Effective January 1, All About Business Accounts & Services and Global Treasury Management Services. Disclosure and Agreement

Transcription

1 Effective January 1, 2011 All About Business Accounts & Services and Global Treasury Management Services Disclosure and Agreement

2 Effective January 1, 2011 All About Business Accounts & Services Disclosure and Agreement

3 COMMUNICATION WITH US When you need to: Call Write Report a lost or stolen ATM Card or Debit Card, compromised PIN or online banking access code (call us immediately) Check account balance Check rate information Find out if a direct deposit has been made Report errors concerning ATM, Debit Card, ACH or online transactions, or check conversion Stop payment on checks written Cancel online bill payment Place a postdated check order Cancel preauthorized electronic payment (ACH) Automated service: 24 hours 7 days a week Personal service: 6:00 a.m. 11:00 p.m. (Pacific Time) 7 days a week (except Bank holidays) Union Bank Claims Operations B PO Box 2327 Brea, CA Report a wire transfer error Report an error regarding an ACH transaction not subject to Regulation E Contact your branch of account Direct Access wire customers may call :30 a.m. 5:00 p.m. (Pacific Time) Fax Union Bank Wire Services Division 1980 Saturn St. V Monterey Park, CA Union Bank Electronic Banking Dept. PO Box San Diego, CA Telephone Banking When you need to: Use Telephone Banking Ask questions about Telephone Banking Report errors concerning Telephone Banking transactions or cancel a Telephone Banking bill payment Reach Telephone Banking using a rotary phone Access TDD Telephone Banking for hearing-impaired customers The Private Bank Client Service Unit Priority Banking customer support Global Markets Foreign Exchange Call Automated service: 24 hours 7 days a week Personal service: 6:00 a.m. 11:00 p.m. (Pacific Time) 7 days a week (except Bank holidays) :00 a.m. 6:00 p.m. (Pacific Time) Monday Friday :00 a.m. 11:00 p.m. (Pacific Time) 7 days a week :30 a.m. 4:30 p.m. (Pacific Time) Monday Friday Write Union Bank Retail Customer Service B PO Box Los Angeles, CA

4 Any notice you are required to give us by law or by this Agreement, or other order or instruction you may give us, must be in writing and mailed or delivered to us at your office of account or any address we specify, unless prescribed otherwise in this Agreement. You agree that we shall be allowed a reasonable period of time to act upon any such notice, order or instruction. Table of Contents INTRODUCTION...1 Business Accounts...1 DEFINITION OF CERTAIN TERMS...1 BUSINESS CHECKING ACCOUNTS...3 Basic Business Checking...4 Business Tiered Interest Checking...4 Analyzed Business Checking...5 Nonprofit Checking...6 Interest on Lawyers Trust Account (IOLTA)...7 SIGNATURE BANKING SM...7 Signature Banking Basic Business Checking...7 PRIORITY BANKING...9 FOREIGN CURRENCY DEMAND ACCOUNTS...10 SAVINGS AND MONEY MARKET ACCOUNTS GENERAL INFORMATION...11 SAVINGS ACCOUNTS Business Savings...14 Business Preferred Savings SM...14 MONEY MARKET ACCOUNTS...14 Business MoneyMarket Account Business High Rate MoneyMarket SM Account Business Premium MoneyMarket Account...16 INFORMATION RELATING TO CHECKING, SAVINGS AND MONEY MARKET ACCOUNTS...16 Order of Processing Checks and Other Items...16 Account Statements Overdrafts and Overdraft Protection...19 Stop Payments...20 Postdated Checks Stale-Dated Checks Changing Account Types Check Orders and Bank-by-Mail Kits Substitute Checks Sub-Accounts TIME DEPOSIT ACCOUNTS Deposits and Withdrawals Custom or Fixed Maturity Time Deposit Promotional Rate Time Deposit Payment Bond Time Deposit Public Funds Time Deposit Foreign Currency Time Deposit... 27

5 FRAUD DETECTION, DETERRENCE, AND SAFEGUARDING YOUR ACCOUNT COMMERCIAL CASH SERVICES Order and Delivery of Currency and Coin BSA/CTR/OFAC Compliance for Financial Institution Clients INSTATAX Federal Tax Deposits State Tax Deposits Terms and Conditions ELECTRONIC BANKING SERVICES Business Days...34 ATM Card and Debit Card Services Telephone Banking Electronic Fund Transfers Initiated by Third Parties Automated Clearing House (ACH) Services Preauthorized Transfers Limitation on Transfers...40 Documentation of Transfers...41 Lost or Stolen Card or Unauthorized Transaction...41 In Case of Errors or Questions about Your Electronic Transfers...41 Electronic Transaction Cancellations Your Liability for Unauthorized Electronic Funds Transfers Our Liability for Electronic Banking Transactions...44 WIRE TRANSFERS...44 General...44 Incoming Wire Transfers...44 Outgoing Wire Transfers...44 Our Liability Concerning Wire Transfers Your Responsibility Concerning Wire Transfers SAFE DEPOSIT SERVICE...46 GENERAL BANKING INFORMATION...46 Account Ownership...46 Adjustments and Corrections Amendments Authorized Signer/Contracting Officer Change of Personal or Business Information Check Cashing for Non-Customers...48 Check Processing Cutoff Hour...48 Check Quality...48 Checks and Deposit Slips Changes to Banking Information...49 Checks Payable to a Business or Trust...49 Checks Sent for Collection...49 Checks with Restrictive Language or Notations or Duplicate Check Numbers...50 Claim of Loss...50 Closing an Account...50 Communication with You Compliance with Laws and Regulations Conflicting Demands or Disputes Credit Verification Customer Identification Death or Incompetence Demand Drafts or Remotely Created Checks Deposits...54 Endorsements English Language Controlling Facsimile Signatures FDIC Insurance Funds Availability Governing Law Inactive Accounts and Unclaimed Property Income Tax Reporting...60 Income Tax Withholding...60 International Transactions Large Cash Withdrawals Legal Process Limitation on Time to Sue Multiple Signatures Night Depository Service Notice of Withdrawal...64 Online Services...64 Opening Additional Accounts...64 Presentment of Items...64 Pricing Regions...64 Problem Resolution Purchase of Monetary Instruments Record Search...66 Recording and Monitoring Conversations...66 Release of Information to Third Parties...66 Returned Items...66 Returned Items Custom Service Returned Items Notification...68

6 Right of Setoff Security Interests Services for Disabled Customers Severability Third-Party Service Providers Transfers and Assignments Waivers INTRODUCTION Welcome to Union Bank, N.A. Your account is backed by the reputation and resources of one of the largest banks on the West Coast, as well as by coverage of the Federal Deposit Insurance Corporation (FDIC) to permissible limits. Most accounts may be accessed in person at a Union Bank branch location, through online banking, Telephone Banking, or by using your ATM Card or Union Bank Debit MasterCard BusinessCard ("Debit Card"). Not all accounts and services are offered at all times at every Union Bank branch for all ownership accounts or types. Some services require you to enroll or subscribe. This disclosure, applicable fee schedule, other related documents we may provide you, and any amendments contain the terms of our agreement ( Agreement ) with you. This Agreement supersedes all previous agreements related to its subject matter. Except as otherwise stated, this Agreement does not alter or amend the terms or conditions of any other agreement you have with us. Business Accounts Business accounts are those accounts used for other than personal, family or household purposes. Business customers, including sole proprietors, may select one of our business accounts to meet their banking needs. Activity such as merchant bankcard settlements, frequent deposits of coin and currency, usage of couriers for delivering deposits, business-related activity, or any other activity that we determine to be unusual or excessive for a personal account, are considered to be commercial in nature and must be processed through an appropriate business account. DEFINITION OF CERTAIN TERMS Annual Percentage Yield (APY) APY is the total amount of interest paid on an account, based on the interest rate and the frequency of compounding for a 365-day period (366-day period in a leap year), and is expressed as a percentage. Authorized Signer Authorized Signers on your account are those noted on the Bank Depositor Agreement (signature card) or as authorized by you in writing. An Authorized Signer may act alone in conducting withdrawal transactions and transfers from the account. Balances Available Balance Available Balance is the amount of funds available for withdrawal and authorizing transactions. Your Available Balance may be different than your Ledger Balance or Collected Balance. The Available Balance is reduced by 1) the amount of pending transactions, such as a point-of-sale transaction; 2) funds on hold in accordance with our funds availability policy; 3) our receipt of notice that a transaction will be presented or returned; 4) our receipt of legal process relating to your account; or 5) your use of your account as security for a loan. 1

7 Available Funds Available Funds has the same meaning as Available Balance. Average Monthly Ledger Balance Average Monthly Ledger Balance is calculated by adding the Ledger Balance in the relevant account for each day of the period and dividing that figure by the number of days in the period. Collected Balance Collected Balance is the Ledger Balance minus the amount of any deposited checks for which we have not yet received provisional credit from the bank of account. Your Collected Balance may be different than your Available Balance or your Ledger Balance. Combined Balance Combined Balance is the total Average Monthly Ledger Balance in one or more accounts that you have asked us to link to your primary checking account. The Combined Balance is used to determine whether you will be assessed regular monthly account service charges. You can instruct us to combine balances in up to 20 checking, savings, money market and time deposit accounts to arrive at your Combined Balance. For Signature Banking SM and Priority Banking clients, amounts held in IRAs, Portfolio Connection, UnionBanc Investment Services accounts and some Union Bank personal and business accounts may be included. If the required Combined Balance is not met in your primary checking account, we look at the previous statement s Average Monthly Ledger Balance in the linked accounts and combine them with the current month s Average Monthly Ledger Balance in your primary checking account. For time deposits, we use the Ledger Balance of the day before the current primary checking account statement date. If the Combined Balance does not meet the account requirements, you will be charged a regular monthly service charge. You cannot link accounts to more than one checking account for Combined Balance purposes. Use of Combined Balance does not apply to analyzed accounts. Ledger Balance Ledger Balance is the aggregate amount of funds in an account according to our records, and includes all electronic credits and all cash and check deposits, even if we have not yet received credit for some or all of the deposited checks from the bank of account. Your Ledger Balance may be different than your Available Balance or Collected Balance. Business Days Our Business Days are Monday through Friday, excluding federal holidays, even though we may be open on a Saturday or Sunday. Contracting Officer A Contracting Officer is designated by corporate resolution or by a company s governing body and is authorized to enter into deposit account, funds transfer or treasury management services agreements with the Bank, and to authorize individuals to withdraw funds, initiate payment orders, execute service agreements and otherwise give instructions on behalf of a company with respect to its deposit accounts and treasury management services. Item An Item includes a check, substitute check, electronic item, draft, demand draft, remotely created item or other order or instruction for the payment, transfer or withdrawal of funds. Linked Account A linked account is a Union Bank account for which balance history, transaction activity, or other factor is taken into consideration in connection with another Union Bank account, for example, for the purpose of account analysis, higher interest rate on a deposit, or other enhanced account benefit. Only accounts with common ownership can be linked (this may not be applicable for analyzed accounts). Information about linked accounts may appear on the same account statement. MICR MICR is an acronym for Magnetic Ink Character Recognition. MICR or MICR line refers to the numerical information contained on the bottom line of a check or deposit slip, which includes a bank routing number, depositor account number, check serial number and dollar amount of the check or deposit slip. Owner Owner is the legal owner of the account, including any business entity, sole proprietor, partnership, limited liability company or public agency. We, our, us, and the Bank The words we, our, us and the Bank refer to Union Bank, N.A. You and your The words you and your refer to an Owner of an account. BUSINESS CHECKING ACCOUNTS The following are available for each Union Bank business checking account. Account Features: (account features listed within specific product types are in addition to those listed below) Balance greater than zero required to maintain the account Union Bank Business ATM Card/Debit Card (not applicable to Interest on Lawyers Trust Accounts) Online banking and online bill pay Account alerts by or text message via online enrollment Minimum Deposit to Open Account:... $ 100 Statement Options: (see applicable Fee Schedule for details) Online statement Paper (mailed) statement. Check image service available for a fee. Fees: Fees apply to use your Union Bank ATM Card or Debit Card at non-union Bank ATMs, or to obtain an ATM Mini-Statement; pointof-sale merchants may also add a surcharge See applicable Fee Schedule for additional fees 2 3

8 Basic Business Checking This account is designed for businesses with a low volume of account activity. Additional Fees: Regular monthly service charge if minimum balance requirement is not met Interest: No interest paid. Other: If your Basic Business Checking account has a high volume of activity, we may determine whether it should be converted to Signature Banking Basic Business Checking or Analyzed Business Checking. If we plan to convert your account, we will notify you in advance. Your account will then be subject to the fees and charges of the account to which it is converted. Business Tiered Interest Checking Business Tiered Interest Checking is an interest-earning checking account available only to sole proprietors, nonprofit organizations and public agencies. Additional Fees: Regular monthly service charge if minimum balance requirement is not met Interest: The interest rate and corresponding APY for the account are variable and are set at our discretion. They may change as often as daily without notice to you. Interest rates and APYs for different balance ranges are listed on the interest rate sheet, which is provided separately as part of this Agreement. We reserve the right to change balance ranges or to apply the same interest rate to more than one balance range. We use the daily balance method to calculate the interest. We apply a daily periodic rate to the daily Collected Balance in the account. Each day, the Collected Balance will fall within one of the balance ranges designated for this account type. We pay interest on the entire Collected Balance in the account that day at the rate assigned for that particular balance range. Interest begins to accrue no later than the Business Day we receive credit for the deposit of non-cash Items, such as checks. Interest is compounded daily using a 365-day year (366 days each leap year), and credited to the account monthly. No interest accrues unless the Collected Balance in the account is sufficient to earn at least 1 /10 of one cent per day at the daily periodic rate in effect. If the account is closed during a month, accrued interest will be paid to the closing date. For accounts with special statements such as daily, weekly, dated or flexible, interest will be paid to the account on the last Business Day of the month. Interest on Accounts Owned by Public Agencies Interest on Business Tiered Interest Checking accounts owned by public agencies is calculated and paid as described above, except that the interest is calculated as stipulated by state laws governing public funds accounts. 4 State statutes may require interest to be calculated on a 360-day year. Please refer to the laws in your state for more information. Other: If your Business Tiered Interest Checking account is analyzed, we will deduct any interest accrued from the earnings allowance. Analyzed Business Checking Accounts on analysis typically have a high volume of activity or are linked to cash management services. Account analysis is used to assess Bank fees and other charges on accounts maintained by both profit and nonprofit organizations. You may request that one or more accounts be added to account analysis. The Bank may also review an account s activity to determine if it should be added to account analysis. Upon review, the Bank will determine, in its sole discretion, whether to add an account to analysis and will notify you accordingly. Additional Fees Bank fees and other charges are assessed against an account on analysis monthly (unless other arrangements are made) and are documented in the appropriate analyzed fee schedule we provide. Your service charge for each settlement period is based on the activity of your account and the fees associated with that activity, as described in the applicable Fee Schedule. The Bank will calculate an earnings allowance by applying the earnings credit rate to the balance available to support activity for each settlement period. The balance available to support activity is calculated as follows: Ledger Balance plus funds advanced; plus or minus adjustments; minus uncollected funds; minus Legal Reserves; minus Other Compensating Balance requirements that may be required to offset charges for Bank services. Legal Reserves are the percentage of deposits that the Bank is legally required to keep with the Federal Reserve Bank. This rate is determined by the Federal Reserve Bank and is calculated on your Collected Balances, plus uncollected funds advanced. Other Compensating Balances may include special pricing for loans or other services that may be agreed upon in return for maintaining a minimum average Collected Balance in your account. For interest-earning accounts, the interest accrued or paid for the month is deducted from the earnings allowance for the month. If your monthly service charge during the settlement period is the same as or less than your earnings allowance, you are not assessed a monthly service charge. If your monthly service charge for the settlement period exceeds your earnings allowance, you will be charged for the amount by which your monthly service charge exceeds your earnings allowance. We will charge your account for the amount due within 30 days after the end of the settlement period. If you are invoiced, we will send an invoice for the amount due approximately 2 weeks after the end of the settlement period. You agree either to have your account charged by the Bank or to pay the invoice upon receipt. Any excess earnings allowance will not be paid to you and does not accumulate from settlement period to settlement period. Earnings Credit Rate Your Earnings Credit Rate appears on each analysis statement. Your Earnings Credit Rate is determined by the 5

9 Bank, and is set each month based on market conditions, account balances and market segment. You agree that this rate is subject to change without prior notice to you. The Bank s current Earnings Credit Rate may be obtained by contacting us. Reference Rate The Reference Rate is the rate of interest periodically indicated by the Bank. The Bank s current Reference Rate may be obtained by contacting us. You agree that this rate is subject to change without prior notice to you. The Bank s Reference Rate and charges tied to it may vary as often as daily. Termination of Analysis Service The Bank may terminate analysis service on an account upon prior written notice. In such a case, any remaining amounts payable may be charged to your account. Multiple Accounts More than one account may be linked on account analysis for purposes of determining monthly service charges and the earnings allowance. Ownership of all linked accounts may differ. If more than one account is linked, one account will be designated as the master account and the Owner of the master account will be responsible to the Bank for all monthly charges on all linked accounts. By including an account under analysis, all account Owners waive any requirement for advance notice for any changes to a charge tied to the Reference Rate. Overdrafts Interest charges for funds advanced due to nonsufficient funds during the settlement period are determined by using the Bank s Reference Rate plus a differential. See the Overdrafts and Overdraft Protection section of this Agreement for more information. We may advance funds, from time to time, to cover checks or other Items drawn against nonsufficient Available Funds. If we do so, and unless a different rate is expressly agreed to in writing, we will charge interest daily on the funds advanced at the rate published in the applicable Fee Schedule. For nonsufficient funds, the daily rate is calculated using a 360-day year and computed on the daily usage of nonsufficient funds for the month. For overdrafts, the daily rate is also calculated using a 360-day year. Interest is assessed from the date an overdraft balance is incurred, and then added to the overdraft balance along with any overdraft fees assessed. If for any reason we decide to waive interest charges or overdraft fees for a particular overdraft, we reserve the right to charge interest or overdraft fees for subsequent overdrafts. Unless we have otherwise agreed to in writing, analysis earnings are not available to cover overdraft or nonsufficient Available Funds interest or fees, whether the Items are paid or returned. Interest and fees may be charged directly to your account. Nonprofit Checking This account is designed for not-for-profit corporations and not-forprofit unincorporated associations with low or moderate account activity and cash handling needs. Additional Fees: No regular monthly service charge Interest: No interest paid. 6 Interest on Lawyers Trust Account (IOLTA) An IOLTA is available to all attorneys and law firms as an interestearning trust account for the purpose of receiving and disbursing certain client funds that are nominal in amount or on deposit for a short time. The interest earned, less permitted charges, is paid to the appropriate state bar association for providing legal services for indigent people. Additional Fees: No regular monthly service charge Fees or charges will be deducted from the IOLTA as permitted by applicable state bar association rules. If such charges are not permitted to be deducted from the IOLTA, we may deduct them from another operating account maintained at the Bank by the Owner of the IOLTA. Interest: The interest rate on the IOLTA is set according to state law and guidelines published by the applicable state bar association. In the absence of such law or guidelines, the interest rate is set at our discretion and may change as often as daily. Interest is calculated on the Collected Balance and compounded daily, using a 365-day year (366 days each leap year), and paid monthly. Interest begins to accrue no later than the Business Day we receive credit for the deposit of non-cash Items, such as checks. No interest accrues unless the principal balance in the account is sufficient to earn at least 1/10 of one cent per day at the daily periodic rate in effect. Other: An IOLTA cannot be linked to other accounts owned by your law firm for purposes of analysis. Client funds in more than nominal amounts or held for more than a short time may not be deposited into an IOLTA but may be deposited into another type of account that you may designate as a trust account. SIGNATURE BANKING Signature Banking offers access to special products, product discounts and complimentary services for qualifying businesses. Signature Banking Basic Business Checking The Signature Banking Basic Business Checking account is available only to Signature Banking clients and offers a variety of special benefits. Account Benefits and Features: One personal MoneyMarket or Business MoneyMarket account or Basic Business Checking account free of the regular monthly service charge; not applicable to personal High Rate MoneyMarket SM, Business High Rate MoneyMarket SM or Business Premium MoneyMarket accounts No Union Bank fee for using a Union Bank Debit Card to access a Signature Banking Basic Business Checking account at non-union Bank ATMs worldwide and up to 2 rebates per month of ATM fees charged by other banks 7

10 Free ATM Mini-Statements, available only at Union Bank ATMs Unlimited deposits and balance inquiries Free personalized Signature Banking business checks (valid on orders of up to 300, 3-on-a-page checks only) Pre-approved $500 Business Cash Reserve overdraft protection line of credit with no annual fee; higher credit limit may be available upon credit approval; see our Business Cash Reserve Account Disclosure and Agreement for details No fee for Travelers Cheques, Union Bank Cashiers Checks or Personal Money Orders Free stop payments, copies of checks and statements, and confirmation notices of fund transfers from your Signature Banking checking account when performed through Internet Business Banking or Telephone Banking Free basic safe deposit box or $40 annual rental discount for larger box (box size and availability may vary by branch) 1/8% to 1% off the standard interest rate on a business loan and/or line of credit 1,2 Discounts on the origination fee for business loans and/or documentation fees for equipment leases 1 Complimentary financial review from UnionBanc Investment Services, 3 our brokerage subsidiary Minimum Balance Required to Avoid Monthly Service Charge: See applicable Fee Schedule. Combined Balance includes Union Bank deposit accounts and/or assets held with Union Bank subsidiaries and affiliates, including UnionBanc Investment Services. 3 Additional Fees: Regular monthly service charge if minimum balance requirement is not met Other: Terms and conditions of Signature Banking are subject to change. 1 Not a commitment to lend. Loans are subject to credit and collateral approval; lease financing subject to lessee credit approval and vendor and equipment approval. Certain fees and other terms and conditions apply and are subject to change. 2 Receive 1 /8% to 1% off the standard posted interest rate on a new business loan and/or line of credit. Discount not available on real estate, vehicle, or cash secured financing. The rate discount may be terminated if you no longer meet the minimum account balance requirement of Signature Banking. 3 Investments available through UnionBanc Investment Services LLC, a registered broker-dealer, investment advisor, member FINRA ( ( and subsidiary of Union Bank, N.A.: Are NOT insured by the FDIC or by any other federal government agency Are NOT Bank deposits Are NOT guaranteed by the Bank or any Bank Affiliate Are subject to investment risk, including the possible loss of principal 8 PRIORITY BANKING Priority Banking is available to individuals and businesses with combined deposits at Union Bank or assets invested with its subsidiaries and/or affiliates totaling $100,000 or more. The Bank may consider other qualifying factors to determine eligibility. Benefits and Features: 2 business checking accounts Business Tiered Interest Checking and/or Basic Business Checking free of the regular monthly service charge Free personalized business checks No-fee ATM access worldwide, including free cash withdrawals and transfers; Union Bank will rebate any fee that an owner or operator may charge for use of a non-union Bank ATM Free ATM Mini-Statements, available only at Union Bank ATMs (not applicable to analyzed accounts) Free check images with paper statement (not applicable to analyzed accounts) Pre-approved $1,000 Business Cash Reserve line of credit with no annual or transfer fee; higher limit may be available upon credit approval; see our Business Cash Reserve Account Disclosure and Agreement for details No fee for Travelers Cheques, Union Bank Cashiers Checks and Personal Money Orders (not applicable to analyzed accounts) Free stop payments, copies of checks and statements, and confirmation notices for fund transfers (not applicable to analyzed accounts) Free safe deposit box or $50 annual rental discount for larger box (box size and availability may vary by branch) Discounts on the origination fee for business loans and/or documentation fees for equipment leases 1 Free access to Online Investing and Automated Telephone Investing with UnionBanc Investment Services 2, 3 Complimentary financial and insurance reviews from our brokerage subsidiary, UnionBanc Investment Services, and our insurance division, UnionBanc Insurance Services 3 1 Not a commitment to lend. Loans are subject to credit and collateral approval; lease financing subject to lessee credit approval and vendor and equipment approval. Certain fees and other terms and conditions apply and are subject to change. 2 Refer to the UnionBanc Investment Services Standard Fee & Commission Schedule for fees pertaining to Online Investing and Automated Telephone Investing. 3 UnionBanc Investment Services LLC is a registered broker-dealer, investment advisor, member FINRA ( (www. sipc.org), and subsidiary of Union Bank, N.A. UnionBanc Insurance Services is a division and dba of Union Bank, N.A. (CA Insurance License # ). Non-deposit investment and insurance products available through UnionBanc Investment Services and/or UnionBanc Insurance Services: Are NOT insured by the FDIC or by any other federal government agency Are NOT Bank deposits Are NOT guaranteed by the Bank or any Bank Affiliate Are subject to investment risk, including the possible loss of principal Insurance and annuities are products of the insurance carriers 9

11 Additional Fees: 2 business checking accounts free of the regular monthly service charge; additional accounts may incur a monthly service charge if balance requirement for the account type is not met Other: Terms and conditions to qualify for Priority Banking are subject to change. Your banking accounts may be assigned to another area of the Bank if you no longer meet the minimum balance requirement for Priority Banking. FOREIGN CURRENCY DEMAND ACCOUNTS Foreign Currency Demand Accounts (FCDAs) are offered by Union Bank and are available in several different currencies. These accounts are denominated in the foreign currency selected, and are eligible for insurance coverage by the Federal Deposit Insurance Corporation (FDIC) for up to the equivalent permissible limit in U.S. dollars, subject to other FDIC limitations. FDIC insurance is determined on the FCDA based on the value of the foreign currency balance converted into U.S. dollars as of the Bank s closure date. Please see the FDIC Insurance section of this Agreement for additional information. There are substantial risks and volatility involved in investing in currency markets. FCDAs are subject to certain risks to which U.S. dollar deposits are not. FDIC insurance does not cover losses associated with such risks. These risks may include some or all of the following: Currency Valuation Risk The chance that the value of a foreign currency account measured in U.S. dollars will decrease because of unfavorable changes in the currency exchange rates. Country Risk The risk that domestic events, such as political upheaval, financial troubles or natural disasters, will weaken a country s currency markets. Regional Risk The chance that an entire region could be hurt by events such as political upheaval, financial troubles or natural disasters. Emerging Markets Risk The possibility that currency in some countries identified as emerging markets will be more volatile, and substantially less liquid, than currencies in more-developed countries. Sovereign Risk The risk that occurs if a country prohibits the cross-border circulation of its currency or otherwise fails to honor its currency. The risks described are not meant to be all-inclusive. There may be other risks not described in this Agreement that could substantially affect the value of a foreign currency investment as measured in U.S. dollars. These risks are the sole responsibility of the account holder and not the Bank. FCDAs may not be suitable for investors who are risk averse. Consult your investment and tax advisors prior to investing. FCDAs can be used only for the settlement of foreign currencydenominated incoming or outgoing wires, transfers from or to your U.S. Dollar Account, and pooling for maturing foreign currency forward contracts. A Union Bank checking account and Web Wire service are required when opening a business FCDA. U.S. dollar funds may be converted to a foreign currency that will be placed in the FCDA. The amount of the foreign currency received will be based on the value of the foreign currency at the time of conversion. If the value of the foreign currency has fallen since the original purchase, there will be a loss when it is converted back to U.S. dollars. In some cases, the foreign country issuing the foreign currency or the United States government may impose restrictions or prohibitions on the conversion of the foreign currency into U.S. dollars. These restrictions may result in the loss of some or all of the foreign currency investment. The Bank is not responsible for such losses, and FDIC insurance does not cover these losses. There may be a variety of fees and/or charges on this FCDA. You will pay a fee for converting your U.S. dollars into the foreign currency and for converting the foreign currency back into U.S. dollars. The Bank must receive your FCDA-related disbursement instructions, including outgoing wire instructions, no later than 1:00 p.m. (Pacific Time). If you make a transfer to an account with a foreign bank, the Bank must receive your instructions no later than 1:00 p.m. (Pacific Time) the Business Day before the day of the intended transfer. Failure to provide timely instructions could delay the delivery of these funds. Business Days do not include Saturdays, Sundays or Bank holidays, including holidays of countries with which you are trading. Overdrafts are not permitted, and any payment that could exceed the Available Balance is not processed or acted upon until sufficient funds have been deposited to your FCDA. The Bank is not responsible for any loss attributable to delayed payments or credits due to nonsufficient Available Funds. There is no automatic transfer from your U.S. Dollar Account to your FCDA. Deposits cannot be made in cash or draft in the foreign currency. Withdrawals cannot be made in cash, check or draft in the foreign currency. To ensure accuracy, always use your FCDA account number, not your U.S. Dollar Account number, when arranging for incoming wire transfers. SAVINGS AND MONEY MARKET ACCOUNTS GENERAL INFORMATION Interest: The interest rate and corresponding APY for business savings and business money market accounts are variable and are set at our discretion. They may change as often as daily without notice to you. Interest rates and APYs for different balance ranges are listed on the interest rate sheet, which is provided separately as part of this Agreement. We reserve the right to change balance ranges or to apply the same interest rate to more than one balance range. We use the daily balance method to calculate the interest. We apply a daily periodic rate to the daily Collected Balance in the account. Each day, the Collected Balance will fall within one of the balance ranges designated for the account. We pay interest on the entire Collected Balance in the account that day at the rate assigned for that particular balance range

12 Interest begins to accrue no later than the Business Day we receive credit for the deposit of non-cash Items, such as checks. Interest on business savings accounts 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 calendar quarter. Interest on money market accounts is compounded monthly using a 365-day year (366 days each leap year), and credited to the account monthly. No interest accrues unless the Collected Balance in the account is sufficient to earn at least 1 /10 of one cent per day at the daily periodic rate in effect. If the account is closed during a month, accrued interest will be paid up to the closing date. For accounts with special statements such as daily, weekly, dated or flexible, interest will be paid to the account on the last Business Day of the month. Interest on Accounts Owned by Public Agencies Interest on business savings and business money market accounts owned by public agencies is calculated and paid as described above, except as follows: Interest is calculated as stipulated by state laws governing public funds accounts. State statutes may require interest to be calculated on a 360- day year. Please refer to the laws in your state for more information. Interest on a Business MoneyMarket account is compounded monthly. Three balance ranges are established, and a different interest rate may apply to each. One interest rate applies to the balances up to $2,500. If the account has a balance of $2,500 to $100,000, then the entire balance (including the first $2,500) earns interest at the rate set for the balance range of $2,500 to $100,000. A different interest rate may be established for balances greater than $100,000, and will be applied only to amounts in excess of $100,000. This means that only that portion of the account balance in excess of $100,000 will earn interest at the rate established for the highest balance range. We reserve the right to change balance ranges or to apply the same interest rate to more than one balance range. Limitations on Withdrawals: Federal regulations limit certain types of withdrawals or transfers from your savings or money market account to a total maximum of: 6 per calendar month for savings accounts 6 per monthly statement cycle for money market accounts 6 per calendar month for money market accounts for which you request us to generate your account statement on a specific day each month If you exceed the transfer limits on more than an occasional basis, we are required to either convert your account to one not subject to transfer limitations or close your account. Excessive transfers during a single calendar month or monthly statement cycle may result in immediate account closure or conversion to another account type without prior notice to you. If we close or convert your account, you will receive a separate communication from us informing you of our actions. In addition, each time a transfer is paid against your account in excess of those allowed by federal regulation, you will be assessed a Bank excess activity charge. Limited Transactions (maximum total of 6 per month or monthly statement cycle, subject to Available Balance): Checks ATM Card/Debit Card purchases or payments Preauthorized transfers to another deposit account at Union Bank, including Business Savings Overdraft Protection Plan transfers Preauthorized or electronic transfers to another institution, e.g., ACH payments and wire transfers Telephone transfers Telephone or online bill payments Online withdrawal transfers Unlimited Transactions: Deposits ATM cash withdrawals and transfers (subject to Available Balance) Withdrawals or transfers made in person or by messenger at a Union Bank branch, or by mail (subject to Available Balance) Preauthorized transfers to repay your Union Bank loan (subject to Available Balance) SAVINGS ACCOUNTS The following are available for each Union Bank business savings account. Account Features: (account features listed within specific product types are in addition to those listed below) Balance greater than zero required to maintain the account Union Bank Deposit Card (available only to sole proprietorships) May be used for the Business Savings Overdraft Protection Plan to automatically cover overdrafts in another designated Union Bank account Online banking Account alerts by or text message via online enrollment Limited withdrawals and transfers (subject to Available Balance) Statement Options: (see applicable Fee Schedule for details) Online statement Paper (mailed) statement Fees: Regular monthly service charge if minimum balance requirement is not met Fees apply to use your Union Bank ATM Card at non-union Bank ATMs, or to obtain an ATM Mini-Statement; point-of-sale merchants may also add a surcharge See applicable Fee Schedule for additional fees 12 13

13 Business Savings The Business Savings account provides you with the opportunity to earn interest on your savings account. Minimum Deposit to Open Account:... $ 100 Business Preferred Savings SM The Business Preferred Savings account provides you with the opportunity to earn a higher interest rate on your savings account. Additional Account Features: Requires a linked Union Bank business checking account Minimum Deposit to Open Account:... $ 100 Other: You may close the linked business checking account at any time. However, if you do so, or if the business checking account becomes inactive or reaches a zero or negative balance, you agree that we may convert the Business Preferred Savings account to a Business Savings account, subject to all applicable terms, interest rates, conditions and fees associated with Business Savings. We will notify you before we convert your account. MONEY MARKET ACCOUNTS The following are available for each Union Bank business money market account. Account Features: (account features listed within specific product types are in addition to those listed below) Balance greater than zero required to maintain the account Union Bank ATM Card/Debit Card May not be used for the Business Savings Overdraft Protection Plan to automatically cover overdrafts in another Union Bank account Online banking and online bill pay Account alerts by or text message via online enrollment Limited check writing, withdrawals and transfers (subject to Available Balance) Statement Options: (see applicable Fee Schedule for details) Online statement Paper (mailed) statement. Check image service not available. Fees: Regular monthly service charge if minimum balance requirement not met Fees apply to use your Union Bank ATM Card or Debit Card at non-union Bank ATMs, or to obtain an ATM Mini-Statement; point-of-sale merchants may also add a surcharge See applicable Fee Schedule for additional fees Business MoneyMarket Account This account provides all types of businesses with the opportunity to earn a market rate of interest. Minimum Deposit to Open Account:...$ 1,000 Other: If your Business MoneyMarket account has a high volume of activity, we may determine whether it should be placed on analysis. If we convert your account to analysis, we will notify you in advance. Your account will then be subject to the fees and charges of our Analyzed Business Checking accounts. If your account is analyzed, we will deduct any interest accrued from the earnings allowance. Business High Rate MoneyMarket Account This account provides sole proprietors, nonprofit organizations and public agencies the opportunity to earn a competitive rate of interest. The Business High Rate MoneyMarket account is not available to other business entities. Additional Account Features: Requires a linked Union Bank Business Tiered Interest Checking account Minimum Deposit to Open Account:... $ 10,000 Balance Required to Earn Business High Rate MoneyMarket Account Interest Rate: $10,000 minimum daily Ledger Balance. If the daily Ledger Balance is less than $10,000, the interest rate for the Business MoneyMarket Account will apply that day. Other: The balance used to determine the interest rate on the Business High Rate MoneyMarket Account is the sum of the Ledger Balances in the Business High Rate MoneyMarket Account and the linked Business Tiered Interest Checking account. Each day, the sum of the Ledger Balances in the Business High Rate MoneyMarket Account and the linked Business Tiered Interest Checking account will fall within one of the balance ranges designated for the Business High Rate MoneyMarket Account. The interest rate and APY for that particular balance range are applied to the Collected Balance in the Business High Rate MoneyMarket Account only that day. The Collected Balance in the Business Tiered Interest Checking account earns interest at the Business Tiered Interest Checking account rate. You may close the linked Business Tiered Interest Checking account at any time. However, if you do so, or if the Business Tiered Interest Checking account becomes inactive or reaches a zero or negative balance, you agree that we may convert the Business High Rate MoneyMarket Account to a Business MoneyMarket Account, subject to all applicable terms, interest rates, conditions and fees associated with that account

14 If your Business High Rate MoneyMarket account has a high volume of activity, we may determine whether it should be placed on analysis. If we convert your account to analysis, we will notify you in advance. Your account will then be subject to the fees and charges of our Analyzed Business Checking accounts. If your account is analyzed, we will deduct any interest accrued from the earnings allowance. Business Premium MoneyMarket Account This account provides all types of businesses with the opportunity to earn a highly competitive market rate of interest. Minimum Deposit to Open Account:... $ 10,000 Balance Required to Earn Business Premium High Rate MoneyMarket Account Interest Rate: $10,000 minimum daily Ledger Balance. If the daily Ledger Balance is less than $10,000, the interest rate for the Business MoneyMarket Account will apply that day. Other: If your Business MoneyMarket account has a high volume of activity, we may determine whether it should be placed on analysis. If we convert your account to analysis, we will notify you in advance. Your account will then be subject to the fees and charges of our Analyzed Business Checking accounts. If your account is analyzed, we will deduct any interest accrued from the earnings allowance. INFORMATION RELATING TO CHECKING, SAVINGS AND MONEY MARKET ACCOUNTS Order of Processing Checks and Other Items You agree that we may pay or certify your checks and other Items in any order we choose, and that we may establish different processing priorities and categories for checks and other Items. Within each priority or category, we may process checks and other Items in the order in which we receive them, in check number order, or in the dollar amount order, and we may change these priorities, categories and orders at any time without notice to you. We will generally, but are not obligated to, post Union Bank Items, transactions and fees first, followed by ATM Card and Debit Card Items. We will post such Items within each Item category, as designated by us, in ascending order (lowest to highest) by amount. Checks, bill payments, electronic (such as ACH) debits and other Items will then be posted in descending order (highest to lowest) by amount without regard to any specific category. When there are not sufficient Available Funds in an account to cover all of the checks and other Items presented on a given day, some of the priorities, categories and orders may result in more nonsufficient funds fees than others. Account Statements We will make account statements available to you as required by law or upon request. In any case, you will get a statement at least quarterly, unless your account is inactive, in default, or overdrawn. Statement Options: Online Statement Your statement is available electronically and can be accessed through the Bank s online banking service at unionbank.com. Each statement lists your deposit and withdrawal activity and allows you to view the front and back of checks and deposit tickets posted to your account during the statement period. Paper Statement We will mail you a statement that lists your deposit and withdrawal activity. With a paper statement, you may request check image service for a fee. This includes an image of the front of each check, or the front and back of each check, posted to your account during the statement period. See applicable Fee Schedule. The check image service is not available for money market accounts or Foreign Currency Demand accounts. Combined Statements You may request, and we may require, combined statements if you have more than one eligible account with us. You may designate up to 20 checking, savings and money market accounts to appear on one comprehensive monthly statement with your designated primary checking account. All accounts combined for one statement will have the same monthly cutoff date. You may choose the Online Statement or Paper Statement option for your primary checking account. All other accounts combined for the statement will be assigned the paper statement option. The combined statement will be delivered to the address of your primary checking account. When periodic statements are combined, whether or not at your request, you agree that copies of these statements, which include information on other accounts and services, may be provided to any Owner, Authorized Signer or other person authorized by any of them. Special Statement Services: The following special statement services are available. We may charge a fee for some of these statement services. See applicable Fee Schedule. Snapshot Statement Lists all activity for your account since the beginning of the statement period; ordered through Telephone Banking or at a branch ATM Mini-Statement (Last 10 Transactions) Lists the last 10 transactions of any type for the account you select ATM Mini-Statement (Last 10 ATM Card or Debit Card Transactions) Lists the last 10 transactions made with the ATM Card Will Call Statement held at a branch for your pickup (maximum 6 per month) Month-end cycle statement Flexible statement rendering on your custom calendar (up to 5 statements per month) Multiple statement originals (up to 4 duplicates per month) Overnight or express courier 16 17