Union Bank, N.A (7/09)