Calculation of ROTCE Clause Samples

Calculation of ROTCE. (a) Except as otherwise set forth in Sections 4(c), (d) and (e) of the Terms and Conditions, 50% of the Performance Share Units will vest based on the following performance results (“ROTCE Performance Share Units”): (i) the average relative return on tangible common equity (“ROTCE”) for the Performance Period, which means the Company’s ROTCE relative to the median ROTCE of the Peer Group (defined in Section 7 below) and (ii) the Company’s ROTCE for the Performance Period (“Absolute ROTCE”). (b) At the end of the Performance Period, the ROTCE for the Company, and for each company in the Peer Group, shall be calculated as a three-year average, as follows: (i) by taking net operating income available to common equity (computed in accordance with Section 1(b)(iii) below) and dividing by the average tangible common equity (computed in accordance with Section 1(b)(iv) below) for each fiscal year in the Performance Period, and (ii) by calculating a three-year average for the Performance Period based on the annual amounts in Section 1(b)(i) above. (iii) Net operating income available to common equity shall be computed by taking net income available to common equity and adding back the after-tax effect of the amortization of core deposit and other intangible assets, adding back the after-tax effects of expenses (when incurred) associated with merging acquired or to be acquired operations into the Company, and subtracting the after-tax effects of merger-related gains (when realized). (iv) Average tangible common equity shall be computed by taking average common equity for the applicable period and subtracting average goodwill and average core deposit and other intangible assets (net of any related average deferred tax amounts). (v) The Company shall make such adjustments as it deems necessary or appropriate to provide comparable ROTCE calculations among the Company and the companies in the Peer Group.