SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT, dated as of September 21, 2021, by and among Mitsubishi UFJ Financial Group, Inc., a joint stock company (kabushiki kaisha) organized under the laws of Japan (“Seller Holdco”), MUFG Americas Holdings...

EXECUTION COPY SHARE PURCHASE AGREEMENT AMONG MITSUBISHI UFJ FINANCIAL GROUP, INC., MUFG AMERICAS HOLDINGS CORPORATION and U.S. BANCORP September 21, 2021 Exhibit 2.1

TABLE OF CONTENTS -iv- Schedule 3 Requisite Regulatory Approvals Schedule 4 Excluded Assets and Liabilities ANNEXES Annex A Form of Excluded Assets and Liabilities Purchase and Assumption Agreement Annex B Form of Transitional Services Agreement Annex C Form of Reverse Transitional Services Agreement Annex D Form of Registration Rights Agreement

SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT, dated as of September 21, 2021, by and among Mitsubishi UFJ Financial Group, Inc., a joint stock company (kabushiki kaisha) organized under the laws of Japan (“Seller Holdco”), MUFG Americas Holdings Corporation, a corporation organized under the laws of the state of Delaware and a wholly owned (directly and indirectly) Subsidiary of Seller Holdco (“Seller” and, collectively with Seller Holdco, “Sellers”) and U.S. Bancorp, a corporation organized under the laws of Delaware (“Purchaser”). RECITALS WHEREAS, Seller is a financial holding company conducting certain business operations through its commercial banking subsidiary MUFG Union Bank, N.A., a national banking association (the “Bank”); WHEREAS, Seller owns all the issued and outstanding shares of Common Stock of the Bank (the “Shares”); WHEREAS, subject to the terms and conditions set forth herein, Seller desires to sell, convey, assign and deliver (“Transfer”) to Purchaser, and Purchaser desires to purchase and accept (“Purchase”) from Seller, all the Shares; and WHEREAS, prior to the Closing (as defined herein), Sellers and the Bank will effectuate the Excluded Assets and Liabilities Transfer; NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS Section 1.1 Definitions. In this Agreement, the following definitions and other terms shall apply: “Acquisition Proposal” has the meaning set forth in Section 5.21. “Action” means any civil, criminal, regulatory or administrative action, cause of action, suit, demand, claim, case, litigation, arbitration, inquiry, hearing, dispute, investigation or other proceeding. “ADRs” has the meaning set forth in Section 5.10(h). “Adviser Subsidiary” has the meaning set forth in Section 5.3(f). “Advisory Client” has the meaning set forth in Section 5.3(f).

-2- “Advisory Contract” has the meaning set forth in Section 5.3(f). “Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with such specified Person. “Agreement” means this Agreement, as it may be amended and supplemented from time to time in accordance with Section 8.2, including the Sellers’ Disclosure Schedule and all Annexes hereto. “AML Laws” means (i) the USA Patriot Act of 2001, (ii) the U.S. Money Laundering Control Act of 1986, (iii) the Bank Secrecy Act, (iv) any other anti-money laundering Laws to which the Bank or any Transferred Subsidiary is subject or (v) any other regulation or guidance related to any of the foregoing. “Anticorruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977 and all other U.S. federal, state or local and foreign anti-corruption and anti-bribery Laws applicable to the Bank or any Transferred Subsidiary. “Bank” has the meaning set forth in the Recitals. “Bank 401(k) Plan” has the meaning set forth in Section 5.10(g). “Bank Call Report” means each Consolidated Report of Condition and Income publicly filed by the Bank. “Bank ERISA Affiliate” means any trade or business, whether or not incorporated, all of which together with Bank would be deemed (at the relevant time) a “single employer” within the meaning of Section 4001 of ERISA. “Bank Marks” means the Marks owned by the Bank and the Transferred Subsidiaries immediately after Closing, after giving effect to the transfers contemplated by Section 5.11(a). “Bank Merger” has the meaning set forth in Section 2.8. “Bank Merger Agreement” has the meaning set forth in Section 2.8. “Bank Qualified Plans” has the meaning set forth in Section 3.13(c). “Bank Tax Return” has the meaning set forth in Section 5.9(b). “Bankruptcy and Equity Exception” has the meaning set forth in Section 3.4. “Basket” has the meaning set forth in Section 8.1(b). “Benefit Plan” means each employee benefit plan (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and each equity, bonus or incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, termination, change in control, retention, employment, welfare, insurance, medical, fringe or other benefit

-3- plan, program, agreement, contract, policy, arrangement or remuneration of any kind (each, an “Employee Plan”) with respect to which the Bank or any Transferred Subsidiary is a party or has any current or future obligation or liability that are maintained, contributed to or sponsored by the Bank or any Transferred Subsidiary for the benefit of any Business Employee, excluding, in each case, any Multiemployer Plan. “BHC Act” means the Bank Holding Company Act of 1956. “Bonus Plan” has the meaning set forth in Section 5.10(d). “Business Day” means any day excluding Saturday, Sunday and any day on which banking institutions located in (i) New York, New York, (ii) Tokyo, Japan, or (iii) Minneapolis, Minnesota, are authorized or required by applicable Law or other governmental action to be closed. “Business Employee” means each current employee, officer, director or natural person who is an independent contractor of the Bank or any Transferred Subsidiary and is set forth on Schedule 1. Schedule 1 sets forth an initial list of Business Employees, which shall be updated following the date hereof in accordance with Section 5.10(e). “Cap” has the meaning set forth in Section 8.1(b). “Carveout Financial Statements” has the meaning set forth in Section 5.24(b). “Cash Consideration” means an amount in U.S. dollars in cash equal to (a) the Purchase Price minus (b) the Stock Consideration Value. “CECL” means Current Expected Credit Losses, a credit loss accounting standard that was issued by the Financial Accounting Standards Boards on June 16, 2016, pursuant to Accounting Standards Update (ASU) No. 2016, Topic 326. “Claim Notice” has the meaning set forth in Section 8.1(d). “Closing” has the meaning set forth in Section 2.2(a). “Closing Balance Sheet” means a balance sheet of the Bank as of the close of business on the day immediately preceding the Closing Date, using the same methodologies, assumptions, accounting policies, principles, practices and categories used in the preparation of the balance sheet shown in Schedule 2 (including, for the avoidance of doubt, with such balance sheet being calculated (a) on a “going concern” basis, (b) not taking into account any changes in the assets or liabilities of the Bank as a result of purchase accounting or any other accounting adjustments in each case arising as a consequence, in and of themselves, of the Stock Sale, (c) taking into account any changes in the assets or liabilities of the Bank as a result of any accounting adjustments in each case arising as a consequence, in and of themselves, of the Excluded Assets and Liabilities Transfer.) For the avoidance of doubt, the Closing Balance Sheet will reflect the effect of the Excluded Assets and Liabilities Transfer and the effect of the Special Dividend Transaction.

-4- “Closing Date” means the date on which the Closing occurs. “Closing Date Cash Consideration” means an amount in U.S. dollars in cash equal to $5,500,000,000. “Closing TBV” means the amount in dollars equal to the TBV, as of the close of business on the day immediately preceding the Closing Date, as calculated from the Closing Balance Sheet. “Code” means the Internal Revenue Code of 1986. “Collective Bargaining Agreement” has the meaning set forth in Section 3.14(a). “Combined Tax Return” has the meaning set forth in Section 5.9(b). “Common Stock” has the meaning set forth in Section 3.2(a). “Competing Banking Business” has the meaning set forth in Section 5.7(a). “Confidential Information” has the meaning set forth in Section 5.1(b). “Confidentiality Agreements” means, collectively, (a) the confidentiality agreement, dated October 18, 2020, between Seller Holdco and Purchaser, as amended on June 21, 2021 and (b) the confidentiality agreement, dated September 10, 2021, between Purchaser and Seller Holdco. “Constituent Documents” means the charter documents, bylaws or similar organizational documents of a corporation and comparable organizational documents of any other entity. “Contagion Event” means the outbreak or continued presence of contagious disease, epidemic or pandemic (including SARS-CoV-2 or COVID-19, or any evolutions or mutations of thereof, or any other viruses (including influenza)), and the governmental responses thereto. “Contagion Event Measures” means any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shut down, closure, sequester or other directives, guidelines or recommendations promulgated by any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to a Contagion Event. “Continuing Employee” has the meaning set forth in Section 5.10(a). “Continuing Employee Retirement Plan” has the meaning set forth in Section 5.10(f).

-5- “Contract” means, with respect to any Person, any agreement, indenture, debt instrument, contract, lease or other binding commitment to which such Person is a party or by which such Person is bound or to which such Person’s properties is subject. “Controlled Affiliate” means, with respect to any Person, any other Person directly or indirectly controlled by such specified Person; provided that, with respect to Seller, any joint ventures between Xxxxxx Xxxxxxx or its Affiliates, on the one hand, and Seller Holdco or its Affiliates, on the other hand, shall not be deemed to be a Controlled Affiliate of Seller, nor, for the avoidance of doubt, should Xxxxxx Xxxxxxx be deemed an Affiliate of Seller. “Controlling Party” has the meaning set forth in Section 5.9(g)(iv). “Covered Continuing Employee” means each employee, officer, director or natural person who is an independent contractor of the commercial banking or real estate industries businesses of the Bank or any Transferred Subsidiary (other than the Excluded Employees) and is set forth on Schedule 1 who continues to remain employed with the Bank and the Transferred Subsidiaries immediately following the Effective Time. “Dataroom” means the electronic data room established by Sellers for the Transactions at xxxxx://xxxxxxxx.xxxxxxxxxx.xxx (a) as populated at 12:01 a.m. New York time on the day immediately preceding the date hereof and (b) such other documents that may be included therein following such time as agreed to by Sellers and Purchaser. “Deposit Insurance Fund” means the Deposit Insurance Fund administered by the FDIC. “Derivative Contract” has the meaning set forth in Section 3.10. “Disclosing Party” has the meaning set forth in Section 5.5. “EBITDA” means earnings before interest, taxes, depreciation and amortization. “XXXXX” means the Electronic Data Gathering, Analysis, and Retrieval system of the SEC. “Effective Federal Funds Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) equal to the average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that, if such day is not a Business Day or the Effective Federal Funds Rate is not so published for any day, the Effective Federal Funds Rate for such day shall be such rate on such transactions on the next Business Day as so published on the next succeeding Business Day. “Effective Time” means 12:01 a.m., New York time, or another time that is agreed to in writing by the parties hereto, on the Closing Date.

-6- “Environmental Laws” means all Laws that: (w) regulate air, water, soil and solid waste management, including the generation, release, containment, storage, handling, transportation, disposition or management of any Hazardous Substance; (x) regulate or prescribe requirements for air, water or soil quality; (y) are intended to protect public health from exposure to any hazardous or toxic substance or to protect the environment; or (z) establish liability for the investigation, removal or cleanup of, or damage caused by, any Hazardous Substance. “ERISA” means the Employee Retirement Income Security Act of 1974. “Estimated Closing Balance Sheet” means a balance sheet of the Bank as of the close of business on the Estimated Closing Balance Sheet Date, using the same methodologies, assumptions, accounting policies, principles, practices and categories used in the preparation of the balance sheet shown in Schedule 2 (including, for the avoidance of doubt, with such balance sheet being calculated (a) on a “going concern” basis, (b) not taking into account any changes in the assets or liabilities of the Bank as a result of purchase accounting or any other accounting adjustments in each case arising as a consequence, in and of themselves, of the Stock Sale, and (c) taking into account any changes in the assets or liabilities of the Bank as a result of any accounting adjustments in each case arising as a consequence, in and of themselves, of the Excluded Assets and Liabilities Transfer). The Estimated Closing Balance Sheet will reflect the estimated effect of the Excluded Assets and Liabilities Transfer and the estimated effect of the Special Dividend Transaction (to the extent either such transaction has not yet occurred by the date of the Estimated Closing Balance Sheet) or the effect of such transactions (to the extent they have occurred prior to the date of the Estimated Closing Balance Sheet). “Estimated Closing Balance Sheet Date” means the last day of the second (2nd) month immediately preceding the month in which the Closing Date occurs. “Estimated Closing TBV” means the amount in dollars equal to the TBV, as of the Estimated Closing Balance Sheet Date, as calculated from the Estimated Closing Balance Sheet. “Estimated Purchase Price” means (a) the Estimated Closing TBV plus (b) the Premium minus (c) the Excess Capital Amount, if any. “Excess Capital” means the amount (if any) by which the Estimated Closing TBV exceeds the Target Closing TBV. “Excess Capital Amount” has the meaning set forth in Section 5.16. “Exchange Act” means the Securities Exchange Act of 1934. “Excluded Assets and Liabilities” has the meaning set forth in Section 5.14(a). “Excluded Assets and Liabilities Transfer” has the meaning set forth in Section 5.14(a). “Excluded Customer” means any customer that is (a) a private equity or other fund sponsor and its individual funds and portfolio companies or (b) a Japanese Corporate

-7- Customer, in each case that is identified on the list of Excluded Customers to be delivered by Sellers to Purchaser pursuant to Section 5.7(b). “Excluded Employee” means each current or former employee, officer, director, or natural person independent contractor of Seller and its Affiliates, including the Bank or of any Transferred Subsidiary, who is not a Business Employee. “Excluded Subsidiaries” means Intrepid Investment Bankers LLC and Union Bank of California Leasing, Inc. “Excluded Taxes” means (a) any Taxes imposed on Seller (including any Taxes required to be withheld from the payment of the Purchase Price) or any of its Affiliates (other than the Bank and the Transferred Subsidiaries) for any taxable period, (b) any Taxes imposed on the Bank, any Transferred Subsidiary or any Excluded Subsidiary for any Seller Tax Period, determined, with respect to any Straddle Period, in accordance with Section 5.9(a)(iii), (c) any Taxes attributable to or arising from (i) the Excluded Assets and Liabilities Transfer or (ii) any action taken pursuant to Section 5.12, (d) any Taxes attributable to or arising from any breach by Seller of its representations or warranties in Section 3.15 (without giving effect to any limitations as to materiality or “Material Adverse Effect” set forth therein) or its covenants in this Agreement, (e) any liability for Taxes of any Person (other than the Bank or any Transferred Subsidiary) for which the Bank or any Transferred Subsidiary is liable as a result of having been a member of an affiliated, consolidated, combined, unitary or similar group prior to the Closing and any liability for the payment of any Tax as a transferee or successor, by contract or otherwise (in each case, as a result of a transaction or contract entered into prior to the Closing), (f) any Transfer Taxes for which Seller is responsible pursuant to Section 5.9(d), (g) any payroll, social security, unemployment or similar Taxes deferred by the Bank or the Transferred Subsidiaries pursuant to, or in connection with, the CARES Act, IRS Notice 2020-65, or any other state, federal or local law, notice or executive order providing similar relief in connection with COVID-19, and (h) reasonable costs and expenses (including attorneys’ and other advisors’ fees) related to any item described in clauses (a) through (g); provided that, notwithstanding anything to the contrary herein, any (x) Taxes attributable to a Purchaser Tax Period are not Excluded Taxes (except for (1) Taxes described in clause (a) of this definition and (2) any breach by Seller of its representations or warranties in Section 3.15(f), 3.15(g), or 3.15(l)) and (y) no Taxes shall be considered Excluded Taxes to the extent any current liability for such Taxes is reflected in the Closing TBV, such Taxes have been taken into account for purposes of adjusting the Purchase Price pursuant to Section 2.3, or payment has been made pursuant to Section 5.9(e). “Extension of Credit” has the meaning set forth in Section 3.19(a). “FDIC” means the Federal Deposit Insurance Corporation. “FDIC Approval” has the meaning set forth in Schedule 3. “Federal Reserve” means the Board of Governors of the Federal Reserve System. “Federal Reserve Approval” has the meaning set forth in Schedule 3. “FFIEC” means the Federal Financial Institution Examination Council.

-8- “Financial Statements” has the meaning set forth in Section 3.6(a). “Forfeited Seller Award” has the meaning set forth in Section 5.10(h). “GAAP” means generally accepted accounting principles in the United States. “Government Order” means any administrative decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, ruling or writ of any arbitrator, mediator, tribunal, administrative agency or Governmental Authority. “Government Shutdown” means any shutdown or material limiting of certain U.S. or foreign federal, state or local government services. “Governmental Authority” means any Japanese, other non-U.S., or U.S. federal, state, county, city or local legislative, administrative, self-regulatory or regulatory authority, agency, court, tribunal or judicial or arbitral body or other governmental or quasi-governmental entity with competent jurisdiction, including any supranational body. “Hazardous Substance” means: (i) those substances defined in or regulated under the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Federal Insecticide, Fungicide, and Rodenticide Act and the Clean Air Act, and their state counterparts, as each may be amended from time to time, and all regulations thereunder; (ii) petroleum and petroleum products, including crude oil and any fractions thereof; (iii) natural gas, synthetic gas, and any mixtures thereof; (iv) polychlorinated biphenyls, asbestos and radon; and (v) any substance, material or waste regulated by any Governmental Authority pursuant to any Environmental Law. “Highmark Registrations” means the Australian Reg. No. 786669 for “HIGHMARK”, the European Community Reg. No. 1087329 for “HIGHMARK”, the Switzerland Reg. No. 1690/1999 for “HIGHMARK”, and the United Kingdom Reg. No. 2190083 for “HIGHMARK”. “Indemnified Party” has the meaning set forth in Section 8.1(d). “Indemnifying Party” has the meaning set forth in Section 8.1(d). “Intellectual Property” means any intellectual property rights, including any of the following, whether or not Registered, and all rights therein, arising in the U.S. or any other jurisdiction throughout the world: (i) trademarks, service marks, Internet domain names, logos, brand names, common law trademark rights, trade dress and trade names and other indicia of origin, registrations and applications for registration of the foregoing, and the goodwill associated therewith and symbolized thereby (collectively, “Marks”), (ii) patents and patent applications and all divisions, continuations, continuations-in-part, reissues, reexaminations, and any extensions thereof, (iii) rights in confidential and proprietary information, including trade secrets and know-how and (iv) copyrights (including rights in works of authorship including all computer software (in object code and source code)), registrations and applications for registration of the foregoing, and all renewals, extensions, reversions and restorations thereof.

-9- “Intercompany Payables” means all account, note or loan payables and all advances (cash or otherwise) or any other extensions of credit that are payable by Seller or any of its Affiliates (other than the Bank or the Transferred Subsidiaries) to the Bank or the Transferred Subsidiaries. “Intercompany Receivables” means all account, note or loan payables and all advances (cash or otherwise) or any other extensions of credit that are receivable by Seller or any of its Affiliates (other than the Bank or the Transferred Subsidiaries) from the Bank or the Transferred Subsidiaries. “IRS” means the Internal Revenue Service. “IT Assets” means any and all computers, software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology equipment, and all associated documentation (excluding any public networks). “Japanese Corporate Business” means any business of Sellers and their Controlled Affiliates servicing the needs of any Japanese Corporate Customer or of any Person that is directly or indirectly controlled by any Japanese Corporate Customer. “Japanese Corporate Customer” means any corporation, company, partnership, association, trust, unincorporated organization or any other form of business operations (including branches or other establishment) incorporated or formed in Japan. “JFSA” means the Japanese Financial Services Agency. “JFSA Approval” has the meaning set forth in Schedule 3. “Knowledge” means, as of any date, with respect to Sellers, the actual knowledge as of such date of any of the officers of the Sellers or the Bank listed on Section 1.1(a) of Sellers’ Disclosure Schedule. “Law” means any foreign, federal, state or local law (including common law), statute, code, ordinance, rule, regulation, order, award, writ, decree, directive or injunction issued, promulgated or entered into by or with any Governmental Authority. “Lien” means any charge, mortgage, pledge, security interest, restriction, claim, lien or other similar encumbrance. “Loan Data File” has the meaning set forth in Section 3.19(d). “Lock-up Period” has the meaning set forth in Section 2.9. “Losses” means any damages, losses, payments, judgments, out-of-pocket costs and expenses (including reasonable and documented legal fees), liabilities, obligations, Taxes, interests, awards and penalties, including as a result of Actions.

-10- “Marks” has the meaning set forth in the definition of “Intellectual Property”. “Material Adverse Effect” means any change, effect, event or occurrence that, individually or in the aggregate, (i) has been or would reasonably be expected to be materially adverse to the business, financial condition, or the results of operations of the Bank and its Transferred Subsidiaries, taken as a whole, or (ii) prevents or materially impairs the consummation of the Transactions; provided that none of the following (or the results thereof), either alone or in combination, shall constitute or contribute to a Material Adverse Effect under clause (i): (a) any change in GAAP or regulatory accounting requirements, or any adoption, proposal, implementation or change in Law (including any Law in respect of Taxes, and Laws newly enacted for, relating to or arising out of efforts to implement Contagion Event Measures and address the spread of any Contagion Event) or any interpretation thereof by any Governmental Authority; (b) changes, events, conditions or trends in economic, business, credit or financial conditions generally affecting the banking and financial sector specifically, and changes in the capital or credit markets, including any downgrades in the credit markets, or adverse credit events resulting in deterioration in the credit markets generally (including any such change resulting from or arising out of a Contagion Event); (c) any change in global or national political conditions (including as result of the outbreak of war, acts of terrorism or a Contagion Event); (d) changes as the result of other international, national, or regional calamity or global health conditions, including any Contagion Event (and the related Contagion Event Measures), any Government Shutdown, any declaration of martial law or similar directive, guidance, policy or guidance or other action by any Governmental Authority; (e) any change generally affecting the U.S. financial services industry and not specifically relating to the Bank and its Transferred Subsidiaries; (f) any change resulting from or arising out of hurricanes, earthquakes, floods, or other natural disasters; (g) the execution, announcement or performance of this Agreement or consummation of the Transactions (it being understood and agreed that this clause (g) shall not apply with respect to any representation or warranty that is intended to address the consequences of the execution, announcement or performance of this Agreement or consummation of the Transactions); (h) the failure, in and of itself, of the Bank to meet any internal projections, forecasts or estimates of performance, revenues or earnings (it being understood and agreed that this clause (h) shall not preclude Purchaser from asserting that any facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of Material Adverse Effect should be deemed to constitute, or be taken into account in determining whether there has been a Material Adverse Effect); (i) any actions (or the effects of any action) taken (or omitted to be taken) upon the written request or instruction of, or with the written consent of, Purchaser or one of its Affiliates; or (j) any action (or the effects of any action) taken (or omitted to be taken) by the Sellers or any of their respective Subsidiaries as expressly required pursuant to this Agreement, except in the case of each of clauses (a) through and including (f), to the extent that any such event, circumstance, development, change, occurrence or effect has a disproportionate adverse effect on the Bank and its Transferred Subsidiaries, taken as a whole, relative to the adverse effect such event, circumstance, development, change, occurrence or effect has on other companies operating in the industries in which the Bank or any Transferred Subsidiary materially engages; it being agreed, for purposes of this Agreement, that the COVID-19 pandemic has not, as of the date of this Agreement, had such a disproportionate adverse effect on the Bank and its Transferred Subsidiaries, taken as a whole.

-11- “Material Contract” has the meaning set forth in Section 3.7(a). “Maximum Closing TBV” means $11,250,000,000. “Multiemployer Plan” means each “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA. “Multiple Employer Plan” has the meaning set forth in Section 3.13(d). “New Plans” has the meaning set forth in Section 5.10(b). “Non-Compete Term” shall have the meaning set forth in Section 5.7(a). “Non-Controlling Party” has the meaning set forth in Section 5.9(g)(iv). “NYSE” means the New York Stock Exchange. “OCC” means the Office of the Comptroller of the Currency. “OCC Approval” has the meaning set forth in Schedule 3. “Outside Date” means September 30, 2022, as such date may be adjusted in accordance with Section 7.1(c). “P&A Agreement” has the meaning set forth in Section 5.14(a). “PBGC” has the meaning set forth in Section 3.13(e). “Permits” has the meaning set forth in Section 3.9(a)(i). “Permitted Liens” means, with respect to the Bank and the Transferred Subsidiaries, (a) mechanics’, materialmen’s, warehousemen’s, carriers’, workers’, landlord’s or repairmen’s liens or other similar common law or statutory Liens arising or incurred in the ordinary course of business and, in each case, with respect to which adequate reserves have been established, to the extent required by, and in such case in accordance with, GAAP and/or requirements under applicable Law (including applicable regulatory accounting principles) and set forth in the Bank Call Reports filed prior to the date hereof; (b) liens for Taxes, assessments and other governmental charges not yet due and payable or being contested in good faith by appropriate proceedings and for which adequate reserves have been established, to the extent required by, and in such case in accordance with, GAAP and/or requirements under applicable Law (including applicable regulatory accounting principles) and set forth in the Bank Call Reports filed prior to the date hereof, (c) licenses and other similar rights under Intellectual Property; (d) exceptions (including easements, covenants, rights of way, restrictions or other similar charges), gaps or other imperfections or defects or irregularities in the chain of title or other Liens that are readily apparent from the records of the applicable Governmental Authority registries and which were incurred in the ordinary course of business that do not, in any case, materially detract from the value or the use of the property subject thereto; (e) Liens against real estate that would be shown by a current title policy, title report or other similar report or listing

-12- or implied by law and which were incurred in the ordinary course of business that do not, in any case, materially detract from the value or the use of the property subject thereto; (f) pledges incurred or deposits made in connection with xxxxxxx’x compensation, unemployment insurance and other similar types of social security programs or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and obligations, in each case in the ordinary course of business; (g) limitations on the transfer of securities arising under Securities Laws that do not materially detract from the value or the use of such securities; (h) Liens reflected on or specifically reserved against or otherwise disclosed in the consolidated balance sheets included in the Bank Call Reports filed prior to the date hereof; (i) any Liens that will be terminated at or prior to Closing in accordance with this Agreement; and (j) Liens that are not material to the Bank and the Transferred Subsidiaries, taken as a whole. “Person” means any individual, bank, savings association, corporation, partnership, limited liability company, association, joint stock company, business trust or unincorporated organization. “Personal Information” means all information that can be used to identify an individual person or household. “Pre-Closing Portion” has the meaning set forth in Section 5.10(d)(ii). “Premium” means $1,750,000,000. “Privacy Laws” means all applicable Laws relating to the privacy and data security of Personal Information, including with respect to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security, disposal, destruction, disclosure or transfer of Personal Information. “Purchase” has the meaning set forth in the Recitals. “Purchase Price” means (a) the Closing TBV plus (b) the Premium minus (c) the Excess Capital Amount, if any. “Purchaser” has the meaning set forth in the Preamble. “Purchaser 401(k) Plan” has the meaning set forth in Section 5.10(g). “Purchaser Bank” means U.S. Bank National Association, a national banking association and a wholly owned Subsidiary of Purchaser. “Purchaser Capital Stock” has the meaning set forth in Section 4.2. “Purchaser Common Stock” has the meaning set forth in Section 4.2. “Purchaser Financial Statements” has the meaning set forth in Section 4.5(a). “Purchaser Indemnified Party” has the meaning set forth in Section 8.1(b).

-13- “Purchaser Indemnified Taxes” means any Taxes imposed on the Bank or the Transferred Subsidiaries for any Purchaser Tax Period, other than any Excluded Taxes. “Purchaser Material Adverse Effect” means any change, effect, event or occurrence that, individually or in the aggregate, (i) has been or would reasonably be expected to be materially adverse to the business, financial condition, or the results of operations of the Purchaser and its Subsidiaries, taken as a whole, or (ii) prevents or materially impairs the consummation of the Transactions; provided that none of the following (or the results thereof), either alone or in combination, shall constitute or contribute to a Purchaser Material Adverse Effect under clause (i): (a) any change in GAAP or regulatory accounting requirements, or any adoption, proposal, implementation or change in Law (including any Law in respect of Taxes, and Laws newly enacted for, relating to or arising out of efforts to implement Contagion Event Measures and address the spread of any Contagion Event) or any interpretation thereof by any Governmental Authority; (b) changes, events, conditions or trends in economic, business, credit or financial conditions generally affecting the banking and financial sector specifically, and changes in the capital or credit markets, including any downgrades in the credit markets, or adverse credit events resulting in deterioration in the credit markets generally (including any such change resulting from or arising out of a Contagion Event); (c) any change in global or national political conditions (including as result of the outbreak of war, acts of terrorism or a Contagion Event); (d) changes as the result of other international, national, or regional calamity or global health conditions, including any Contagion Event (and the related Contagion Event Measures), any Government Shutdown, any declaration of martial law or similar directive, guidance, policy or guidance or other action by any Governmental Authority; (e) any change generally affecting the U.S. financial services industry and not specifically relating to the Purchaser or its Subsidiaries; (f) any change resulting from or arising out of hurricanes, earthquakes, floods, or other natural disasters; (g) the execution, announcement or performance of this Agreement or consummation of the Transactions (it being understood and agreed that this clause (g) shall not apply with respect to any representation or warranty that is intended to address the consequences of the execution, announcement or performance of this Agreement or consummation of the Transactions); (h) the failure, in and of itself, of the Purchaser to meet any internal or public projections, forecasts or estimates of performance, revenues or earnings (it being understood and agreed that this clause (h) shall not preclude Seller from asserting that any facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of Material Adverse Effect should be deemed to constitute, or be taken into account in determining whether there has been a Material Adverse Effect); (i) any actions (or the effects of any action) taken (or omitted to be taken) upon the written request or instruction of, or with the written consent of, Seller or one of its Affiliates; or (j) any action (or the effects of any action) taken (or omitted to be taken) by the Purchaser or any of its Subsidiaries as expressly required pursuant to this Agreement, except in the case of each of clauses (a) through and including (f), to the extent that any such event, circumstance, development, change, occurrence or effect has a disproportionate adverse effect on the Purchaser and its Subsidiaries, taken as a whole, relative to the adverse effect such event, circumstance, development, change, occurrence or effect has on other companies operating in the industries in which the Purchaser or any of its Subsidiaries materially engages; it being agreed, for purposes of this Agreement, that the COVID-19 pandemic has not, as of the date of this Agreement, had such a disproportionate adverse effect on the Purchaser and its Subsidiaries, taken as a whole.

-14- “Purchaser Preferred Stock” has the meaning set forth in Section 4.2. “Purchaser SEC Reports” means the forms, statements, certifications, reports and documents publicly filed with or furnished to the SEC by the Purchaser, pursuant to the Exchange Act or the Securities Act, including any amendments thereto and those that may be filed or furnished subsequent to the date of this Agreement (excluding, in each case, any disclosures set forth in any risk factor section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature). “Purchaser Tax Period” means any taxable period beginning after the Closing Date and, with respect to a Straddle Period, the portion of such taxable period beginning after the Closing Date. “Purchaser Tax Return” has the meaning set forth in Section 5.9(b). “Purchaser’s Fundamental Warranties” means those representations and warranties set forth in Section 4.1 (Organization, Standing and Authority), Section 4.2 (Capital Structure), Section 4.3 (Corporate Authorization and Binding Effect), Section 4.4 (Regulatory Filings; No Defaults), Section 4.9 (Availability of Funds) and Section 4.10 (Investment) and, solely for purposes of Section 8.1, Section 4.8 (No Brokers). “Real Property” has the meaning set forth in Section 3.8(b). “Receiving Party” has the meaning set forth in Section 5.5. “Registered” means issued by, registered with, renewed by or the subject of a pending application before any Governmental Authority or internet domain name registrar. “Registration Rights Agreement” has the meaning set forth in Section 5.22. “Related Party Contracts” means any Contract by the Bank or any Transferred Subsidiary with either Seller or any of its Affiliates (other than the Bank or any Transferred Subsidiary). “Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal or leaching of any Hazardous Substance into the environment. “Replacement Award” has the meaning set forth in Section 5.10(h). “Reports” has the meaning set forth in Section 3.9(a)(iv). “Representatives” means, with respect to any Person, such Person’s, or such Person’s Subsidiaries’, directors, officers, employees, accountants, investment bankers, agents, attorneys and other advisors or representatives (including the employees or attorneys thereof). “Requisite Regulatory Approvals” has the meaning set forth in Section 5.3(a).

-15- “Restricted Banking Business” means any FDIC-insured branch-based or other retail banking, consumer lending or similar business (including any of the business/small business banking, wealth management and mass affluent/mass market businesses currently conducted by the Bank and the Transferred Subsidiaries); provided that, for the avoidance of doubt, “Restricted Banking Business” shall not include any Japanese Corporate Business. “Restricted Customer” means any customer of the commercial banking, real estate industries, business/small business banking, wealth management and consumer lending businesses currently conducted by the Bank and its Subsidiaries and in each case who shall be identified on the list of Restricted Customer to be delivered by Sellers to Purchaser prior to the Closing Date pursuant to Section 5.7(b) (for the avoidance of doubt, an Excluded Customer shall not constitute a “Restricted Customer” and shall not be listed on the list of Restricted Customers). “Restricted Territory” means the United States. “Retained Shared IP” means all Intellectual Property (excluding all Marks and Shared Software) owned by the Sellers or any of their Affiliates immediately following the Closing that is used in or necessary for the conduct of the Bank’s and the Transferred Subsidiaries’ respective businesses as of the Closing Date. “Reverse Transitional Services Agreement” has the meaning set forth in Section 5.22. “Rights” means, with respect to any Person, securities or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, or any warrants, options, restricted shares, performance shares, restricted share units, performance share units, phantom equity, calls or commitments relating to, or any stock or equity appreciation right or other equity or equity-based awards or other instrument the value of which is determined in whole or in part by reference to the market price, book or other value of, shares of capital stock, units or other equity interests of such Person or any of such Person’s Subsidiaries. “Sanctions” shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by U.S. Governmental Authorities (including, but not limited to, the U.S. Office of Foreign Assets Control, the U.S. Department of State and the U.S. Department of Commerce), the United Nations Security Council, the E.U. or other applicable Governmental Authority. “SEC” means the Securities and Exchange Commission. “Securities Act” means the Securities Act of 1933. “Securities Laws” means the Securities Act, the Exchange Act and any applicable securities Laws of any state. “Seller” has the meaning set forth in the Preamble.

-16- “Seller Bank” means MUFG Bank, Ltd. “Seller Benefit Plan” means each Employee Plan with respect to which the Sellers or any of their respective Subsidiaries (other than the Bank or the Transferred Subsidiaries) maintains, or sponsors, in each case, for the benefit of any Business Employee, excluding, in each case, any Multiemployer Plan. “Seller Holdco” has the meaning set forth in the Preamble. “Seller Indemnified Party” has the meaning set forth in Section 8.1(c). “Seller Marks” has the meaning set forth in Section 5.11(a). “Seller Tax Period” means any taxable period ending on or before the Closing Date and, with respect to a Straddle Period, the portion of such taxable period ending on and including the Closing Date. “Seller Tax Return” has the meaning set forth in Section 5.9(b). “Sellers’ Disclosure Schedule” has the meaning set forth in ARTICLE 3. “Sellers’ Fundamental Warranties” means, with respect to the representations and warranties set forth in Section 3.1 (Organization, Standing and Authority), Section 3.2 (Capital Structure) (other than the last sentence of Section 3.2(a)), Section 3.3 (Subsidiary Equity Holdings) and Section 3.4 (Corporate Authorization and Binding Effect) and, solely for purposes of Section 8.1, Section 3.12 (No Brokers). “Shared Software” means all software, firmware and middleware (in each case, in object code and source code) owned by the Bank or any of the Transferred Subsidiaries and used in the businesses of the Seller and its Affiliates (other than the Bank and the Transferred Subsidiaries, but including (i) the businesses conducted by the Bank and the Subsidiaries described in Schedule 4 attached hereto, and (ii) the Excluded Assets and Liabilities). “Shares” has the meaning set forth in the Recitals. “Special Dividend Amount” means an amount equal to the maximum amount approved by the OCC for the declaration and payment of a dividend by the Bank or any other return of, or reduction in, the Bank’s capital in connection with the consummation of the Transactions; provided that (a) the Special Dividend Transaction shall not result in the Estimated Closing TBV being more than the Maximum Closing TBV and (b) if the Special Dividend Transaction would result in the Estimated Closing TBV being less than the Target Closing TBV, then the Special Dividend Amount shall be reduced to an amount so that the Special Dividend Transaction would result in the Estimated Closing TBV being equal to the Target Closing TBV. “Special Dividend Approval” has the meaning set forth in Schedule 3. “Special Dividend Transaction” has the meaning set forth in Section 5.15.

-17- “Stock Consideration” means 44,374,155 shares of Purchaser Common Stock, free and clear of any Lien (other than restrictions on transfer which arise under applicable Securities Laws, this Agreement or the other Transaction Documents). “Stock Consideration Value” means $2,500,000,000. “Stock Sale” has the meaning set forth in Section 2.1. “Straddle Period” means a taxable period that begins on or before the Closing Date and ends after the Closing Date. “Subsidiary” means, with respect to any Person, any corporation, company (including any limited liability company), association, partnership, joint venture or other business entity of which a majority of the total voting power of the voting stock is at the time owned or controlled, directly or indirectly. “Subsidiary Shares” has the meaning set forth in Section 3.3. “Target Closing TBV” means $6,250,000,000. “Tax” and “Taxes” mean all federal, state, local and foreign taxes, however denominated (including income, gross receipts, windfall profits, severance, property, production, sales, use, license, excise, franchise, employment or withholding taxes), together with any interest, penalties and additions imposed by any Taxing Authority with respect to taxes. “Tax Proceeding” means any inquiry, claim, audit, action, suit, proceeding, examination, contest, litigation or investigation by any Governmental Authority in respect of Taxes. “Tax Returns” means all federal, state, local and foreign returns, declarations, claims for refund and information reports, statements, schedules or attachments thereto filed or required to be filed with respect to any Tax, and any amendment thereof. “Taxing Authority” means any Governmental Authority having or purporting to exercise jurisdiction with respect to any Tax. “TBV” means, as of any specified date, the tangible book value of the Bank calculated from the corresponding balance sheet of the Bank as of such specified date. For purposes of this definition, the tangible book value of the Bank will be calculated using the same methodologies, assumptions, accounting policies, principles, practices and categories used in calculating the tangible book value of the Bank as set forth in Schedule 2. Notwithstanding anything to the contrary, TBV shall not include any Tax refunds, Tax attributes relating to net operating loss carryforwards or Tax credits (and, for the avoidance of doubt, any reserves related thereto and any corresponding items which are derivative of such items, such as adjustments to deferred Tax assets due to federal benefits associated with state items). “Third Party” has the meaning set forth in Section 8.1(d).

-18- “Third Party Claim” has the meaning set forth in Section 8.1(e). “Third Party Consents” shall mean all material consents, approvals, waivers, registrations, permits, authorizations, notices or filings required to be obtained by Seller or its Affiliates, or to be given by Seller or its Affiliates to, or made by Seller or its Affiliates with, any third party other than a Governmental Authority, in connection with the execution, delivery and performance by Sellers of the Transaction Documents and the consummation of the Transactions, including to permit the continuation of any Material Contracts with the Bank or the Transferred Subsidiaries following the Closing. “Transaction Documents” means this Agreement, the P&A Agreement, the Transitional Services Agreement, Reverse Transitional Services Agreement, and the Registration Rights Agreement. “Transaction Expenses” means, without duplication, (a) to the extent incurred prior to the Closing Date in connection with the negotiation, execution or delivery of this Agreement or any other Transaction Documents or consummation of the Transactions, the out- of-pocket fees and expenses incurred by, or on behalf of, and paid or to be paid, directly by the Bank or the Transferred Subsidiaries, including to any Person that any of the Bank or the Transferred Subsidiaries prior to the Closing agrees to pay or reimburse, or is otherwise legally obligated to pay or reimburse in connection with the foregoing, including (i) all fees and expenses of counsel, advisors, consultants, investment bankers, accountants, auditors and any other experts and (ii) all brokers’, finders’ or similar fees and (b) all transaction-related bonuses, stay bonuses, sale bonuses, change in control payments, retention bonuses, severance or termination payments or any similar payments paid or payable by the Bank or the Transferred Subsidiaries in connection with or resulting from the Transactions ((x) excluding any such severance payments or similar obligations or benefits (A) accrued or payable before the Closing as a result of any requests by Purchaser or its Affiliates or (B) that become accrued or payable following the Closing but (y) notwithstanding the foregoing clause (x), Transaction Expenses shall include any obligations or benefits under the arrangements set forth under the heading “Transaction Expenses” in Section 1.1 of Sellers’ Disclosure Schedule to the extent the applicable individual is a Business Employee), together with all employer-side employment Taxes or similar obligations (without regard to any ability to defer any such Taxes) paid or payable with respect to any of the foregoing amounts in this clause (b). For the avoidance of doubt, all fees and expenses of Seller and its Affiliates (other than the Bank or the Transferred Subsidiaries) will be borne separately by Seller pursuant to Section 8.10 hereof and shall not under any circumstances constitute Transaction Expenses. “Transactions” means the transactions contemplated by and provided for in this Agreement and the other Transaction Documents (including the Excluded Assets and Liabilities Transfer, the Special Dividend Transaction, the Stock Sale and the Bank Merger). “Transfer” has the meaning set forth in the Recitals. “Transfer Taxes” means all U.S. federal, state and local sales, use, value added, transfer (including real property transfer), stamp, documentary, filing, recordation and other similar taxes and fees that may be imposed or assessed on the Transfer and Purchase of the

-20- actions taken by such party and its Affiliates in response to the Contagion Event and Contagion Event Measures; (v) any Governmental Authority include any successor to such Governmental Authority; (vi) the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (vii) the terms “Dollars” and “$” mean the lawful currency of the United States; (viii) the words “include,” “includes,” or “including” shall be deemed to be followed by the words “without limitation”; (ix) the term “made available” means any document or other information that was (i) provided by one party or its representatives to the other party and its representatives prior to the execution and delivery of this Agreement, (ii) included in the virtual data room of a party prior to the execution and delivery of this Agreement, (iii) filed or furnished by a party with the SEC and publicly available on XXXXX prior to the execution and delivery of this Agreement, or (iv) filed by the Bank and publicly available on the FFIEC Central Data Repository’s Public Data Distribution website prior to the execution and delivery of this Agreement; (x) the word “control” means “control” for purposes of the BHC Act and the Federal Reserve’s regulations and formal written guidance thereunder; and the terms “controlling” and “controlled” have correlative meanings to the foregoing; and (xi) the word “day” means a calendar day. (b) The table of contents and headings contained in this Agreement are for reference purposes only and do not limit or otherwise affect any of the provisions of this Agreement. (c) The parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. In the event of an ambiguity or a question of intent or interpretation, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (d) No representation, warranty, covenant or other agreement or provision contained in this Agreement shall be deemed to contemplate or require the disclosure of “confidential supervisory information,” as such term is defined in the regulations of any applicable Governmental Authority.

-23- (b) As soon as practicable, but in no event (i) more than the later of (x) ninety (90) days following the Closing Date and (y) ninety (90) days following the receipt by the Bank of the Excluded Assets and Liabilities Closing Balance Sheet under the P&A Agreement from Seller Bank, and (ii) no earlier than the receipt by the Bank of the Excluded Assets and Liabilities Closing Balance Sheet under the P&A Agreement from Seller Bank, Purchaser shall prepare and deliver to Seller (1) the Closing Balance Sheet and (2) Purchaser’s resulting calculation of the Closing TBV, in each case accompanied by reasonably detailed calculations thereof, detailed explanations of any changes or deviations from the Estimated Closing Balance Sheet and a reconciliation of any changes in the amount of the Closing TBV from the amount of the Estimated Closing TBV. Purchaser’s Closing Balance Sheet and Purchaser’s resulting calculation of the Closing TBV shall be consistent with the Bank’s determination of the Excluded Assets and Liabilities Closing Balance Sheet pursuant to the P&A Agreement, unless there is an unresolved disagreement with respect thereto that is submitted to a nationally recognized independent accounting firm selected in accordance with the terms of the P&A Agreement, in which case the disagreement shall be resolved under the P&A Agreement through a process that parallels the process outlined in Section 2.3(c) of this Agreement and shall be resolved prior to the Closing Balance Sheet (and the corresponding calculation of Closing TBV) shall become final and binding on the parties. In connection with Seller’s review of the foregoing, Purchaser shall, and shall cause its Affiliates to, afford Seller and its accountants and attorneys reasonable access to all work papers and documentation used in connection with, and to any of Purchaser’s employees and accountants involved in, the preparation of the items described in (1) and (2) above (subject to execution of customary access letters). (c) Except as otherwise expressly provided herein, the determination of the Closing Balance Sheet (and the corresponding calculation of Closing TBV) will be final and binding on the parties, unless, within ninety (90) days after receipt by Seller of the Closing Balance Sheet, Seller shall notify Purchaser in writing of its disagreement with any amount included therein or omitted therefrom. The parties shall negotiate in good faith to resolve any such disputed items during the fifteen (15) Business Day period following the receipt by Purchaser of notice of such disagreement, and disputed items that are resolved by written agreement of the parties in such time period shall be final and binding upon the parties, and the Closing Balance Sheet shall be updated accordingly. If the parties are unable to resolve all disputed items within such fifteen (15) Business Day period, the remaining disputed items will be determined by a nationally recognized independent accounting firm selected by mutual agreement of Seller and Purchaser (which shall be the same accounting firm, if any, selected pursuant to the P&A Agreement); provided, however, that in the event the fees of such accounting firm as estimated by such accounting firm would exceed fifty percent (50%) of the net amount of all remaining disputed items, the parties agree that such accounting firm will not be engaged by either party and that fifty percent (50%) of such net amount in dispute will be apportioned to each of Seller and Purchaser. Such accounting firm will make its determination based solely on written submissions to the accounting firm by the parties and their respective Representatives or any oral presentation (or additional written materials) requested by the accounting firm but, in any event, not by independent review. Within ten (10) Business Days of the submission of any disputed items to the accounting firm, Purchaser and Seller shall concurrently deliver supporting documentation (in writing) to the accounting firm (with a copy to the other party). The parties agree that all communications with or to the accounting firm will include the other party and that there will be no ex parte communications with the accounting

-24- firm (including with the personnel of the accounting firm assigned to resolve such disputes) with respect to any dispute. The parties shall instruct the accounting firm to render a written decision resolving such disputes within fifteen (15) Business Days after such written submissions (or, if later, the date of any oral presentations requested by the accounting firm), resolving only those issues in dispute specifically submitted to the accounting firm. In resolving any disputed item, the accounting firm: (1) will be bound by the applicable provisions set forth in this Agreement, including the applicable definitions, (2) will limit its review to the disputed items submitted to the accounting firm in the written submissions of the parties and shall not investigate matters independently and (3) will not assign a value greater than the greatest value, or lower than the lowest value, for such individual item claimed by any party. The fees and disbursements of the accounting firm will be allocated between Purchaser and Seller in the same proportion that the aggregate amount of such remaining disputed items so submitted to the accounting firm that is unsuccessfully disputed by each such party (as finally determined by the accounting firm) bears to the total amount of such remaining disputed items so submitted. By way of illustration, if Purchaser’s calculations would have resulted in a $1,000,000 net payment to Purchaser, and Seller’s calculations would have resulted in a $1,000,000 net payment to Seller and the accounting firm’s final determination pursuant to this Section 2.3(c) results in an aggregate net payment of $500,000 to Seller, then Purchaser and Seller shall pay 75% and 25%, respectively, of the fees and disbursements of the accounting firm. The parties agree that the resolution of disputes with respect to the calculations and amounts set forth in the Closing Balance Sheet (and the corresponding calculation of Closing TBV) (x) will be governed, solely and exclusively, by the procedures set forth in this Section 2.3(c) and (y) will be conclusive and binding on the parties when rendered by the accounting firm, except, in each case, in the case of fraud, intentional misconduct or manifest error. (d) If the Closing TBV (as mutually agreed by Seller and Purchaser or finally determined by the accounting firm pursuant to Section 2.3(c)) exceeds the Estimated Closing TBV, then Purchaser shall make an adjustment payment to Seller in an amount equal to such excess. If the Closing TBV (as mutually agreed by Seller and Purchaser or finally determined by the accounting firm pursuant to Section 2.3(c)) is less than the Estimated Closing TBV, then Seller shall make an adjustment payment to Purchaser in an amount equal to such difference. Any payment pursuant to this Section 2.3(d) will be made together with interest on the amount of such payment at the Effective Federal Funds Rate calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Closing Date until, but not including, the date of payment. Within ten (10) days following such mutual agreement or final determination of the Closing TBV, any payment payable pursuant to this Section 2.3(d) will be paid in immediately available funds in cash to a bank account or accounts designated by Purchaser or Seller, as the case may be, at least two (2) Business Days prior to the expiration of such ten (10) day period. Any payments made pursuant to this Section 2.3(d) will be treated for all Tax purposes as adjustments to the Purchase Price. (e) For the avoidance of doubt, neither Purchaser and its Affiliates (on the one hand) nor Sellers and their Affiliates (on the other hand) shall be entitled to recover more than once with respect to the same amount under this Section 2.3 and the P&A Agreement (i.e., no double-counting).

-31- regulatory accounting principles) applied on a consistent basis (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Bank and its Subsidiaries, as of the dates thereof, and their respective results of operations and cash flows for the periods then ended (except as may be indicated in the notes thereto and are subject to normal year-end audit adjustments). The carveout financial statements made available in Section 1.3 of the Dataroom (i) have been derived from the books and records of the Bank and the Transferred Subsidiaries, (ii) have been prepared in conformity with requirements under applicable Law (including applicable regulatory accounting principles) applied on a consistent basis (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Bank and the Transferred Subsidiaries (after giving effect to the Excluded Assets and Liabilities Transfer), as of the dates thereof, and their respective results of operations for the periods then ended (except as may be indicated in the notes thereto and are subject to normal year-end audit adjustments). The balance sheet as of June 30, 2021 contained in such carveout financial statements does not include any Excluded Assets and Liabilities and reflects all assets and liabilities of the Bank and the Transferred Subsidiaries (after giving effect to the Excluded Assets and Liabilities Transfer) required to be set forth on such balance sheet. (b) Except (i) as reflected or reserved against in the Financial Statements (or disclosed in the notes thereto, if applicable), as adjusted to reflect the Excluded Assets and Liabilities Transfer, (ii) for Permitted Liens, (iii) for liabilities incurred in the ordinary course of business since June 30, 2021, or (iv) for liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no liabilities of the Bank and the Transferred Subsidiaries of any sort whatsoever of a character required under GAAP and/or requirements under applicable Law (including applicable regulatory accounting principles) to be reflected or reserved against on a consolidated balance sheet or disclosed in the notes to a consolidated balance sheet of the Bank prepared in accordance with GAAP and/or requirements under applicable Law (including applicable regulatory accounting principles). (c) The Bank and its Subsidiaries have been subject to since January 1, 2019, and continue to be subject to, a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) established and maintained by Seller. Such internal controls are designed to provide reasonable assurance regarding the reliability of the Seller’s financial reporting and the preparation of the Seller’s consolidated financial statements for external purposes in accordance with GAAP. Seller has disclosed, based on its most recent evaluation of its internal accounting controls by its chief executive officer and chief financial officer prior to the date hereof, to Seller’s auditors and audit committee (i) all significant deficiencies and material weaknesses in the design or operation of internal controls which would adversely affect the ability of the Bank or the Transferred Subsidiaries to record, process, summarize and report financial information for inclusion in the applicable combined financial statements and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Seller’s internal controls over financial reporting relating to the Bank or the Transferred Subsidiaries. Since January 1, 2019, to the Knowledge of Sellers, no material complaints from any source regarding accounting, internal accounting controls or auditing matters have been received by Sellers or the Bank and no material written complaints from employees of Sellers or the Bank regarding questionable accounting or auditing

-33- Contracts, and (z) other than in the ordinary course of business (it being understood and agreed that “in the ordinary course of business” for purposes of this clause (iii) shall include the creation of deposit liabilities, issuances of letters of credit, purchases of federal funds, borrowings from any Federal Home Loan Bank, sales of certificates of deposit, issuances of commercial papers, entry into repurchase agreements and satisfaction of legal requirements in the exercise of trust powers, in each case, in the ordinary course of business); (v) other than (A) leases of real property, (B) Extensions of Credit or (C) Derivative Contracts (in the case of each of clauses (A), (B) and (C), entered into in the ordinary course of business), any Contract that creates future payment obligations on the Bank and the Transferred Subsidiaries in excess of $15,000,000 per annum and which by its terms does not terminate or is not terminable without penalty upon notice of 180 days or less; (vi) any Contract providing for the sale by the Bank or any Transferred Subsidiary of goods or services (other than any Extension of Credit, provision of credit services or other arrangements in the ordinary course of business) providing for payments to the Bank or such Transferred Subsidiary in excess of $15,000,000 per annum; (vii) any Contract pursuant to which the Bank or any Transferred Subsidiary (x) grants either directly or through Sellers or another Affiliate any license or covenant not to xxx under any material Intellectual Property owned by the Bank or any Transferred Subsidiary to an unaffiliated third party, or (y) receives either directly or through Sellers or another Affiliate any license or covenant not to xxx from an unaffiliated third party under any Intellectual Property that is material to the businesses of the Bank or any Transferred Subsidiary, excluding, for the purposes of clauses (x) and (y), (A) any non-exclusive licenses to customers or for software or databases that are commercially available and (B) any Contract entered into with employees or independent contractors on Sellers’ or any of their Affiliates’ standard forms that have been made available to Purchaser; (viii) any Contract that provides for an increased payment or benefit, or accelerated vesting, upon the execution of this Agreement or the Closing or in connection with the Transactions, where such increase of payment or benefit or acceleration of vesting would, either individually or in the aggregate, reasonably be expected to be material to the Bank and its Transferred Subsidiaries, taken as a whole; (ix) (A) any material exclusive dealing Contract, or (B) any Contract that (x) contains non-competition or non-solicitation covenants that materially limit the freedom of the Bank or its Affiliates (including, after the Closing, the Purchaser and its Subsidiaries) to compete in any line of business or with any Person or in any area or operate at any location, or (y) purports to materially limit or restrict the ability of the Bank or its Affiliates (including, after the Closing, the Purchaser and its Subsidiaries) to solicit clients or employees or any category of Persons, other than non-solicit arrangements in the ordinary course of business;

-37- (nor has revocation been threatened), and, to the Knowledge of Sellers, there are no existing circumstances and no events have occurred that would adversely affect the qualified status of any Bank Qualified Plan or the related trust. (d) None of the Bank and the Transferred Subsidiaries nor any Bank ERISA Affiliate has, at any time during the last six (6) years, contributed to or been obligated to contribute to (i) a Multiemployer Plan or (ii) a plan that has two (2) or more contributing sponsors at least two (2) of whom are not under common control, within the meaning of Section 4063 of ERISA (a “Multiple Employer Plan”), and none of the Bank and the Transferred Subsidiaries nor any Bank ERISA Affiliate has incurred or would incur any liability that has not been satisfied in full to a Multiemployer Plan or Multiple Employer Plan as a result of a complete or partial withdrawal (as those terms are defined in Part I of Subtitle E of Title IV of ERISA) from a Multiemployer Plan or Multiple Employer Plan. (e) Except as would not reasonably be expected to be material to the Bank and the Transferred Subsidiaries, taken as a whole, with respect to each Benefit Plan that is subject to Section 302 or Title IV of ERISA or Section 412, 430 or 4971 of the Code: (i) the minimum funding standard under Section 302 of ERISA and Sections 412 and 430 of the Code has been satisfied and no waiver of any minimum funding standard or any extension of any amortization period has been requested or granted, (ii) no such plan is in “at-risk” status for purposes of Section 430 of the Code, (iii) the present value of accrued benefits under such Benefit Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Benefit Plan’s actuary with respect to such Benefit Plan, did not, as of its latest valuation date, exceed the then current fair market value of the assets of such Benefit Plan allocable to such accrued benefits, (iv) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, (v) all premiums to the Pension Benefit Guaranty Corporation (the “PBGC”) have been timely paid in full, (vi) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or would be expected to be incurred by the Bank or any Transferred Subsidiary, and (vii) the PBGC has not instituted proceedings to terminate any such Benefit Plan. (f) Except as would not reasonably be expected to be material to the Bank and the Transferred Subsidiaries, taken as a whole, no Benefit Plan provides for any post- employment or post-retirement health or medical or life insurance benefits for retired, former or current employees or beneficiaries or dependents thereof, except as required by Section 4980B of the Code. (g) Except as would not reasonably be expected to be material to the Bank and the Transferred Subsidiaries, taken as a whole, all contributions required to be made to any Benefit Plan by applicable law or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Benefit Plan, have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records of the Bank. (h) Except as set forth in Section 3.13(h) of the Sellers’ Disclosure Schedule, there are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted, against the Benefit Plans, any

-40- (d) No jurisdiction in which the Bank or any Transferred Subsidiary does not file a Tax Return has asserted in writing a claim that (i) the Bank or any Transferred Subsidiary may be subject to taxation by it and (ii) Taxes related to the Bank or any Transferred Subsidiary are due or that Tax Returns of such type in such jurisdiction related to the Bank or any Transferred Subsidiary are required to be filed. (e) No closing agreements, private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into with or issued by any Taxing Authority with respect to the Bank or the Transferred Subsidiaries that would bind the Bank in any taxable period (or portion thereof) after the Closing. Neither the Bank nor any Transferred Subsidiaries have executed any power of attorney with respect to Tax that remains in effect. (f) During the time owned, directly or indirectly, neither the Bank nor any Transferred Subsidiary (i) has been a member of an affiliated, consolidated, combined, unitary or similar Tax group for purposes of filing any Tax Return, other than, for purposes of filing consolidated U.S. federal income tax returns, a group of which either Seller or the Bank or such Transferred Subsidiary was the common parent, (ii) is a party to or has any obligation under any Tax sharing, Tax indemnification, or Tax allocation agreement or similar contract or arrangement, other than any such agreement that only includes the Seller and its Affiliates or any such agreement the primary purpose of which was unrelated to tax, or (iii) has any liability for Taxes of any Person (other than the Bank or any Transferred Subsidiary) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise, other than a group which only includes the Seller and its Affiliates. (g) Neither the Bank nor any Transferred Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date, as a result of (i) any change in accounting method made before the Closing under Section 481(c) of the Code (or any similar provision of state, local or foreign Law), (ii) “closing agreement” described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) entered into prior to the Closing, (iii) installment sale or open transaction disposition or intercompany transaction made on or prior to the Closing, (iv) prepaid amount received on or prior to the Closing, (v) any intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state or local Law) existing on or prior to the Closing, or (vi) the deferral of any Tax obligations pursuant to the Coronavirus Aid, Relief, and Economic Security Act or similar statutory relief, in each case, as a result of any action or transaction occurring prior to the Closing. (h) Neither the Bank nor any Transferred Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code within the three-year period immediately preceding the date of this Agreement.

-49- Exchange Act or the Securities Act since January 1, 2019 (the audited financial statements contained (or incorporated by reference) in such Purchaser SEC Reports for the fiscal years ended December 31, 2019 and December 31, 2020, and the unaudited financial statements contained (or incorporated by reference) in such Purchaser SEC Reports for the six (6)-month period ended June 30, 2021, collectively, the “Purchaser Financial Statements”). Each of the Purchaser SEC Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to the Purchaser SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Purchaser SEC Reports did not, and any Purchaser SEC Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (b) The Purchaser Financial Statements (i) have been derived from the books and records of Purchaser and its Subsidiaries, (ii) have been prepared in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of Purchaser, as of the dates thereof and their respective results of operations and cash flows for the periods then ended (except that the unaudited statements may not contain footnotes and are subject to normal year- end audit adjustments). (c) Except (i) as reflected or reserved against in the Purchaser Financial Statements (or disclosed in the notes thereto, if applicable), (ii) for Permitted Liens, (iii) for liabilities incurred in the ordinary course of business since June 30, 2021, or (iv) for liabilities that would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect, there are no liabilities of Purchaser of a character required under GAAP to be reflected or reserved against on a balance sheet or disclosed in the notes to an audited consolidated balance sheet of Purchaser prepared in accordance with GAAP. (d) Purchaser and its Subsidiaries have established and maintained since January 1, 2019, and continue to maintain, a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act). Such internal controls are designed to provide reasonable assurance regarding the reliability of Purchaser’s financial reporting and the preparation of Purchaser’s consolidated financial statements for external purposes in accordance with GAAP. Purchaser has disclosed, based on its most recent evaluation of its internal accounting controls by its chief executive officer and chief financial officer prior to the date hereof, to Purchaser’s auditors and audit committee (i) all significant deficiencies and material weaknesses in the design or operation of internal controls which would adversely affect Purchaser’s ability to record, process, summarize and report financial information for inclusion in the applicable combined financial statements and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Purchaser’s internal controls over financial reporting. Since January 1, 2019, to the knowledge of Purchaser, no material complaints from any source regarding accounting, internal accounting controls or auditing matters have been received by Purchaser and no material written complaints from

-52- in Purchaser gaining access to any information relating to the Excluded Assets and Liabilities (other than expressly contemplated by the Transaction Documents); provided that the parties shall use commercially reasonable efforts to make other arrangements (including redacting information or making substitute disclosure arrangements) that would enable such access or furnishing of information to Purchaser to occur without contravening any of the foregoing clauses (A), (B) and (C). All information received pursuant to this Section 5.1 shall be governed by the terms of Section 5.5. (b) Following the Closing, to the extent permitted by applicable Law, Sellers may retain copies of books and records of the Bank and the Transferred Subsidiaries and, with respect to any books and records for which Sellers do not retain copies, the Purchaser agrees to provide (or cause its Affiliates to provide) the Sellers with reasonable access to such books and records and other documents that the Purchaser acquires pursuant to this Agreement and, to the extent permitted by applicable Law and as may be reasonable in light of Contagion Event Measures, reasonable access upon reasonable prior notice and request, during normal business hours, to its assets, properties and employees, in each case, to the extent that such access is reasonably required by Sellers or any of their Affiliates to (x) defend, prosecute, appeal or cooperate with any judicial, arbitral or regulatory proceeding, audit or investigation to which Sellers or any of their Affiliates is a party and which relates to the Bank or any Transferred Subsidiary or otherwise to the business and affairs thereof prior to the Closing, (y) prepare financial statements or regulatory filings of Sellers in respect of periods ending on or prior to the Closing Date, or (z) comply with the terms of this Agreement, any other Transaction Document, any applicable Law or request of any Governmental Authority; provided that all books, records, information and materials of the Bank and the Transferred Subsidiaries, including customer lists (collectively, and together with any reports, analyses, compilations, memoranda, notes and any other writings that contain, reflect or are based upon such information, “Confidential Information”), shall be subject to the confidentiality provisions of Section 5.5 and no Confidential Information may be made available to Sellers’ Representatives or to any of Sellers’ Affiliates or their respective Representatives unless such Person agrees to maintain the confidentiality of the Confidential Information pursuant to Section 5.5 (and, in any event, Sellers shall be liable for any failure of such Affiliates or Representatives to act in accordance with Section 5.5); provided, further, that neither the Purchaser nor any of its Affiliates shall be required to provide such access to the extent that doing so (A) would reasonably be expected to result in the loss of any legal privilege, contravene any Law or fiduciary obligations (including those related to confidential supervisory information), or (B) would reasonably be expected to result in the disclosure of any trade secrets or competitively sensitive information of Purchaser or its Affiliates or of a third party to whom Purchaser or its Affiliates have confidentiality obligations; provided that the parties shall use commercially reasonable efforts to make other arrangements (including redacting information or making substitute disclosure arrangements) that would enable such access or furnishing of information to the Sellers to occur without contravening such privilege or applicable Law. The Purchaser agrees to (or to cause its relevant Affiliates (including the Bank after the Closing) to) retain and preserve all books and records and all other documents that it or they acquire pursuant to this Agreement, in compliance with all applicable Law. (c) At or prior to the Closing, to the extent that any books and records of the Bank and the Transferred Subsidiaries are in the possession of Sellers or any of their Affiliates

-54- (iii) issue, transfer, award, grant or otherwise permit to become outstanding, or dispose of or encumber or pledge, or authorize or propose the creation of, any additional Shares or Rights or any additional shares of capital stock of the Bank, or any Transferred Subsidiary, or any Rights relating to the same, or for which the Bank or any Transferred Subsidiary would have any liability; (iv) (A) directly or indirectly adjust, split, combine or reclassify, subdivide or otherwise amend the terms of, purchase or otherwise acquire, any shares of its stock or debt securities or any Rights related to the same, (B) declare or pay any noncash dividend or make any other noncash distribution in respect of any of the Bank’s capital stock, or (C) declare or pay any cash dividend or make any other cash distribution in respect of any of the Bank’s capital stock after the Estimated Closing Balance Sheet Date (other than the Special Dividend Transaction); (v) pay, discharge, settle or compromise any Action or threatened Action, other than any payment, discharge, settlement or compromise in the ordinary course of business that (A) does not create negative precedent for other pending or potential proceedings, actions or claims, (B) does not involve monetary damages or other settlement that would exceed $5,000,000 individually or $20,000,000 in the aggregate in excess of reserves as they existed on June 30, 2021, (C) does not involve injunctive relief or any other non-monetary relief (other than other non-monetary relief in the ordinary course of business), or (D) relates to the Excluded Assets and Liabilities; (vi) (A) make any new Extension of Credit (x) in an amount in excess of $50,000,000 to a single borrower or group of related borrowers, (y) where the borrower’s senior funded debt to EBITDA ratio is more than 5.0 or the loan to value ratio is in excess of supervisory limits, in each case as computed by the Bank in the ordinary course of business, and (z) where the borrower’s interest coverage ratio, as computed by the Bank in the ordinary course of business, is less than 1.1 or (B) make any renewed Extension of Credit that is classified as “special mention” or “criticized” or words of similar imports by the Bank in the ordinary course of business (for the avoidance of doubt, it being understood that the restrictions under this Section 5.2(b)(vi) shall not apply to any Extension of Credit that currently is or that will be included in the Excluded Assets and Liabilities); provided that, promptly following the date hereof the parties shall agree on a process for seeking any approvals required as a result of the foregoing covenant; provided, further, that, at a minimum such process shall include an obligation on the part of Purchaser to consent or provide written notice of objection to any such new or renewed Extension of Credit in writing within two (2) Business Days from the date the applicable Transferred Subsidiary provides Purchaser with written notice of such new Extension of Credit together with the related credit approval memo and other materials used by the applicable Transferred Subsidiary for internal approval purposes (and any failure to so respond shall be deemed to be consent to the applicable new or renewed Extension of Credit); (vii) other than (x) in the ordinary course of business (it being understood and agreed that “in the ordinary course of business” for purposes of this clause (vii) shall include the creation of deposit liabilities, issuances of letters of credit,

-55- purchases of federal funds, borrowings from any Federal Home Loan Bank, sales of certificates of deposit, issuances of commercial papers, entry into repurchase agreements and satisfaction of legal requirements in the exercise of trust powers, in each case, on terms and in amounts consistent with past practice) or (y) for any Excluded Assets and Liabilities, (A) subject any material asset of the Bank or of any Transferred Subsidiary to a Lien or permit, allow or suffer to exist any Lien in respect thereof, other than Permitted Liens; or (B) incur any liability for borrowed money (or guarantee any indebtedness for borrowed money), issue any debt securities, assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person (other than a Transferred Subsidiary); (viii) dispose of any material assets (without limiting Section 5.2(b)(xii), other than Intellectual Property) to any person other than a Transferred Subsidiary, including existing branches of the Bank, except in the ordinary course of business or pursuant to Contracts in force as of the date of this Agreement; (ix) other than as required by the terms of any Benefit Plan existing as of the date hereof, (A) increase the compensation or benefits of any Business Employee, other than the payment of incentive compensation for completed performance periods based upon corporate performance, the performance of such employee and, if applicable, such employee’s business, in each case determined in accordance with the terms of the applicable Benefit Plan and in the ordinary course of business consistent with past practice, (B) enter into any change-in-control, retention, employment, severance, termination or other similar agreement or arrangement with any Business Employee, or increase or commit to increase the change-in-control, severance or termination pay or benefits payable to any Business Employee, (C) pay or award, or commit to pay or award, any bonuses or incentive compensation to any Business Employee other than incentive compensation payments contemplated by clause (A) above, (D) enter into, establish, adopt, terminate or amend any Benefit Plan or any plan, program, arrangement, practice or agreement that would be a Benefit Plan if it were in existence on the date hereof, except for de minimis administrative amendments that would not increase the benefits provided thereunder or the cost thereof to the Bank and the Transferred Subsidiaries, (E) take any action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any Benefit Plan, with respect to any Business Employee, (F) hire any Business Employee, other than as permitted under Section 5.10(e), (G) terminate the employment of any Business Employee with the title of Managing Director or above, other than for cause or pay any severance, termination pay or benefits to any employee without obtaining an effective comprehensive general release of claims against the Bank and the Transferred Subsidiaries, (H) transfer the employment of any Business Employee to Sellers or any of their Affiliates (other than the Bank or any Transferred Subsidiary), or transfer the employment of any employee, officer, director, or natural person independent contractor of Sellers or any of their Affiliates (other than the Bank or any Transferred Subsidiary) to the Bank or its Affiliates (other than as permitted under Section 5.10(e)), (I) grant to any Business Employee any right to reimbursement, indemnification, or payment for any Taxes incurred under Section 409A or 4999 of the Code, or (J) recognize any union, labor organization or

-56- employee association as the representative of any Business Employees, or enter into, establish or adopt any Collective Bargaining Agreement; (x) other than the capital expenditures (A) pre-approved by Purchaser in writing or capital expenditures necessary for safety and soundness purposes or (B) made with respect to the businesses that currently are or will be included in the Excluded Assets and Liabilities (to the extent all payment obligations thereunder are taken into account in the Estimated Closing TBV and Closing TBV), undertake or authorize any capital expenditures not contemplated by the budget set forth on in Section 5.2(b)(x) of the Sellers’ Disclosure Schedule that are, in the aggregate, in excess of $30,000,000 per annum; (xi) change any method of financial accounting or accounting practice or policy, except as may be required from time to time by GAAP and/or requirements under applicable Law (including applicable regulatory accounting principles) (without regard to any optional early adoption date); (xii) except for non-exclusive license in the ordinary course of business and expiration of Intellectual Property at the end of its natural term, sell, assign, transfer, dispose of, abandon, allow to expire or license any material Intellectual Property owned by the Bank or any Transferred Subsidiary; (xiii) (A) make, change or revoke any material Tax election, (B) change any material method of Tax accounting, (C) change any material Taxable year or period, (D) enter into any material closing agreement with respect to Taxes, (E) file any material amended Tax Return, (F) settle or compromise any material Tax claim or assessment, or (G) surrender any material claim for a refund of Taxes, in each case except to the extent such action (1) solely relates to the Seller’s consolidated, combined, affiliated or unitary Tax returns and (2) would not reasonably be expected to have the effect of materially increasing the Tax liability of Purchaser for any period ending after the Closing Date; (xiv) make application for the opening, relocation or closing of any, or open, relocate or close any, branch or automated banking facility of the Bank, other than those pending as of the date of this Agreement and set forth in Section 5.2(b)(xiv) of the Sellers’ Disclosure Schedule, or permit the revocation or surrender by the Bank or any Transferred Subsidiary of its certificate of authority to maintain any such facility, except as may be required by any Governmental Authority; (xv) enter into any material new line of business or change in any material respect its lending, underwriting, risk and asset liability management and other banking, operating, and servicing policies, except (A) as required by applicable Law, (B) as otherwise may be requested by a Governmental Authority, (C) as necessary for safety and soundness purposes, or (D) as solely related to the Excluded Assets and Liabilities; (xvi) except (A) in the ordinary course of business or (B) as solely related to the Excluded Assets and Liabilities, (x) amend, modify or change any investment practices of the Bank or any Transferred Subsidiary or (y) make any change

-57- in any material respect to the investment portfolio of the Bank or any Transferred Subsidiary in terms of duration, credit, quality or type of interests, except as required by applicable Law; (xvii) except in the ordinary course of business, (A) materially amend, waive, modify or consent to the termination of any Material Contract, (B) enter into any Contract that would have been a Material Contract if in effect as of the date hereof, or (C) enter into any Contract with any Affiliate or engage in any transaction with any Affiliate (other than solely by and among the Bank and the Transferred Subsidiaries); (xviii) knowingly take any action (including a business acquisition, sale or other strategic transaction) that, or fail to take any action if such failure, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions, or impair the Sellers’ ability to perform their obligations under this Agreement or consummate the Transactions; (xix) make any change that, to the Sellers’ Knowledge, will have an ongoing material adverse effect on the operation or security of any IT Assets owned or controlled by the Bank or any Transferred Subsidiary, except as required by applicable Law; (xx) knowingly take any action that is intended or reasonably likely to result in any of the conditions set forth in ARTICLE 6 not being satisfied; or (xxi) authorize, announce an intention, or enter into any agreement or commitment with respect to any of the foregoing. (c) During the period through the Closing Date or earlier termination of this Agreement, except as (A) otherwise expressly contemplated by the Transaction Documents, (B) consented to in writing in advance by Seller Holdco (which consent shall not be unreasonably withheld, conditioned or delayed), or (C) required by applicable Law, Purchaser shall not, and shall cause its Subsidiaries not to: (i) amend the Constituent Documents of Purchaser or any Subsidiary in a manner that would impair Purchaser’s ability to perform its obligations under the Transaction Documents or consummate the Transactions on a timely basis; (ii) adjust, split, combine or reclassify any capital stock of Purchaser or make, declare or pay any extraordinary dividend on any capital stock of Purchaser, in each case unless the Stock Consideration is equitably adjusted (which may be effected upon notice by Purchaser to Sellers) to provide Sellers the same economic effect as contemplated by this Agreement prior to such event; (iii) knowingly take any action (including a business acquisition, sale or other strategic transaction) that, or fail to take any action if such failure, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions Agreement, or impair Purchaser’s ability to perform

-59- subject to a Requisite Regulatory Approval), (ii) consider in good faith the views of the other party or its counsel with respect to any such filing, application, correspondence or other written communication, and (iii) provide counsel for the other party with copies of all filings, applications or other written submissions made by such party, and all material correspondence between such party (and its advisors) with any Governmental Authority and any other information supplied by such party and such party’s Affiliates to a Governmental Authority or received from such a Governmental Authority in connection with the Transactions (except where such communication (x) is made to a Governmental Authority other than in respect of a Requisite Regulatory Approval, and (y) relates to the businesses that currently are or will be included in the Excluded Assets and Liabilities Transfer and the transfer of which in connection with the Excluded Assets and Liabilities Transfer is not subject to a Requisite Regulatory Approval), in each case in such a manner as may be reasonable under the circumstances during a Contagion Event; provided, however, that materials may be excluded or redacted as necessary (A) to comply with applicable Law, or (B) to address reasonable privilege or confidentiality concerns. Each party agrees that it will use reasonable best efforts to (1) keep the other party apprised of the status of matters relating to all applications and notices to Governmental Authorities related to the Transactions and developments related thereto, and (2) give the other party reasonable advance notice of, and except as may be impermissible due to the anticipated discussion of a party’s confidential supervisory information, allow the other party to participate in, any substantive meetings or discussions held with any Governmental Authority (other than routine or local supervisory team meetings or discussions) concerning such applications or notices to Governmental Authorities related to the Transactions (and give due consideration in good faith to any reasonable request of the other party with respect to any such participation); provided that such participation is not objected to by such Governmental Authority. The parties covenant and agree not to extend any waiting period associated with any Requisite Regulatory Approval or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other party hereto. (c) The parties further covenant and agree that (i) with respect to any threatened or pending preliminary or permanent Government Order that would adversely affect the ability of the parties hereto to consummate the Transactions, to use their respective reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be, and (ii) in the event that any Action is commenced after the date hereof challenging any of the parties’ rights to consummate the Transactions, the parties shall use their reasonable best efforts, and take all reasonable actions necessary and appropriate, to contest such Action. (d) Each party represents, warrants and agrees that any information furnished by it for inclusion in any regulatory application will to its Knowledge be true and complete in all material respects as of the date so furnished. (e) Sellers shall, and shall cause their Affiliates (including the Bank and the Transferred Subsidiaries) to, use reasonable best efforts to obtain all Third Party Consents as soon as practicable; provided; that, without Purchaser’s consent, the Bank and the Transferred Subsidiaries shall not offer or grant any accommodation (financial or otherwise) to any third party in connection therewith unless Sellers fully bear all such obligations (whether by being taken into account in the Closing Balance Sheet or being treated as a Transaction Expense).

-63- (iii) Sellers or any of their Affiliates from acquiring, owning or holding any of the outstanding securities of an entity, whether or not in the United States; provided that (x) Sellers or any of their Affiliates shall not be presumed to control such entity under the BHC Act and the Federal Reserve’s regulations and guidance thereunder and (y) with respect to any entity that is a “bank” or “bank holding company” as defined in the BHC Act (other than any entity in which Sellers or any of their Affiliates have an investment as of the date of this Agreement which is, as of the date hereof, or which becomes, after the date hereof, a bank or bank holding company, as so defined), Sellers or any of their Affiliates shall not acquire, own or hold, five percent (5%) or more of the outstanding securities of such entity; (iv) Sellers or any of their Affiliates from acquiring, owning, holding or exercising rights of ownership with respect to a security solely in a fiduciary, custodial or agency capacity or otherwise for the benefit of or on behalf of clients or other unaffiliated beneficiaries; (v) Sellers or any of their Affiliates from, directly or indirectly, acquiring (whether by merger, consolidation or otherwise) a Person that operates or engages in a Competing Banking Business in the Restricted Territory if such Competing Banking Business represents no more than ten percent (10%) of such Person’s business (measured, for purposes of this clause (v), based on the percentage of total assets of the Competing Banking Business in the Restricted Territory relative to the overall consolidated total assets of the Person acquired as of the end of the most recent fiscal quarter prior to the date of entering into the agreement providing for the applicable acquisition); or (vi) Sellers and their Affiliates from undertaking general advertising or marketing campaigns not targeting Restricted Customers. (d) Following the Closing, Sellers shall not, and Sellers shall cause their Controlled Affiliates not to, use any customer lists of the Bank or any Transferred Subsidiary in connection with the operation of their businesses. (e) For the avoidance of doubt, this Section 5.7 (other than subsection (d)) shall not apply to any Controlled Affiliate if the Sellers cease to control, directly or indirectly, such Affiliate. (f) If any provision contained in this Section 5.7 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 5.7, but this Section 5.7 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that, if any of the restrictions or covenants contained in this Section 5.7 are held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable Law, the parties shall construe and interpret or reform this Section 5.7 to provide for a covenant having the maximum enforceable geographical area, time

-65- (i) Seller and its Affiliates (other than the Bank and the Transferred Subsidiaries) shall pay or cause to be paid and hereby agree to indemnify and hold the Purchaser Indemnified Parties harmless from and against (1) any Excluded Taxes, (2) any reduction in the balance of the net deferred Tax asset that was included in TBV, which shall be determined by comparing the balance of the net deferred Tax asset actually included in TBV with a determination of the hypothetical balance of such net deferred Tax asset immediately following the filing of any Tax Returns relating to the Seller Tax Period (and the Seller portion of any Straddle Period), (3) any reduction in the net deferred Tax asset which was included in TBV by reason of any Tax Proceeding; and (4) any incremental Taxes incurred by Purchaser or any of its Affiliates due to the disallowance in any Tax Proceeding of the net deferred Tax asset included in TBV. (ii) Purchaser shall pay or cause to be paid and hereby agrees to indemnify and hold Seller and its Affiliates harmless from and against any Purchaser Indemnified Taxes. Seller shall be entitled to any refunds of Taxes (whether in the form of cash received or a credit against Taxes otherwise payable) received by the Bank or any Transferred Subsidiary in respect of the Seller Tax Period, except to the extent the entitlement to such refund (A) was reflected as an asset in the Closing TBV or (B) arises as a result of a carryback to any Seller Tax Period of any net operating loss, capital loss or other Tax attribute arising in a Purchaser Tax Period (or, in the event of a Straddle Period, the netting of such Tax attributes arising in a Purchaser Tax Period against income or gain arising in a Seller Tax Period). (iii) In the case of any Taxes that are payable for a Straddle Period, the portion of such Tax that relates to the portion of such taxable period ending on the Closing Date shall (A) in the case of any Taxes not based on net income or on receipts, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period and (B) in the case of any Taxes based on net income or on receipts (e.g., sales and use Taxes), be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. To the extent any item of income, gain, loss, deduction or credit of the Bank or any Transferred Subsidiary is attributable to an interest in an entity or arrangement classified as a partnership or other “flow-through” entity for Tax purposes, such entity or arrangement shall be treated for purposes of this Agreement as if its taxable year ended on the Closing Date and any such items of income, gain, loss, deduction or credit of each such entity through the Closing Date shall be considered to be attributable to the portion of the taxable period ending on the Closing Date. Notwithstanding the foregoing, the amount of items of depreciation and low income housing tax credits allocated to the portion of a Straddle Period prior to the Closing Date shall be the total amount of such items arising in such Straddle Period multiplied by a fraction, the numerator of which shall be the number of days prior to the Closing Date in the taxable year and the denominator of which shall be the total number of days in the taxable year that includes the Closing Date. For purposes of this Section 5.9(a)(iii), any Taxes arising out of the ordinary course of business on the Closing Date but after the Effective Time shall be deemed to take place on the first day following the Closing Date.

-67- affecting Excluded Taxes, Seller shall notify Purchaser within twenty (20) calendar days after receiving such Tax Return. Purchaser and Seller shall negotiate in good faith and use commercially reasonable efforts to resolve any disputed items prior to the due date (taking into account extensions) for filing such Tax Return. In the event that Purchaser and Seller are unable to resolve any disputed items prior to the due date for filing such Tax Return, (i) Purchaser shall be permitted to file such Tax Return reflecting Purchaser’s position with respect to any disputed items, (ii) as promptly as practicable following the filing of such Tax Return, Seller and Purchaser shall cause a mutually selected independent accounting firm to resolve such dispute (the costs and expenses of which shall be borne equally by the parties), and (iii) to the extent necessary, Purchaser shall file an amended Tax Return to reflect the resolution of such disputed items by the independent accounting firm. No later than two (2) Business Days prior to the due date (taking into account extensions) for Purchaser filing any Tax Return pursuant to this Section 5.9(c), Seller shall, or shall cause its Affiliates to, pay to Purchaser an amount equal to any Excluded Taxes shown as due and payable with respect to such Tax Return. (d) Transfer Taxes. All Transfer Taxes shall be borne and paid fifty percent (50%) by Purchaser, on the one hand, and fifty percent (50%) by Seller, on the other hand. The party responsible under applicable Law for filing the Tax Returns with respect to such Transfer Taxes shall prepare and timely file such Tax Returns and promptly provide a copy of such Tax Returns to the other party. Purchaser and Seller shall, and shall cause their respective Affiliates to, reasonably cooperate to timely prepare and file any Tax Returns or other filings relating to such Transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any Transfer Taxes. (e) Tax Sharing Agreements. Effective as of no later than one day prior to the Closing, any and all Tax sharing or allocation agreements or arrangements to which the Bank or any Transferred Subsidiary is a party (other than any customary Tax indemnification provisions contained in commercial Contracts not primarily related to Taxes (such as financing Contracts with Tax gross-up obligations or leases with Tax escalation provisions)) shall be terminated, such that none of Purchaser or any of its Affiliates (including, after the Closing, the Bank and the Transferred Subsidiaries) shall have any further liability thereunder. The parties to any such terminated agreement or arrangement shall, immediately prior to such termination, pay all amounts accrued and owing, if any, thereunder. (f) Timing of Indemnity Payments. Except as otherwise provided in Section 5.9(a), Section 5.9(b) or Section 5.9(c), any payment required to be made pursuant to this Section 5.9 shall be made within ten (10) days after Purchaser makes written demand upon Seller (but, in the case of any payment required to be made to a Taxing Authority, shall not be required to be made sooner than two (2) Business Days prior to the due date thereof). (g) Cooperation in Tax Proceedings. (i) Purchaser and Seller will cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns of, and any Tax Proceeding relating to the Bank or any Transferred Subsidiary (including, for this purpose, the Excluded Subsidiaries). Cooperation includes (A) the retention and (at the other party’s request) the provision of records and information in such party’s

-68- possession that are reasonably relevant to the filing of any such Tax Returns or Tax Proceeding and (B) making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Section 5.9(g). Notwithstanding anything to the contrary in this Agreement, and unless required by applicable Laws, neither Seller nor any of its Affiliates shall be required to provide any Person with any Tax Return or copy of any Tax Return of a consolidated, combined, affiliated or unitary group that includes Seller and its Affiliates, except, in each case, for materials or portions thereof (including associated schedules and work papers) that relate solely to the Bank and the Transferred Subsidiaries or pro forma Tax Returns of the Bank and the Transferred Subsidiaries that show information relating solely to the Bank and the Transferred Subsidiaries. (ii) Each of Seller and Purchaser agrees (A) to retain all books and records of the Bank and the Transferred Subsidiaries (including, for this purpose, the Excluded Subsidiaries) with respect to Tax matters pertinent to the Bank and the Transferred Subsidiaries (including, for this purpose, the Excluded Subsidiaries) relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and any extensions thereof) of the respective taxable periods, (B) to abide by all record retention agreements entered into with any Governmental Authority and (C) to give the other party reasonable written notice before transferring, destroying or discarding any books and records and, if the other party so requests, allow such other party to take possession of the books and records. (iii) Purchaser and Seller further agree, and agree to cause their respective Affiliates, to, upon request, use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or customer of the Bank or any Transferred Subsidiary or any other Person as may be reasonably necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated hereby. (iv) Without limiting the foregoing provisions of this Section 5.9(g), if any claim or demand for Taxes that could reasonably be expected to give rise to a claim for indemnification under Section 5.9(a) is asserted by any Governmental Authority, the party first receiving notice of such claim or demand shall notify the other party of such claim or demand promptly; provided, however, that the failure of Purchaser to give such prompt notice shall not relieve Seller of any of its indemnification obligations, except to the extent that Seller is actually prejudiced by such failure. The Controlling Party shall, at its own expense, control any such Tax Proceeding of or with respect to the Bank or any Transferred Subsidiary (including, for this purpose, the Excluded Subsidiaries) for any taxable period ending on or before the Closing Date (other than a Tax Proceeding described in Section 5.9(g)(v)) for which Seller may be obligated to indemnify Purchaser under Section 5.9(a); provided that, (A) the Controlling Party shall provide the Non- Controlling Party with a timely and reasonably detailed account of each stage of such Tax Proceeding, (B) the Controlling Party shall allow the Non-Controlling Party to consult in good faith at the Non-Controlling Party’s expense on the positions taken in such Tax Proceeding, (C) the Controlling Party shall defend such Tax Proceeding diligently and in good faith as if it were the only Person affected by such Tax Proceeding, (D) the Non-

-69- Controlling Party and its representatives shall have the right to participate in such Tax Proceeding, assist in the preparation of any written materials in such Tax Proceeding and attend any meetings or telephone conversations with the applicable Governmental Authority, in each case, at the Non-Controlling Party’s expense, and (E) the Controlling Party shall not settle or compromise any such Tax Proceeding, if such settlement or compromise would reasonably be expected to increase the liability for Taxes (including under this Agreement) by more than a de minimis amount or reduce any Tax attributes of the Non-Controlling Party or any of its Subsidiaries by more than a de minimis amount, without obtaining the prior written consent of the Non-Controlling Party (which consent shall not be unreasonably withheld, conditioned or delayed). For purposes of this Section 5.9(g)(iv), the “Controlling Party” with respect to a Tax Proceeding shall mean Purchaser unless Seller is reasonably expected to bear a greater liability under Section 5.9(a) as a result of such Tax Proceeding and provides prompt written notice to Purchaser of its intent to control such Tax Proceeding, and the “Non-Controlling Party” shall mean whichever of Seller or Purchaser is not the Controlling Party. Whether or not Seller chooses to defend or prosecute any claim it is entitled to defend or prosecute hereunder, all of the parties shall reasonably cooperate in the defense or prosecution thereof. (v) Notwithstanding anything to the contrary in this Agreement, (A) Seller shall have the exclusive right to control in all respects, and neither Purchaser nor any of its Affiliates shall be entitled to participate in, any Tax Proceeding with respect to (I) any Tax Return of Seller or any of its Subsidiaries (other than the Bank and the Transferred Subsidiaries) and (II) any Tax Return of an affiliated, consolidated, combined, unitary or similar group that includes Seller or any of its Subsidiaries (other than the Bank and the Transferred Subsidiaries) and (B) Purchaser shall have the exclusive right to control in all respects, and neither Seller nor any of its Affiliates shall be entitled to participate in, any Tax Proceedings with respect to (I) any Tax Return of Purchaser or any of its Subsidiaries (other than the Bank and the Transferred Subsidiaries) and (II) any Tax Return of an affiliated, consolidated, combined, unitary or similar group that includes Purchaser or any of its Subsidiaries. (vi) Except as otherwise provided in this Section 5.9(g), Purchaser shall have the exclusive right to control all Tax Proceedings with respect to the Bank and the Transferred Subsidiaries, provided that in no event may Purchaser settle or compromise any Tax Proceeding to the extent such resolution would reasonably be expected to increase Seller’s liability for Excluded Taxes under Section 5.9(a) by more than a de minimis amount without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (h) Purchase Price Adjustment. Any amounts paid pursuant to this Section 5.9 or Section 8.1 shall be treated as an adjustment to the Closing Purchase Price for all income Tax purposes to the extent permitted by applicable Law. (i) 338 Election. Purchaser and Seller agree to evaluate in good faith whether to join in making an election under Section 338(h)(10) of the Code (and any corresponding election under state, local, or foreign law) (a “338 Election”) with respect to Purchaser’s

-71- to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Effective Time; provided that the foregoing shall not apply (i) to the extent that its application would result in a duplication of benefits with respect to the same period of service, or (ii) with respect to (A) benefit accrual, including level of pay credits, under any New Plan that is an employee pension benefit plan, (B) any New Plan that is a frozen benefit plan or provides grandfathered benefits, (C) any New Plan that is a retiree medical plan or arrangement or (D) any equity incentive awards granted by Purchaser. In addition, and without limiting the generality of the foregoing, Purchaser shall use commercially reasonable efforts to cause (x) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Benefit Plan in which such Continuing Employee participated immediately before the Effective Time, and (y) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, any evidence of insurability requirements, all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, to the extent such conditions were inapplicable or waived under the comparable Benefit Plan. Purchaser shall use commercially reasonable efforts to cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year of the Benefit Plan ending on the date such Continuing Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Effective Time, Purchaser and its Subsidiaries shall honor (or pay) any paid time off accrued by each Business Employee prior to the Effective Time. (c) Purchaser hereby acknowledges that a “change in control” or “change of control” or term or concept of similar import for the Benefit Plans identified in Section 5.10(c) of the Sellers’ Disclosure Schedule will occur upon the Effective Time. (d) With respect to any monthly, quarterly, semi-annual, or annual bonus or commission plan of the Bank or any Transferred Subsidiary set forth on Section 3.13(b) of the Sellers’ Disclosure Schedule (each, a “Bonus Plan”): (i) With respect to any performance periods for which the Closing Date does not occur prior to the end of such performance period, Sellers will provide (or will cause their applicable Affiliate to provide) each Business Employee who participates in a Bonus Plan with a bonus or commission (as applicable) award (including, for the avoidance of doubt, any portion of such award that is required to be deferred pursuant to the terms of the applicable Bonus Plan), determined based on actual achievement of the applicable performance goals, as reasonably determined in good faith and consistent with past practice by Sellers. Such awards shall be (x) paid at the time that such Bonus Plan payments are payable to Business Employees or Continuing Employees, as applicable, in the ordinary course of business consistent with past practice pursuant to the terms of the applicable Bonus Plan, but no later than the earlier of forty-five (45) days following the Closing Date and seventy-five (75) days following the end of the applicable performance period; provided, that, if payment has not occurred prior to the Closing Date, the

-72- aggregate amount of such awards (including the aggregate amount of the deferred portion thereof) shall be accrued on the Estimated Closing Balance Sheet and Closing Balance Sheet, as applicable, of the Bank or a Transferred Subsidiary, and (y) subject to the applicable terms of the applicable Bonus Plan, including any requirement regarding continued employment to receive the bonus or commission (as applicable) thereunder, and any requirement that a portion of the award be deferred; provided, that if the Closing Date occurs prior to June 1, 2022, Purchaser (and not the Sellers) shall provide the deferred portion of the award in respect of the annual performance period ending March 31, 2022 as determined by Sellers in accordance with the foregoing in the form of Purchaser equity and/or long term cash (as elected by Purchaser in its sole discretion) with equal value (as reflected in the accrual on the Estimated Closing Balance Sheet and Closing Balance Sheet, as applicable, of the Bank or a Transferred Subsidiary as described in the foregoing clause (x)). (ii) With respect to any performance periods for which the Closing Date does occur prior to the end of such performance period, Purchaser will provide (or will cause its applicable Affiliate to provide) each Continuing Employee who participates in a Bonus Plan with a bonus or commission (as applicable) award (including, for the avoidance of doubt, any portion of such award that is required to be deferred pursuant to the terms of the applicable Bonus Plan), determined as the sum of: (A) with respect to the portion of such performance period elapsed from the first day of such performance period to the Closing Date, a pro-rated portion of the bonus or commission, as applicable, with such amount determined based on actual achievement of the applicable performance goals through the Closing Date, as reasonably determined in good faith and consistent with past practice by Sellers as soon as practicable following the Closing Date (the “Pre- Closing Portion”); provided, that the aggregate amount of the Pre-Closing Portion, including the aggregate amount of the deferred portion thereof, shall be accrued on the Estimated Closing Balance Sheet and Closing Balance Sheet, as applicable, of the Bank or a Transferred Subsidiary, and (B) with respect to the portion of such performance period elapsed from the Closing Date through the end of such performance period, a pro- rated portion of the bonus or commission, as applicable, determined by Purchaser or its applicable Affiliate in accordance with Section 5.10(a)(ii) above. Such awards shall be (x) paid at the time that such Bonus Plan payments are payable to Continuing Employees in the ordinary course of business consistent with past practice pursuant to the terms of the applicable Bonus Plan and (y) subject to the applicable terms of the applicable Bonus Plan, including any requirement regarding continued employment to receive the bonus or commission (as applicable) thereunder, and any requirement that a portion of the award be deferred; provided, that Purchaser shall make any deferred portion of the award in the form of Purchaser equity and/or long term cash (as elected by Purchaser in its sole discretion) with equal value (with respect to the deferred portion of the Pre-Closing Portion, as reflected in the accrual on the Estimated Closing Balance Sheet and Closing Balance Sheet, as applicable, of the Bank or a Transferred Subsidiary as described in clause (A) of the first sentence of this Section 5.10(d)(ii)). (iii) Sellers and Purchaser shall cooperate in good faith to provide such information reasonably required to calculate bonuses in accordance with this Section 5.10(d).

-73- (e) No later than December 31, 2021, Sellers and the Purchaser shall cooperate in good faith to mutually agree on the Business Employees to be added to or removed from Schedule 1 (with the approximate final number as of December 31, 2021 as set forth on such Schedule 1), which shall thereafter represent the complete list of Business Employees. Any change to Schedule 1 thereafter (other than the removal of a Business Employee as a result of a voluntary resignation, due to such Business Employee’s death or disability, or termination for cause or the hiring of a Business Employee below the level of Director to replace a Business Employee who resigns or is terminated (with such newly hired Business Employee having substantially similar terms of employment as the Business Employee being replaced)) may only be made with mutual agreement between Sellers and the Purchaser. Sellers shall take all actions necessary to cause all Excluded Employees to cease employment or services, as applicable, with the Bank and the Transferred Subsidiaries prior to the Effective Time. (f) Prior to the Effective Time, Sellers shall take all commercially reasonable actions necessary (i) to cause all Excluded Employees (and their eligible dependents) to cease participating in the Benefit Plans (other than the Bank 401(k) Plan) no later than immediately prior to the Effective Time, (ii) for all of the liabilities and obligations and, where applicable, assets (including pursuant to any related trusts, except as otherwise set forth in Section 5.10(f)(iv)) under the Benefit Plans set forth on Section 5.10(f)(ii) of the Sellers’ Disclosure Schedule, other than the liabilities and obligations and, where applicable, assets with respect to the Continuing Employees, to be assumed by employee benefit plans, programs and policies of Sellers or their Affiliates (other than the Bank and the Transferred Subsidiaries) no later than immediately prior to the Effective Time, such that, from and after the Effective Time, the Bank and the Transferred Subsidiaries and such Benefit Plans shall have no such liabilities or obligations other than those with respect to the Continuing Employees (and their eligible dependents), provided, that the portion of the assets that shall be assumed by Sellers or their Affiliates pursuant to this Section 5.10(f)(ii) shall be determined based on the proportion of the aggregate liabilities under the applicable Benefit Plan that is assumed by Sellers or their Affiliates or as otherwise required by law (including, without limitation, under Section 414(l) of the Code and Section 4044 of ERISA), provided, that, with respect to the MUFG Union Bank, N.A. Retirement Plan, (x) the liabilities, obligations and assets with respect to the Continuing Employees shall be transferred to a retirement plan and trust newly established at the Bank or a Transferred Subsidiary (“Continuing Employee Retirement Plan”) and the liabilities, obligations and assets with respect to the Excluded Employees (and their eligible dependents) shall remain with the MUFG Union Bank, N.A. Retirement Plan, and (y) Sellers shall take any and all actions required to transfer the sponsorship of the MUFG Union Bank, N.A. Retirement Plan and the MUFG Union Bank, N.A. Retirement Plan Trust to Sellers or their Affiliates (other than the Bank and the Transferred Subsidiaries) effective immediately prior to and contingent upon the occurrence of the Effective Time (unless the Sellers and Purchaser agree otherwise in good faith), (iii) to transfer the sponsorship of the Benefit Plans set forth on Section 5.10(f)(iii) of the Sellers’ Disclosure Schedule, and any associated trust, to the Bank or a Transferred Subsidiary, no later than immediately prior to the Effective Time; provided, that Seller (or its applicable Affiliates, other than the Bank and the Transferred Subsidiaries) shall assume or retain, as applicable, all liabilities and obligations for all worker’s compensation, short- and long-term disability, medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment or other welfare benefit claims incurred by Excluded Employees prior to the Effective Time that are (and to the extent) covered under the terms of such Benefit Plan;

-74- provided, further, that for this purpose, a claim shall be deemed to be incurred (w) in the case of workers’ compensation and short- and long-term disability benefits (including related health benefits), at the time of the injury, sickness or other event giving rise to the claim for such benefits, (x) in the case of medical, prescription drug, dental or vision benefits, at the time that professional services, equipment or prescription drugs covered by such Benefit Plan are obtained, (y) in the case of life insurance benefits, upon death, and (z) in the case of accidental death and dismemberment, at the time of the accident, and notwithstanding the foregoing, in the case of a hospital stay or similar confinement that begins prior to the Effective Time and ends on or after the Effective Time, Seller (or its applicable Affiliate, other than the Bank and the Transferred Subsidiaries) shall be responsible for the cost of all professional services, equipment, and prescription drugs provided during such hospital stay or similar confinement in accordance with the terms and conditions of such Benefit Plan, and (iv) to transfer the sponsorship of the Benefit Plans set forth on Section 5.10(f)(iv) of the Sellers’ Disclosure Schedule to Sellers or their Affiliates (other than the Bank and the Transferred Subsidiaries) no later than immediately prior to the Effective Time. (g) Prior to the Effective Time, Sellers shall take any and all actions required to transfer the sponsorship of the Bank’s 401(k) Plan and the Bank’s 401(k) Plan Trust (together, the “Bank 401(k) Plan”) to Sellers or their Affiliates (other than the Bank and the Transferred Subsidiaries) effective immediately prior to and contingent upon the occurrence of the Effective Time. As soon as practicable following the Effective Time, Sellers and their Affiliates shall make its employer matching contribution to the Bank 401(k) Plan in respect of the Business Employees, pro-rated to reflect the portion of the plan year completed prior to the Closing. Prior to the Effective Time and thereafter (as applicable), the Bank and the Purchaser shall take any and all actions as may be required, including amendments to the Bank 401(k) Plan and/or the tax-qualified defined contribution retirement plan designated by Purchaser (the “Purchaser 401(k) Plan”) to permit each Continuing Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including of loans) in the form of cash, notes (in the case of loans) or a combination thereof, in an amount equal to the full account balance distributed or distributable to such Continuing Employee from the Bank 401(k) Plan to the Purchaser 401(k) Plan. Each Continuing Employee shall become eligible to participate in the Purchaser 401(k) Plan on the Closing Date (giving effect to the service crediting provisions of Section 5.10(b)); it being agreed that it is intended that there shall be no gap in eligibility for participation in a tax-qualified defined contribution plan (giving effect to the service crediting provisions of Section 5.10(b)). (h) Within thirty (30) days following the Closing Date, Purchaser shall (or shall cause its applicable Affiliate to) grant each Continuing Employee who held (i) an equity award in respect of American Depositary Receipts (“ADRs”) representing American Depositary Shares, representing shares of common stock in Mitsubishi UFJ Financial Group, Inc., granted pursuant to Seller’s Stock Bonus Plan or (ii) a cash-based long-term incentive award, in each case, a portion of which is unvested as of immediately prior to the Closing (after giving effect to any acceleration of vesting that would occur in connection with the Closing) and is forfeited in connection with the Closing (any such unvested and forfeited portion, a “Forfeited Seller Award”) a cash- or equity-based (such form as determined by Purchaser in its sole discretion) incentive award (a “Replacement Award”) in an amount equal to the value of the corresponding Forfeited Seller Award. The value of the Forfeited Seller Award shall be (x) in the case of a

-75- Forfeited Seller Award that was an equity award, calculated by multiplying the number of ADRs subject to such Forfeited Seller Award (including ADRs underlying dividend equivalents) multiplied by the closing price of an ADR on the trading day immediately preceding the Closing Date, and (y) in the case of a Forfeited Seller Award that was a cash award, equal to the cash amount thereof. Each Replacement Award will vest based on the applicable Continuing Employee’s continued employment with Purchaser and its Affiliates on the same vesting date(s) and in accordance with the same terms and conditions (other than the achievement of performance goals) as applied to the corresponding Forfeited Seller Award and will vest upon a termination of employment after the Closing Date to the same extent provided in the terms and conditions of the corresponding Forfeited Seller Award. The aggregate amount of the Replacement Awards will be included in the calculation of TBV as a liability of the Bank (and, for purposes of calculation of the Estimated Closing TBV, shall be calculated based on: (A) in the case of a Forfeited Seller Award that was an equity award, (i) the number of ADRs subject to the Forfeited Seller Awards assuming, solely for this purpose, that the Closing Date occurred on the Estimated Closing Balance Sheet Date, and (ii) the closing price of an ADR on the trading day immediately preceding the Estimated Closing Balance Sheet Date, and (B) in the case of a Forfeited Seller Award that was a cash award, the cash amount thereof assuming, solely for this purpose that the Closing Date occurred on the Estimated Closing Balance Sheet Date). Promptly following the date of this Agreement, Sellers shall provide Purchaser with all information necessary to implement the commitments to grant Replacement Awards as set forth in this Section 5.10(h). (i) The parties agree to cooperate in good faith, including by sharing information about terminations of employment in a timely manner, to determine whether any notification may be required under WARN as a result of the transactions contemplated by this Agreement. At the Closing, Seller shall provide to Purchaser a complete and accurate list of all “employment losses” within the business, as that term is defined by WARN, which occurred within the 90 calendar days preceding the Closing, which list shows the name, date of separation, reason for separation, and facility or operating union of each employee who suffered an employment loss in such period. Purchaser or its applicable Affiliate (including the Bank and the Transferred Subsidiaries following the Closing) shall be responsible for providing any notice (or pay in lieu of notice) required pursuant to WARN with respect to a “mass layoff” or “plant closing” (each as defined by WARN) involving Business Employees that occurs after the Closing Date. Seller shall be responsible for providing any such notice (or pay in lieu of notice) with respect to a “mass layoff” or “plant closing” (each as defined by WARN) occurring prior to or on the Closing Date, and prior to, on or after the Closing Date with respect to any Excluded Employees. (j) The provisions of this Section 5.10 are solely for the benefit of the parties to this Agreement, and nothing in this Agreement, whether express or implied, is intended to, or shall, (i) constitute the establishment or adoption of or an amendment to any employee benefit plan for purposes of ERISA or otherwise be treated as an amendment or modification of any Benefit Plan, New Plan or other benefit plan, agreement or arrangement, (ii) limit the right of Sellers, the Bank, Purchaser or their respective Subsidiaries or Affiliates to amend, terminate or otherwise modify any Benefit Plan, New Plan or other benefit plan, agreement or arrangement following the Effective Time, (iii) interfere or restrict in any way the rights of Purchaser or any of its Affiliates to discharge or terminate the services of any Continuing Employee or other

-77- goods and services offered by the businesses of the Bank and the Transferred Subsidiaries prior to the Closing. Purchaser acknowledges and agrees that neither the Bank nor any Transferred Subsidiary shall, after the Closing, use (except for use in accordance with the foregoing license), adopt, register or apply for registration of any Seller Xxxx. Notwithstanding the foregoing, Purchaser and its Affiliates (including the Bank and the Transferred Subsidiaries) may use the Seller Marks at all times after Closing (i) as required by applicable Law; (ii) subject to Section 5.6, in a neutral, non-trademark manner to describe the historical relationship between the Bank and the Transferred Subsidiaries on the one hand, and the Sellers and its Affiliates (other than the Bank and the Transferred Subsidiaries) on the other hand, which reference is factually accurate; and (iii) subject to Section 5.6, in historical legal documents and materials that are not visible to the public, in each case (i) through (iii), provided that Purchaser and its Affiliates shall not modify or edit the appearance of the Seller Marks in connection with such uses. (c) As promptly as reasonably practicable following the Closing (and in any event prior to the end of the Transition Period), Seller shall, and shall cause its Affiliates to, (i) cease and discontinue all uses of the Bank Marks and (ii) eliminate from, revise, paint over or otherwise obscure any Bank Marks on any signage, inventory, and other public-facing materials (including any publicly distributable documents and other digital or physical public-facing materials bearing a Bank Xxxx) that are in the possession or under the control of the Sellers or any of their Affiliates after the Closing; provided, that notwithstanding the foregoing, effective as of the Closing Date, Purchaser (on behalf of itself and its Affiliates) hereby grants to the Sellers and their Affiliates, during the Transition Period, a limited, non-exclusive, non- transferable, non-sublicensable (except to service providers in connection with the provision of services to the Sellers and their Affiliates), royalty-free license to use the Bank Marks in the operation of the businesses of the Sellers and their Affiliates as such Bank Marks were used therein as of immediately prior to the Closing. Prior to Closing, the Sellers shall provide Purchaser with reasonable details regarding the anticipated use of such Bank Marks during the Transition Period. The Sellers and their Affiliates shall use and display any Bank Marks licensed pursuant to this Section 5.11(c) only in a form and manner that does not violate applicable Law and that is consistent in all material respects with the use or display of such Bank Marks in connection with the businesses of the Sellers and their Affiliates immediately prior to the Closing and solely in association with goods or services of a quality equal to or greater than the quality of the goods and services offered by the businesses of the Sellers and their Affiliates prior to the Closing. Sellers acknowledge and agree that neither the Sellers nor any of their Affiliates shall, after the Closing, use (except for use in accordance with the foregoing license), adopt, register or apply for registration of any Bank Xxxx. Notwithstanding the foregoing, Sellers and their Affiliates may use the Bank Marks at all times after Closing (i) as required by applicable Law; (ii) subject to Section 5.6, in a neutral, non-trademark manner to describe the historical relationship between the Bank and the Transferred Subsidiaries on the one hand, and the Sellers and its Affiliates (other than the Bank and the Transferred Subsidiaries) on the other hand, which reference is factually accurate; and (iii) subject to Section 5.6, in historical legal documents and materials that are not visible to the public, in each case (i) through (iii), provided that Sellers and their Affiliates shall not modify or edit the appearance of the Bank Marks in connection with such uses. (d) Effective upon the Closing Date, Sellers shall cause the Bank and the Transferred Subsidiaries to assign to Sellers (or an Affiliate of Sellers designated by Sellers) all

-78- (i) Shared Software; and (ii) Intellectual Property (other than Marks and Shared Software) that is owned by the Bank or any of the Transferred Subsidiaries and primarily used in, or primarily related to, the businesses of the Seller and its Affiliates (other than the Bank and the Transferred Subsidiaries, but including (A) the businesses conducted by the Bank and the Subsidiaries described in Schedule 4 attached hereto, and (B) the Excluded Assets and Liabilities) (collectively, “Excluded IP”). (e) Effective upon the Closing Date, Sellers shall cause the Seller to assign to the Bank all of its right, title and interest in and to (i) the Highmark Registrations on a form reasonably acceptable to the parties and (ii) all Intellectual Property (other than Marks and Shared Software) that is owned by Sellers or their Affiliates (other than the Bank or Transferred Subsidiaries) and exclusively used in, or exclusively related to, the businesses of the Bank and the Transferred Subsidiaries (other than the (A) the businesses conducted by the Bank and the Subsidiaries described in Schedule 4 attached hereto, and (B) the Excluded Assets and Liabilities). (f) Effective upon the Closing Date, the Sellers, on behalf of themselves and their Affiliates, hereby grant to Purchaser and its Affiliates a personal, irrevocable, perpetual, worldwide, fully-paid-up, royalty-free and non-transferable (except as set forth in Section 8.4, to an Affiliate or in connection with a merger, reorganization or one or more sales of any of the Banks’ or the Transferred Subsidiaries’ current businesses or lines of business), non- sublicensable (except to service providers in connection with the provision of services to the Purchaser and its Affiliates), non-exclusive license to use and exercise all rights in Intellectual Property under the Retained Shared IP to make, have made, sell, offer for sale, import, use and otherwise exploit, provide, distribute or dispose of (in each case, directly or indirectly) all goods or services offered or used by the businesses of the Bank and the Transferred Subsidiaries prior to the Closing, and natural evolutions thereof, and to practice and have practiced any method or process in connection therewith. (g) Effective upon the Closing Date, Purchaser, on behalf of itself and its Affiliates (including the Bank and the Transferred Subsidiaries), hereby grants to the Sellers and their Affiliates a personal, irrevocable, perpetual, worldwide, fully-paid-up, royalty-free and non- transferable (except as set forth in Section 8.4, to an Affiliate or in connection with a merger, reorganization or one or more sales of any of the Sellers’ or their Affiliates’ retained businesses or lines of business), non-sublicensable (except to service providers in connection with the provision of services to Sellers and their Affiliates), non-exclusive license to use and exercise all rights in Intellectual Property under the Transferred Shared IP to make, have made, sell, offer for sale, import, use and otherwise exploit, provide, distribute or dispose of (in each case, directly or indirectly) all goods or services offered or used by the businesses of the Sellers and its Affiliates (excluding the Bank and Transferred Subsidiaries) prior to the Closing, and natural evolutions thereof, and to practice and have practiced any method or process in connection therewith. (h) To the extent either Party does not have a tangible embodiment of any Intellectual Property to be owned by it or its Affiliates after Closing or licensed to it or its Affiliates pursuant to Section 5.11(f) and Section 5.11(g), the other Party shall deliver a copy of such tangible embodiment, at the first Party’s reasonable expense for licensed Intellectual

-89- (iii) any breach, failure, nonfulfillment or default by Sellers in the performance of or compliance with any of the covenants or agreements made or to be performed by Sellers pursuant to this Agreement; (iv) any Transaction Expenses that were not (A) paid in full at or prior to the Closing or (B) borne entirely by Sellers or any of its Affiliates (other than the Bank and the Transferred Subsidiaries); (v) the Excluded Assets and Liabilities (including the Excluded Subsidiaries) and the Excluded Employees; (vi) the matters set forth on Section 8.1(b)(vi) of Sellers’ Disclosure Schedule; and (vii) the matters set forth on Section 8.1(b)(vii) of Sellers’ Disclosure Schedule. Notwithstanding any other provision to the contrary, Seller Holdco shall not be required to indemnify or hold harmless any Purchaser Indemnified Party against, or reimburse any Purchaser Indemnified Party for, any Losses pursuant to Section 8.1(b)(ii) (A) with respect to any claim (or series of claims arising from similar or related underlying facts, events or circumstances) unless such claim (or series of claims arising from similar or related underlying facts, events or circumstances) involves Losses in excess of $200,000 (nor shall any such claim (or series of claims arising from similar or related underlying facts, events or circumstances) that does not meet such $200,000 threshold be applied to or considered for purposes of calculating the aggregate amount of the Purchaser Indemnified Parties’ Losses for which Seller Holdco has responsibility under Section 8.1(b)(ii)), and (B) until the aggregate amount of the Purchaser Indemnified Parties’ Losses exceeds $80,000,000 (such amount, the “Basket”), after which Seller Holdco shall be obligated for all such Losses of the Purchaser Indemnified Parties in excess of the amount of the Basket, subject to the immediately next sentence. Notwithstanding any other provision to the contrary, (A) the cumulative aggregate indemnification obligation of Seller Holdco under Section 8.1(b)(ii) shall not exceed $800,000,000 (the “Cap”), (B) the cumulative aggregate indemnification obligation of Seller Holdco under Section 8.1(b)(ii), Section 8.1(b)(vi) and Section 8.1(b)(vii) shall not exceed $1,200,000,000, and (C) the cumulative aggregate indemnification obligation of Seller Holdco under Section 8.1(b)(i) and (b)(ii) shall not exceed the Purchase Price (as adjusted hereunder), other than in respect of Losses arising as a result of fraud. (c) Effective at and after the Closing and subject to the other provisions of this Section 8.1, Purchaser hereby indemnifies Seller Holdco and its Affiliates and their respective Representatives (collectively, the “Seller Indemnified Parties”) against and agrees to hold each of them harmless from, and reimburse any Seller Indemnified Party for, any and all Losses suffered by a Seller Indemnified Party as a result of or relating to: (i) any breach or inaccuracy of any Purchaser’s Fundamental Warranty or the certificate delivered at Closing in respect thereof determined without

-90- giving effect to any limitations as to materiality or “Purchaser Material Adverse Effect” set forth therein; (ii) any breach or inaccuracy of any representation and warranty made by Purchaser set forth in this Agreement or the certificate delivered at Closing in respect thereof (other than the Purchaser’s Fundamental Warranties) determined without giving effect to any limitations as to materiality or “Purchaser Material Adverse Effect” set forth therein; or (iii) any breach, failure, nonfulfillment or default by Purchaser in the performance of or compliance with any of the covenants or agreements made or to be performed by Purchaser pursuant to this Agreement. Notwithstanding any other provision to the contrary, Purchaser shall not be required to indemnify or hold harmless any Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any Losses pursuant to Section 8.1(c)(ii) (A) with respect to any claim (or series of related claims arising from similar or related underlying facts, events or circumstances) unless such claim (or series of related claims arising from similar or related underlying facts, events or circumstances) involves Losses in excess of $200,000 (nor, subject to the foregoing, shall any such item that does not meet such $200,000 threshold be applied to or considered for purposes of calculating the aggregate amount of the Seller Indemnified Parties’ Losses for which Purchaser has responsibility under Section 8.1(c)(ii)), and (B) until the aggregate amount of the Seller Indemnified Parties’ Losses exceeds the Basket, after which Purchaser shall be obligated for all such Losses of the Seller Indemnified Parties in excess of the amount of the Basket, subject to the immediately next sentence. Notwithstanding any other provision to the contrary, the cumulative aggregate indemnification obligation of Purchaser under Section 8.1(c)(ii) shall not exceed the Cap, and the cumulative aggregate indemnification obligation of Purchaser under Section 8.1(c)(i) and (c)(ii) shall not exceed the Purchase Price (as adjusted hereunder), other than in respect of Losses arising as a result of fraud. (d) If a Purchaser Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) believes that a claim, demand or other circumstance exists that has given or may reasonably be expected to give rise to a right of indemnification under this Section 8.1, such Indemnified Party shall assert its claim for indemnification by giving written notice thereof (a “Claim Notice”) to Seller Holdco (if indemnification is sought from Seller Holdco) or Purchaser (if indemnification is sought from Purchaser) (in either such case, the “Indemnifying Party”) (i) if the event or occurrence giving rise to such claim for indemnification is, or relates to, a claim, suit, action or proceeding brought by a Person not a party to this Agreement or affiliated with any such party (a “Third Party”), promptly following receipt of notice of such claim, suit, action or proceeding by such Indemnified Party, or (ii) if the event or occurrence giving rise to such claim for indemnification is not, or does not relate to, a claim, suit, action or proceeding brought by a Third Party, promptly after the discovery by the Indemnified Party of the circumstances giving rise to such claim for indemnity; provided, however, that any failure or delay in providing such notice shall not release the Indemnifying Party from any of its obligations under this Section 8.1 except to the extent the Indemnifying Party is prejudiced by

-91- such failure or delay. Each Claim Notice shall describe the claim in reasonable detail including (i) the legal and factual basis of the claim, (ii) an estimate of the amount of Losses which are, or are to be, the subject of the claim and (iii) such other information as is reasonably necessary to enable the Indemnifying Party to assess the merits of the claim (in each case in (i), (ii) and (iii), to the extent then known or reasonably ascertainable). (e) If any claim or demand by an Indemnified Party under this Section 8.1 relates to an action or claim filed or made against an Indemnified Party by a Third Party (each, a “Third Party Claim”), the Indemnifying Party may, at its option, assume and control the defense of such Third Party Claim (including, subject to the remainder of this Section 8.1(e), any negotiation relating thereto and the settlement or compromise thereof) at its sole cost and expense and with its own counsel (which counsel shall be reasonably acceptable to the Indemnified Party); provided, however, that an Indemnifying Party shall not have the right to assume and control the defense of any criminal or regulatory action or claim, any claim seeking material non-monetary remedies or any claim where the portion of the claim for which the Indemnified Party would not be indemnified is reasonably likely to exceed the portion of the claim for which it would be indemnified. The parties shall cooperate in the defense of such Third Party Claim, and, unless and until the Indemnifying Party shall have so assumed the defense of such Third Party Claim, the reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Party in connection with the defense, settlement or compromise of such claim or action shall be a Loss subject to indemnification hereunder to the extent provided herein. Any Indemnified Party shall have the right to employ separate counsel in any such Third Party Claim and to participate in the defense thereof, and the reasonable out-of-pocket costs and expenses incurred by the Indemnified Party’s separate counsel in connection with the defense, settlement or compromise of such claim or action shall be a Loss subject to indemnification hereunder provided (i) the Indemnifying Party is not entitled to assume and control the defense of such Third Party Claim pursuant to this Section 8.1(e) or shall have failed within forty-five (45) days after receipt of a Claim Notice in respect of such Third Party Claim to assume the defense of such Third Party Claim or to notify the Indemnified Party in writing that it will assume the defense of such Third Party Claim; (ii) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party at the Indemnifying Party’s expense; (iii) the Indemnified Party’s counsel shall have concluded that there is or would reasonably be expected to be a conflict of interest or one or more legal defenses or counterclaims available to such Indemnified Party or to other Indemnified Parties which are different from or additional to those available to the Indemnifying Party such that it would be inappropriate or inadvisable in the reasonable judgment of Indemnified Party’s counsel for the same counsel to represent both the Indemnified Party and the Indemnifying Party; or (iv) the Indemnifying Party ceases to diligently defend such claims. (f) No Indemnifying Party shall be liable to indemnify any Indemnified Party for any compromise or settlement of any action or claim effected without the prior written consent of the Indemnifying Party, but said consent shall not be unreasonably withheld or delayed, and if settled with the consent of the Indemnifying Party, or if there be final judgment for the plaintiff in any such action that the Indemnified Party is required to pay by the court at the time paid, the Indemnifying Party shall indemnify and hold harmless each Indemnified Party from and against any Loss by reason of such settlement or judgment, subject to the terms and conditions of this Section 8.1. If the Indemnifying Party shall assume the defense of any claim

-92- in accordance with the provisions of this Section 8.1, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) before entering into any settlement of such claim unless (i) the relief consists solely of monetary damages to be paid entirely by the Indemnifying Party (or a liability insurer thereof) (other than the Basket, if any, to be paid by the Indemnified Party), (ii) the settlement includes no admission or finding of any violation of Law or admission of wrongdoing by the Indemnified Party, and (iii) the settlement includes a provision whereby the plaintiff or claimant releases the Indemnified Parties from all liability with respect thereto. Each Indemnified Party shall make available to the Indemnifying Party all information reasonably available to such Indemnified Party relating to such action or claim the provision of which would not, in the reasonable judgment of the Indemnified Party, violate or jeopardize any applicable attorney-client or other privilege. In addition, the parties shall render to each other such assistance as may reasonably be requested in order to help ensure the proper and adequate defense of any such action or claim. The party in charge of the defense shall keep the other parties reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. (g) Purchaser and, after the Closing, the Bank shall take and shall cause its Affiliates to use commercially reasonable efforts to mitigate any Loss for which any of them could be entitled to indemnification under this Section 8.1 upon becoming aware of any event which would reasonably be expected to, or does actually, give rise thereto, including incurring costs to the extent necessary to remedy the breach which gives rise to such Loss (which costs, for the avoidance of doubt, shall be considered Loss). (h) The amount which the Indemnifying Party is or may be required to pay to any Indemnified Party pursuant to this Section 8.1 shall be reduced (retroactively, if necessary) by any insurance proceeds or other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Loss, net of any deductibles or other expenses incurred in connection therewith. If an Indemnified Party shall have received the payment required by this Agreement from the Indemnifying Party in respect of Loss and shall subsequently receive insurance proceeds or other amounts in respect of such Loss, then such Indemnified Party shall promptly repay to the Indemnifying Party a sum equal to the amount of such net insurance proceeds or other net amounts actually received. In calculating the amount of any Loss, there shall be deducted an amount equal to any net Tax benefit actually realized (including the utilization of a Tax loss or Tax credit carried forward) as a result of such Loss by the Indemnified Party claiming such Loss in the taxable year in which such Loss occurred (determined on a “with and without” basis). (i) With respect to the indemnification obligation set forth in this Section 8.1, in no event shall (i) the Indemnifying Party have any liability to the Indemnified Party or any of its Affiliates for any consequential, indirect, speculative, incidental, special or punitive damages, except to the extent awarded by a court of competent jurisdiction in connection with a Third Party Claim or is reasonably foreseeable, (ii) the Indemnified Party or any of its Affiliates be entitled to recover from the Indemnifying Party under this Section 8.1 more than once in respect of the same Loss; or (iii) the Indemnifying Party be liable for any Loss which is contingent unless and until such contingent Loss becomes an actual liability and is due and payable.

-94- delivery, (c) on the earlier of confirmed receipt or the third (3rd) Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid or (d) when transmitted to the email address set out below, as applicable (provided, that no “error” message or other notification of non-delivery is generated). All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice. Whenever notice is given hereunder under clauses (a), (b) or (c) of this Section 8.7, a copy of such notice shall be sent via email to the addresses of the recipient parties below. If to Sellers, to: Mitsubishi UFJ Financial Group, Inc. 0-0-0, Xxxxxxxxxx, Xxxxxxx-xx Xxxxx, Xxxxx 100-8330 Attention: Xxxxxxx Xxxxxx Email: xxxxxxx_0_xxxxxx@xxxx.xx and Mitsubishi UFJ Financial Group, Inc. 0-0-0, Xxxxxxxxxx, Xxxxxxx-xx Xxxxx, Xxxxx 100-8330 Attention: Morito Emi Email: xxxxxx_xxx@xxxx.xx with a copy to (which shall not constitute notice): Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: H. Xxxxxx Xxxxx Xxxxxx X. Xxxxxx C. Xxxxxxxx Xxxx Email: Xxxxxxx@xxxxxxxx.xxx Xxxxxxx@xxxxxxxx.xxx Xxxxx@xxxxxxxx.xxx If to Purchaser, to: U.S. Bancorp 000 Xxxxxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxx X. Xxxxxx Email: xxxx.xxxxxx@xxxxxx.xxx with a copy to (which shall not constitute notice):

[Signature Page to the Share Purchase Agreement] IN WITNESS WHEREOF, this Agreement has been executed on behalf of each of the parties hereto as of the date first above written. MITSUBISHI UFJ FINANCIAL GROUP, INC. By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: President & Group CEO MUFG AMERICAS HOLDINGS CORPORATION By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President & Chief Executive Officer U.S. BANCORP By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chairman, President and Chief Executive Officer

SCHEDULE 3 Requisite Regulatory Approvals 1. U.S. bank regulatory approvals or non-objection notices in respect of the Stock Sale and the Bank Merger, including from (a) the Federal Reserve (the “Federal Reserve Approval”) and (b) the OCC (the “OCC Approval”). 2. U.S. and non-U.S. bank regulatory approvals or non-objection notices in respect of the Excluded Assets and Liabilities Transfer, including from (a) the FDIC (the “FDIC Approval”), (b) the JFSA (the “JFSA Approval”). 3. U.S. bank regulatory approvals or non-objection notices in respect of the Special Dividend Transaction, including from the OCC (the “Special Dividend Approval”). 4. U.S. and non-U.S. approvals or non-objections, if and as applicable, with respect to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and similar competition laws of other jurisdictions. 5. The approval or non-objections in respect of a change of control of UnionBanc Investment Services, LLC, including from the Financial Industry Regulatory Authority, and any filings required to comply with state and insurance securities authorities, in respect of UnionBanc Investment Services, LLC, as a result of the change of control contemplated hereby. 6. The expiration or termination of all statutory waiting periods in respect of the Requisite Regulatory Approvals or filings described in Paragraphs 1 through 5 above.