All About Small Business Retirement Plans

Effective January 1, 2012 All About Small Business Retirement Plans Disclosure and Agreement Including SIMPLE IRA Plans SEP IRA Plans UBC2868_84453_1111_SmallBiz_AllAbout_Fa.indd 1

NON-LIABILITY FOR FAILURES OF OTHER COMPANIES Effective processing of your financial transactions may depend on the readiness of service providers other than Union Bank, N.A. (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. Table of Contents INTRODUCTION...1 Right to Revoke...1 SIMPLE (SAVINGS INCENTIVE MATCH PLAN FOR EMPLOYEES) IRA PLAN... 1 Eligible Employer for a SIMPLE IRA Plan... 1 Eligible Employee for a SIMPLE IRA Plan...1 Establishing a SIMPLE IRA Plan (Employer)... 2 Employer Contributions... 2 Matching Contribution Formula... 2 Non-Elective Contribution Formula... 2 Establishing a SIMPLE IRA (Employee)... 2 Employee Deferral Limits... 2 Catch-Up Contributions... 2 SEP IRA PLAN... 2 Eligible Employer for SEP IRA Plan... 2 Eligible Employee for SEP IRA Plan... 2 Establishing a SEP IRA Plan... 2 SEP IRA Plan Contributions... 2 IMPORTANT INFORMATION ABOUT YOUR UNION BANK SMALL BUSINESS RETIREMENT PLAN ACCOUNT... 3 Access to Funds... 3 Account Ownership... 3 Adjustments... 3 Amendments... 3 Application and Adoption Agreement... 3 Change of Name or Address... 3 Check Endorsement... 3 Claim of Loss... 3 Contacting You by Telephone... 3 Currency Transaction Reporting... 3 Customer Due Diligence... 3 Customer Identification Program (CIP)...4 Death or Incompetence...4 Definition of Terms...4 Deposits...4 Fees...4 Headings...4 Heroes Earnings Assistance and Relief Tax (HEART) Act of 2008...4 Legal Process...4 Non-Personal Transaction or Instruction Requests...4 Notice of Withdrawal...4 Opening Additional Accounts...4 Other Agreements...4 Power of Attorney...4 Record Search...4 Returned Items...4 Telephone Monitoring... 5 Severability... 5 Unlawful Internet Gambling Compliance with Laws and Regulations... 5 Waivers... 5 CONTRIBUTIONS... 5 Excess Contributions... 5 Non-Deductible Contributions Withdrawn Prior to Tax-Filing Deadline with Extensions... 5 Applying an Excess Contribution to a Later Year... 5 Ineligible Contributions... 5 Regular Automatic Deposits... 5 CUSTODIAL/TRUSTEE FEES... 5 DISTRIBUTIONS... 6 Premature Distributions... 6 Qualified First-Time Home Buyer Distributions... 6 Normal Distributions... 6 Mandatory Distributions... 6 Required Minimum Distributions (RMD)... 6 At Death Distributions... 7 Death on or After the Required Beginning Date... 7 Death Prior to the Required Beginning Date... 7 Spousal Assumption... 7 Withholding Rules on Distributions... 7 INACTIVE ACCOUNTS... 7 INFORMATION SERVICES... 8 INVESTMENT OPTIONS... 8 FDIC Insurance... 8 Bank Fixed Rate and Variable Rate Accounts... 8 MoneyMarket Savings Account... 8 Time Deposit Accounts... 8 Variable Rate Time Deposits... 9 Retirement Income CD... 9 18-Month Variable Rate Time Deposit... 9 Additional Information About Your Variable Rate Time Deposit Account... 9 Fixed Rate Time Deposits... 9 Bonus Rate Rollover Time Deposit... 9 General Information About Variable Rate, Fixed Rate, and Bonus Rate Rollover Time Deposits... 10 Early Withdrawal Fee and Compensating Fee... 10 Promotional Rate Time Deposits... 10 BROKERAGE IRAs AND PLANS... 10 Core Account Investment Vehicle... 10 Mutual Fund Disclosure Statement... 10 Consent to the Use of Proprietary Mutual Funds... 11 Market-Linked Certificate of Deposit (MLCD)... 11 Investment Guidelines... 11 Expected Returns... 11 PROHIBITED TRANSACTIONS... 11 Use of Your IRA for a Loan... 11 Estate and Gift Taxes...12 REPORTS... 11 Reporting Requirements for Retirement Account Holders/Employees...12 Custodian Reporting Requirements for SIMPLE IRA Plans Only...12 Employer Reporting Requirements for SIMPLE IRA Plans Only...12 UBC2868_84453_1111_SmallBiz_AllAbout_Fa.indd 2-3

ROLLOVERS...12 Types of Rollovers...12 Rollover Timing...13 IRA-to-IRA Rollover...13 Indirect Qualified Plan to Rollover IRA...13 Direct Qualified Plan to Rollover IRA...13 SIMPLE Rollover IRA...13 Rollover IRA Tax Treatments...13 Qualified Plan Rollover to IRA by Non-Spouse Beneficiary...13 Qualified Retirement Plan Rollover to Roth IRA...13 Custodian s Fees...13 Broker s Commissions...13 Tax Treatment of SIMPLE IRA Contributions...13 Tax Credits for SIMPLE IRA and SEP IRA Only... 14 TRANSFERS/ASSIGNMENTS... 14 CUSTODIAL AGREEMENTS... 14 SIMPLE (Savings Incentive Match Plan for Employees) IRA Plan Custodial Agreement... 14 SEP (Simplified Employee Pension) IRA Plan Custodial Agreement...17 Small Business Retirement Plan Trust Agreement...21 UNIONBANC INVESTMENT SERVICES LLC AGREEMENT...21 Meanings of Words in This Agreement...21 Retirement Plan Provisions...21 Bank/Investment Services Accounts...22 General...24 Payment for the Order Flow...26 Notice to Customers...26 BROKERAGE ACCOUNT PREDISPUTE ARBITRATION AGREEMENT...27 FINANCIAL DISCLOSURE...27 ENDNOTES...29 INTRODUCTION Welcome to Union Bank, N.A. 1 Union Bank is one of the West s oldest and largest banks and enjoys a reputation as being a premier provider of retirement plans and investments for individuals and for employers. With over 300 banking offices in California, Oregon, and Washington, Union Bank, its subsidiaries, and its affiliates, including UnionBanc Investment Services, 2 can provide you with the resources to meet your retirement savings goals and needs. This booklet contains the important information applicable to the following Small Business Retirement Plans offered by Union Bank: SIMPLE IRA Plan (Savings Incentive Match Plan for Employees) SEP IRA Plan (Simplified Employee Pension) This booklet also contains a copy of the UnionBanc Investment Services (UBIS) Agreement. Except as otherwise required by law, the provisions of this booklet are governed by, and interpreted according to, California and federal law. When a retirement plan agreement is signed, the account owner agrees to the terms and conditions described in this booklet, the Mutual Funds Disclosure Statement, and, if applicable, the UBIS Agreement. Transactions will not be effective until we receive and process them in California, Oregon, or Washington. This information supersedes all previous information. Eligibility to participate in and deduct contributions made to a Small Business Retirement Plan is subject to Internal Revenue Service (IRS) rules. Consult your tax advisor. How to Obtain More Information If you have any questions, you should discuss them with your own legal counsel or tax advisor. Further information may also be obtained from Union Bank by calling: Retirement Plan Center 1-800-304-3854 Union Bank Retirement Plan Center business days are Monday through Friday, excluding Bank holidays, from 8:00 a.m. to 4:45 p.m., Pacific Time. Important Notice: Union Bank is not responsible for determining or maintaining records regarding your eligibility for tax benefits. As many of the rules for IRAs have been revised, you may want to contact a qualified tax advisor before opening an IRA or when selecting a beneficiary or distribution option. IRS Publication 560 Retirement Plans for Small Businesses may also be helpful in answering questions and identifying various options available to you. This publication is available from your local IRS office, from the IRS website at www.irs.gov, or by calling 1-800-TAX-FORM. Right to Revoke YOU MAY REVOKE YOUR SEP OR SIMPLE IRA PLAN AT ANY TIME WITHIN SEVEN (7) CALENDAR DAYS AFTER YOU RECEIVE THIS DISCLOSURE. WE WILL CONSIDER THE DISCLOSURE AS RECEIVED THREE (3) DAYS AFTER IT IS MAILED, UNLESS WE ARE NOTIFIED OTHERWISE. You may not revoke a contribution made to an existing SEP or SIMPLE IRA plan. To revoke the IRA plan, mail or deliver a written notice of revocation to the banking office where you established your IRA plan. You may also mail your written notice of revocation to: Union Bank Retirement Plan Center P.O. Box 60319 Los Angeles, CA 90060-0319 We cannot accept a verbal notice of revocation. However, if you have any questions about revoking your IRA, you may call: 1-800-304-3854 When we receive your written revocation, we will return the entire amount you contributed and any fees, charges, or expenses charged to the account. Any interest earned on the amount contributed is forfeited, and the revocation is reported to the Internal Revenue Service and (if applicable) to the state of California or the state of Oregon. If you mailed the notice, we consider it mailed on the date postmarked or, if by certified or registered mail, the date of certification or registration, provided it is mailed first class, postage prepaid, and properly addressed. The overnight mailing address is: Union Bank Retirement Plan Center 445 S. Figueroa Street, 4-105-808 Los Angeles, CA 90071 SIMPLE (SAVINGS INCENTIVE MATCH PLAN FOR EMPLOYEES) IRA PLAN A SIMPLE IRA Plan is a tax-favored retirement plan that certain small business employers (including self-employed individuals) can set up for the benefit of their employees. A SIMPLE Plan is a written agreement (salary reduction agreement) between the employee and employer that allows the employee, if eligible (including a self-employed individual), to choose to: Reduce his or her compensation by a certain percentage each pay period, and Have the employer contribute the salary reductions to a SIMPLE IRA on the employee s behalf. These contributions are called salary reduction contributions or salary deferrals. The SIMPLE Plan was designed to ease the employer s burden of financial and administrative responsibilities for maintaining an employer-sponsored retirement plan. The employer must commit to making contributions to all eligible employees, unlike other plans where the contribution may be optional. Additionally, all contributions under a SIMPLE Plan must be made to SIMPLE IRAs, not to any other type of IRA. Eligible Employer for a SIMPLE IRA Plan A SIMPLE IRA Plan may be maintained by an eligible employer. An eligible employer is one that meets the following requirements: The employer must have 100 or fewer employees who received at least $5,000 of compensation from the employer for the previous calendar year. The employer who maintains a SIMPLE Plan cannot maintain any other qualified retirement plan in which the employees currently accrue benefits; and The employer can be a sole proprietor, partnership, corporation, or self-employed individual, along with certain related employers under the controlled group rules. Under a special rule, employers who have adopted a SIMPLE Plan are given a two-year grace period to maintain a SIMPLE Plan once they are no longer eligible (i.e., have more than 100 employees or adopt another retirement plan). Eligible Employee for a SIMPLE IRA Plan An employee is eligible to participate in his or her employer s SIMPLE Plan if he or she meets the following requirements: Received at least $5,000 in compensation from his or her employer during any two prior years, and Is reasonably expected to receive at least $5,000 in compensation during the current year. Some employees may be excluded even though they meet the eligibility requirements. An employer may exclude from participation in the SIMPLE Plan union employees covered under a collective bargaining agreement (provided retirement benefits were part of the bargaining process) and nonresident aliens. The employer must notify employees 60 days before the beginning of the calendar year of what contribution percentage will be made to the employees SIMPLE IRA for the following year. The employer must choose either a matching or a non-elective contribution formula. 1 UBC2868_84453_1111_SmallBiz_AllAbout_Fa.indd 4-1

Establishing a SIMPLE IRA Plan (Employer) Generally, an existing employer may establish a SIMPLE Plan on any date between January 1 and October 1, provided the employer did not previously maintain a SIMPLE Plan. If an employer did maintain a prior SIMPLE Plan, the employer may establish a SIMPLE Plan effective only on January 1 of a year. If a new employer comes into existence after October 1 of the year the SIMPLE Plan is to be established, the employer can establish the SIMPLE Plan as soon as is administratively feasible. Employer Contributions Employers may choose to make either a matching contribution or a nonelective contribution based on the formulas outlined below. Matching Contribution Formula If an employer chooses a matching contribution formula, and if the employee elects to defer a percentage of his or her salary for that year, the employer will match employee contributions on a dollar-for-dollar basis, up to 3% of the employee s compensation. The maximum matching contribution the employer can make on behalf of the employee is 3% of the employee s annual compensation or, in 2011, $7,350. In two of any five years, the employer could choose to match, dollar for dollar, a percentage lower than 3% of compensation, but not lower than 1%. If the employer chooses this option, the employee must be notified of the lesser contribution amount more than 60 days before the beginning of the year. Non-Elective Contribution Formula If the employer chooses a 2% non-elective contribution formula, the employer will make a 2% non-elective contribution for all eligible employees who have at least $5,000 of compensation from the employer for the year. The employer will make this contribution on behalf of the employee even if the employee chooses not to defer a percentage of his or her salary for the year. The maximum non-elective contribution the employer could make on the employee s behalf is 2% of the employee s annual compensation, and the maximum compensation on which contributions can be based, is $245,000 for plan years beginning January 1, 2011, and indexed thereafter. Establishing a SIMPLE IRA (Employee) Employees must establish a separate IRA to accept SIMPLE Plan contributions. SIMPLE Plan contributions may not be made to an IRA that holds other types of contributions (e.g., rollover and regular contributions), and other types of contributions may not be made to an IRA to which SIMPLE Plan contributions are made. Employee Deferral Contributions Within a 60-day period preceding the plan year, the employer must allow eligible employees to make deferral elections or modify previous elections. However, an employee may not elect to defer more than the limits described below. Total elective deferrals for each taxable year are limited to the lesser of 100% of the employee s compensation or the limits shown in the chart below: SIMPLE IRA ELECTIVE DEFERRAL LIMIT FOR UNDER AGE 50 $11,500 plus potential 2011 and beyond annual cost-of-living adjustments Catch-Up Contributions Individuals who turn 50 years old or older before the end of the taxable year of the deferral contributions may be eligible to make additional deferrals as catch-up contributions. The chart below shows the maximum elective deferral limits with the additional catch-up amounts based on the extra $2,500 for 2011. SIMPLE IRA CATCH-UP CONTRIBUTION LIMIT FOR AGE 50 AND OLDER $14,000 plus potential 2011 and beyond annual cost-of-living adjustments If the employee contributes more than the maximum annual salary reduction contribution or rollover funds that are not eligible for rollover, a 6% excise tax penalty will apply to the excess contribution each year until the excess is removed from the employee s SIMPLE IRA. The 10% early withdrawal penalty will also apply to a distribution of excess contributions unless an exception to the penalty applies. An employee may terminate participation in his or her employer s SIMPLE IRA Plan by notifying the employer to discontinue the contributions. However, the employer may choose not to allow an employee to resume participation until the beginning of the following calendar year. SEP IRA PLAN A SEP IRA Plan allows an employer to make deductible contributions for the benefit of participating employees. Eligible Employer for SEP IRA Plan An employer who is a sole proprietor, partnership, corporation, tax-exempt organization, or government entity can establish a SEP Plan. Eligible Employee for SEP IRA Plan If an employer offers a SEP IRA Plan to employees, any employee who is eligible must be allowed to participate. Eligible employees include those who: Are at least 21 years old by the end of the year, and Have worked for the business for three of the last five years. An employer has the option of setting less restrictive participation requirements, such as lowering the age requirement to 18 and setting the length of time worked to one year out of the last five. Some employees may be excluded even though they meet the age and time-worked requirements. An employer may exclude from participation in the SEP IRA Plan union employees covered under a collective bargaining agreement (provided retirement benefits were part of the bargaining process), non-resident aliens, and employees who earn less than $550 in 2011 (indexed annually for inflation). Employees are immediately 100% vested in all employer contributions. Establishing a SEP IRA Plan To establish a SEP IRA Plan, the employer completes IRS Form 5305- SEP Simplified Employee Pension Individual Retirement Accounts Contribution Agreement (Form 5305-SEP). A completed copy of Form 5305-SEP is given to each eligible employee, and the employee opens a SEP IRA to receive the employer contributions. After the employer establishes the SEP IRA Plan, contributions are made directly to SEP IRAs established by each employee, including the employer. SEP IRA Plan Contributions The employer is permitted to contribute each year up to 25% of the first $245,000 (indexed annually for inflation) of the employee s annual compensation or, in 2011, $49,000, whichever is less. An employer who signs a SEP Plan agreement does not have to make any contributions to the SEP IRAs that are set up. However, if the employer does make contributions for a given year, the contributions must be made for all eligible employees, who performed services during the year for which the contribution is made, including employees who die or terminate employment before the contributions are made. An employee must receive a contribution even if the employee has reached age 70 1 / 2. The contributions should represent the same percentage of each employee s compensation. IMPORTANT INFORMATION ABOUT YOUR UNION BANK SMALL BUSINESS RETIREMENT PLAN ACCOUNT Access to Funds Funds deposited into your Small Business Retirement Plan (SBRP) are generally not immediately available to be distributed to you or transferred to an IRA. If you believe that funds you have deposited will need to be disbursed immediately, you should ask the banking office when the funds will be made available. Account Ownership The SIMPLE (Savings Incentive Match Plan for Employees) and SEP (Simplified Employee Pension) Plans will be established in the name of Union Bank as Custodian for the Benefit of the Depositor. No accounts may be set up as joint tenancy or for the benefit of someone other than the depositor/participant. Interest in the assets of the plan cannot be given away or pledged. Adjustments In the event of an error, we will make adjustments and/or corrections to your account. Amendments We may amend the terms of this booklet by mailing you notice of the amendment(s) and giving you a reasonable period of time to respond. Normally, if no response is received within the time period, you agree to the change. We may amend all other rules, terms, or conditions regarding Union Bank s SIMPLE, SEP, and our fees by delivering or mailing a notice or disclosure booklet to you at the last address on file for your plan. By using our services after changes become effective, you agree to the changes. Application and Adoption Agreement In order to ensure that our records remain current, we may, from time to time, ask that a new IRA or SIMPLE Application and Adoption Agreement be signed and the beneficiary designation updated. When changes to the SBRP are mandated by the Internal Revenue Service (IRS) and require a signature on a new Membership Agreement, the SBRP may not continue to qualify for favorable tax treatment if a new Membership Agreement is not signed. The account owner is responsible for notifying other active participants in the SBRP of all changes. Change of Name or Address You must notify us promptly of any change in your name, or the identity of your Attorney-in-Fact on your account, as well as any change of address for you or your Attorney-in-Fact. Check Endorsement 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 institution s financial endorsement. The area reserved for a depository institution s endorsement is located between one and one-half inches from the trailing edge and three 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. Claim of Loss If you claim a credit or refund because of a forgery, alteration, or any other unauthorized withdrawal, 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 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, and to provide us with all reasonable information about your coverage, including 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 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 incurred by you. Your account may be closed prior to the above time frames for nonsufficient available funds, overdrafts, or other unsatisfactory account activity, and a report may be made to a consumer reporting agency. Contacting You by Telephone By opening or maintaining an account with us, you give us and our authorized representatives your express consent to contact you by telephone, whether cellular (mobile) phone or landline, 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 pre-recorded messages, artificial voices, and/or autodialed calls when we contact you by telephone. Currency Transaction Reporting Federal and state laws and regulations require all financial institutions to report certain types of currency transactions to various federal and state agencies. These reports are designed to aid the detection, investigation, and control of illegal activities. Union Bank must complete a Currency Transaction Report at the time of each reportable transaction. In order to complete the report, we are required to obtain certain information about the individual conducting the transaction, as well as about the individual or organization for which the transaction is being conducted. This information includes the full name, permanent address, Social Security number and/or Employer Identification Number, driver s license or passport, and occupation or profession for 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. If you have any questions about these reporting requirements, contact your local Internal Revenue Service office. Customer Due Diligence To aid the Bank in complying with the Bank Secrecy Act and related laws and regulations, we may ask you for specific information regarding the nature of anticipated activity, as well as certain other financial transactions. This information may include the purpose of the transactions, the relationship you have with the payees or remitters, the anticipated frequency of similar transactions, the source of funds, the ultimate beneficiary of funds, and other questions that may help to clarify the origin 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 2 3 UBC2868_84453_1111_SmallBiz_AllAbout_Fa.indd 2-3

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) 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, as well as to understand the anticipated activity of the account(s). 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. Death or Incompetence If a depositor/participant dies or is declared incompetent by a court, the Bank must be notified in writing immediately. We are not responsible for any beneficiary reporting until we are given written notice of the death of a depositor/ participant either by the employer, by the depositor s/participant s beneficiary, or by the personal representative of the depositor s/participant s estate. Definition of Terms In this booklet, where the word cash is used, it also includes check, draft, wire, and item. Also, the words we, our, us, Bank, Trustee, and Custodian refer to Union Bank, and the words you, your, depositor, and participant refer to the owner of the account. See the UnionBanc Investment Services Agreement contained in this booklet for terms relevant to that Agreement. Deposits We may accept a deposit to your account from any source without questioning the authority of the source to make such deposit. Fees The Bank charges an annual custodial fee for maintaining your Small Business Retirement Plan. This fee, and all other fees and commissions applicable to your Small Business Retirement Plan that are not described in this disclosure, are described in our separate Union Bank brochure Individual Retirement Accounts and Small Business Retirement Plans Services and Fee Schedule including Coverdell Education Savings Accounts or the UnionBanc Investment Services Standard Fee and Commission Schedule. You authorize us to charge your IRA for any expenses we or our affiliates may incur as a result of administering your Small Business Retirement Plan. 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 statement 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 30 days prior to the date the change will become effective. Union Bank reserves the right to change any of the charges, processes, and procedures described in this booklet at anytime. Headings Headings are for convenience only and are not part of the terms of this Agreement. Heroes Earnings Assistance and Relief Tax (HEART) Act of 2008 The Heart Act, signed into law in June 2008, made permanent certain provisions of the Pension Protection Act (PPA) of 2006 for military personnel. The law specifically offers tax-related benefits to employersponsored retirement plans, IRAs, and Coverdell Education Savings Accounts (ESAs). For more information, see your tax advisor or refer to Pension Protection Act of 2006 (PL 109-280) online at www.irs.gov. Legal Process We must comply with any notice of attachment, execution, garnishment, tax levy, injunction, restraining order, subpoena, warrant, qualified domestic relations order, or other legal process we believe to be valid and applies to the account. We may charge for handling such legal process, even if the legal process is later released. We may charge our normal rates for research and copies if we are not able to charge the party serving the legal process. The account owner agrees that we will not be liable for acting upon legal process served by mail, facsimile transmission, or at another of our banking offices, even if the law requires personal delivery at the office where the account is maintained. Funds we impound in response to legal process may not earn interest. We will try to notify the account owner of our receipt of legal process affecting the account in time to take any action necessary, unless we are legally prohibited from doing so, or unless the legal process is a Federal Grand Jury Subpoena. Non-Personal Transaction or Instruction Requests 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 another means to authenticate your identity and validate your request. Unless you have made special arrangements with us, we have no obligation to act upon instructions you give us via facsimile transmission, text message, or email, or leave by voicemail or on a telephone answering machine. Notice of Withdrawal Federal regulations require the Bank to reserve the right to require seven days written notice for any withdrawal from a retirement account. Opening Additional Accounts The Bank may, at its option, open additional deposit accounts for your SEP and SIMPLE Plans based on your telephone or written instructions. Certain instructions received by email may not be executed and may require additional written or telephone contact to ensure authenticity. 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 If you appoint a person to act for you by use of 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. Record Search Copies of checks, statements, or other information may be requested from our records. Copies will be provided for a fee, and are usually available in a few days, depending on the volume and dates of the items requested. We may also charge for research time. Returned Items A check or other item 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 the account, along with any accrued or paid interest, whether or not we can return it to the account owner. 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 the account owner 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 the account owner a photocopy or other image of a returned check or other returned item, in lieu of the original, whether it is charged back to the account or automatically presented again, and whether or not the original item is available. We may charge the 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 the account owner or in returning the unpaid check or other item (or photocopy or other image thereof). If we present a returned item again, there is a charge. We may also charge a check back to the account if we receive an affidavit of forged endorsement or alteration, or a similar document, and we have no obligation to investigate the accuracy of such affidavit or similar document. We may not return a check to the account owner if we cannot recover its full amount from the accounts. If a check deposited as an annual contribution to the plan is returned unpaid, the contribution for that year may not be used as a business deduction. The account owner will be considered to have not made any contribution for that year. For SIMPLE and SEP Plans, if the employer contributes a check to the account and it is returned unpaid, the employee may be charged for the amount of the item plus any accrued or paid interest. We will notify the employee and the employer that the check was returned unpaid, and the employee or the employer will be charged for each check that is returned unpaid. If we automatically re-clear the returned check, the employee or the employer may also be charged. We may charge the account for any check returned unpaid even if there is a delay in notifying the employee or the employer, or in returning the unpaid check to the employer. Also, if a check the employer deposits as a contribution is returned unpaid, the employer may not use the contribution as a business deduction. Union Bank subscribes to early warning systems for possible returned checks. When a check is deposited or cashed, it may be automatically validated to determine if there is a possibility of the check being returned from the bank on which it is drawn. This early warning that a check may be returned will be sent to the account owner two to five days earlier than when the actual check is returned. This gives the account owner a better opportunity to make arrangements with the maker of the check to ensure payment. If there is a possibility of the check being returned, we may send the account owner a notice within one or two days of the day the check is deposited or cashed. When this notice is sent, a hold for the amount of the deposited check will be placed on the account. This notice is intended to be a warning for the account owner s use, and does not mean the check will definitely be returned. Telephone Monitoring Supervisory personnel in our client services departments may monitor telephone conversations with individuals to ensure the receipt of 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. Severability If any provision of this disclosure booklet is determined to be void or invalid, the rest of the disclosure booklet will remain in full force and effect. Unlawful Internet Gambling 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 unlawful Internet gambling transactions or any other illegal purposes. Waivers We may delay enforcing our rights under the terms included in this disclosure booklet without losing them. Any waiver by us shall not be deemed a waiver of other rights or of the same right at another time. CONTRIBUTIONS Excess Contributions Should allowable contribution be exceeded during a tax year, the excess amount must be corrected. Non-Deductible Contributions Withdrawn Prior to Tax-Filing Deadline with Extensions: Excess contributions should be corrected in accordance with the Internal Revenue Service s Employee Plans Compliance Resolutions Systems program. Until such correction is made, a 10% excise tax on nondeductible contributions may apply. Regular Automatic Deposits If regular automatic deposits have been arranged, Union Bank applies them to the tax year in which they are actually made. For example, for a contribution to be reported for tax year 2011, it must be deposited no later than December 31, 2011. CUSTODIAL/TRUSTEE FEES The Bank charges an annual custodial fee for maintaining the SIMPLE (Savings Incentive Match Plan for Employees) Plans and SEP (Simplified Employee Pension) Plans. These fees are charged for each plan that is opened any time during the calendar year. Except as described below, the full amount of the custodial/ trustee fee will be assessed without regard to the month in which the plan is opened or closed. New plans opened after the fee assessment date will be subject to the custodial/trustee fee beginning the calendar year after the year in which the plan is opened. The annual custodial fee for a SIMPLE Plan or SEP Plan will be waived if: The account owner has a combined fair market value of at least $25,000 in all of his or her Union Bank and UnionBanc Investment Services SIMPLE IRA and SEP IRA Plans on December 31 of the calendar year for which the annual custodial fee is being charged; or The account owner makes a minimum contribution of $4,000 across one or more of his or her Union Bank and UnionBanc Investment Services SIMPLE IRA and SEP IRA Plans by December 31 of the prior year; or The account owner is 70 1 / 2 years of age or older during the prior year (qualification based upon being at least age 70 by June 30 of the prior year). You may prepay your annual custodial/trustee fee by mailing your payment to our Retirement Plan Center: P.O. Box 60319, Los Angeles, CA 90060-0319. Payments must be received prior to January 15 to be credited for the current (calendar) year s custodial/trustee fee. Prepayment must be made for the full amount of the annual fee. Partial payments will not be accepted. In the event that you do not remit your annual fee payment prior to on or about January 15, the fee will be assessed on or about February 15. If you close your retirement plan prior to the fee assessment date, we will deduct the fee when you close it. The fee may be collected from your IRA or Small Business Retirement Plan any time after the fee assessment date. If your account balance is equal to or below the annual custodial/trustee fee amount, we will deduct the full amount available and close your account. If we debit your retirement plan, we will do so from an account as specified below: If you have FDIC-insured deposits only and have a Union Bank MoneyMarket Savings retirement account, we will deduct the fee from that account. If you do not have enough funds in a Union Bank MoneyMarket Savings retirement account, or do not have a Union Bank MoneyMarket Savings retirement account, we will deduct the fee from either your Union Bank Variable Rate Time Deposit or Fixed Rate Time Deposit retirement account, whichever has the lowest interest rate and enough funds to cover the total fee. If you have a UnionBanc Investment Services brokerage IRA, SEP IRA, or a SIMPLE IRA, your core Bank Deposit Sweep 3 will be debited to cover the fee. 4 5 UBC2868_84453_1111_SmallBiz_AllAbout_Fa.indd 4-5

If your core account investment vehicle is the HighMark California Tax-Free Money Market Fund, 4 it will be debited to cover the fee. If you do not have enough funds in your core account, then UnionBanc Investment Services will sell shares to cover the fee. Standard commissions and brokerage fees will be charged for the transaction. Important Note: Any fees that are paid by debiting your retirement plan will reduce the amount of your retirement assets. If you prepay the annual fee by cash or check, the amount may be eligible for itemization as a deduction on your income tax return. You should consult your tax advisor on all matters regarding deductions and tax treatment of distributions from your retirement plan. The Bank reserves the right to change or modify these fees or any other designated fee (for example, a transfer or termination fee). Participants currently paying fees will continue to pay those fees unless notified otherwise. If we change an existing fee or charge additional fees, the account owner will receive 30 days written notice of any changes, as required by law. Separate fees and commissions will apply to investments made through UnionBanc Investment Services. Refer to the UnionBanc Investment Services Fee and Commission Schedule for details. DISTRIBUTIONS The account owner may not distribute, grant, transfer, or assign any of his or her rights to the account without our prior written consent. Account ownership is not transferable. A distribution is any money or property the account owner withdraws from the account. Money or property withdrawn from the account at any time is subject to taxes and penalties. In general, distributions of contributions, and all earnings on those contributions, will be taxed as ordinary income when received. For the SIMPLE (Savings Incentive Match Plan for Employees) Plan, if employment is terminated with the employer, the account will be treated as a Traditional IRA and the Traditional IRA distribution regulations will apply, subject to the two-year rule. Under the two-year rule, there is an additional tax on early distributions and rollover distributions (or transfers), if they occur during the two-year period following the date on which the employee first participated in the employer s SIMPLE Plan. The additional tax on early distributions is increased from 10% to 25%. Premature Distributions If the account owner withdraws funds from the account before reaching age 59 1 / 2 and does not roll the funds over into another qualified retirement vehicle within 60 days (but does satisfy the two-year rule for the SIMPLE Plan), the withdrawal will, generally, be considered a premature distribution. The amount of a premature distribution is included in the account owner s gross income for the tax year in which it is received. Also, the account owner must pay a 10% additional tax on the premature distribution. Premature distributions must be reported on federal income tax returns. There are exceptions to the penalty tax. No penalty will be imposed on the following premature distributions: To a beneficiary after the account owner s death; After the account owner becomes disabled; Of substantially equal periodic payments (at least annually) for the account owner s single life expectancy or the joint life expectancy of the account owner and their Designated Beneficiary. However, the account owner must continue to receive the periodic payments for the longer of five years or until he or she is 59 1 / 2. If the account owner stops receiving periodic payments prior to the time that applies, all of the distributions received will be subject to a 10% early distribution tax, plus interest, in the year the account owner stops receiving the distribution; For medical expenses exceeding 7.5% of the account owner s Adjusted Gross Income; For the purchase of health insurance if the account owner has been receiving unemployment compensation for more than 12 weeks. The amount withdrawn may not exceed the amount paid for insurance protection. If the account owner is self-employed, he or she qualifies for the early distribution penalty exception to the extent he or she would receive unemployment compensation, but for the fact that he or she is self-employed; To pay qualified higher education expenses for the account owner, his or her spouse, the account owner s children or grandchildren, or the children or grandchildren of his or her spouse; or To a qualified first-time home buyer for the purchase of a principal residence. In order to be considered a first-time home buyer, the account owner (and his or her spouse if married) must not have had an ownership interest in a principal residence during a two-year period ending the date that the new home is acquired. In addition, no tax penalty will be imposed on a transfer for a former spouse or children under a qualified court order relating to divorce so long as such amount is transferred to another IRA or qualified plan. Qualified First-Time Home Buyer Distributions Distributions of this sort are withdrawals for up to $10,000 during the account owner s lifetime that are used within 120 days of withdrawal to buy, build, or rebuild a first home that will be the principal residence for the account owner, his or her spouse, any child, grandchild, or ancestor of the account owner or his or her spouse. Note: If there is a delay or cancellation of the purchase or construction of the first home, the amount of the distribution may be contributed back into a retirement account within 120 days of receipt. Normal Distributions When a normal distribution event occurs, the funds or property that are distributed from the account are subject to ordinary income tax in the year of distribution. However, these distributions are not subject to federal or state premature distribution penalties. Normal distribution events are: When the account owner reaches 59 1 / 2; or When the account owner becomes disabled as defined in IRC Section 72(m). Under IRC Section 72(m)(7), the person must provide written proof that he or she is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment that can be expected to result in death or to be of long continued and indefinite duration. Mandatory Distributions A withdrawal must be made from the account during the year in which the account owner reached age 70 1 / 2 and every year thereafter. The account owner s 70 1 / 2 year is the calendar year that contains the date six months after a 70th birthday. Generally, an amount at least equal to the minimum distribution must be withdrawn by December 31 of each year. However, during the account owner s 70 1 / 2 year, he or she may wait to withdraw the minimum distribution until April 1 of the following year or the Required Beginning Date. This means that if the account owner waits to make a withdrawal for the 70 1 / 2 year until April 1 of the following year, his or her total withdrawal in that year must equal the minimum distributions for two years (a withdrawal by April 1 and a second withdrawal by December 31). You will be subject to a 50% excise tax on the amount by which a distribution you receive in any year is less than the minimum distribution required for the year. Required Minimum Distributions (RMD) At the Required Beginning Date, April of the year after the year in which the account owner reaches age 70 1 / 2, the account owner is no longer required to elect a distribution calculation method (i.e., recalculation or non-recalculation method), nor must a joint or single life expectancy be chosen. RMD can be determined by the Uniform Distribution Table, which uses the account owner s age on his or her birthday in the distribution year and the factor corresponding to such age on the table. However, if the account owner s spouse is more than ten years younger than the account owner and is the sole beneficiary, then the RMD is determined using the joint life expectancy tables with both the attained ages, instead of the Uniform Distribution Table (as provided by the Internal Revenue Service). The bank is required to do one of the following: Provide the account owner with a statement reflecting the amount of the RMD for the calendar year and the date by which the RMD must be distributed; or Inform the account owner that an RMD for the calendar year with respect to his or her account is required and date by which the amount must be distributed, AND upon request, calculate and report the amount of the RMD for that calendar year. If the account owner dies before the Required Beginning Date and his or her spouse is the sole primary beneficiary for the entire year, his or her spouse may treat the account as his or her own, roll the account into a retirement account in his or her name, delay distributions until the year in which the account owner would have reached age 70 1 / 2, or use the attained age method. If the spouse is not the sole beneficiary and there are other named beneficiaries of the account, the spouse will be treated as a non-spouse for calculation and distribution purposes and may not do any of the above. In the event the account owner dies after the Required Beginning Date, and his or her spouse is the sole primary beneficiary, the spouse may treat the account as his or her own, roll the account into an IRA in his or her name, or apply a single life expectancy factor under the attained age method. A non-spouse beneficiary must calculate required distributions by using the single life expectancy of the beneficiary with the shortest life expectancy. If the non-spouse beneficiary is not an individual or a qualified trust, the single life expectancy factor will be calculated based on the account owner s age, determined in the year of the account owner s death, and reduced by one (1) for each subsequent year. Amounts are calculated without reference to any beneficiary no longer having an interest in the account on December 31 of the year following the account owner s death. At Death Distributions We are not responsible for any beneficiary reporting until we are given written notice of the account owner s death either by the beneficiary or the Personal Representative of the estate. We may also freeze, refuse, and/or reverse deposits and transactions if we become aware of the death or incompetence. Upon death, the account assets go to the beneficiary(ies) designated. The account owner s age at the time of death directly affects the distribution options available to the beneficiary(ies). Your beneficiary will be subject to a 50% excise tax on the amount by which a distribution received by the beneficiary in any year is less than the minimum distribution required for the year. The beneficiary s options are as follows: Death on or After the Required Beginning Date: If the account owner dies on or after the Required Beginning Date (April 1 following the year in which he or she turns age 70 1 / 2), the beneficiary(ies) has the option of taking a full distribution of the inherited account assets. This distribution will be includable in the beneficiary s taxable income for the year distributed, but the beneficiary will not be subject to an early distribution penalty, as death is an exception to this penalty. If not taking a full distribution, there are minimum distribution requirements that apply to the beneficiary(ies), which depend upon whether or not the beneficiary is a spouse. If your Designated Beneficiary is not your spouse, the distribution period is the longer of (i) the Designated Beneficiary s life expectancy using his or her attained age in the year immediately following the year of death or (ii) your remaining life expectancy using your age in the year of death, in either case, reduced by one for each subsequent year. If your spouse is the sole Designated Beneficiary, then the distribution period is longer of (i) the life expectancy of the surviving spouse using his or her attained age in the year immediately following the year of death, or (ii) your remaining life expectancy using your age in the year of death, in either case, reduced by one for each subsequent year. If no Designated Beneficiary remains or an entity such as an estate, non-qualified trust, or charity is the beneficiary as of the end of the year following the account owner s death, then distributions are based on the account owner s life expectancy in the year of death, reduced by one (1) for each subsequent year. Death Prior to the Required Beginning Date: If the account owner dies prior to the Required Beginning Date, the entire balance must be distributed to the beneficiary(ies) by December 31 of the fifth year after the account owner s death, except in the following circumstances: If the beneficiary(ies) is a person other than a spouse, or the spouse is not the sole beneficiary, the beneficiary(ies) may choose to receive periodic payments, but payments must begin by December 31 of the year following the account owner s death and must be distributed in substantially equal installments over a period no longer than the single life expectancy of the oldest beneficiary; or If the sole beneficiary is a spouse, the spouse may assume the account as his or her own or receive substantially equal payments over his or her single life expectancy beginning no later than December 31 of the year following the account owner s death or in which the account owner would have reached age 70 1 / 2. Spousal Assumption: Without regard to when the account owner dies, if the beneficiary is a spouse, he or she may either elect to take distribution from the account under one of the beneficiary options outlined or he or she may elect to treat the account as his or her own retirement account. If the spouse elects to treat the account as his or her own, he or she will roll over or transfer the funds from the account into a retirement account in his or her own name. A non-spouse beneficiary or a spouse beneficiary who is not the sole beneficiary may not treat the account as his or her own. Withholding Rules on Distributions The Bank, as Custodian, must withhold income tax from account distributions unless the account owner has elected otherwise. The amount of tax withheld is generally 10% of each distribution for federal income tax, 1% for California state income tax, and 8% for Oregon state income tax. Each time a withdrawal is made, the account owner must indicate on the Distribution Request form if he or she wishes to have income tax withheld. If the account owner is receiving regularly scheduled distributions, the decision on whether to have tax withheld remains in effect until changed. This election may be changed at any time. As a United States citizen or resident alien, if the account owner s home address is in a foreign country or we do not have the residence address, and distributions are received, we will automatically withhold 10% on these payments. If the account owner is a non-resident alien and receives distributions in a foreign country, he or she may be subject to a 30% withholding requirement or other applicable rate as specified under a tax treaty. INACTIVE ACCOUNTS As applies to the SIMPLE and SEP Plans, in the year the account owner becomes 70 1 / 2 years of age, we will contact the account owner regarding mandatory distribution. The funds held in his or her account will be classified as inactive if the account owner does not respond by requesting a distribution or any transactions. The inactive period begins on April 1 of the year following the year in which the account owner reaches age 70 1 / 2. When an interestearning account is classified as inactive, it continues to earn interest. We will turn over the funds in the inactive account to the appropriate state agency of the account owner s last known address on file at the Bank, if none of the following is done for the appropriate escheatment time period for that state (for example, three years in California or five years in Washington and Oregon): Increase or decrease the amount in the account (this does not include Bank-initiated transactions, such as service charges and interest payments); Correspond in writing with us concerning the account; or Otherwise indicate an interest in the account (for example, by a letter or other record on file with us). Written notices may be sent to notify the account owner that the funds may be turned over to the state. 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. A notification fee may be charged. The account owner may reclaim account funds that are turned over to the state by presenting adequate proof of ownership to the appropriate state. Accounts with foreign addresses will be turned over to the state where the account is domiciled. 6 7 UBC2868_84453_1111_SmallBiz_AllAbout_Fa.indd 6-7

INFORMATION SERVICES Questions should be addressed with your own legal counsel or tax advisor. Internal Revenue Service (IRS) Publication 590 Individual Retirement Arrangements, and Publication 560 Retirement Plans for Small Business (SEP, SIMPLE and Qualified Plans) may also be helpful in answering questions and identifying various options available. These publications are available from a local IRS office, from the IRS website at www.irs.gov, or by calling 1-800-TAX-FORM. Further information may also be obtained from Union Bank s Retirement Plan Center at 1-800-304-3854. Important Notice: Union Bank is not responsible for determining or maintaining records regarding eligibility for tax benefits. As many of the rules for retirement accounts have been revised, a qualified tax professional should be contacted before opening a retirement account, or when selecting a beneficiary or distribution option. INVESTMENT OPTIONS Retirement plans are not restricted to one type of investment. Union Bank offers a variety of FDIC-insured bank deposit accounts to match your retirement needs. In addition, UnionBanc Investment Services, a registered broker-dealer, investment advisor, member FINRA/SIPC, and subsidiary of Union Bank, N.A., offers Brokerage IRAs. You can invest in a variety of products, including mutual funds, stocks, bonds, and other securities. FDIC Insurance On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law which permanently raised the Standard Maximum Deposit Insurance Amount (SMDIA) to $250,000 per depositor, per insured depository institution for each account ownership category. For more information on FDIC SMDIA, please reference the FDIC s website at www.fdic.gov or by phone at 1-877-ASK-FDIC (1-877-275-3342). Any deposits (including certificates of deposit) that you maintain in the same capacity directly with Union Bank or through an intermediary (such as with us or another broker), will be aggregated with deposits in your Deposit Accounts at Union Bank for purposes of the Maximum Applicable FDIC Deposit Insurance Amount. You are responsible for monitoring the total amount of deposits that you have with Union Bank in order to determine the extent of FDIC deposit insurance coverage available to you. Bank Fixed Rate and Variable Rate Accounts MoneyMarket Savings Account The MoneyMarket Savings Account is a deposit account that has tiered interest rates and no term. It is not subject to the Bank s Early Withdrawal Fee or Compensating Fee. A minimum of $100 must be contributed to open this account. However, if a MoneyMarket Savings Account is opened for a Direct Rollover contribution or trustee transfer of funds, the $100 opening contribution is not required. Each additional electronic contribution must be at least $10, and each additional non-electronic contribution must be at least $25 for a Bank IRA and $100 for a Brokerage IRA. Interest: The interest rate on the MoneyMarket Savings Account is based on market conditions and the daily collected balance, and is set at our discretion. We use the daily balance method to calculate the interest on the 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 cash or 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 business 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 and cash and electronic deposits are deposited and earn interest from the business day of deposit. (A deposited check results in a ledger, but uncollected, balance on the business day of deposit.) Interest for the account is compounded daily using a 365-day year (366 days each leap year), and credited to the account on the last business day of the month or quarter. However, no interest accrues unless the principal balance in the account is sufficient to earn at least 1 per day at the daily periodic rate in effect. If the account is closed, the interest accrued will be paid to the closing date. There are different interest rates and Annual Percentage Yields (APY) based on different balance ranges. The interest rate and APY may change as often as daily. Each day the collected balance will fall within one of the balance range tiers listed below. The interest rate and APY for that particular balance range apply to the entire collected balance in the account that day. Limitations: Federal regulations limit transfers to pay for investments made through UnionBanc Investment Services from a MoneyMarket Savings Account to a combined maximum of six per monthly statement period. Each time a transfer is paid against the account in excess of those allowed by federal regulations, an excess transfer charge will be assessed. If transfer limits set by federal regulations are exceeded, we will notify the account owner in writing. If these limits continue to be exceeded, we are required to convert the account to one not subject to transfer limits. If we plan to convert the account, we will notify the account owner at least 30 days in advance. If the account owner chooses to self-direct the account assets, a MoneyMarket Savings Account will act as a clearing account for all contributions, transfers, and distributions (all cash will be deposited into this account). If the intention is to trade more than six times a month through the Self-Directed Brokerage IRA or Plan account, the money market mutual fund sweep arrangement should be used, rather than a MoneyMarket Savings Account to pay for investments. It will be the account owner s responsibility to instruct UnionBanc Investment Services how funds held in the MoneyMarket Savings Account are to be invested. Time Deposit Accounts Investments may be made in a Variable Rate Time Deposit, Fixed Rate Time Deposit Account, a Bonus Rate Rollover, or a Promotional Rate Time Deposit (for rollover retirement plans only). We use the daily balance method to calculate the interest on time deposit accounts. This method applies a daily periodic rate to the principal in the account each day. Interest begins to accrue on the business day in which a deposit of cash or non-cash items (for example, checks) is made to the time deposit account. Interest is compounded daily, except on time deposits of $1,000,000 or more, which is simple interest. Interest is paid to the account on the last business day of the month or calendar quarter. The interest rate, APY, and maturity date for the account are shown on the Time Deposit Account Receipt. The APY for the account assumes interest will remain on deposit until maturity. The APY means 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. Withdrawing interest before maturity will reduce earnings. Time deposit accounts are non-negotiable. When investing in a time deposit account, the account owner agrees to keep the principal on deposit with us for the entire term selected. If all or a portion of the principal is withdrawn prior to the maturity date, 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. However, any portion of a time deposit withdrawn due to the death or legal incompetence of the account owner is not subject to an Early Withdrawal Fee or Compensating Fee. The APY for the account assumes interest will remain on deposit until maturity. Time deposit accounts are renewed automatically 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 ten (10) calendar days after that date. If funds are withdrawn during the ten-day grace period, the account will not earn interest after the maturity date. However, if the account is automatically renewed, it will earn interest during the grace period and will continue to earn interest until the next maturity date. This also applies to any subsequent maturity date. We will notify the account owner in writing before the original 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 written notice of our intention to do so. From time to time, Union Bank may make special offers with more favorable interest rates and/or terms for its Variable Rate, Fixed Rate, and Bonus Rate Rollover Time Deposits, subject to your purchasing and/or maintaining other banking products or services. Variable Rate Time Deposits Retirement Income CD The Retirement Income CD is a Variable Rate Time Deposit with a 12-month term. Additional contributions may be made to your account. You must be age 59 1 / 2 or older to open an account. You must contribute a minimum of $25,000 to open this account. Each additional electronic contribution must be at least $10 and each additional non-electronic contribution must be at least $25. Withdrawals from this account are allowed at any time without a Union Bank withdrawal fee. Your Retirement Income CD will not be subject to the annual Custodial Fee, but is subject to other fees shown in the separate Union Bank brochure Individual Retirement Accounts and Small Business Retirement Plans Services and Fee Schedule including Coverdell Education Savings Accounts. The index for this time deposit is the U.S. Treasury One-Month Constant Maturity Bills, less 0.75%, will not be less than that rate, is reset monthly, and is set at our discretion. (This index can be accessed through the Federal Reserve Statistical Release at http://www.federalreserve.gov/ Releases/H15/update.) 18-Month Variable Rate Time Deposit A deposit account with an 18-month term. The interest rate on the 18-Month Variable Rate Time Deposit is indexed to the U.S. Treasury One-Month Constant Maturity Bills, less 0.85%, will not be less than that rate, is reset monthly, and is set at our discretion. (This index can be accessed through the Federal Reserve Statistical Release at http://www.federalreserve.gov/releases/h15/update.) You must contribute a minimum of $500 to open this time deposit. Additional contributions may be made to your time deposit. Each additional electronic contribution must be at least $10 and each additional non-electronic contribution must be at least $25. Your 18-Month Variable Rate Time Deposit is subject to fees shown in the separate Union Bank brochure Individual Retirement Accounts and Small Business Retirement Plans Services and Fee Schedule including Coverdell Education Savings Accounts. When you open an 18-Month Variable Rate Time Deposit account, you agree to keep the principal in the account on deposit with us for the entire term. You may not make withdrawals from the 18-Month Variable Rate Time Deposit account until the maturity date without incurring the applicable early withdrawal penalty. Additional Information About Your Variable Rate Time Deposit Account The interest rate and Annual Percentage Yield for your Variable Rate Time Deposit account are shown on your Time Deposit Account Receipt, which is part of this Agreement. This interest rate will remain in effect until the first business day of the next calendar month. We may change the interest rate on a Variable Rate Time Deposit account monthly, effective on the first business day of the month. The maturity date for your Variable Rate Time Deposit is shown on your Time Deposit Account Receipt. The Annual Percentage Yield for your account assumes interest will remain on deposit until maturity. Withdrawing interest before maturity will reduce earnings. Time deposit accounts are non-negotiable. We use the daily balance method to calculate the interest on your Variable Rate Time Deposit account. This method applies a daily periodic rate to the principal in the account each day. Interest begins to accrue on the business day you make a deposit of cash or non-cash items (for example, checks) to your Variable Rate Time Deposit. Interest is compounded daily, except on time deposits of $1,000,000 or more, which is simple interest. You may choose to have interest paid to your account on the last business day of the month or calendar quarter. Automatic renewal provisions, Early Withdrawal Fees and Compensating Fees, and grace periods apply to your Variable Rate Time Deposit account and are discussed below in the General Information About Variable Rate, Fixed Rate, and Bonus Rate Rollover Time Deposits section of this document. Fixed Rate Time Deposits The terms for Fixed Rate Time Deposits are 90 days to 120 months. You must contribute a minimum of $350 to open this account. After the account is opened, you may not make additional contributions into or withdrawals from the account until the maturity date. Your Fixed Rate Time Deposit is subject to the fees shown in the separate Union Bank brochure Individual Retirement Accounts and Small Business Retirement Plans Services and Fee Schedule including Coverdell Education Savings Account Services and Fee Schedule and the General Information About Variable Rate, Fixed Rate, and Bonus Rate Rollover Time Deposits section of this Agreement. Bonus Rate Rollover Time Deposit The Bonus Rate Rollover is a Fixed Rate Time Deposit account with a term of 36 to 120 months, which is available for a qualifying new deposit. The term you choose determines how many months your account will initially earn interest at the bonus rate, which is 1 / 4% above the rate that applies for the remaining portion of the term. You must contribute a minimum of $25,000 to open this account and the entire amount must be a new deposit with Union Bank. After the account is opened, you may not make additional contributions into or withdrawals from the account until the maturity date. Your Bonus Rate Rollover Time Deposit is subject to the fees shown in the separate Union Bank brochure Individual Retirement Accounts and Small Business Retirement Plans Services and Fee Schedule including Coverdell Education Savings Accounts. Interest The interest rate on your Bonus Rate Rollover Time Deposit account is subject to market conditions and your account s balance and term, and is set at our discretion. The initial interest rate and Annual Percentage Yield for your account are shown on your Time Deposit Account Receipt, which is part of this Agreement. If your account has a term of 36 to 59 months, you will be paid the initial bonus rate for the first 12 months of your account s term. If your account has a term of 60 to 120 months, you will be paid the initial bonus rate for the first 24 months of your account s term. After 12 or 24 months at the initial bonus rate, the interest rate will be the rate shown on the supplement to the Time Deposit Account Receipt. The Annual Percentage Yield for your account is shown on the Time Deposit Account Receipt. The interest rates and Annual Percentage Yield described above are fixed during the term of your deposit, but are subject to change with each renewal. The bonus rate does not apply to renewals. We use the daily balance method to calculate the interest on your Bonus Rate Rollover Time Deposit account. This method applies a daily periodic rate to the principal in the account each day. Interest begins to accrue on the business day you make a deposit of cash or non-cash items (for example, checks). Interest is compounded daily and is paid to your account on the last business day of the calendar quarter. The maturity date for your Bonus Rate Rollover Time Deposit is shown on your Time Deposit Account Receipt. When you open this account, you agree to keep the principal in the account on deposit with us for the entire term. The Annual Percentage Yield for your account assumes interest will remain on deposit until maturity. Withdrawing interest before maturity will reduce earnings. Time deposit accounts are non-negotiable. Automatic renewal provisions, Early Withdrawal Fees and Compensating Fees, and grace periods apply to your Bonus Rate Rollover Time Deposit account and 8 9 UBC2868_84453_1111_SmallBiz_AllAbout_Fa.indd 8-9

are discussed below in General Information About Variable Rate, Fixed Rate, and Bonus Rate Rollover Time Deposits. General Information About Variable Rate, Fixed Rate, and Bonus Rate Rollover Time Deposits Annual Percentage Yield Annual Percentage Yield means the total amount of interest paid on an account based on the interest rate and the frequency of compounding for a 365-day period (366 days in a leap year), and is expressed as a percent. We pay 1 365th of the annual rate of interest, 365 days a year (366 days in a leap year). Renewal Provision Variable Rate, Fixed Rate, and Bonus Rate Rollover Time Deposits renew automatically for the same term and at the interest rate in effect on the account s maturity date, unless the funds are withdrawn on the maturity date or within ten days after that date. We will notify you in writing before the original and all subsequent maturity dates. If you withdraw your funds during the ten-day grace period, your account will not earn interest after the maturity date. However, if you let your account automatically renew, it will earn interest during the grace period and will continue to earn interest until the next maturity date. We reserve the right to close any Variable Rate or Fixed Rate 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 Variable Rate, Fixed Rate, or Bonus Rate Rollover Time Deposits, you agree to keep the principal on deposit with us for the term you have selected. If you withdraw all or a portion of the principal prior to the maturity date, we may assess an Early Withdrawal Fee or Compensating Fee. It may be necessary to deduct all or a portion of the fee from the principal amount of the account. Exempt Withdrawals Certain withdrawals are exempt from our Early Withdrawal Fee or Compensating Fee. Withdrawals are exempt if they are: Made from a Retirement Income CD Account (12-Month Variable Time Deposit) Made after you have reached 70 1 / 2 Made after you have reached 59 1 / 2 and are part of a prearranged schedule of systematic payments made at least annually Made after you have reached 59 1 / 2 and the funds are transferred to another Union Bank Retirement Time Deposit (IRA), and the funds are transferred no more than once within a 12-month period Fully or partially made from an IRA account due to death, disability, or legal incompetence of the owner The fee for withdrawing funds before the account s maturity date is the greater of the Early Withdrawal Fee or the Compensating Fee. Early Withdrawal Fee The Bank s Early Withdrawal Fee will be assessed as follows: For time deposits with terms of 91 days or less, 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 greater 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 applies to all of the Bank s time deposit accounts and is designed to protect the Bank during periods of rising interest rates. 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 account on the amount of the principal sum being withdrawn, 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 account at the interest rate equal to the rate differential determined above. Promotional Rate Time Deposits 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 always 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, term, and your continuing to maintain a Union Bank checking account. 5 BROKERAGE IRAs AND PLANS You may also choose to have a UnionBanc Investment Services Brokerage IRA or Plan. With a Brokerage IRA or Plan, you may direct your retirement money into a variety of investments, including mutual funds, stocks, bonds, and other securities. Securities available through UnionBanc Investment Services, LLC (with the exception of deposit sweep balances), Are NOT Bank deposits Are NOT obligations of, or guaranteed by, UnionBanc Investment Services, LLC, any bank, or any subsidiary or affiliate thereof: Are NOT insured or guaranteed by the FDIC or, unless they are government securities, by any other government agency; Involve investment risk, including the possible loss of principal. If you choose a Brokerage IRA or Plan, you will establish an account with UnionBanc Investment Services and select either the Bank Deposit Sweep Program or HighMark California Tax-Free Money Market Fund as the core account investment vehicle 3,4 through which all contributions, investments, and distributions will be transacted. Brokerage IRA or Plan Fees For information regarding fees that may apply to your Brokerage IRA, refer to the UnionBanc Investment Services Standard Fee and Commission Schedule. Please read the prospectus for any applicable mutual fund fees. Union Bank s custodian fee will be charged in accordance with its standard schedule for the Union Bank IRA. See Individual Retirement Accounts and Small Business Retirement Plans Services and Fee Schedule including Coverdell Education Savings Accounts for more information. Union Bank fees and UnionBanc Investment Services fees and commissions are subject to change. Core Account Investment Vehicle UnionBanc Investment Services provides customers the opportunity to earn income on uninvested cash in their brokerage account through the Bank Deposit Sweep Program 3 or the HighMark California Tax-Free Money Market Fund 4 sweep option. The Deposit Sweep Option is the default Core Account Investment Vehicle for most types of UnionBanc Investment Services accounts, based on the type and nature of the account ownership. When the option you choose for your Core Account Investment Vehicle is the Bank Deposit Sweep Program, cash balances (or free credit balances) are automatically swept into an interest-bearing deposit account at Union Bank, N.A. Please refer to the Bank Deposit Sweep Program disclosure document for that product s specific product features. For the HighMark California Tax-Free Money Market Fund, carefully consider the investment objectives, risks, and charges and expenses before investing in a mutual fund. A prospectus, which contains this and other important information, may be obtained from a UnionBanc Investment Services Financial Advisor or by calling 1-800-634-1100. Please be sure to read the prospectus carefully before investing. Mutual Fund Disclosure Statement The Bank or its affiliates may enter into contracts with a variety of unaffiliated mutual funds that are offered in the Bank s products. The Bank or its affiliates will perform a variety of administrative or transfer-agencyrelated services for these funds. Pursuant to the provisions of the respective funds sub-transfer agency, shareholder servicing, or recordkeeping agreements or the funds 12b-1 plans, and for the services provided, the Bank or its affiliates will be paid fees. Investors should consider the investment objectives, risks, charges and expenses carefully before investing. You may obtain a prospectus, which contains this and other information about the funds, by calling 800-634-1100. Please read the fund prospectus carefully for details on fees, charges, and expenses. Consent to the Use of Proprietary Mutual Funds Applicable fiduciary laws and regulations, including the Employee Retirement Income Security Act of 1974 (ERISA), as amended, require full disclosure of relevant fee information so that an independent fiduciary may monitor the reasonableness of the total fees being received by the Bank for its services. Please read the fund prospectus carefully for details on fees, charges, and expenses. When you sign the Adoption Agreement to open a UnionBanc Investment Services Small Business Retirement Plan (SIMPLE IRA and SEP IRA Plans), you acknowledge receipt of the prospectuses of the HighMark Funds. You also acknowledge that you have been offered a copy of Prohibited Transaction Exemption 94-86, the exemption the Bank relies on while investing assets of the account in proprietary mutual funds. You further acknowledge that you have read the information set forth on this disclosure and hereby authorize the investment of the assets in any portfolio of the HighMark Funds. You also approve HighMark Capital Management, Inc. or the Bank to receive fees in accordance with the information set forth above, in the fund prospectuses, and in your account fee schedule. 4 Market-Linked Certificate of Deposit (MLCD) The Bank may issue a market-linked Certificate of Deposit (CD) that is only made available through brokerage accounts from UnionBanc Investment Services. A market-linked CD is an FDIC-insured certificate of deposit with the return tied to the performance of an underlying investment benchmark. The terms of these CDs will vary from one issue to the next. As with any investment (CD), potential investors should understand its terms and read the applicable disclosure statement, which includes features, risks, and fees. A market-linked CD may restrict redemptions or withdrawals prior to maturity. Customers who are over or approaching age 70 1 / 2 should maintain sufficient liquidity in other investments to satisfy required minimum distributions. Investment Guidelines All contributions made to a Brokerage IRA or Plan must be invested in permissible investments as permitted by Union Bank or our affiliates. In general, there are certain types of investments that the Trustee/Custodian would normally find acceptable for Brokerage IRAs and Plans. These are as follows: Bonds, notes, and bills of the United States government or agencies of the government, or securities guaranteed by the United States government provided they are not tax exempt. Debt obligations of domestic (United States) corporations, or certificates of deposit and other deposit accounts of major domestic commercial banks or major domestic savings and loan associations. Publicly traded common stocks of domestic (United States) corporations, preferred stocks of domestic corporations, or stock of a major domestic bank or insurance company. Registered mutual funds (Qualified Retirement Plans only) that have been in operation for at least five years and have total assets in excess of $50 million, or a fund that is one of a group of funds that meets these requirements. All HighMark Funds except those that are tax exempt. American Depository Receipts (ADRs) if listed on any U.S. exchange (i.e., if it has a CUSIP number). In general, there are certain types of investments that the Trustee/ Custodian normally finds unacceptable. These are as follows: Investments that constitute prohibited transactions as defined under Section 408(a) or 4975 of the Internal Revenue (IRS) Code. Loans to the Grantor or to related family members. Second trust deed notes or unsecured loans. Unregistered, closely held securities such as private or non-public issues. Non-income-producing assets such as unimproved real property, gold, silver, and/or precious gems. Any investment that is not readily marketable or that may require physical safekeeping, such as certain coins defined in Section 408(m)(3) of the IRS Code, and Series EE Bonds. Purchase of personal property or leases on personal property. Purchase of any asset where the Trustee/Custodian would become a borrower. Hedge funds, options (except for covered call writing), margin trading, or other leveraging transactions. Original issues, common or preferred stocks, or entities going public for the first time (Qualified Retirement Plans only). Any investment other than savings deposits at Union Bank, that cannot be purchased through UnionBanc Investment Services. Expected Returns When the account is invested in a UnionBanc Investment Services Brokerage IRA or Plan and contains investments, including, but not limited to, securities, bonds, and other uninsured investments, it is impossible to predict what the projected growth of the account will be. The assets held in the Brokerage IRA or Plan account may fluctuate in accordance with market conditions depending upon the type of investment vehicle utilized, and neither Union Bank nor UnionBanc Investment Services can make a guarantee as to the amount that will be available when the account owner elects to withdraw funds pursuant to the Custodial Agreement. Investments in securities may lose value and are subject to risk of loss of principal, as well as fluctuation of income. PROHIBITED TRANSACTIONS Retirement accounts are exempt from tax unless the account owner has engaged in a prohibited transaction. A prohibited transaction is any improper use of the account. Examples of prohibited transactions with a retirement account include: Borrowing money from the retirement account. Selling property to the retirement account. Receiving unreasonable compensation for managing the retirement account. Using the retirement account as security for a loan. Buying property for personal use (present or future) with funds from the retirement account. Receiving certain bonuses or premiums because of the retirement account. For a SIMPLE IRA Plan or SEP IRA Plan, generally if the account owner or his or her beneficiary(ies) engages in a prohibited transaction in connection with the account at any time during the year, the account stops being a retirement account as of the first day of that year. This means that the account owner or his or her beneficiary(ies) must include the fair market value of all of the account assets in his or her gross income for that year. The account owner may also have to pay the 10% tax on early distributions or a 25% tax if the two-year participation requirement is not satisfied (SIMPLE Plan only). Use of Your IRA for a Loan You should not use any part ofyour IRA account as security for a loan. If you do so, the amount used is considered to be a taxable distribution from your IRA which will also be subject to the 10% early distribution tax unless you are at least age 59 1 / 2 or you qualify for another exception to the tax. 10 11 UBC2868_84453_1111_SmallBiz_AllAbout_Fa.indd 10-11

Estate and Gift Taxes Your IRA account balance is subject to federal estate tax and may be subject to applicable state death taxes. However, if your spouse is your IRA beneficiary, the amount of your IRA account balance will be a deduction on your federal estate tax return. If federal estate tax is paid, an income tax deduction for part of the estate tax paid may be available to your IRA beneficiary. A transfer by you, during your life, to your beneficiary of the right to withdrawals from your IRA may be subject to federal gift tax. You should consult with your tax advisor for additional information on estate and gift taxes. REPORTS As Custodian or Trustee of the account, we provide periodic reports and statements concerning the account activity during the calendar year. If our records indicate we are to hold statements and notices, we may mail them to the last address on file for the account if they are claimed within 60 days. We are not required to send statements for any account that is inactive. We are not responsible for notices, statements, and other documents that are lost, destroyed, or stolen while in the mail or in transit to the account owner or a third party. If two consecutive statements 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. If the statement is late, the account owner agrees to notify us as soon as possible. According to the account owner s instructions, these reports and statements will be mailed to the address on file for the account, or held at the banking office for pickup, as follows: The account owner will be sent a statement twice a year, as of June 30 and December 31. The December 31 statement will reflect all transactions for the year and the year-end fair market value of the account. If a contribution is not made for the prior year between January 1 and April 15 of the next year, the December 31 statement will be the substitute Internal Revenue Service (IRS) Form 5498 IRA Contribution Information. The account owner agrees that he or she is responsible for monitoring and reviewing the activity of the account. The account owner should inspect the statement as soon as it is received and report any irregularities to us immediately. If no irregularities are reported to us within 30 days of the statement mailing date, the statement will be considered correct and we will have no further responsibility or liability to the account owner with respect to the statement. Additionally, if the account owner is over 70 1 / 2 years of age and taking the annual Required Minimum Distribution (RMD), the December 31 statement will include details informing the account owner that he or she may request a calculation of the RMD amount for the next tax year from this account and that his or her status as an over-70 1 / 2-year-old retirement account holder will be reported to the IRS on IRS Form 5498. If the account owner withdraws $10 or more during the year, the distribution is reported on IRS Form 1099 R by January 31 of the following year. A copy is supplied to the IRS and, if applicable, to the state of California or the state of Oregon. IRS Form 5498 IRA Contribution Information is prepared annually for the previous calendar year and mailed to the account owner by May 31 of the following year. This report provides contribution and fair market value information for the account owner, the IRS, and, if applicable, to the state of California or the state of Oregon. Generally, this form will be received only if a contribution is made for the prior year between January 1 and April 15. Otherwise, as stated above, the December 31 account statement will serve as a substitute Form 5498. Any notice the account owner is required to give us by law or as disclosed in this booklet must be mailed or delivered to us during normal banking hours at the office of account or any other address we specify. We will have a reasonable period of time to act upon any notice, order, or instruction given to us. Reporting Requirements for Retirement Account Holders/Employees IRS Form 5329 Additional Taxes on Qualified Plans (Including IRAs) and Other Tax-Favored Accounts must generally be filed if the account owner owed taxes on the following: An early distribution from the account. Excess contributions to the account. The Required Minimum Distribution was not received from the account; and/or The exception to the tax on early distributions is met, but the distribution code is not shown on Form 1099 R, or the distribution code shown is incorrect. In addition, IRS Form 8606 Non-deductible IRAs and Coverdell ESAs must be completed and attached to the tax return, if a non-deductible contribution is made. Custodian Reporting Requirements for SIMPLE IRA Plans Only Annually, the Bank must provide the employer maintaining the plan with a summary description containing the following information: The name and address of the employer and trustee. The requirements for participation eligibility. The benefits provided under the SIMPLE Plan. The time and method of making salary reduction elections. The procedures for, and effect of, withdrawals from the SIMPLE IRA. In addition, the summary description must disclose the procedures for, and effects of, rolling over distributions from the SIMPLE IRA. Employer Reporting Requirements for SIMPLE IRA Plans Only Although no annual reporting to the IRS is currently required from the employer for SIMPLE IRAs, the employer is required to give each employee the following information, immediately before the employee becomes eligible to participate in the SIMPLE plan and annually before the 60-day period preceding each calendar year: Notice of the employee s eligibility to make salary reduction contributions under the SIMPLE Plan. The contribution alternative chosen by the employer. A copy of the summary description by the custodian. ROLLOVERS A rollover is a tax-free distribution to you of cash or other assets from a SEP IRA Plan or SIMPLE IRA Plan that you contribute within 60 days to another qualified retirement plan or IRA. For example, when you change jobs or retire, you may be eligible to distribute your retirement plan assets from your prior employer and open a Rollover IRA. Provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA) allow for increased movement of retirement assets between IRAs and various types of employer-sponsored retirement plans. Pre-tax assets held in an IRA can be rolled into IRC Section 401(a) qualified plans, 403(a) plans, 403(b) plans, and governmental 457(b) plans (after a twoyear participation period for Savings Incentive Match Plan for Employees SIMPLE Plan). Pre-tax and after-tax assets held in 401(a) qualified plans, 403(a) plans, 403(b) plans, and governmental 457(b) employer-sponsored plans are eligible for rollover to certain IRAs. Hardship distributions from a qualified plan cannot be rolled over into an IRA. A rollover retirement account contribution is not deductible and may exceed the maximum annual contribution limit. Types of Rollovers There are three types of Rollover IRAs: 1. IRA-to-IRA Rollover, which occurs when IRA assets are moved from one IRA to another IRA. 2. Indirect Qualified Plan to Rollover IRA, which occurs when, within the general 60-day limit, the account owner deposits funds received from his or her employer s qualified plan into a Rollover IRA. 3. Direct Qualified Plan to Rollover IRA, which occurs when funds distributed from an employer s qualified retirement plan (QRP) are made payable to Union Bank as Custodian of the account owner s Rollover IRA. If the distribution is properly rolled over into an IRA, it will not be taxable. Although a rollover contribution is not taxable, it must be reported to the Internal Revenue Service (IRS). When income taxes are filed for the year of the rollover, the tax return must indicate the amount received from an IRA or an employer s QRP and whether any of the distribution is taxable (i.e., not all funds were rolled over). If all of the money is rolled over, zero will be entered as the taxable amount. The distribution and the rollover deposit will be reported to the IRS. Rollover Timing The amount of time the account owner has to complete a rollover will depend upon the type of rollover being performed: IRA-to-IRA Rollover: In order for the rollover to be effective, generally it must be completed within 60 days after the day the distribution is received from the other IRA. The IRS may waive the 60-day requirement where circumstances beyond the reasonable control of the IRA holder prevent timely completion (such as a casualty or disaster). The IRS will need to be contacted for additional guidance on this extension. An IRA-to-IRA Rollover is allowed only once in any 12-month period. Each IRA (not each account under the IRA) is treated separately when applying the 12-month rule. Thereafter, one rollover distribution may be taken from each IRA (not each account under the IRA) per 12-month period. This restriction is on the distributing IRA and not the receiving IRA (i.e., the same IRA could receive two IRA-to-IRA Rollover contributions in the same 12-month period so long as the two rollover contributions come from different IRAs). If the account owner is age 70 1 / 2 or older, funds can be rolled over; however, the amount of the Required Minimum Distribution (RMD) cannot be rolled over. If the entire RMD has already been taken from one financial organization under the aggregation rules, and proof of the distribution can be provided to the financial organization that will transfer the IRA, then the transferring financial organization can transfer 100% of the IRA. Although RMDs cannot be rolled over or transferred, 100% of an IRA can be transferred if an IRA holder is over 70 1 / 2. If the RMD is rolled over without taking it as a distribution from another IRA, that amount may be treated as an excess contribution and may be subject to a 6% excess contribution penalty if not corrected in a timely manner. In addition, failure to take a full RMD may result in an excise tax of 50% of the RMD amount not taken. Indirect Qualified Plan to Rollover IRA: If the account owner participates in an employer s qualified retirement plan (QRP) (e.g., profit sharing plan, money purchase plan, 401(k) plan, tax-sheltered annuity, etc.), money from that plan will either be received when the account owner separates from service, becomes disabled, dies, attains age 59 1 / 2, or his or her employer terminates the plan. If the account owner chooses to receive a distribution directly, the employer is required to withhold 20% federal income tax before distributing the funds. Only the amount received from the employer can be rolled over, or the account owner can add to that amount the 20% the employer withheld. A distribution can be rolled over into more than one IRA, but all rollovers must be completed within the 60-day period. Amounts not rolled over within the 60-day period will be treated as a taxable distribution to the account owner. Direct Qualified Plan to Rollover IRA: If the account owner chooses to have his or her eligible rollover distribution directly rolled over to a Rollover IRA, the employer will send the funds directly to the new trustee or custodian of the account owner s IRA, and the 20% withholding will not apply. The following distributions are not eligible rollover distributions and are not subject to the 20% withholding: A minimum mandatory distribution because the account owner has reached age 70 1 / 2; After-tax voluntary contributions; A series of substantially equal periodic payments over the account owner s life expectancy or the life expectancy of the account owner and his or her Designated Beneficiary(ies); and Death distributions to a non-spouse beneficiary. In order to either directly or indirectly roll over a qualified plan distribution into a Rollover IRA, the account owner must be one of the following individuals: A participant in the qualified plan; A beneficiary of a deceased participant in the plan; or The recipient of a former spouse s retirement plan assets due to a divorce agreement. Only eligible rollover distributions may be indirectly or directly rolled over into a Rollover IRA. Employers are required to tell the account owner whether a distribution from the employer s plan represents an eligible rollover distribution. SIMPLE Rollover IRA During the first two years of participation in a SIMPLE IRA, the only tax-free rollover that can be made is from a SIMPLE IRA to another SIMPLE IRA. If a distribution is taken from a SIMPLE IRA before expiration of the two-year period, a 25% early withdrawal penalty would apply. After the first two-year period has expired since first participation in a SIMPLE IRA, a SIMPLE IRA can be rolled over into another SIMPLE IRA or a non-simple IRA on a tax-free basis. In order for the rollover to be effective, it must be completed within 60 days after the day the distribution is received from the other SIMPLE IRA. A SIMPLE IRA to SIMPLE IRA Rollover is allowed only once in any 12-month period. Each SIMPLE IRA (not each account in the SIMPLE IRA) is treated separately when applying the 12-month rule. Additionally, if the account owner is age 59 1 / 2 or older or can claim any other exemption from the early withdrawal penalty, the 25% penalty does not apply to SIMPLE IRA distributions taken within the first two years of participation. Rollover IRA Tax Treatments If a distribution from an IRA is rolled over into an eligible retirement plan other than an IRA, part of the distribution rolled over is considered to come first from amounts other than after-tax contributions in any of the account owner s IRAs. This means a distribution can be rolled over from an IRA with after-tax contributions into a qualified plan if the account owner has enough taxable income in other IRAs to cover the after-tax part. The effect of this is to maximize the amount in IRAs that can be rolled over to a qualified plan. To roll over the non-taxable part of a distribution (such as after-tax contributions) to another qualified retirement plan or IRA, the transfer must be made either through a direct rollover to a qualified plan that separately accounts for the taxable and non-taxable parts of the rollover, or through a rollover to an IRA. Qualified Plan Rollover to IRA by Non-Spouse Beneficiary A direct transfer from a deceased employee s qualified retirement plan can be treated as an eligible rollover distribution for a designated, non-spouse beneficiary of the plan. Qualified Retirement Plan Rollover to Roth IRA Effective January 1, 2008, you may be eligible to directly convert pre-tax assets from qualified employer-sponsored retirement plans (such as a Profit Sharing or Money Purchase Plan) to a Roth IRA, subject to the same rules for converting a Traditional IRA into a Roth IRA. Custodian s Fees Custodian s administrative fees that are billed separately and paid in connection with an IRA are not deductible as IRA contributions. However, they may be deductible as a miscellaneous itemized deduction on Schedule A (Form 1040). For information about miscellaneous itemized deductions, see IRS Publication 529 Miscellaneous Deductions or consult a competent tax advisor. Broker s Commissions These commissions are part of an IRA contribution and, as such, are deductible subject to the limits. Tax Treatment of SIMPLE IRA Contributions The employer is allowed to deduct the employer s matching contributions or non-elective contributions for a year only if the contributions are made by the employer s tax-filing deadline (including extensions). Employee deferral contributions are not considered wages for federal income tax purposes, the deferral amount 12 13 UBC2868_84453_1111_SmallBiz_AllAbout_Fa.indd 12-13

is considered wages subject to Social Security (FICA) and unemployment (FUTA) taxes. Tax Credits for SIMPLE IRA and SEP IRA Only 6 If eligible contributions are made to an employer-sponsored retirement plan or to an IRA, the account owner may be able to take a tax credit. The amount of the Saver s Credit received is based on the contributions the account owner makes and his or her credit rate. A credit rate can vary, depending on the account owner s adjusted gross income. The credit rate also depends on filing status. The maximum contribution taken into account is $2,000 per taxpayer. TRANSFERS/ASSIGNMENTS Transfers of cash or other assets can be made from one investment retirement account (IRA) to another IRA. The account owner must instruct the current trustee or custodian to transfer the IRA funds to the new trustee or custodian. This is generally accomplished by completing a Transfer-in Letter at the office of the new trustee or custodian. As long as none of the funds are distributed to the account owner, and the transfer is made directly between trustees or custodians, the transfer will not be classified as a distribution and will not be subject to additional taxes, penalties, or withholding. Unlike rollovers, which can only be made once in a 12-month period, there is no limit to the number of trustee-to-trustee transfers the account owner can have in any 12-month period. If the account owner wishes to transfer IRA assets to Union Bank, we will need authorization to request that the IRA be transferred to us from the current trustee or custodian. We will ask the account owner to sign an IRA Transfer Letter, complete the appropriate IRA Adoption Agreement, and open a Union Bank retirement account, if one does not already exist. For all transfers-in, a MoneyMarket Savings will be opened with a zero balance. When the funds are received from the prior trustee or custodian, the account owner will be notified and asked to choose how the funds should be invested. If the account owner chooses to transfer a Union Bank retirement account to another trustee or custodian, Union Bank will require a Transfer Letter from the successor trustee or custodian. The Transfer Letter must have an original signature giving us authorization to transfer the retirement account and the successor trustee s or custodian s signature and statement that they will accept the retirement account into an IRA the account owner has established with them. Each time we receive instructions to transfer all or a portion of a retirement plan to another trustee or custodian, a transfer fee will be assessed. CUSTODIAL AGREEMENTS SIMPLE (Savings Incentive Match Plan for Employees) IRA Plan Custodial Agreement Union Bank, N.A., as the Sponsor, has adopted this SIMPLE Individual Retirement Account Custodial Agreement as an amendment of its previous Custodial Agreement. The Participant, whose name and signature appear on the Adoption Agreement, is establishing a Savings Incentive Match Plan for Employees of Small Employers Individual Retirement Account (SIMPLE IRA) under Section 408(p) of the Internal Revenue Code to provide for his or her retirement and for the support of his or her beneficiary(ies) after death. Union Bank, referred to as the Custodian, has given the Participant the disclosure statement required under Regulation Section 1.408 6. The Disclosure is included in this booklet. The Participant and the Custodian agree as follows: Article I (Contributions) The Custodian will accept cash contributions made on behalf of the Participant by the Participant s employer under the terms of a SIMPLE IRA Plan described in Section 408(p). In addition, the Custodian will accept transfers or rollovers from other SIMPLE IRAs of the Participant. No other contributions will be accepted by the Custodian. Article II (Vesting) The Participant s interest in the balance in the Custodial Account is non-forfeitable. Article III (Prohibited Investments) 1. No part of the Custodial Account funds may be invested in life insurance contracts, nor may the assets of the Custodial Account be commingled with other property except in a common trust fund or common investment fund (within the meaning of Section 408(a)(5)). 2. No part of the Custodial Account funds may be invested in collectibles (within the meaning of Section 408(m)) except as otherwise permitted by Section 408(m)(3), which provides an exception for certain gold, silver, and platinum coins, coins issued under the laws of any state, and certain bullion. Article IV (Distributions) 1. Notwithstanding any provision of this Agreement to the contrary, the distribution of the Participant s interest in the Custodial Account shall be made in accordance with the following requirements and shall otherwise comply with Section 408(a)(6) and the regulations thereunder, the provisions of which are herein incorporated by reference. 2. The Participant s entire interest in the Custodial Account must be, or begin to be, distributed not later than the Participant s Required Beginning Date, April 1 following the calendar year in which the Participant reaches age 70 1 / 2. By that date, the Participant may elect, in a manner acceptable to the Custodian, to have the balance in the Custodial Account distributed in: (a) A single sum; or (b) Payments over a period not longer than the life of the Participant or the joint lives of the Participant and his or her Designated Beneficiary. 3. If the Participant dies before his or her entire interest is distributed to him or her, the remaining interest will be distributed as follows: (a) If the Participant dies on or after the Required Beginning Date and: (i) The Designated Beneficiary is the Participant s surviving spouse, the remaining interest will be distributed over the surviving spouse s life expectancy, as determined each year until such spouse s death, or over the period in paragraph (a)(iii) below if longer. Any interest remaining after the spouse s death will be distributed over such spouse s remaining life expectancy as determined in the year of the spouse s death and reduced by one (1) for each subsequent year, or, if distributions are being made over the period in paragraph (a)(iii) below, over such period. (ii) The Designated Beneficiary is not the Participant s surviving spouse, the remaining interest will be distributed over the beneficiary s remaining life expectancy, as determined in the year following the death of the Participant and reduced by one (1) for each subsequent year, or over the period in paragraph (a)(iii) below if longer. (iii) There is no Designated Beneficiary, the remaining interest will be distributed over the remaining life expectancy of the Participant, as determined in the year of the Participant s death and reduced by one (1) for each subsequent year. (b) If the Participant dies before the Required Beginning Date, the remaining interest will be distributed in accordance with (i) below or, if elected or there is no Designated Beneficiary, in accordance with (b)(ii) below: (i) The remaining interest will be distributed in accordance with paragraphs (a)(i) and (a)(ii) above (but not over the period in paragraph (a)(iii) above, even if longer), starting by the end of the calendar year following the year of the Participant s death. If, however, the Designated Beneficiary is the Participant s surviving spouse, then this distribution is not required to begin before the end of the calendar year in which the Participant would have reached age 70 1 / 2. But, in such case, if the Participant s surviving spouse dies before distributions are required to begin, then the remaining interest will be distributed in accordance with (a)(ii) above (but not over the period in paragraph (a)(iii) above, even if longer), over such spouse s Designated Beneficiary s life expectancy, or in accordance with (b)(ii) below if there is no such Designated Beneficiary. (ii) The remaining interest will be distributed by the end of the calendar year containing the fifth anniversary of the Participant s death. 4. If the Participant dies before his or her entire interest has been distributed, and if the Designated Beneficiary is not the Participant s surviving spouse, no additional contributions may be accepted in the account. 5. The minimum amount that must be distributed each year, beginning with the year containing the Participant s required beginning date, is known as the Required Minimum Distribution and is determined as follows: (a) The Required Minimum Distribution under paragraph 2(b) for any year, beginning with the year the Participant reaches age 70 1 / 2, is the Participant s account value at the close of business on December 31 of the preceding year, divided by the distribution period in the uniform lifetime table in Regulations Section 1.401(a)(9) 9. However, if the Participant s Designated Beneficiary is his or her surviving spouse, the Required Minimum Distribution for a year shall not be more than the Participant s account value at the close of business on December 31 of the preceding year, divided by the number in the joint and last survivor table in Regulations Section 1.401(a)(9) 9. The Required Minimum Distribution for a year under this paragraph (a) is determined using the Participant s (or, if applicable, the Participant s and spouse s) attained age (or ages) in the year. (b) The Required Minimum Distribution under paragraphs 3(a) and 3(b)(i) for a year, beginning with the year following the year of the Participant s death (or the year the Participant would have reached age 70 1 / 2, if applicable under paragraph 3(b)(i)) is the account value at the close of business on December 31 of the preceding year, divided by the life expectancy (in the single life table in Regulations Section 1.401(a)(9) 9 of the individual specified in such paragraphs 3(a) and 3(b)(i). (c) The Required Minimum Distribution for the year the Participant reaches age 70 1 / 2 can be made as late as April 1 of the following year. The Required Minimum Distribution for any other year must be made by the end of such year. 6. The owner of two or more IRAs (other than Roth IRAs) may satisfy the minimum distribution requirements described above by taking from one IRA the amount required to satisfy the requirement for another in accordance with the requirements under Section 408(a)(6). Article V (Reporting) 1. The Participant and the Participant s employer agree to provide the Custodian with all information necessary to prepare any reports required by Sections 408(i) and 408(1)(2), Regulations Sections 1.408 5 and 1.408 6 or other guidance published by the Internal Revenue Service (IRS). 2. The Custodian agrees to submit to the Internal Revenue Service (IRS) and the Participant the reports prescribed by the IRS. 3. The Custodian also agrees to provide the Participant s employer the summary description described in Section 408(1)(2), unless this SIMPLE IRA is a transfer SIMPLE IRA. Article VI (Controlling Articles) Notwithstanding any other articles that may be added or incorporated, the provisions of Articles I through III and this sentence will be controlling. Any additional articles inconsistent with Section 408(a) and 408(p) and the related regulations will be invalid. Article VII (Amendments) This Agreement will be amended as necessary to comply with the provisions of the Code and the related regulations. Other amendments may be made with the consent of the persons whose signatures appear on the Adoption Agreement. Article VIII (Investments) 1. The following definitions will apply to terms used in Article VIII and following: (a) Broker will mean UnionBanc Investment Services, a registered brokerdealer, investment advisor, and subsidiary of Union Bank, N.A., or its successor. (b) Permissible Investment will mean assets eligible for acquisition under the Custodial Account pursuant to Section 408 and related Regulations that are acceptable to the Custodian, and that may be deposit accounts of the Custodian or acceptable investments purchased through the Broker. 2. Contributions and funds held in the Custodial Account will be invested in one or more Permissible Investments as directed by the Participant. If the Participant has elected the brokerage option, the Participant will instruct the Broker as to such purchases and sales in the Custodial Account. The Participant expressly authorizes the Custodian and the Broker to execute transactions upon his or her instructions, and neither the Custodian nor the Broker will have any responsibility to review the investment directions of the Participant, nor will they have any liability for any loss resulting from the following of such directions. 3. Furthermore, neither the Custodian nor the Broker will have any liability for losses resulting from the acts or omissions of the Participant. 4. In the event a Participant invests in an asset that is not a Permissible Investment and is unacceptable to the Custodian, the Custodian will give written notice of the unacceptability of the investment(s) purchased by the Participant, either by mailing or actual delivery, and will seek direction from the Participant as to the disposition of such investment(s). If the Participant does not instruct the Custodian as to the disposition of the unacceptable investment(s) within the 30-day period after notice is either mailed or given, the Custodian, in its sole discretion, may either liquidate the investment(s) and invest in savings deposits of the Custodian or distribute such unacceptable investment(s) to the Participant in kind, and the Participant will be deemed to have consented to such action and accepts any tax consequences that may arise out of the Participant s failure to invest only in Permissible Investments. 5. The Custodian will hold all investments of the Custodial Account in the name of the Custodian (for the benefit of the Participant) subject to all federal and applicable state statutory and regulatory provisions and the internal rules and regulations of the Custodian, the Broker, and Union Bank. Article IX (Statements to the Custodian) The Participant agrees to provide the Custodian with such information as it requires to substantiate the Participant s or a beneficiary s request to withdraw funds from the Custodial Account in a form as may be acceptable to the Custodian. Article X (Custodian) 1. Subject to any limitations stated elsewhere in this Custodial Agreement, the Custodian will have the following powers in addition to those powers held by a holder of a deposit and any other powers conferred by law: (a) To pay any tax, charge, or assessment attributable to any property or benefit, out of such property or benefit, upon receipt of appropriate written documentation. (b) To employ and pay out of the assets of the Custodial Account counsel, who may be counsel for the Custodian individually, and be fully protected in acting upon the advice of such counsel. (c) To employ suitable agents, and to delegate to them such ministerial and limited discretionary duties, as the Custodian sees fit. If the Participant has signed a separate agreement acceptable to the Custodian, at the direction of the Participant, the Custodian may also employ any broker-dealer providing brokerage services affiliated with the Custodian and compensate such broker-dealer in accordance with its normal schedule of charges. (d) To invest in any registered mutual fund advised by the Custodian or any affiliate. 14 15 UBC2868_84453_1111_SmallBiz_AllAbout_Fa.indd 14-15

(e) To calculate the Required Minimum Distribution in paragraph 5 of Article IV using the Participant s single life expectancy, if the age of the Designated Beneficiary is not known to the Custodian. (f) To act upon and perform written directions of the Participant, including directions by photostatic tele-transmission using facsimile signature. 2. All fees and expenses incurred by the Custodian, and the Broker under this Custodial Agreement, may be paid from the assets of this Custodial Account. The Custodian reserves the right to change existing fees or charge additional fees and will give the Participant 30 days written notice of any changes as required by law. 3. The Custodian will act solely in the interest of the Participant and his or her beneficiaries and with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. The Custodian will be fully protected in taking or failing to take any action in reliance on the written instruction of the Participant. The Participant agrees to hold the Custodian harmless and indemnify it from containing all liability and expenses incurred in connection with any actions taken or failures to act in reliance upon the Participant s written instructions, or in the exercise of any right, power, or duty of the Custodian in good faith and with reasonable care. 4. As described in Article IV (Distributions) paragraph 2, the Participant may make an election to begin receiving payments from his or her SIMPLE IRA in a manner that satisfies the Required Minimum Distribution rules no later than April 1 of the year following the year the Participant reaches age 70 1 / 2 (the Participant s Required Beginning Date ). The Custodian can, at its complete and sole discretion, do any of the following: Make no payment until the Participant gives the Custodian a properly completed and signed Distribution Request form. Pay the entire SIMPLE IRA to the Participant in a single sum payment. Calculate the Participant s Required Minimum Distribution each year based on the Uniform Lifetime Distribution Table or the Participant s single or joint life expectancy, and pay those distributions to the Participant until the Participant directs otherwise in writing, provided the Custodian is satisfied that such a method is acceptable to the IRS. 5. If the Custodian is unable to locate the Participant, after making reasonable efforts to do so, the Custodian is under no obligation to distribute funds to satisfy the minimum distribution requirements of Section 408(a)(6) and Proposed Regulations Section 1.408 8. The Custodian may, at the time and in the manner prescribed by law, comply with the Unclaimed Property Law of its state of domicile, so long as the law provides for complete reinstatement if a claim is made by the Participant or a beneficiary. Article XI (Resignation, Removal, or Termination of the Custodial Agreement) 1. This Custodial Agreement will terminate: (a) When the Custodian receives written instructions from the Participant to transfer all of the assets of the Custodial Account to the trustee or custodian of another retirement plan or trust, or directly to the Participant. (b) Upon the distribution of all of the assets of the Custodial Account in accordance with Article IV. (c) When the Custodian resigns from any particular Custodial Agreement or all Agreements upon 30 days written notice to the Participant. If no response is received, this Custodial Agreement will be deemed terminated as to such Participant or all Participants, and replaced with another qualified SIMPLE IRA program chosen by the Custodian as the successor arrangement; or (d) When the Custodian is removed by written notice from the Participant and receives acceptance by a successor trustee/custodian. However, the Custodian is authorized to reserve such funds as may be necessary for the payment of expenses and fees due or to be incurred. 2. Unless one of the events described in paragraph 1 occurs, this Custodial Agreement will continue even though no contributions are made to the Custodial Account for any particular year or years. Article XII (Designation of Beneficiary) 1. The Participant will file with the Custodian a written designation of his or her beneficiary or beneficiaries. Any such designation may be changed from time to time by filing a new designation with the Custodian. Such designation may include contingent or successive beneficiaries. Each such election and designation will be on a form provided by, or acceptable to, the Custodian. The interest of any beneficiary will cease upon his or her death. If there is no Designated Beneficiary to receive any amount that becomes payable to a beneficiary, such amount will be payable first to the spouse of the Participant and, if there is no surviving spouse, to the estate of the Participant. In the event that a beneficiary is a minor, the Custodian will have discharged all its obligations by paying the minor s parent or legal guardian, or an adult with whom the minor resides. 2. A beneficiary designation dated and signed by the Participant will be valid even though not filed with the Custodian prior to the death of the Participant if, and only if, it is so filed within 30 days after the Custodian has received notice of the death of the Participant. If payments are made more than 30 days after receipt of notice of death of a Participant pursuant to the written designation then filed with the Custodian bearing the latest date, the Custodian will not be subject to any liability for failure to make payments pursuant to any other designation. 3. The Custodian is under no obligation to distribute funds if the Custodian has been given written notice that a beneficiary dispute exists. In this case, the Custodian may make payment after receiving written payout instructions containing witnessed signatures of all parties to the beneficiary dispute or an order from a court of competent jurisdiction. 4. Neither the Participant nor any beneficiary of the Participant will have any right to pledge, borrow against or in any way create a lien upon any assets of the Custodial Account. Notwithstanding the provisions of this paragraph, the Participant may transfer part or all of his or her interest in the Custodial Account to his or her former spouse pursuant to a divorce decree or under a written instrument incident to such divorce, and any interest so transferred will be treated as an individual retirement account for the benefit of the former spouse. Article XIII (Miscellaneous) 1. No amendments or modification or termination of this Custodial Agreement will cause any part of the Custodial Account to be used for, or diverted to, the benefit of, anyone other than the Participant and his or her beneficiaries. Furthermore, the rights or responsibilities of the Custodian will not be changed without his or her written consent. In the event the Custodian wishes to amend this Custodial Agreement or offer it to newly acquired customers as substitution for an existing qualified SIMPLE IRA program, the Custodian may do so by notifying such Participants or customers of the amendment or substitution, and giving them a reasonable period of time to respond. If no response is received within the time period stated, such Participant or customer will be deemed to have consented to the amendment, or to have adopted the provisions of this Custodial Agreement and to be bound by them. 2. In the event that the Bank is converted into, merged or consolidated with, or sells and transfers any or all of its assets and business, including its SIMPLE IRAs, to a corporation formed under the laws of the United States of America or any political subdivision thereof, such corporation shall thereupon become and be the Custodian or Trustee of this Custodial Agreement with the same effect as though specifically so named, but only if such surviving corporation is a bank, financial institution, or other organization approved by the IRS to hold assets of Individual Retirement Accounts. 3. Titles are provided for convenience only and are not to serve as a basis for interpretation or construction of the Custodial Agreement. 4. The provisions of the Custodial Agreement will be governed by the laws of the state of California except to the extent that such laws are preempted by the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended from time to time. Article XIV (Fees, Charges, and Expenses) 1. The Custodian will be entitled to reasonable compensation for its services under this Custodial Agreement and to reimbursement for all reasonable expenses incurred in the management of the Custodial Accounts. The Custodian will notify the Participant in writing of its fees and of any changes in fees. 2. The fee for services rendered will be such reasonable compensation as will be established from time to time by the Custodian and may include, without limit, an annual custodial fee, processing fees, and other transactions fees. 3. The annual custodial fee provided for under paragraph 2 will be due and payable with respect to the SIMPLE IRA for each calendar year during which the SIMPLE IRA is in existence. 4. The Custodian may from time to time charge processing fees and transaction fees provided for under paragraph 2. 5. The Participant authorizes the Custodian to liquidate assets in the Custodial Account as needed to pay any fees, charges, and expenses allocated to the Custodial Account that have not been timely paid by the Participant. The Custodian may allocate such fees and expenses among a Participant s accounts at such time or times and in such manner as the Custodian, in its reasonable discretion, determines. To effect the payment of fees and expenses from a Custodial Account, the Custodian may liquidate assets held in the Custodial Account and will have the sole discretion to determine whether, when, or which assets are to be liquidated. Article XV (Dispute Resolution by Judicial Reference for FDIC-Insured Individual Retirement Accounts; Waiver of Right to Jury Trial) Participant agrees that as to each dispute, claim, demand, cause of action, and controversy (referred to below by the single word, Dispute ) between Participant and the Custodian out of or relating to any SIMPLE IRA deposit account: 1. THE PARTICIPANT INTENTIONALLY AND DELIBERATELY GIVES UP HIS OR HER RIGHT TO A JURY TRIAL AS TO ANY SUCH DISPUTE, and 2. The Participant agrees that any such Dispute may, at the option of either Participant or the Custodian, be submitted to a Judicial Referee, as described below. By executing the Adoption Agreement, the Participant waives his or her right to a trial by jury with regard to any Dispute between the Custodian and the Participant. In addition, the Participant agrees to the alternative Dispute resolution procedures described below. Filing a Lawsuit: Request to the Court. If a Dispute cannot be resolved informally, either the Participant or the Custodian may file a lawsuit in an appropriate Court. After a lawsuit has been filed, either the Participant or the Custodian may then make a written request to the Court for Judicial Reference to resolve the Dispute in accordance with the provisions of the Agreement and applicable state law. This means that either the Participant or the Custodian can require Judicial Reference to resolve the Dispute. (This also means that if neither the Participant nor the Custodian makes a timely written request to the Court for Judicial Reference, then the Dispute will continue to be handled like any other lawsuit filed in the Court, except that there will be no jury.) Choosing the Referee: Right to Object to a Referee Chosen by the Court. Once the Court approves a request for Judicial Reference, the Participant and the Custodian agree to work together to choose a neutral individual to act as the Referee. The Referee must be a retired judge with at least five years of judicial experience in civil matters. If the Participant and the Custodian are not able to agree upon an individual, then a judge of the Court where the lawsuit was filed shall appoint an individual with the required qualifications to serve as the Referee. Both the Participant and the Custodian have the right to object to a Referee on the grounds of bias or, in general, for other reasons for which a judge of the Court might be disqualified from sharing a lawsuit. Referee s Authority. The Referee instead of a judge or a jury has the authority to decide all issues of law or of fact involved in the Dispute. This means that the Referee also has the authority to resolve any disagreement about whether the Judicial Reference provisions of this Agreement apply to the Dispute, and to decide on the interpretation, legality, and enforceability of this Agreement. Matters the Referee Cannot Decide. If the Referee determines that part of the Dispute is not subject to this Agreement for Judicial Reference, then the Participant and the Custodian agree to stay all legal proceedings involving that part of the Dispute that is not subject to Judicial Reference, until after the Referee has decided the rest of the Dispute. Other Legal Rights the Participant and the Custodian Keep in Judicial Reference. This Agreement for Judicial Reference does not limit the rights the Participant or the Custodian may have to exercise self-help remedies such as setoff, or to obtain or oppose provisional or ancillary remedies (such as an attachment or a restraining order) from a Court or competent jurisdiction before, during, or after the Judicial Referee proceedings. Pursuing or opposing any such remedies does not waive the Participant s right or the Custodian s Judicial Reference pursuant to this Agreement. Right to Counsel. The Participant and the Custodian both have the right to be represented by legal counsel at every stage of the Judicial Reference proceedings. Referee s Decision: Right to Appeal. The Referee must promptly submit a written Statement of Decision to the Court after all of the testimony has been given. Once the Referee s Statement of Decision has been filed with the Court, it has the same legal effect as if a judge or jury in a Court of law had decided the Dispute. Among other things, this means that both the Participant and the Custodian have the right to appeal the Referee s Statement of Decision on any basis permitted by law. Fees and Expenses. The fees of the Referee and other costs of the Judicial Reference shall be paid by the Bank, unless the Referee provides otherwise in the Statement of Decision. SEP (Simplified Employee Pension) IRA Plan Custodial Agreement Union Bank, N.A., as the Sponsor, has adopted this Individual Retirement Account Custodial Agreement as an amendment of its previous Custodial Agreement. The Depositor, whose name and signature appear on the Adoption Agreement, is establishing an individual retirement account under Section 408(a) of the Internal Revenue Code to provide for his or her retirement and for the support of his or her beneficiary(ies) after death. Union Bank, referred to as the Custodian, has given the Depositor the disclosure statement required under Regulation Section 1.408 6. The Disclosure is included in this booklet. The Depositor has deposited a sum of cash with the Custodian, and the Custodian and the Depositor agree as follows: Article I (Contributions) Except in the case of a rollover contribution described in Section 403(a)(4), 402(c), or 457(e)(16), an employer contribution to a SEP Plan as described in Section 408(k) or a re-characterized contribution described in Section 408A(d)(6), the Custodian will accept only cash contributions as follows for the 2011 tax year: Up to 25% of total eligible payroll and no more than $49,000 per participant (amount of annual compensation taken into consideration determining benefits is $245,000). Must include all employees who are at least age 21, and have earned $550 (indexed) in three of the preceding five years. 16 17 UBC2868_84453_1111_SmallBiz_AllAbout_Fa.indd 16-17

Article II (Vesting) The Depositor s interest in the balance in the Custodial Account is non-forfeitable. Article III (Prohibited Investments) 1. No part of the Custodial Account funds may be invested in life insurance contracts, nor may the assets of the Custodial Account be commingled with other property except in a common trust fund or common investment fund (within the meaning of Section 408(a)(5)). 2. No part of the Custodial Account funds may be invested in collectibles (within the meaning of Section 408(m)) except as otherwise permitted by Section 408(m)(3), which provides an exception for certain gold, silver, and platinum coins, coins issued under the laws of any state, and certain bullion. Article IV (Distributions) 1. Notwithstanding any provision of this Agreement to the contrary, the distribution of the Depositor s interest in the Custodial Account shall be made in accordance with the following requirements and shall otherwise comply with Section 408(a)(6) and the regulations thereunder, the provisions of which are herein incorporated by reference. 2. The Depositor s entire interest in the Custodial Account must be, or begin to be, distributed not later than the Depositor s Required Beginning Date, April 1 following the calendar year in which the Depositor reaches age 70 1 / 2. By that date, the Depositor may elect, in a manner acceptable to the Custodian, to have the balance in the Custodial Account distributed in: (a) A single sum or (b) Payments over a period not longer than the life of the Depositor or the joint lives of the Depositor and his or her Designated Beneficiary. 3. If the Depositor dies before his or her entire interest is distributed to him or her, the remaining interest will be distributed as follows: (a) If the Depositor dies on or after the Required Beginning Date and: (i) The Designated Beneficiary is the Depositor s surviving spouse, the remaining interest will be distributed over the surviving spouse s life expectancy, as determined each year until such spouse s death, or over the period in paragraph (a)(iii) below if longer. Any interest remaining after the spouse s death will be distributed over such spouse s remaining life expectancy as determined in the year of the spouse s death and reduced by one (1) for each subsequent year, or if distributions are being made over the period in paragraph (a)(iii) below, over such period. (ii) The Designated Beneficiary is not the Depositor s surviving spouse, the remaining interest will be distributed over the beneficiary s remaining life expectancy as determined in the year following the death of the Depositor and reduced by one (1) for each subsequent year, or over the period in paragraph (a)(iii) below if longer. (iii) There is no Designated Beneficiary, the remaining interest will be distributed over the remaining life expectancy of the Depositor as determined in the year of the Depositor s death and reduced by one (1) for each subsequent year. (b) If the Depositor dies before the Required Beginning Date, the remaining interest will be distributed in accordance with (b)(i) below or, if elected or there is no Designated Beneficiary, in accordance with (b)(ii) below: (i) The remaining interest will be distributed in accordance with paragraphs (a)(i) and (a)(ii) above (but not over the period in paragraph (a)(iii) above, even if longer), starting by the end of the calendar year following the year of the Depositor s death. If, however, the Designated Beneficiary is the Depositor s surviving spouse, then this distribution is not required to begin before the end of the calendar year in which the Depositor would have reached age 70 1 / 2. But, in such case, if the Depositor s surviving spouse dies before distributions are required to begin, then the remaining interest will be distributed in accordance with (a)(ii) above (but not over the period in paragraph (a)(iii) above, even if longer), over such spouse s Designated Beneficiary s life expectancy, or in accordance with (b)(ii) below if there is no such Designated Beneficiary. (ii) The remaining interest will be distributed by the end of the calendar year containing the fifth anniversary of the Depositor s death. 4. If the Depositor dies before his or her entire interest has been distributed, and if the Designated Beneficiary is not the Depositor s surviving spouse, no additional contributions may be accepted in the account. 5. The minimum amount that must be distributed each year, beginning with the year containing the Depositor s Required Beginning Date, is known as the Required Minimum Distribution and is determined as follows: (a) The Required Minimum Distribution under paragraph 2(b) for any year, beginning with the year the Depositor reaches age 70 1 / 2, is the Depositor s account value at the close on December 31 of the preceding year divided by the distribution period in the Uniform Lifetime Table in Regulations Section 1.401(a)(9) 9. However, if the Depositor s Designated Beneficiary is his or her surviving spouse, the Required Minimum Distribution for a year shall not be more than the Depositor s account value at the close of business on December 31 of the preceding year divided by the number in the joint and last survivor table in Regulations Section 1.401(a)(9) 9. The Required Minimum Distribution for a year under this paragraph (a) is determined using the Depositor s (or, if applicable, the Depositor s and spouse s) attained age (or ages) in the year. (b) The Required Minimum Distribution under paragraphs 3(a) and 3(b)(i) for a year, beginning with the year following the year of the Depositor s death (or the year the Depositor would have reached age 70 1 / 2, if applicable under paragraph 3(b)(i)) is the account value at the close of business on December 31 of the preceding year divided by the life expectancy (in the single life table in Regulations Section 1.401(a)(9) 9) of the individual specified in such paragraphs 3(a) and 3(b)(i)). (c) The Required Minimum Distribution for the year the Depositor reaches age 70 1 / 2 can be made as late as April 1 of the following year. The Required Minimum Distribution for any other year must be made by the end of such year. 6. The owner of two or more Traditional IRAs may satisfy the minimum distribution requirements described above by taking from one Traditional IRA the amount required to satisfy the requirement for another in accordance with the regulations under Section 408(a)(6). Article V (Reporting) 1. The Depositor agrees to provide the Custodian with all information necessary to prepare any reports required by Section 408(i) and Regulations Sections 1.408 5 and 1.408 6. 2. The Custodian agrees to submit to the Internal Revenue Service (IRS) and the Depositor the reports prescribed by the IRS. Article VI (Controlling Articles) Notwithstanding any other articles that may be added or incorporated, the provisions of Articles I through III and this sentence will be controlling. Any additional articles inconsistent with Section 408(a), and the related regulations, will be invalid. Article VII (Amendments) This Agreement will be amended as necessary to comply with the provisions of the Code and the related regulations. Other amendments may be made with the consent of the person(s) whose signature(s) appear(s) on the Adoption Agreement. Article VIII (Investments) 1. The following definitions will apply to terms used in Article VIII and following: (a) Broker will mean UnionBanc Investment Services, a registered brokerdealer, investment advisor and subsidiary of Union Bank, N.A., or its successor. (b) Permissible Investment will mean assets eligible for acquisition under the Custodial Account pursuant to Section 408 and related Regulations that are acceptable to the Custodian, and that may be deposit accounts of the Custodian or acceptable investments purchased through the Broker. 2. Contributions and funds held in the Custodial Account will be invested in one or more Permissible Investments as directed by the Depositor. If the Depositor has elected the brokerage option, the Depositor will instruct the Broker as to such purchases and sales in the Custodial Account. The Depositor expressly authorizes the Custodian and the Broker to execute transactions upon his or her instructions and neither the Custodian nor the Broker will have any responsibility to review the investment directions of the Depositor, nor will they have any liability for any loss resulting from the following of such directions. 3. Furthermore, neither the Custodian nor the Broker will have any liability for losses resulting from the acts or omissions of the Depositor. 4. In the event a Depositor invests in or transfers in an asset that is not a Permissible Investment and is unacceptable to the Custodian, the Custodian may give 30 days written notice of the unacceptability of the investment(s) purchased by the Depositor, either by mailing or actual delivery, and will seek direction from the Depositor as to the disposition of such investment(s), such as designation to another custodian. If the Depositor does not instruct the Custodian as to the disposition of the unacceptable investment(s) within the 30-day period after notice is either mailed or given, the Custodian, in its sole discretion, may either liquidate the investment(s) and invest in savings deposits of the Custodian or distribute such unacceptable investment(s) to the Depositor in kind, and the Depositor will be deemed to have consented to such action and to accept any tax consequences that may arise out of the Depositor s failure to invest only in Permissible Investments. 5. The Custodian will hold all investments of the Custodial Account in the name of the Custodian (for the benefit of the Depositor) subject to all federal and applicable state statutory and regulatory provisions and the internal rules and regulations of the Custodian, the Broker, and Union Bank. Article IX (Statements to the Custodian) The Depositor agrees to provide the Custodian with such information as it requires to substantiate the Depositor s or a beneficiary s request to withdraw funds from the Custodial Account in a form as may be acceptable to the Custodian. Article X (Custodian) 1. Subject to any limitations stated elsewhere in this Custodial Agreement, the Custodian will have the following powers in addition to those powers held by a holder of a deposit and any other powers conferred by law: (a) To pay any tax, charge, or assessment attributable to any property or benefit, out of such property or benefit, upon receipt of appropriate written documentation. (b) To employ and pay out of the assets of the Custodial Account counsel, who may be counsel for the Custodian individually, and be fully protected in acting upon the advice of such counsel. (c) To employ suitable agents, and to delegate to them such ministerial and limited discretionary duties, as the Custodian sees fit. If the Depositor has signed a separate agreement acceptable to the Custodian, at the direction of the Depositor, the Custodian may also employ any brokerdealer providing brokerage services affiliated with the Custodian and compensate such broker-dealer in accordance with its normal schedule of charges. (d) To invest in any registered mutual fund advised by the Custodian or any affiliate. (e) To calculate the Required Minimum Distribution in paragraph 5 of Article IV using the Depositor s single life expectancy, if the age of the Designated Beneficiary is not known to the Custodian. (f) To act upon and perform written directions of the Depositor, including directions by photostatic tele-transmission using facsimile signature. 2. All fees and expenses incurred by the Custodian and the Broker under this Custodial Agreement may be paid from the assets of this Custodial Account. The Custodian reserves the right to change existing fees or charge additional fees and will give the Depositor 30 days written notice of any changes as required by law. 3. The Custodian will act solely in the interest of the Depositor and his or her beneficiaries, and with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. The Custodian will be fully protected in taking or failing to take any action in reliance on the written instruction of the Depositor. The Depositor agrees to hold the Custodian harmless and indemnify it from all liability and expenses incurred in connection with any actions taken or failures to act in reliance upon the Depositor s written instructions, or in the exercise of any right, power, or duty of the Custodian in good faith and with reasonable care. 4. As described in Article IV (Distributions) paragraph 2, the Depositor may make an election to begin receiving payments from his or her IRA or SEP IRA in a manner that satisfies the Required Minimum Distribution rules no later than April 1 of the year following the year the Depositor reaches age 70 1 / 2 (the Depositor s Required Beginning Date ). The Custodian can, at its complete and sole discretion, do any of the following: Make no payment until the Depositor gives the Custodian a properly completed and signed Distribution Request form. Pay the entire IRA or SEP IRA to the Depositor in a single sum payment. Calculate the Depositor s Required Minimum Distribution each year based on the Uniform Lifetime Distribution Table or the Depositor s single or joint life expectancy, and pay those distributions to the Depositor until the Depositor directs otherwise in writing, provided the Custodian is satisfied that such a method is acceptable to the IRS. 5. If the Custodian is unable to locate the Depositor, after making reasonable efforts to do so, the Custodian is under no obligation to distribute funds to satisfy the minimum distribution requirements of Section 408(a)(6) and Proposed Regulations Section 1.408 8. The Custodian may at the time and in the manner prescribed by law, comply with the Unclaimed Property Law of its state of domicile, so long as the law provides for complete reinstatement if a claim is made by the Depositor or a beneficiary. Article XI (Resignation, Removal, or Termination of the Custodial Agreement) 1. This Custodial Agreement will terminate: (a) When the Custodian receives written instructions from the Depositor to transfer all of the assets of the Custodial Account to the trustee or custodian of another retirement plan or trust, or directly to the Depositor. (b) Upon the distribution of all of the assets of the Custodial Account in accordance with Article IV. (c) When the Custodian resigns from any particular Custodial Agreement or all Agreements upon 30 days written notice to the Depositor. If no response is received, this Custodial Agreement will be deemed terminated as to such Depositor or all Depositors, and replaced with another qualified IRA or SEP IRA program chosen by the Custodian as the successor arrangement; or (d) When the Custodian is removed by written notice from the Depositor and receives acceptance by a successor trustee/custodian. However, the Custodian is authorized to reserve such funds as may be necessary for the payment of expenses and fees due or to be incurred. 18 19 UBC2868_84453_1111_SmallBiz_AllAbout_Fa.indd 18-19

2. Unless one of the events described in paragraph 1 occurs, this Custodial Agreement will continue even though no contributions are made to the Custodial Account for any particular year or years. Article XII (Designation of Beneficiary) 1. The Depositor will file with the Custodian a written designation of his or her beneficiary or beneficiaries. Any such designation may be changed from time to time by filing a new designation with the Custodian. Such designation may include contingent or successive beneficiaries. Each such election and designation will be on a form provided by, or acceptable to, the Custodian. The interest of any beneficiary will cease upon his or her death. If there is no Designated Beneficiary to receive any amount that becomes payable to a beneficiary, such amount will be payable first to the spouse of the Depositor and, if there is no surviving spouse, to the estate of the Depositor. In the event that a beneficiary is a minor, the Custodian will have discharged all its obligations by paying the minor s parent or legal guardian, or an adult with whom the minor resides. 2. A beneficiary designation dated and signed by the Depositor will be valid even though not filed with the Custodian prior to the death of the Depositor if, and only if, it is so filed within 30 days after the Custodian has received notice of the death of the Depositor. If payments are made more than 30 days after receipt of notice of death of a Depositor pursuant to the written designation, then filed with the Custodian bearing the latest date, the Custodian will not be subject to any liability for failure to make payments pursuant to any other designation. 3. The Custodian is under no obligation to distribute funds if the Custodian has been given written notice that a beneficiary dispute exists. In this case, the Custodian may make payment after receiving either written payout instructions containing witnessed signatures of all parties to the beneficiary dispute or an order from a court of competent jurisdiction. 4. Neither the Depositor nor any beneficiary of the Depositor will have any right to pledge, borrow against or in any way create a lien upon any assets of the Custodial Account. Notwithstanding the provisions of this paragraph, the Depositor may transfer part or all of his or her interest in the Custodial Account to his or her former spouse pursuant to a divorce decree or under a written instrument incident to such divorce, and any interest so transferred will be treated as an individual retirement account for the benefit of the former spouse. Article XIII (Miscellaneous) 1. No amendments or modification or termination of this Custodial Agreement will cause any part of the Custodial Account to be used for or diverted to, the benefit of, anyone other than the Depositor and his or her beneficiaries. Furthermore, the rights or responsibilities of the Custodian will not be changed without his or her written consent. In the event the Custodian wishes to amend this Custodial Agreement or offer it to newly acquired customers as substitution for an existing qualified IRA or SEP program, the Custodian may do so by notifying such Depositors or customers of the amendment or substitution, and giving them a reasonable period of time to respond. If no response is received within the time period stated, such Depositor or customer will be deemed to have consented to the amendment, or to have adopted the provisions of this Custodial Agreement and to be bound by them. 2. In the event that the Bank is converted into, merged or consolidated with, or sells and transfers any or all of its assets and business, including its Individual Retirement Accounts, to a corporation formed under the laws of the United States of America or any political subdivision thereof, such corporation shall thereupon become and be the Custodian or Trustee of this Custodial Agreement with the same effect as though specifically so named, but only if such surviving corporation is a bank, financial institution, or other organization approved by the IRS to hold assets of Individual Retirement Accounts. 3. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Custodial Agreement. 4. The provisions of the Custodial Agreement will be governed by the laws of the state of California except to the extent that such laws are preempted by the provisions of the Employee Retirement Income Security Act of 1974, as amended from time to time. Article XIV (Fees, Charges, and Expenses) 1. The Custodian will be entitled to reasonable compensation for its services under this Custodial Agreement and to reimbursement for all reasonable expenses incurred in the management of the Custodial Accounts. The Custodian will notify the Depositor in writing of its fees and of any changes in fees. 2. The fee for services rendered will be such reasonable compensation as will be established from time to time by the Custodian and may include, without limit, an annual custodial fee, processing fees, and other transactions fees. 3. The annual custodial fee provided for under paragraph 2 will be due and payable with respect to the IRA for each calendar year during which the IRA is in existence. 4. The processing fees and transaction fees provided for under paragraph 2 may be charged from time to time by the Custodian. 5. The Depositor authorizes the Custodian to liquidate assets in the Custodial Account as needed to pay any fees, charges, and expenses allocated to the Custodial Account that have not been timely paid by the Depositor. The Custodian may allocate such fees and expenses among a Depositor s accounts at such time or times and in such manner as the Custodian, in its reasonable discretion, determines. To effect the payment of fees and expenses from a Custodial Account, the Custodian may liquidate assets held in the Custodial Account and will have the sole discretion to determine whether, when, or which assets are to be liquidated. Article XV (Dispute Resolution by Judicial Reference for FDIC-Insured Individual Retirement Accounts; Waiver of Right to Jury Trial) The Depositor agrees that as to each dispute, claim, demand, cause of action, and controversy (referred to below by the single word, Dispute ) between the Depositor and the Custodian out of or relating to any IRA deposit account: 1. THE DEPOSITOR INTENTIONALLY AND DELIBERATELY GIVES UP HIS OR HER RIGHT TO A JURY TRIAL AS TO ANY SUCH DISPUTE, and 2. The Depositor agrees that any such Dispute may, at the option of either the Depositor or the Custodian, be submitted to a Judicial Referee, as described below. By executing the Adoption Agreement, the Depositor waives his or her right to a trial by jury with regard to any dispute between the Custodian and the Depositor. In addition, the Depositor agrees to the alternative Dispute resolution procedures described below. Filing a Lawsuit: Request to the Court. If a Dispute cannot be resolved informally, either the Depositor or the Custodian may file a lawsuit in an appropriate Court. After a lawsuit has been filed, either the Depositor or the Custodian may then make a written request to the Court for Judicial Reference to resolve the Dispute in accordance with the provisions of this Agreement and applicable state law. This means that either the Depositor or the Custodian can require Judicial Reference to resolve the Dispute. (This also means that if neither the Depositor nor the Custodian makes a timely written request to the Court for Judicial Reference, then the Dispute will continue to be handled like any other lawsuit filed in the Court, except that there will be no jury.) Choosing the Referee: Right to Object to a Referee Chosen by the Court. Once the Court approves a request for Judicial Reference, the Depositor and the Custodian agree to work together to choose a neutral individual to act as the Referee. The Referee must be a retired judge with at least five years of judicial experience in civil matters. If the Depositor and the Custodian are not able to agree upon an individual, then a judge of the Court where the lawsuit was filed shall appoint an individual with the required qualifications to serve as the Referee. Both the Depositor and the Custodian have the right to object to a Referee on the grounds of bias or, in general, for other reasons for which a judge of the Court might be disqualified from sharing a lawsuit. Referee s Authority. The Referee instead of a judge or a jury has the authority to decide all issues of law or of fact involved in the Dispute. This means that the Referee also has the authority to resolve any disagreement about whether the Judicial Reference provisions of this Agreement apply to the Dispute, and to decide on the interpretation, legality, and enforceability of this Agreement. Matters the Referee Cannot Decide. If the Referee determines that part of the Dispute is not subject to this Agreement for Judicial Reference, then the Depositor and the Custodian agree to stay all legal proceedings involving that part of the Dispute that is not subject to Judicial Reference, until after the Referee has decided the rest of the Dispute. Other Legal Rights the Depositor and the Custodian Keep in Judicial Reference. This Agreement for Judicial Reference does not limit the rights the Depositor or the Custodian may have to exercise self-help remedies such as setoff, or to obtain or oppose provisional or ancillary remedies (such as an attachment or a restraining order) from a Court or competent jurisdiction before, during, or after the Judicial Referee proceedings. Pursuing or opposing any such remedies does not waive the Depositor s right or the Custodian s Judicial Reference pursuant to this Agreement. Right to Counsel. The Depositor and the Custodian both have the right to be represented by legal counsel at every stage of the Judicial Reference proceedings. Referee s Decision: Right to Appeal. The Referee must submit a written Statement of Decision to the Court promptly after all of the testimony has been given. Once the Referee s Statement of Decision has been filed with the Court, it has the same legal effect as if a judge or jury in a Court of law had decided the Dispute. Among other things, this means that both the Depositor and the Custodian have the right to appeal the Referee s Statement of Decision on any basis permitted by law. Fees and Expenses. The fees of the Referee and other costs of the Judicial Reference shall be paid by the Bank, unless the Referee provides otherwise in the Statement of Decision. Small Business Retirement Plan Trust Agreement The Custodial Agreement for the Small Business Retirement Plan is in our booklet, Prototype Defined Contribution Retirement Plan and Trust for Small Businesses Employer s Guide & Plan and Trust Documents, provided at the time the plan is established. UNIONBANC INVESTMENT SERVICES LLC AGREEMENT This Agreement governs the terms and conditions of the Depositor s/ Investor s accounts with Union Bank, N.A., (Bank) and UnionBanc Investment Services (Investment Services), and shall become effective with the Bank when accepted by the Bank, and with Investment Services and National Financial Services (NFS), as defined below, when they have accepted it in their respective offices. Upon such acceptances, the Depositor/Investor will have an account(s) with the Bank or Investment Services, or both, (should they have an account with UnionBanc Investment Services, they will be referred to as Investor ), to be used for buying and selling securities and other properties according to the investor s instructions. In consideration for the Bank and/or Investment Services accepting the Depositor s/investor s account(s), (Account(s)), the Depositor/Investor agrees to the following provisions. Securities available through UnionBanc Investment Services, LLC (With the exception of deposit sweep balances), Are NOT Bank deposits Are not obligations of, or guaranteed by, UnionBanc Investment Services, LLC, any bank, or any subsidiary or affiliate thereof: Are not insured or guaranteed by the FDIC or, unless they are government securities, by any other government agency; Involve investment risk, including the possible loss of principal. THE INVESTOR ALSO AGREES TO OBTAIN AND READ THE PROSPECTUS OF ANY MUTUAL FUND AND THE OFFERING MEMORANDUM FOR ANY NEW-ISSUE SECURITY THE DEPOSITOR/INVESTOR INSTRUCTS THE BANK OR INVESTMENT SERVICES TO PURCHASE. Meanings of Words in This Agreement As used in this Agreement, Depositor refers to the person and others who are legally obligated on the Bank Account; Depositor/Investor refers to a person or others who are legally obligated on the UBIS account and/ or are authorized to take actions with respect to investments in the Bank Account on the Depositor s behalf, or investments in the UBIS account on the Investor s behalf; or the entity on whose behalf this Agreement is executed. Their, our, its, or we refers to the Bank and/or Investment Services as the context requires, and their officers, directors, agents, and/ or employees. Unless reference is specifically made herein to an Account with the Bank or an Account with Investment Services, references to Account shall apply to all accounts the Depositor/Investor has with the Bank and/or Investment Services. A reference to securities means securities of any kind and nature, whether for present or future delivery. The words, other property mean investments other than securities, including precious metals, money market instruments, and financial instruments, such terms to include, but not be limited to, certificates of deposit, bankers acceptances, and commercial paper. Proprietary Money Market Fund means any registered money market mutual fund advised by the Bank or an affiliate that Investment Services has made available for the Account. References to Retirement Plan, Retirement Account, or IRA mean qualified retirement plans, Individual Retirement Accounts (Traditional and Roth), Coverdell Education Savings Account (ESAs), and similar tax-exempt retirement, education, or savings arrangements. Retirement Plan Provisions The Depositor/Investor represents and agrees as follows: a. The Depositor/Investor is a Participant or Grantor of that certain Retirement Account, or the Employer or Participant of that certain Retirement Plan described above. The Depositor/Investor is of legal age and authorized to enter into this Agreement. The Depositor/Investor is entitled to direct investments in the Depositor s/investor s IRA or Retirement Plan under the terms of such plan. The Depositor/Investor understands that all information supplied will be subject to verification, and that the information on the application is correct. The Depositor/ Investor understands that Investment Services has entered into an agreement with NFS (a New York Stock Exchange (NYSE) member firm) to execute and clear all brokerage transactions. The Depositor/ Investor understands that neither Investment Services nor NFS provides investment advice in connection with this Account for the purchase or sale of stocks or options, nor does Investment Services give advice or offer any opinion with respect to the suitability of any such stocks or options, and that no fiduciary relationship exists. b. The Depositor/Investor understands that ownership of each Investment Services Account shall be held in the name of Union Bank, N.A., as Trustee/Custodian for the Depositor/Investor as an IRA Participant/ Grantor or Retirement Plan Employer/Participant under the plan named. The Depositor/Investor understands that all dividends and interest will be deposited into the Account at the Bank or swept into the designated money market fund indicated under Account Service Instructions. c. The Depositor/Investor appoints Investment Services as agent for the purpose of carrying out the Depositor s/investor s directions to Investment Services in accordance with the terms and conditions of this Agreement with Investment Services for the Depositor s/investor s 20 21 UBC2868_84453_1111_SmallBiz_AllAbout_Fa.indd 20-21

IRA or Retirement Plan, and at the risk of the Depositor s/investor s IRA or Retirement Plan with respect to the purchase or sale of securities. To carry out the Depositor s/investor s duties, Investment Services is authorized to open or close brokerage accounts, place and withdraw orders, and take such other steps as are reasonable to carry out the Depositor s/investor s directions. The Depositor/Investor acknowledges having received a copy of Union Bank s current Guidelines for Investment Services Account and agrees not to direct Investment Services to make purchases of investments that are not acceptable to the Trustee/Custodian. By directing Investment Services to make a purchase of securities, the Depositor/Investor understands that the Bank, as Trustee/Custodian, is automatically authorized to withdraw funds from the Core Account described, but if it should be insufficient, from any savings account or certificate of deposit maintained at the Bank as an investment of the Depositor s/investor s IRA or Retirement Plan to cover the amount due on purchases by 2:00 p.m. Eastern Standard Time on settlement date. The Depositor/Investor agrees to deliver any securities in possession in sufficient time to be received by Investment Services on settlement date. The Depositor/Investor understands that a transaction fee may be paid to the Bank. The Depositor/Investor agrees to hold the Trustee/Custodian, the Bank, and Investment Services harmless from any liability for early withdrawal penalties that might be assessed against the Depositor s/investor s IRA or Retirement Plan by reason of withdrawals to pay for securities purchased at the Depositor s/ Investor s direction. No provision of this Agreement concerning liens or security interest shall apply to the extent such application would be in conflict with any provisions of ERISA or the Internal Revenue Code relating to retirement accounts. d. The Depositor/Investor agrees that Investment Services shall be entitled to compensation for its services in accordance with its current schedule of charges for accounts for IRAs and Retirement Plans and that Investment Services may deduct such charges from assets held in the Depositor s/investor s Account. e. The Depositor/Investor authorizes Investment Services to release information regarding the status and history of the Depositor s/ Investor s account to others, including (without limitation) our parent company and affiliates. Information also may be released about the Depositor s/investor s account and the transactions the Depositor/ Investor performs: to third parties where it is necessary or helpful in verifying and completing transactions; to verify the existence and condition of the Depositor s/investor s account for account verification services; to consumer reporting agencies; to merchants with whom we are doing business; to financial institutions and members of a network that process the Depositor s/investor s electronic transfers; when the Depositor/Investor gives Investment Services oral or written consent; to paying agencies after the death or incapacity of a recipient or beneficiary of recurring direct deposit payments; and to comply with the law or a court order. Bank/Investment Services Accounts 1. Authority and Ownership. The Depositor/Investor represents that the Depositor/Investor has the legal capacity to enter into this Agreement and is authorized to do so. The Depositor/Investor will provide Investment Services with all necessary documentation authorizing the opening of, and effecting transactions in, the Depositor s/investor s Account. The Depositor/Investor will be the owner of all securities and other property purchased, held, and sold in the Depositor s/investor s Account, or will otherwise have the authority to purchase, hold, and sell securities and other property. The information the Depositor/Investor provides Investment Services with respect to opening the Depositor s/investor s Account is true and correct in all respects, and the Depositor/Investor will notify Investment Services of any material changes. If the Depositor/ Investor is an employee of a bank, broker-dealer, municipal securities dealer, or client of a bank that has referred the Depositor/Investor to Investment Services, the Depositor/Investor will notify Investment Services thereof at or before the time the Depositor s/investor s Account is opened, or at such later time as the Depositor/Investor becomes such. The Depositor/Investor authorizes Investment Services to send duplicate confirmations to the Depositor s/investor s employer or referring entity, respectively, if the Investment Services is requested or required to do so. 2. Appointment of Bank/Investment Services as Agent. The Depositor/ Investor appoints Investment Services as the Depositor s/investor s agent for the purpose of carrying out the Depositor s/investor s directions with respect to the purchase, sale, and settlement of securities and other property in accordance with this Agreement, and the Depositor/Investor assumes all risks with respect to the purchase and sale of securities and other property. The Depositor/Investor authorizes Investment Services to take such steps as are reasonably necessary to carry out the Depositor s/ Investor s directions and the duties of Investment Services including, but not limited to, appointing and using independent contractors or subagents including NFS for Investment Services Accounts. To carry out the Depositor s/investor s directions, Investment Services and such agents are authorized to open and close Accounts; maintain customer records; hold securities and other property in bearer, registered, or book entry form; and place and withdraw orders. 3. Clearing Broker Relationship. The Depositor/Investor understands that all information supplied will be subject to verification, and that all information is correct. The Depositor/Investor understands that Investment Services has entered into an agreement with NFS to execute and clear all brokerage transactions. NFS will provide margin loans if authorized. The Depositor/Investor understands that neither Investment Services nor NFS provides investment advice for the purchase or sale of stock or options in connection with this Account, nor does Investment Services give advice or offer any opinion with respect to the suitability of any such stock or options, and that no fiduciary relationship exists. Transactions for securities and other property may also be executed through other entities including the Bank and its affiliates and, if permissible, that the Bank or an affiliate may serve as principal and receive compensation. The Depositor/Investor understands that Investment Services may share with, remit to, or otherwise pay NFS for its services from commissions and/or fees charged by Investment Services. The Depositor/Investor further understands that unless the Depositor/Investor instructs Investment Services otherwise, securities and other property purchased for the Depositor s/investor s Investment Services Account will be held by NFS, and the securities and cash in the Depositor s/investor s Investment Services Account will be protected by the Securities Investor Protection Corporation to the maximum amount allowed by law. 4. Purchase and Sale Orders/Settlement/Interest and Dividends. (a) Purchase and Sale Order. Securities or other property the Depositor/ Investor may have in his or her possession must be received by UnionBanc Investment Services in good transferable form prior to execution of any sell order. Unless the Depositor/Investor specifies that the order be executed on a specific exchange or market, and Investment Services had agreed to such execution, UnionBanc Investment Services will, at its sole discretion and without prior notice to the Depositor/ Investor, execute any order to purchase or sell securities in any location or on any market or exchange, including a foreign exchange, where such security is traded. The Depositor/Investor will not buy or sell any securities or other property of an insurer of which the Depositor/Investor is an affiliate, or sell any restricted securities, except in compliance with acceptable laws and regulations and with prior notice to UnionBanc Investment Services thereof. Investment by check may be promptly credited to the Depositor s/ Investor s Settlement Account. Investment credited to a Settlement Account that is invested in a Proprietary Money Market Fund will earn dividends, if any, as described in the Fund s prospectus. The Depositor/ Investor understands that access to the redemption proceeds of shares of a Mutual Fund purchased with checks may be withheld for up to seven days, 20 days for acceptable foreign checks, to assure that such checks have been collected. Such withholding may result in dishonor of checks or rejection of other debit items if monies are not otherwise available to the Depositor/Investor within the Depositor s/investor s Account. (b) Settlement. If the Depositor/Investor has designated a bank account as the Settlement Account in connection with the Depositor s/investor s Account with the Bank and/or UnionBanc Investment Services, or if the Depositor/Investor has designated a core account investment vehicle (Bank Deposit Sweep Program (BDSP) or HIGHMARK CALIFORNIA TAX-FREE MONEY MARKET FUND) as the UB Deposit Account in connection with the Depositor s/investor s UnionBanc Investment Services Account (in either or both cases, the Settlement Account ), then the Depositor/Investor authorizes UnionBanc Investment Services to debit the Depositor s/investor s Settlement Account for payment of all debit items to the Depositor s/investor s Account including, but not limited to, checks, margin payments, securities, and other property purchased by the Depositor/Investor as such debts become due, and to credit the Depositor s/investor s Settlement Account with the proceeds of securities and other property sold, and interest, dividends, and other payments received by UnionBanc Investment Services on the Depositor s/investor s behalf. Redemptions of shares in a Proprietary Money Market Fund will be redeemed at its net asset value. In the case of settlement through a bank account, the Depositor/ Investor also authorizes and requests the designated bank to accept such debit and credit entries. The bank is to debit or credit the amount requested to the Depositor s/investor s Account, without responsibility for the correctness of the transaction or the existence of any further authorization from the Depositor/Investor. The Depositor/Investor hereby ratifies any telephone instructions given that relate to this authorization. The Depositor/Investor agrees to have a sufficient Collected Balance (as such term is defined herein) in the Settlement Account, or to deliver sufficient collected funds to UnionBanc Investment Services on or before the settlement date, for payment for all securities and other property purchased for the Depositor s/investor s Account, including commissions and fees, and if the Depositor/Investor fails to do so, UnionBanc Investment Services may refuse to execute the Depositor s/ Investor s transaction or cancel it without notice to the Depositor/ Investor and the Depositor/Investor will be liable for any resulting loss. Deposits shall constitute Collected Balances as follows: deposit of cash shall be considered collected at the time of deposit; non-cash items shall be considered collected when the depository in which the item is deposited receives final credit on its books for the item. The Depositor/Investor agrees that the Depositor/Investor shall at all times be liable for the payment upon demand of any debit balance or other obligations owing in any of the Depositor s/investor s Accounts, and the Depositor/Investor shall be liable to UnionBanc Investment Services for any deficiency remaining in any such Accounts in the event of the liquidation thereof, in whole or in part, by UnionBanc Investment Services or by the Depositor/Investor, and the Depositor/Investor shall make payment of such obligations and indebtedness upon demand. All transactions in any of the Depositor s/investor s Accounts are to be paid for or securities delivered no later than 2:00 p.m. Eastern Standard Time on the settlement date. The Depositor/Investor agrees that if after demand, the Depositor/Investor fails to pay the indebtedness, UnionBanc Investment Services may close the Depositor s/investor s Account and liquidate the assets in the Depositor s/investor s Account in an amount sufficient to pay the Depositor s/investor s indebtedness. (c) Settlement Sweep/Bank Account. If the Depositor/Investor has designated BDSP 3 or HIGHMARK CALIFORNIA TAX-FREE MONEY MARKET FUND as a core account investment vehicle (BDSP or HIGHMARK CALIFORNIA TAX-FREE MONEY MARKET FUND) for the Depositor s/ Investor s UnionBanc Investment Services Account, the Depositor/ Investor acknowledges receipt of the Program Disclosure or prospectus for HIGHMARK CALIFORNIA TAX-FREE MONEY MARKET FUND and the Depositor/Investor authorizes, but does not require, UnionBanc Investment Services to automatically invest in such core account investment vehicle, on a daily basis, the free credit balances in the Depositor s/investor s UnionBanc Investment Services Account (such balances defined as cash that may be transferred without giving rise to interest charges), in excess of $1.00, including interest and dividends paid to the Depositor/Investor. The Depositor/Investor understands that any such automatic investment by UnionBanc Investment Services shall be subject to prior payment by UnionBanc Investment Services, and on the Depositor s/investor s behalf, of any margin loan balances and any other obligation in the Depositor s/investor s Account including, but not limited to, settlement of securities transactions. Amounts of less than $1.00 will be automatically invested weekly. For securities sold or purchased through UnionBanc Investment Services and any resulting debit or credit balances, the Depositor/Investor hereby authorizes UnionBanc Investment Services to automatically settle all transactions through the core account investment vehicle designated in the application. In the event that the Depositor/Investor carries a margin account with NFS, the Depositor/Investor further authorizes UnionBanc Investment Services to transfer from the designated Fund account any sums necessary to maintain the required minimum equity in such margin accounts. In the event that the Depositor s/investor s core account investment vehicle is insufficient to cover any debits (via trades or margin calls), the Depositor/Investor hereby authorizes UnionBanc Investment Services to automatically settle any part of a remaining transaction through the bank account designated in the application. However, in the event such Account contains insufficient funds to cover the transaction, the Depositor/Investor authorizes UnionBanc Investment Services to instruct the Bank to, and the Bank may, debit any of the Depositor s/investor s savings, time, money market, or other deposit accounts at the Bank or any such Bank accounts in which the Depositor/Investor has an interest for the amount of any insufficiency. The Depositor s/investor s account statement details all activity in the core account investment vehicle. This is provided in lieu of a confirmation that might otherwise be provided to the Depositor/Investor with respect to those transactions. (d) Interest and Dividends. Interest and dividend payments, with respect to the assets in the Depositor s/investor s Account, will be credited to the Depositor s/investor s Settlement Account when paid. If the Depositor/ Investor has a UnionBanc Investment Services Account, such credits will be made electronically. If the Depositor s/investor s Settlement Account is a deposit account with the Bank, these transfers are subject to the Electronic Banking Agreement and Disclosure the Depositor/Investor received in conjunction with the Depositor s/investor s deposit account. If the Depositor/Investor has not authorized use of a Settlement Account, settlement will be by check or wire transfer, if the Depositor/ Investor has separately arranged with UnionBanc Investment Services for wire transfer settlement. Unless UnionBanc Investment Services notifies the Depositor/Investor otherwise, securities and other property in, and purchased/sold for, the Depositor s/investor s Account with the Bank will be held by the Bank pursuant to the additional Custody or Safekeeping provisions herein; and unless UnionBanc Investment Services notifies the Depositor/Investor otherwise, securities and other property in, and purchased/sold for, the Depositor s/investor s UnionBanc Investment Services Account will be held by NFS. 5. Purchase of Precious Metals. The Depositor/Investor understands that purchase of precious metals for the Depositor s/investor s IRA is not permitted. 6. Options. The Depositor/Investor agrees that in giving orders to sell, all long sale orders will be designated as long by the Depositor/Investor, and that the designation of a sell order as long is a representation on the Depositor s/investor s part that the Depositor/Investor owns the security and, if the security is not in his or her possession, the Depositor/Investor will deliver it on or before the settlement date. Short sale orders are prohibited. 7. Proprietary Money Market Funds. If the Depositor/Investor has authorized a Proprietary Money Market Fund to be used as the Depositor s/ Investor s core account investment vehicle, the Depositor/Investor 22 23 UBC2868_84453_1111_SmallBiz_AllAbout_Fa.indd 22-23

acknowledges that the Bank performs various roles in connection with such Funds including, without limitation, investment advisory, subadministrator, custodian, sub-fund accountant, sub-transfer agent, and shareholder servicing agent, and that the Bank receives fees from such Funds for such services in addition to any other fees the Bank may receive pursuant to this Agreement. Investments in the Proprietary Mutual Funds are not deposits, and are not obligations of or endorsed or guaranteed in any way by the Bank or Investment Services, nor are they insured by the Federal Deposit Insurance Corporation. For those investments allocated to a money market fund, it is fundamental policy to use every effort to maintain a stable net asset value of $1.00. There is no assurance that a fund will be able to do so. Shares of HighMark Funds, like all mutual fund shares, involve risk, including possible loss of principal amount invested. 4 8. Fees and Charges. The Depositor/Investor understands that UnionBanc Investment Services will charge commissions and other fees for execution of the Depositor s/investor s transactions, and UnionBanc Investment Services may charge for the custody and/or safekeeping of the Depositor s/investor s securities and other property if the Depositor/ Investor has requested custody and/or safekeeping services of UnionBanc Investment Services, as well as impose various service charges and other fees relating to the Depositor s/investor s Account. UnionBanc Investment Services compensation may consist of certain fees and allowances, including service payments or a percentage of a sales load, which UnionBanc Investment Services may receive from mutual funds, as disclosed in the mutual fund prospectuses. In addition, UnionBanc Investment Services may receive distribution fees from a fund under a fund s 12b-1 plan. The Depositor/Investor understands that employees of the Bank and/or UnionBanc Investment Services may be paid a portion of any compensation received. The Depositor/Investor understands that purchases of no-load mutual funds directly from insurer, principal underwriter, or distributor may be available without transaction fees. For further information, the Depositor/Investor will consult the prospectus to the funds. The Depositor/Investor understands that the Bank or an affiliate may, if legally permissible, act as principal in the sale of certain securities and receive compensation for its services. The Depositor/ Investor agrees to pay all such charges, commissions, and fees by check at UnionBanc Investment Services then prevailing rates, or, if the Depositor/ Investor has a Settlement Account, the Depositor/Investor authorizes UnionBanc Investment Services to debit the Depositor s/investor s Settlement Account for the amount thereof. The Depositor/Investor also understands that Union Bank fees and UnionBanc Investment Services fees and commissions are subject to change. 9. Statement/Confirmations. The Depositor/Investor agrees to promptly examine all statements and confirmations sent to the Depositor/ Investor in connection with the Depositor s/investor s Account. The Depositor/Investor understands that the Depositor s/investor s UnionBanc Investment Services Account statement is provided in lieu of a confirmation, which may otherwise be provided. The Depositor/ Investor will notify UnionBanc Investment Services of any objections to information reported to the Depositor/Investor within ten (10) days after UnionBanc Investment Services makes the statement available to the Depositor/Investor and within five (5) days after UnionBanc Investment Services makes a confirmation available to the Depositor/Investor. Otherwise, such information will be deemed approved. UnionBanc Investment Services may request the Depositor/Investor to provide such documentation as may be necessary to substantiate the Depositor s/ Investor s claim. The Depositor/Investor may request a confirmation for any transaction effected on the Depositor s/investor s behalf, and such confirmation shall be sent within the time prescribed by law. The market values, ratings, and prices reported on statements represent the prices, ratings, and values provided to the Bank and UnionBanc Investment Services by third-party quotation services generally recognized as industry experts. The Bank does not guarantee the accuracy of such values, ratings, and prices. The actual price at which securities may be bought and sold may be significantly different from those shown on the statement. 10. Instruction and Recordings. Except as provided herein with respect to Safekeeping services (as defined below) if the Depositor/Investor elects to subscribe to such services, the Depositor/Investor authorizes UnionBanc Investment Services to act on telephone, telex, wire, written, fax, and any other instructions UnionBanc Investment Services believes in good faith to be authorized by the Depositor/Investor. For mutual protection, the Depositor/Investor authorizes UnionBanc Investment Services to record any telephone conversations without further reminding the Depositor/Investor of the recording. The Depositor/Investor agrees that the Bank, UnionBanc Investment Services, NFS, or any transfer agent will not be liable for, and the Depositor/Investor agrees to hold the Bank, UnionBanc Investment Services, NFS, or any transfer agent harmless from, any claim or expense arising in connection with the Bank, UnionBanc Investment Services, NFS, or any transfer agent complying with instructions or requests with respect to the Depositor s/investor s Account, which UnionBanc Investment Services believes in good faith to be authorized by the Depositor/Investor. 11. Advice. The Depositor/Investor assumes all responsibility and risk for the investment, review, and reinvestment of all securities and other property in the Depositor s/investor s Account. UnionBanc Investment Services shall make all purchases, sales, exchanges, investments, and reinvestments only upon receipt of, and pursuant to, the Depositor s/ Investor s instructions. UnionBanc Investment Services shall have no duty or obligation to review or make recommendations for the investment or reinvestment of any securities or other property in the Account, including un-invested cash. UnionBanc Investment Services shall have no responsibility for monitoring financial publications for, or notifying the Depositor/Investor of, notices of redemption, conversions, exchanges, calls, puts, subscription rights, and script certificates ( Corporate Actions ), and shall not be obligated to take any action with respect thereto. UnionBanc Investment Services shall have no discretionary power or control over any decisions made by or on behalf of the Depositor/ Investor, whether or not any advice UnionBanc Investment Services may render is used in the Depositor s/investor s decision. The Depositor/ Investor understands that any advice that UnionBanc Investment Services may render is solely incidental to the conduct of his or her business under this Agreement, that such advice will not serve as the primary basis for any decision by or on behalf of the Depositor/Investor, and UnionBanc Investment Services may change recommendations without notice to the Depositor/Investor. The Depositor/Investor further understands that UnionBanc Investment Services believes its advice is based on information from sources UnionBanc Investment Services considers reliable. UnionBanc Investment Services does not warrant the accuracy, completeness, or reliability of this information. In this regard, if UnionBanc Investment Services supplies a prospectus, offering circular, or other materials related to an investment, UnionBanc Investment Services similarly believes the prospectus is based on information from sources UnionBanc Investment Services considers reliable, but UnionBanc Investment Services does not warrant the accuracy, completeness, or reliability of the information. The Depositor/Investor understands that UnionBanc Investment Services does not endorse any particular investment product specifically, including any mutual fund, that Investment Services or its affiliates advise. General 12. Credit/Account Information. The Depositor/Investor authorizes UnionBanc Investment Services and its agents at their discretion to obtain reports and exchange information with others about the Depositor s/investor s credit and business relationships. Upon the Depositor s/investor s request, UnionBanc Investment Services will inform the Depositor/Investor if UnionBanc Investment Services has obtained any consumer credit reports from a consumer reporting agency, and if so, the name and address of the consumer reporting agency that furnishes it. Unless the Depositor/Investor instructs UnionBanc Investment Services otherwise, the Depositor/Investor authorizes UnionBanc Investment Services to disclose the Depositor s/ Investor s name, address, and securities positions to issuers in whose securities the Depositor/Investor holds a position. The Depositor/Investor authorizes UnionBanc Investment Services to release information regarding the status and history of the Depositor s/ Investor s Account to others, including (without limitation) its parent company and affiliates. Information also may be released about the Depositor s/investor s Account and the transactions UnionBanc Investment Services performs: to third parties where it is necessary or helpful in verifying and completing transactions; to verify the existence and condition of the Depositor s/investor s Account for account verification services; to consumer reporting agencies; to merchants with whom the Depositor/Investor is doing business; to financial institutions and members of a network that processes the Depositor s/investor s electronic transfers; when the Depositor/Investor gives UnionBanc Investment Services oral or written consent; to paying agencies after the death or incapacity of a recipient or beneficiary of recurring direct deposit payments; and to comply with the law or a court order. 13. Indemnity/Limit of Liability. The Depositor/Investor agrees to indemnify, defend, and hold UnionBanc Investment Services harmless from and against all claims, demands, proceedings, and all liabilities and expenses, including attorneys fees, in connection therewith, arising out of UnionBanc Investment Services acting in accordance with any instructions from the Depositor/Investor or someone purporting to be the Depositor/Investor, or otherwise in connection with this Agreement unless caused by UnionBanc Investment Services gross negligence or willful misconduct. The Depositor/Investor agrees that the Depositor/ Investor will pay or reimburse UnionBanc Investment Services for the reasonable costs and expenses of collection of the debit balance or any unpaid deficiency in the Depositor s/investor s Account, including, but not limited to, attorneys fees incurred by UnionBanc Investment Services. The provisions of this paragraph shall survive any termination of this Agreement and shall be binding on the Depositor s/investor s successors and assigns. 14. Extraordinary Events. The Bank, UnionBanc Investment Services, or NFS shall not be liable for any loss or delay caused directly or indirectly by war, natural disasters, government restrictions, exchange or market rulings, extraordinary exchange or market conditions, telecommunications, utility, or equipment failures, or other conditions beyond the Bank s, UnionBanc Investment Services, or NFS s control including, but not limited to, market volatility or trading volumes. 15. Security Interest. Any credit balances, securities, or other property in which the Depositor/Investor may have an interest held by NFS shall be subject to a general lien for the discharge of the Depositor s/investor s obligations to UnionBanc Investment Services, and UnionBanc Investment Services may sell, transfer, or assign any such securities or other property to satisfy a margin deficiency or other obligation whether or not UnionBanc Investment Services has made advances with respect to such property. Without notice to the Depositor/Investor, such property may be carried in his or her general accounts, and all securities may be pledged, re-pledged, hypothecated, or re-hypothecated, separately or in common with other securities or any other property, for the sum due to UnionBanc Investment Services or for a greater sum, and without retaining in UnionBanc Investment Services possession and control for delivery a like amount of similar securities or other property. At any time in its discretion, UnionBanc Investment Services may, without notice to the Depositor/Investor, apply or transfer any securities or any other property interchangeable between the Depositor s/investor s Accounts, whether individual or joint, from any of the Depositor s/investor s Accounts to any Account guaranteed by the Depositor/Investor. UnionBanc Investment Services is specifically authorized to transfer to the Depositor s/investor s Account, on the settlement day following a purchase made in that Account, excess funds available in any of the Depositor s/investor s Accounts, including, but not limited to, any free balances in any margin account sufficient to make full payment of such cash purchase. The Depositor/Investor agrees that any debit occurring in any of the Depositor s/investor s Accounts may be transferred by UnionBanc Investment Services at its option to the Depositor s/investor s margin account. 16. Governing Law and Applicable Regulations. Except as otherwise provided in paragraph 28, this Agreement and all transactions hereunder shall be governed by the laws of the state of California without giving effect to the choice of law or conflict of laws provisions thereof. All transactions for the Depositor s/investor s Account shall be further subject to the regulations of all applicable federal, state, and regulatory agencies including, but not limited to, the Securities and Exchange Commission, the applicable self-regulatory organizations, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, and the constitution, rules, and customs of the exchange or market (and its clearinghouse, if any) where executed. Actual deliveries are intended on all transactions. The Depositor/Investor agrees not to exceed the exercise limits and/or position limits set by the option exchanges for the Depositor s/investor s own Account, acting alone or in concert with others. 17. Amendments/Termination. The Depositor/Investor understands that UnionBanc Investment Services may amend or terminate this Agreement or provide the Depositor/Investor with additional disclosures at any time, in any respect, effective upon sending notice to the Depositor/Investor. The Depositor s/investor s use of the services provided hereunder after UnionBanc Investment Services sends such amendment, notice, or disclosure shall constitute the Depositor s/investor s agreement thereto. UnionBanc Investment Services may also, in its discretion, terminate or restrict the services contemplated hereunder at any time, effective upon sending notice to the Depositor/Investor. The Depositor/Investor has the right to terminate this Agreement at any time. The Depositor/Investor will continue to be responsible for any obligations the Depositor/Investor incurred prior to any termination. 18. Notices. All written communications shall be sent to the Depositor/ Investor by first class mail, postage paid, at the address the Depositor/ Investor has specified to UnionBanc Investment Services in writing. The Depositor/Investor shall send written communications to UnionBanc Investment Services by first class mail, postage paid, to the address indicated on the application. Any communication sent accordingly shall be considered delivered to the party to whom addressed, whether or not actually received, on the earlier of the actual delivery date or five days after it is sent. Any party may change the address where notice may be given with ten (10) days prior written notice of such changes to the other party. 19. Entire Agreement. This Agreement, including any agreement incorporated herein by reference, constitutes the entire Agreement among the parties with respect to the Depositor s/investor s Accounts. All previous agreements and instructions whether written or oral, between the Bank or UnionBanc Investment Services and the Depositor/Investor, with respect thereto, are hereby superseded. 20. Taxation of Account. The Depositor/Investor is responsible for filing any and all tax returns, and for paying the taxes on all securities and other property and income of the Depositor s/investor s Account. 21. Account Protection. Securities in accounts carried by National Financial Services, (NFS) are protected by the Securities Investor Protection Corporation (SIPC), which protects securities customers of its members up to $500,000, including $100,000 for claims for cash. Customers may obtain information about SIPC, including the SIPC explanatory brochure, by accessing the SIPC website at www.sipc.org or upon request by telephone at 1-202-371-8300. In general, SIPC protects customers of UBIS, providing up to $500,000 securities protection, including $100,000 cash protection, per customer. SIPC provides protection against certain losses if UBIS fails financially and is unable to meet obligations to its securities customers. NFS has arranged for additional insurance protection for cash and securities to supplement its SIPC coverage. This additional protection covers total account net equity in excess of the $500,000/$100,000 coverage provided by SIPC. Neither coverage protects against a decline in the market value of securities. 22. Electronic Services. The Depositor/Investor hereby authorizes and requests that UnionBanc Investment Services and NFS provide the Depositor/Investor with access to and use of, one or more of, UnionBanc Investment Services electronic investment services (Automated 24 25 UBC2868_84453_1111_SmallBiz_AllAbout_Fa.indd 24-25

Telephone Investing, Online Investing, etc). The Depositor/Investor agrees that the Depositor/Investor will hold UnionBanc Investment Services harmless for any loss, liability, cost, or expense for acting on the Depositor s/investor s instruction. The Depositor/Investor understands that the investments the Depositor/Investor places through electronic services will be settled in the same manner as currently established for the Depositor s/investor s UnionBanc Investment Services Account. By using UnionBanc Investment Services electronic services, the Depositor/ Investor agrees to the following terms and conditions: (a) Disclaimers. Although investment and market data information available through these services is obtained from independent and reliable sources, UnionBanc Investment Services and NFS do not endorse this information or guarantee its accuracy, non-infringement, security, completeness, timeliness, or sequence, or give any express or implied warranties, including warranties of merchantability or fitness for a particular use. UnionBanc Investment Services and NFS do not guarantee investment performance, suitability, or profitability of a security or investment, or provide investment advice or recommendations, or provide legal, tax, or accounting advice. (b) Limitations of Liabilities. The Depositor/Investor agrees that UnionBanc Investment Services, NFS, and any other disseminating party shall not be liable, and agrees to indemnify and hold such parties harmless for any loss, damage, or expense for acting on the Depositor s/ Investor s instruction, or attributable to any inaccuracy, error, delay in, transmission or omission of, non-performance, interruption, or unavailability of any information due either to any act or omission not constituting gross negligence or willful misconduct by such parties or to any force majeure (i.e., flood, weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction) or to any other cause beyond the reasonable control of such parties. UnionBanc Investment Services, NFS, and any other disseminating party shall not be liable for any indirect, incidental, or consequential damages, including lost profits or trading losses arising out of reliance upon or the inability to access or use these services or any information. (c) Confidentiality. Maintaining confidentiality of the Depositor s/investor s Account is the Depositor s/investor s responsibility. The Depositor/ Investor agrees not to allow other persons or entities to access or use the Depositor s/investor s Account for any purpose, including order entry, inquiry, or for quotes. The Depositor/Investor agrees to maintain the Depositor s/investor s User Identification (User ID) number and Personal Identification Number (PIN) in strict confidence and to immediately notify UnionBanc Investment Services if there is unauthorized use of User ID, PIN, or other security data, or if there is a discrepancy in the account balance, stock position, or order status, or any other type of suspicious or unexplained occurrence relating to these services in the Depositor s/investor s Account. The Depositor/Investor agrees that use of these services may involve the transmission of personal financial information, including the identity, number, and net dollar price of shares traded, and that neither UnionBanc Investment Services nor NFS guarantees the security of electronic transmission of this and other information over the Internet. The Depositor/Investor consents to the electronic transmission of such information through these services. Due to the inherently limited security mechanisms for the Internet, neither UnionBanc Investment Services nor NFS guarantees the privacy, security, or authenticity of electronic transmissions. If the Depositor/Investor has already been assigned a User ID number for another account or accounts with UnionBanc Investment Services, or is registering multiple accounts, the Depositor/Investor may, but is not required to, have different User IDs for each account. All Users accessing via the same User ID are able to trade and obtain account information equally and from any and all accounts linked to that User ID. (d) Re-dissemination. The Depositor/Investor agrees not to cause or permit any information to be published, broadcast, retransmitted, reproduced, professionally or commercially exploited, or otherwise re-disseminated, or to be used to create any derivative works, including databases. (e) Trading. Investments placed through electronic services will be settled in the same manner as currently established for the Depositor s/ Investor s UnionBanc Investment Services Account. The Depositor/ Investor understands that orders entered through electronic services may be subject to UnionBanc Investment Services review and approval. Receiving an order reference number online or an order number on the phone is not an indication of an approved order. An approved order will be given the status Open in the Order Status/Open Orders section of the electronic services system. In the event that UnionBanc Investment Services does not approve the order, UnionBanc Investment Services may attempt to contact the Depositor/Investor as soon as possible at the Depositor s/investor s primary telephone number. UnionBanc Investment Services and NFS cannot be held responsible for any lost profits or increased losses that may result from their failure to accept the Depositor s/investor s order through electronic services. Trades placed through electronic services may be subject to broker review and release. Trades may experience a short delay prior to release to the market. UnionBanc Investment Services and NFS will not be held liable for any lost profits or increased losses due to such delays. Trades placed through electronic services while the market is closed will be released to the market when it reopens. (f) Termination. UnionBanc Investment Services reserves the right to terminate the Depositor s/investor s Online Investing access if the Depositor/Investor does not log on to the Online Investing secured area for 90 consecutive days. Payment for the Order Flow UnionBanc Investment Services or NFS transmits customer orders for execution to various exchanges or market centers based on a number of factors. These include size of order, trading characteristics of the security, favorable execution prices (including the opportunity for price improvement), access to reliable market data, availability of efficient automated transaction processing, and reduced execution costs through price concessions for the market centers. Certain of the market centers may execute orders at prices superior to the publicly quoted market in accordance with their rules or practices. While a customer may specify that an order be directed to a particular market center for execution**, the order-routing policies, taking into consideration all the factors listed above, are designed to result in favorable transaction processing for customers. UnionBanc Investment Services and/or NFS may receive remuneration, compensation, or other consideration for directing customer orders for equity securities to particular broker-dealers or market centers for execution. Such considerations may take the form of financial credits, monetary payments, or reciprocal business. **Note: Orders placed through any telephone, electronic, or online trading systems cannot specify a particular market center for execution. Notice to Customers New York Stock Exchange Rule 382 requires that UnionBanc Investment Services and NFS allocate between them certain functions regarding the administration of the Depositor s/investor s brokerage account. The following is a summary of the allocation services performed by UnionBanc Investment Services and NFS. A more complete description is available upon request. UnionBanc Investment Services is responsible for: Obtaining and verifying brokerage account information and documentation. Opening, approving, and monitoring the Depositor s/investor s brokerage account. Transmitting timely and accurate instructions to NFS with respect to the Depositor s/investor s brokerage account. Determining the suitability of investment recommendations and advice. Operating and supervising the Depositor s/investor s brokerage account and its own activities in compliance with applicable laws and regulations, including compliance with margin rules pertaining to the Depositor s/ Investor s margin account. Maintaining required books and records for the services it performs. NFS shall, at the direction of UnionBanc Investment Services: Execute, clear, and settle transactions processed through NFS by UnionBanc Investment Services. Prepare and send transaction confirmations and periodic statements of the Depositor s/investor s brokerage account (unless Investment Services has undertaken to do so); certain pricing and other information may be provided by UnionBanc Investment Services or obtained from third parties that has not been verified by NFS. Act as custodian for funds and securities received by NFS on the Depositor s/investor s behalf. Follow the instructions of UnionBanc Investment Services with respect to transactions and the receipt and delivery of funds and securities for the Depositor s/investor s brokerage account. Extend margin credit for purchasing or carrying securities on margin. UnionBanc Investment Services is responsible for ensuring that the Depositor s/investor s brokerage account is in compliance with federal, industry, and NFS margin rules, and for advising the Depositor/Investor of margin requirements. NFS shall maintain the required books and records for the services it performs. BROKERAGE ACCOUNT PREDISPUTE ARBITRATION AGREEMENT THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE. BY SIGNING AN ARBITRATION AGREEMENT, THE PARTIES AGREE AS FOLLOWS: (A) ALL PARTIES TO THIS AGREEMENT ARE GIVING UP THEIR RIGHT TO SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY, EXCEPT AS PROVIDED BY THE RULES OF THE ARBITRATION FORUM IN WHICH A CLAIM IS FILED. (B) ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION IS VERY LIMITED. (C) THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS, AND OTHER DISCOVERY IS GENERALLY MORE LIMITED THAN IN COURT PROCEEDINGS. (D) THE ARBITRATORS AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING, AND ANY PARTY S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED. (E) THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. (F) THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION. IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR ARBITRATION MAY BE BROUGHT IN COURT. (G) THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT. CLIENT UNDERSTANDS THAT JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. IF THE CUSTOMER FILES A COMPLAINT IN COURT AGAINST UNIONBANC INVESTMENT SERVICES THAT CONTAINS CLAIMS THAT ARE SUBJECT TO ARBITRATION PURSUANT TO THIS PREDISPUTE ARBITRATION AGREEMENT, UNIONBANC INVESTMENT SERVICES MAY SEEK TO COMPEL ARBITRATION OF THE CLAIMS THAT ARE SUBJECT TO ARBITRATION, PROVIDED THAT UNIONBANC INVESTMENT SERVICES MUST AGREE TO ARBITRATE ALL OF THE CLAIMS CONTAINED IN THE COMPLAINT IF THE CUSTOMER SO REQUESTS. THE CUSTOMER AGREES THAT ALL CONTROVERSIES THAT MAY ARISE BETWEEN THE PARTIES CONCERNING ANY ORDER OR TRANSACTION, OR THE CONTINUATION, PERFORMANCE, OR BREACH OF THIS OR ANY OTHER AGREEMENT BETWEEN US, WHETHER ENTERED INTO BEFORE, ON, OR AFTER THE DATE THIS ACCOUNT IS OPENED, SHALL BE DETERMINED BY ARBITRATION BEFORE A PANEL OF INDEPENDENT ARBITRATORS SET UP BY EITHER THE NEW YORK STOCK EXCHANGE, INC., OR FINRA, AS THE CUSTOMER MAY DESIGNATE. IF THE CUSTOMER DOES NOT NOTIFY UNIONBANC INVESTMENT SERVICES IN WRITING WITHIN FIVE (5) DAYS AFTER THE CUSTOMER RECEIVES FROM UNIONBANC INVESTMENT SERVICES A WRITTEN DEMAND FOR ARBITRATION, THEN THE CUSTOMER AUTHORIZES UNIONBANC INVESTMENT SERVICES TO MAKE SUCH A DESIGNATION ON THE CUSTOMER S BEHALF. THE CUSTOMER UNDERSTANDS THAT JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PREDISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION, OR WHO IS A MEMBER OF A PUTATIVE CLASS ACTION WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION, UNTIL: (I) THE CLASS CERTIFICATION IS DENIED; OR (II) THE CLASS IS DECERTIFIED; OR (III) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN. Financial Disclosure Growth in Investment IRA Value Growth in the value of your IRA will depend completely on the investment decisions you make; we can t make guarantees or projections. Growth in Fixed Rate IRA Deposits This supplemental projection is required by federal regulation even though the projections are not guaranteed and do not necessarily reflect the amounts the depositor would realize at the end of the respective period. Our projection of growth for regular contributions is based on the assumption that you will contribute $1,000 annually, deposited every year on the anniversary date of the opening of the IRA, at the interest rate of 1%, compounding daily. The rate of interest payable on the investment vehicles in which assets are invested is subject to changes and we cannot guarantee a constant rate for the duration of the IRA. In addition, a penalty may be required by federal regulations if withdrawal occurs prior to the maturity date of your investment certificate. Please see example below to calculate your net amount at withdrawal. Example using 1% interest rate Enter your age at account opening: At the end of year: Projected value of account: Early withdrawal penalty (if applicable) Example uses 3 month penalty (.25%) Net amount available at withdrawal 50 1 $1,010.05 -$2.53 $1,007.52 51 2 $2,030.25 -$5.08 $2,025.17 52 3 $3,060.70 $7.65 $3,053.05 53 4 $4,101.51 $10.25 $4,091.26 54 5 $5,152.78 -$12.88 $5,139.90 26 27 UBC2868_84453_1111_SmallBiz_AllAbout_Fa.indd 26-27

Projections using 1% interest rate. Insert your age at account opening and subsequent years to calculate the projected value of your account at ages 60, 65 and 70. Please refer to your certificate of deposit at account opening or contact your Union Bank branch for early withdrawal penalties on your account. ENDNOTES 1 Bank products available through Union Bank, N.A., such as Certificates of Deposit, are FDIC insured within permissible limits. 2 Securities available through UnionBanc Investment Services, LLC (With the exception of deposit sweep balances), Enter your age at account opening: At the end of year: Projected value of account (without early withdrawal penalties): 1 $1,010.05 2 $2,030.25 3 $3,060.70 4 $4,101.51 5 $5,152.78 6 $6,214.62 7 $7,287.13 8 $8,370.42 9 $9,464.59 10 $10,569.76 11 $11,686.04 12 $12,813.54 13 $13,952.37 14 $15,102.64 15 $16,264.47 16 $ 17,437.98 17 $18,623.28 18 $19,820.49 Insert early withdrawal penalties (if applicable): Net amount available at withdrawal: Enter your age at account opening: At the end of year: Projected value of account (without early withdrawal penalties): 31 $36,524.44 32 $37,901.56 33 $39,292.52 34 $40,697.46 35 $42,116.52 36 $43,549.84 37 $44,997.57 38 $46,459.85 39 $47,936.82 40 $49,428.64 41 $50,935.45 42 $52,457.40 43 $53,994.65 44 $55,547.35 45 $57,115.65 46 $58,699.71 47 $60,299.69 48 $61,915.75 Insert early withdrawal penalties (if applicable): Net amount available at withdrawal: Are NOT Bank deposits Are not obligations of, or guaranteed by, UnionBanc Investment Services, LLC, any bank, or any subsidiary or affiliate thereof: Are not insured or guaranteed by the FDIC or, unless they are government securities, by any other government agency; Involve investment risk, including the possible loss of principal. 3 Bank Deposit Sweep Program funds are FDIC-insured when they have been swept into a Union Bank deposit account and are SIPC-insured when they have been swept into a UnionBanc Investment Services brokerage account. Please note that FDIC and SIPC are two separate, unrelated insurance entities and have different types of coverage. For more information about FDIC coverage, please visit www.fdic.gov; and for more information about SIPC coverage, please visit www.sipc.org. 4 Mutual fund investing involves risk, including possible loss of principal. HighMark Funds Distributors, Inc., an affiliate of PFPC Distributors, Inc., is the principal underwriter of the HighMark Funds. HighMark Capital Management, Inc., a registered investment adviser, is a wholly owned subsidiary of Union Bank, N.A., and serves as investment adviser for HighMark Funds. Union Bank, N.A., a subsidiary of UnionBanCal Corporation, provides certain services to the Funds and is compensated for these services. NO BANK GUARANTEE, NOT FDIC INSURED, MAY LOSE VALUE. There is no guarantee that the Funds will meet their stated objectives. 5 For more information regarding Promotional Rate Time Deposits, requirements to open and maintain these accounts, and related fees, see the Union Bank All About Personal Accounts & Services Disclosure and Agreements or call Union Bank at 1-800-238-4486. 6 Consult your tax advisor regarding specific applicability of the Saver s Credit to your situation. Or, access IRS 560 Retirement Plans for Small Businesses online at www.irs.gov. 19 $21,029.74 49 $63,548.05 20 $22,251.14 50 $65,196.76 21 $23,484.81 51 $66,862.04 22 $24,730.88 52 $68,544.06 23 $25,989.48 53 $70,242.98 24 $27,260.72 54 $71,958.97 25 $28,544.74 55 $73,692.21 26 $29,841.67 56 $75,442.87 27 $31,151.63 57 $77,211.12 28 $32,474.75 58 $78,997.14 29 $33,811.17 59 $80,801.11 30 $35,161.02 60 $82,623.21 28 29 UBC2868_84453_1111_SmallBiz_AllAbout_Fa.indd 28-29

Notes Notes 30 31 UBC2868_84453_1111_SmallBiz_AllAbout_Fa.indd 30-31

2011 Union Bank, N.A. unionbank.com 84453 (11/11) UBC2868_84453_1111_SmallBiz_AllAbout_Fa.indd 32