COMMERCIAL DEPOSIT ACCOUNT TERMS AND CONDITIONS

COMMERCIALDEPOSIT ACCOUNT

TERMS AND CONDITIONSAlso for use by FIDUCIARIES

WELCOME TO M&TOn November 1, 2015, Hudson City Savings Bank (“HCSB”) merged into and became

part of M&T Bank (“M&T”). As a result, your company’s Hudson City deposit accountsbecame M&T accounts. Soon, we will be transferring those accounts and any accountsopened at our Hudson City division* onto M&T computer systems. We sometimes referto the date on which this transfer takes place as the “conversion date.” The exactconversion date is set forth in the cover letter accompanying this booklet.

This booklet includes information about the names and features of your company’sHudson City deposit accounts after the conversion. Please note that provisions that applyonly to new customers or only to newly opened accounts will not apply to convertedaccounts.

The features and terms of your company’s deposit accounts, as described in thisbooklet, do not necessarily reflect the standard features and terms of M&T depositaccounts. This means that any deposit account your company may open with M&Tbefore, on, or after the conversion date may have features and terms that are differentfrom those that will apply to your company’s converted Hudson City deposit accounts.

*The Hudson City division refers to the former HCSB locations, which were acquired by M&T inthe merger. We also refer to the accounts opened at HCSB before the merger and the accountsopened through our Hudson City division after the merger collectively as Hudson City accountsor Hudson City deposit accounts and we use the term “Hudson City” to refer to the processingand systems for those accounts prior to the conversion.

THE COMMERCIAL DEPOSIT ACCOUNT AGREEMENT IN THIS BOOKLET(BEGINNING ON PAGE 20) INCLUDES AN ARBITRATION PROVISION INTHE SECTION ENTITLED “DISPUTES INVOLVING YOUR ACCOUNT.”

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OverdraftsBank’s Right of SetoffPower of AttorneyLiabilities and ExpensesServices Fees and Negative Available Balance Fees....................p. 26Closing AccountsStatements, Notices, Advices and Changes of AddressAbandoned AccountsAmendmentsNonwaiver by BankWaiver of RightsAssignment of AccountJoint Accounts..............................................................................p. 27Reasonable Time to ActOverdraft Fees Imposed Based on Available BalanceDisclosure of InformationSuccessors and AssignsLegal Proceedings and DisputesDisputes Involving Your AccountEvidence ......................................................................................p. 28Conflicts with Applicable LawSeverabilityWhat Law AppliesMore Information

Special Provisions for Commercial Checking, NOW and Savings Accounts ..........................................................p. 28

DepositsLimitations on WithdrawalsNotice of WithdrawalRefusal to Permit WithdrawalPassbooksStale and Postdated Checks..........................................................p. 29Stopping Payment of CheckCheck Cashing at Bank BranchesCheck Cashing FeesCheck Cashing Identification RequirementsElectronic Presentment of ChecksCertain Interest-Bearing Checking AccountsCertain Non-Interest-Bearing Checking Accounts ......................p. 30

Special Provisions for Commercial Time Deposit Accounts.............................................p. 30

No Change in Maturity Date by Additional DepositAutomatic RenewalBook Entry AccountsDelay in WithdrawalOn and After Final Maturity DateNotice of Maturity DateLimitation on Early WithdrawalPast Policies on Early WithdrawalLimitations on WithdrawalsPenalty for Early Withdrawal

Commercial Deposit Account Fee Schedule .....................................p. 31

TABLE OF CONTENTS

Checking Account Conversion Information .......................................p. 3Savings and Money Market Account Conversion Information.........p. 3Time Deposit Account Conversion Information.................................p. 4

Specific Features and Terms..........................................................pp. 5-11M&T Simple Checking for Business Account ...................................p. 5Commercial Checking Account .........................................................p. 5M&T Business Interest Checking Account ........................................p. 6IOLTA NOW Account (New Jersey) ..................................................p. 7IOLTA NOW Account (Connecticut) .................................................p. 7IOLA NOW Account (New York) ......................................................p. 8Commercial Money Market Savings Account....................................p. 9Commercial Savings Account ............................................................p. 9Commercial Certificate of Deposit......................................................p. 10

Notice Regarding Overdrafts .............................................................p. 12

Availability Disclosure for Commercial Deposit Accounts ......................................................pp. 13-14

Electronic Banking Agreement for Businesses.............................pp. 15-19

Commercial Deposit Account Agreement .................................pp. 20-30

Introduction ...................................................................................................p. 20DefinitionsGoverning DocumentsKinds of Commercial Accounts

General Terms and Conditions for Commercial Deposit Accounts ......................................................p. 20

General Use of AccountsDepositsMissing Endorsements ................................................................p. 21Limitations on DepositsInitial Deposit Amounts

And Error CorrectionCollection and Cashing of Checks and Other ItemsCrediting of DepositsWithdrawalsInformation about Transactions Made with Your

Debit Card and Authorization HoldsAuthorized Signatures and Identification.....................................p. 22Telephone InstructionsPreauthorized and Automatic Transfers .......................................p. 23ACH Payments ProvisionalNotice of ChangesIndemnity of Bank as EscroweeFiduciariesCustomer SecurityNotice of Suspected ErrorsStandard of CareCharging of Withdrawals .............................................................p. 24Order in Which We Post and Pay Debit Items for Checking,

NOW, Savings (Other than Passbook Savings), and Money Market Accounts

Posting Order for Time Deposit and Passbook Accounts ............p. 25

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After the conversion, the governing documents for your company’s account willinclude:• Commercial Deposit Account Agreement• Notice Regarding Overdrafts – Business Checking Accounts• Availability Disclosure for Commercial Deposit Accounts• Specific Features and Terms for the specific type of account you will have after

conversion• Commercial Deposit Account Fee Schedule • Electronic Banking Agreement for Businesses

These documents will apply to your account as though your company signed aCommercial Deposit Account Opening Request for that account on the conversiondate.

Your account will automatically become the type of account indicated in thechart, but we would be happy to discuss account options with you after theconversion. Simply stop by any branch or call us.

For interest-bearing accounts, the Annual Interest Rates have not yet beendetermined. Please call 1-800-724-6070 after the conversion to find out the AnnualInterest Rate applicable to your account. Rates are variable and subject to changedaily. For tiered rate accounts, if your balance falls within a particular tier, M&Twill pay the Annual Interest Rate corresponding to that tier on the entire balanceeligible to earn interest in your account.

CHECKING ACCOUNT CONVERSION INFORMATION

IF THIS IS YOUR CHECKING OR NOW ACCOUNT PRIOR TO CONVERSION

THIS WILL BE YOUR ACCOUNTAFTER CONVERSION

Regular Checking (Personal Checking or Free Personal Checking) used forfiduciary or business purposesORAttorney Trust AccountORPublic Funds AccountORBusiness Checking (Option B)

M&T Simple Checking for Business

Business Checking (Option A) Commercial Checking

Business Money Market CheckingORMoney Market Checking

Commercial Money Market Savings (see SAVINGS AND MONEYMARKET ACCOUNT CONVERSION INFORMATION below)*

Super NOW OR High Value Checking OR Better Interest Banking

M&T Business Interest Checking

IOLTA/IOLA IOLTA NOW/IOLA NOW

After the conversion, the governing documents for your company’s account willinclude:• Commercial Deposit Account Agreement

• Availability Disclosure for Commercial Deposit Accounts

• Specific Features and Terms for the specific type of account you will have afterconversion

• Commercial Deposit Account Fee Schedule

• Electronic Banking Agreement for Businesses

These documents will apply to your account as though your company signed aCommercial Deposit Account Opening Request for that account on the conversiondate.

Your account will automatically become the type of account indicated in thechart, but we would be happy to discuss account options with you after theconversion. Simply stop by any branch or call us.

For interest-bearing accounts, the Annual Interest Rates have not yet beendetermined. Please call 1-800-724-6070 after the conversion to find out the AnnualInterest Rate applicable to your account. Rates are variable and subject to changedaily. For tiered rate accounts, if your balance falls within a particular tier, M&Twill pay the Annual Interest Rate corresponding to that tier on the entire balanceeligible to earn interest in your account.

IMPORTANT NOTE FOR PASSBOOK CUSTOMERS:If you have a passbook, you will no longer need to bring it to a branch to be

updated and it will no longer be an official record of your account. Statements willbe provided to you.

SAVINGS AND MONEY MARKET ACCOUNT CONVERSION INFORMATION

IF THIS IS YOUR SAVINGS OR MONEY MARKET ACCOUNT PRIOR TO CONVERSION

THIS WILL BE YOUR ACCOUNT AFTER CONVERSION

Business Money Market CheckingORMoney Market Checking ORMoney Market Savings

Commercial Money Market Savings

Statement SavingsORPassbook Savings

Commercial Savings

*Please note that a Commercial Money Market Savings account is not a checking account, but rather is a money market account (i.e., savings account) withlimited checkwriting ability.

These charts are provided as a convenience and summarize certain important information, but they do not include all information. Please be sure to review the full text ofthe disclosures and agreements in this booklet for complete information and contact us with any questions.

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Until your company’s CD renews as a Commercial Certificate of Deposit, its termswill remain unchanged. Note, however, that the availability of funds deposited intothat account will be governed by M&T’s Availability Disclosure for CommercialDeposit Accounts. If your account pays simple interest, interest will compoundmonthly.

After the first maturity date of your company’s CD on or after the first businessday following the conversion date, the governing documents for your company’saccount will include:• Commercial Deposit Account Agreement• Availability Disclosure for Commercial Deposit Accounts

• Specific Features and Terms for Commercial Certificate of Deposit• Commercial Deposit Account Fee Schedule

These documents will apply to your account as though your company signed aCommercial Deposit Account Opening Request for that account at renewal.IMPORTANT NOTE FOR PASSBOOK CUSTOMERS:

If you have a passbook, you will no longer need to bring it to a branch to beupdated and it will no longer be an official record of your account.

TIME DEPOSIT ACCOUNT CONVERSION INFORMATION

IF THIS IS YOUR CD ACCOUNT ON THE CONVERSION DATE

AT YOUR CD’S FIRST MATURITY DATE ON OR AFTER THEFIRST BUSINESS DAY FOLLOWING THE CONVERSION DATE

Certificate of Deposit with automatic renewal Your account will renew as a Commercial Certificate of Deposit

Single-maturity Certificate of Deposit That maturity date will be the final maturity date of the Certificate of Depositand the account will not be automatically renewed. Upon maturity, the balancein the account will cease to earn interest and will remain in the accountuninvested until your company provides us with instructions for payment ordeposit into another account.

These charts are provided as a convenience and summarize certain important information, but they do not include all information. Please be sure to review the full text ofthe disclosures and agreements in this booklet for complete information and contact us with any questions.

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SPECIFIC FEATURES AND TERMS

M&T SIMPLE CHECKING FOR BUSINESS ACCOUNT

KIND OF ACCOUNTChecking

ACCOUNT CAN BE OPENED BYAll Non-Consumer

MINIMUM OPENING DEPOSITNone

LEDGER BALANCEAt the end of any Business Day, consists of all funds previously deposited in andcredited to the Account and not yet withdrawn from and charged against theAccount.

The Ledger Balance on a Saturday, Sunday or federal holiday will be the LedgerBalance as of the end of the previous Business Day.

AVAILABLE BALANCEThe balance available for withdrawal in accordance with the applicable AvailabilityDisclosure for Commercial Deposit Accounts provided to the Customer.

NEGATIVE AVAILABLE BALANCE An Available Balance less than zero.

AVERAGE NEGATIVE AVAILABLE BALANCE

The sum of all end-of-day Negative Available Balances which occur during theAnalysis Period, divided by the total number of calendar days in that AnalysisPeriod.

ANNUAL NEGATIVE AVAILABLE BALANCE RATE

Variable, subject to change daily.*

COMPUTATION OF NEGATIVE AVAILABLE BALANCE FEE

The Average Negative Available Balance multiplied by the Annual NegativeAvailable Balance Rate in effect on the last day of the Analysis Period, divided by360, multiplied by the number of days in that Analysis Period.

STATEMENT CYCLEMonthly cycle unless otherwise requested.

OTHER FEESSee separate schedule as amended from time to time.

ANALYSIS PERIODCalendar month

ACCESS AT ELECTRONIC FACILITIESYes

*The Annual Negative Available Balance Rate will be set by M&T at M&T’sdiscretion without reference to any index, formula or schedule.

COMMERCIAL CHECKING ACCOUNT

KIND OF ACCOUNT Analyzed Checking

ACCOUNT CAN BE OPENED BY All Non-Consumer


ANNUAL EARNINGS CREDIT RATEVariable, subject to change daily.*

LEDGER BALANCE At the end of any Business Day, consists of all funds previously deposited in andcredited to the Account and not yet withdrawn from and charged against theAccount.


COLLECTED BALANCEThe Ledger Balance reduced by Items in the process of collection.

AVERAGE LEDGER BALANCE The sum of all Ledger Balances at the end of each day in the Analysis Period, dividedby the number of calendar days in that period.

AVERAGE FLOATThe sum of checks and other Items deposited in the Account but not yet collectedon each day in the Analysis Period, divided by the number of calendar days in thatperiod.

AVERAGE COLLECTED BALANCEThe result of subtracting the Average Float from the Average Ledger Balance.

AVERAGE POSITIVE COLLECTED BALANCEThe sum of all positive end-of-day Collected Balances which occur during theAnalysis Period, divided by the number of calendar days in that period.

RESERVE REQUIREMENTA percentage reduction equal to the highest percentage reserve requirementapplicable to net transaction accounts (as defined in 12 CFR 204.2(j)) withoutregard to whether M&T is actually subject to a reserve requirement or the actualamount of any applicable reserve requirement with respect to M&T’s nettransaction accounts or any category or class of its net transaction accounts(including any category or class of demand deposit or NOW accounts that wouldinclude the Account).

NET AVERAGE POSITIVE COLLECTED BALANCE

The Average Positive Collected Balance less the Reserve Requirement.

EARNINGS ALLOWANCE COMPUTATIONThe Net Average Positive Collected Balance for the Analysis Period, multipliedby the Annual Earnings Credit Rate in effect on the last day of the Analysis Period,divided by 365 (or 366 in a leap year), multiplied by the number of calendar daysin that Analysis Period. The Earnings Allowance will be used to offset eligiblefees posted to the Account.

BALANCE REQUIREMENTTotal charges multiplied by 365 (or 366 in a leap year), divided by the number ofdays in the Analysis Period, divided by the Annual Earnings Credit Rate. Thebalance required to offset fees posted to the Account.

AVAILABLE BALANCE The balance available for withdrawal in accordance with the applicable AvailabilityDisclosure for Commercial Deposit Accounts provided to the Customer.

NEGATIVE AVAILABLE BALANCEAn Available Balance less than zero.

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AVERAGE NEGATIVE AVAILABLE BALANCEThe sum of all end-of-day Negative Available Balances which occur during theAnalysis Period, divided by the total number of calendar days in that AnalysisPeriod.





STATEMENT CYCLEMonthly cycle unless otherwise requested.

ANALYSIS PERIODCalendar month



*The Annual Earnings Credit Rate and Annual Negative Available Balance Ratewill be set by M&T at M&T’s discretion without reference to any index, formulaor schedule.

M&T BUSINESS INTEREST CHECKING ACCOUNT

KIND OF ACCOUNT Interest-bearing Checking (Demand Deposit)



ANNUAL INTEREST RATE Variable, subject to change daily.* Tiers for this Account are based on CollectedBalance at the end of each day, and are as follows:

• At least $500, but less than $50,000• At least $50,000

Interest for any day will be paid on the entire balance eligible to earn intereston that day at the Annual Interest Rate corresponding to the highest of the aboveinterest rate tiers applicable to your Account on that day.

LEDGER BALANCE At the end of any Business Day, consists of all funds previously deposited in andcredited to the Account and not yet withdrawn from and charged against it; plusall interest credited to the Account before that day and not yet withdrawn from andcharged against it.


COLLECTED BALANCE The Ledger Balance reduced by Items in the process of collection.

RESERVE REQUIREMENT A percentage reduction equal to the highest percentage reserve requirementapplicable to net transaction accounts (as defined in 12 CFR 204.2(j)) withoutregard to whether M&T is actually subject to a reserve requirement or the actualamount of any applicable reserve requirement with respect to M&T’s nettransaction accounts or any category or class of its net transaction accounts(including any category or class of demand deposit or NOW accounts that wouldinclude the Account).

NET COLLECTED BALANCE The Collected Balance reduced by the Reserve Requirement.

MINIMUM BALANCE ELIGIBLE TO EARN INTEREST

Interest will accrue on the Net Collected Balance at the end of each day, provided theCollected Balance at that time is at least $500.

INTEREST COMPUTATION For each day, the end-of-day Net Collected Balance (if positive) multiplied by theAnnual Interest Rate in effect on that day, divided by 365 (or 366 in a leap year).





AVERAGE NEGATIVE AVAILABLE BALANCE The sum of all end-of-day Negative Available Balances which occur during theAnalysis Period, divided by the total number of calendar days in that AnalysisPeriod.



COMPOUNDING OF INTEREST Monthly

PAYMENT OF INTEREST At the end of the last Business Day of the calendar month, provided the Accountis open.

METHOD OF PAYMENT OF INTEREST As requested, by crediting the Account or by crediting the Account followedimmediately by transfer to an eligible Account with M&T.

STATEMENT CYCLE Monthly cycle unless otherwise requested.

ANALYSIS PERIOD Calendar month

OTHER FEES See separate schedule as amended from time to time.


*The Annual Interest Rate and the Annual Negative Available Balance Rate willbe set by M&T at M&T’s discretion without reference to any index, formula orschedule. Rates for different tiers may from time to time be the same.

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IOLTA NOW ACCOUNT(for accounts open in New Jersey)

KIND OF ACCOUNT IOLTA (Interest on Lawyers Trust) accounts are a special type of NOW (negotiableorder of withdrawal) account which can be opened only as an attorney trust accountfor qualified commingled client funds bearing interest for the benefit of the IOLTAFund of the Bar of New Jersey.

ACCOUNT CAN BE OPENED BY Attorney or Law Firm

















AVERAGE NEGATIVE AVAILABLE BALANCE The sum of all end-of-day Negative Available Balances which occur during theAnalysis Period, divided by the total number of calendar days in that Analysis Period.





METHOD OF PAYMENT OF INTEREST By crediting the Account; with periodic remittances to the account of the IOLTAFund of the Bar of New Jersey after deduction of permissible service charges andother fees.





IOLTA NOW ACCOUNT(for accounts open in Connecticut)

KIND OF ACCOUNT IOLTA (Interest on Lawyers Trust) accounts are a special type of NOW (negotiableorder of withdrawal) account which can be opened only as an attorney trust accountfor qualified commingled client funds bearing interest for the benefit of theConnecticut Bar Foundation.

ACCOUNT CAN BE OPENED BY Attorney or Law Firm








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METHOD OF PAYMENT OF INTEREST By crediting the Account; with periodic remittances to the account of theConnecticut Bar Foundation after deduction of permissible service charges andother fees.





IOLA NOW ACCOUNT(for accounts open in New York)

KIND OF ACCOUNT IOLA (Interest on Lawyers) accounts are a special type of NOW (negotiable orderof withdrawal) account which can be opened only as an attorney trust account forqualified commingled client funds bearing interest for the benefit of the New YorkState IOLA Fund pursuant to Section 97-v of the State Finance Law and Section 497of the Judiciary Law of the State of New York.

ACCOUNT CAN BE OPENED BYAttorney or Law Firm


ANNUAL INTEREST RATEVariable, subject to change daily.* Tiers for this Account are based on CollectedBalance at the end of each day, and are as follows:















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METHOD OF PAYMENT OF INTEREST By crediting the Account; with periodic remittances to the account of the NewYork State IOLA Fund pursuant to Section 497(6)(c) of the Judiciary Law of theState of New York.





COMMERCIAL MONEY MARKET SAVINGS ACCOUNT

KIND OF ACCOUNT Statement Savings




• At least $500, but less than $2,500• At least $2,500, but less than $10,000• At least $10,000, but less than $25,000• At least $25,000, but less than $50,000• At least $50,000, but less than $75,000• At least $75,000, but less than $100,000• At least $100,000


LEDGER BALANCE At the end of any Business Day, consists of:

1. All funds deposited in and credited to the Account and not yet withdrawnfrom and charged against it; plus

2. All interest credited to the Account before that day and not yet withdrawnfrom and charged against it.



BALANCE ELIGIBLE TO EARN INTEREST As of any time during any day, will consist of:

1. The Collected Balance as of that time; plus 2. All interest earned on funds in the Account before that day, but not yet paid.


COMPOUNDING OF INTEREST Daily

INTEREST COMPUTATION For each day, the Balance Eligible to Earn Interest as of the end of that daymultiplied by the Annual Interest Rate in effect on that day, divided by 365 (or 366in a leap year).

PAYMENT OF INTEREST At the end of the last day of the statement cycle, provided the Account is open.

METHOD OF PAYMENT OF INTEREST As requested:

1. By crediting the Account, or 2. By crediting the Account followed immediately by transfer to a checking,

NOW or statement savings Account with M&T.

MINIMUM BALANCE TO EARN INTEREST To earn interest on any day, the Collected Balance must be at least $500 as of theend of that day.

STATEMENT CYCLE Monthly cycle


TRANSFER LIMITATIONS During any calendar month, a total of no more than 6 withdrawals and transferscan be made to another account with M&T or to a third party by means of apreauthorized or automatic transfer or telephonic (including data transmission)agreement, order or instruction (including Internet, online banking and othercomputer transactions), or by check, draft, debit card or similar order payable toa third party.


NOT TRANSFERABLE (as defined in 12 CFR 204)

* The Annual Interest Rate will be set by M&T at M&T’s discretion withoutreference to any index, formula or schedule. Rates for different tiers may fromtime to time be the same.

COMMERCIAL SAVINGS ACCOUNT

KIND OF ACCOUNT Statement Savings



ANNUAL INTEREST RATE Variable, subject to change daily.*

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1. The Collected Balance as of that time; plus 2. All interest earned on funds in the Account before that day, but not yet paid.


COMPOUNDING OF INTEREST Daily

INTEREST COMPUTATION For each day, the Balance Eligible to Earn Interest as of the end of the daymultiplied by the Annual Interest Rate in effect on that day, divided by 365 (or 366in a leap year).

PAYMENT OF INTEREST At the end of the last day of the statement cycle, provided the Account is open.


1. By crediting the Account, or 2. By crediting the Account followed immediately by transfer to a checking,

NOW or statement savings Account with M&T.

MINIMUM BALANCE TO EARN INTERESTTo earn interest on any day, the Collected Balance must be at least $100 as of theend of that day.

STATEMENT CYCLE Monthly cycle


TRANSFER LIMITATIONS During any calendar month, a total of no more than 6 withdrawals and transferscan be made to another account with M&T or to a third party by means of apreauthorized or automatic transfer or telephonic (including data transmission)agreement, order or instruction (including Internet, online banking and othercomputer transactions), or by debit card or similar order payable to a third party.No withdrawal can be made by check.



*The Annual Interest Rate will be set by M&T at M&T’s discretion withoutreference to any index, formula or schedule.

COMMERCIAL CERTIFICATE OF DEPOSIT

KIND OF ACCOUNT Automatically Renewable Time Deposit


MINIMUM OPENING DEPOSIT $500

MATURITY NOTICEYou will receive a maturity notice with information about the initial term, firstmaturity date, and how you can inquire about the Annual Interest Rate,* AnnualPercentage Yield** and Daily Percentage Rate*** for the Account.






1. The Ledger Balance; plus 2. All interest earned on funds in the Account before that day, but not yet paid.


FREQUENCY OF COMPOUNDING AND PAYMENT OF INTEREST****

Interest is compounded daily and paid at the end of the day before each maturitydate and, if requested, approximately every month, every 3 months, every 6 months,or every year.

INTEREST COMPUTATION For each day, the Balance Eligible to Earn Interest as of the end of that daymultiplied by the Annual Interest Rate in effect on that day, divided by 365 (or 366in a leap year).


1. By crediting the Account, or 2. By crediting the Account followed immediately by transfer to an eligible

Account with M&T, or 3. By crediting the Account followed immediately by withdrawal and payment

by check.

TRANSACTION LIMITATIONSCertain deposit and withdrawal limitations apply to your Account. After theAccount is opened, no deposit may be made to your Account except on a maturitydate or as permitted during a grace period. Please see the “Penalty for EarlyWithdrawal” section for information about withdrawals.

PENALTY FOR EARLY WITHDRAWAL You have contracted to keep your funds on deposit for the term of your Account.This means that you may not withdraw deposited funds from the Account exceptat maturity, as permitted during a grace period (see the “Renewal Policy/AutomaticRenewal” section), or as provided in these terms.

In our discretion, we may allow you to withdraw money from the Account attimes other than at maturity or as permitted during a grace period. However, if youmake such a withdrawal, we may charge you a penalty in our discretion unless thewithdrawal is due to an owner’s death or incompetency as determined by a courtor administrative body.

The penalty will be:1. $50 plus 182 days’ interest on the amount of the withdrawal, computed

without compounding, at the Annual Interest Rate in effect when thewithdrawal is made, if the term of the Account during which the withdrawalis made is more than 364 days; or

2. $25 plus 91 days’ interest on the amount of the withdrawal, computedwithout compounding, at the Annual Interest Rate in effect when thewithdrawal is made, if the term of the Account during which the withdrawalis made is less than 365 days.

Please note that the penalty may invade principal, and the term of your Accountis the period of time during which you have contracted to keep your funds ondeposit from the opening deposit or renewal date until the next maturity date.

During each term of your Account, you may withdraw interest that has beencredited to your Account during that term. However, after the next maturity dateof your Account, that interest cannot be withdrawn from your Account without ourconsent or as permitted during a grace period.

We can close the Account any time the balance falls below the minimum depositthat was required to open that Account or, if we automatically renew the Account,that was required to open the same type of Account on the most recent maturitydate of the Account. We can require the closing of your Account as a condition ofallowing any withdrawal from it.

RENEWAL POLICY/AUTOMATIC RENEWALYour Account will renew automatically on each of its maturity dates unless, beforethat maturity date, you notify us not to renew it, we send you notice that we willnot renew it, or we are prohibited by applicable law from renewing it. Each timeyour Account automatically renews, there will be a grace period of 10 calendardays after the maturity date (“grace period”), during which you may make awithdrawal without penalty, make a deposit, or change the length of your term.Funds withdrawn from your Account during the grace period will not earn anyinterest during the grace period. The interest rate for your Account at the time ofrenewal will be set by us at our discretion and will not be tied to any index.

If your Account does not automatically renew for any reason, on its maturitydate (or on our next Business Day if that maturity date is not a Business Day),money in the Account will stop earning interest unless you renew the Account orreinvest the money.

CHANGE OF TERM On or within 10 days after any maturity date of the Account.


****The Annual Interest Rate is subject to change each time the Account isrenewed and will be set by M&T at M&T’s discretion without reference to anyindex, formula or schedule.

****The Annual Percentage Yield is an annual rate that is subject to change eachtime the Account is renewed and is based on the assumptions that the Accountis renewed on each maturity date, that interest earned on the funds in theAccount is not withdrawn from the Account and that the Annual Interest Ratefor the initial Term does not change for subsequent Terms.

****The Daily Percentage Rate is subject to change each time the Account isrenewed.

****The availability of particular periodic interest payment options for the Accountdepends on the Term of the Account. Not all of the interest payment optionsare available for all Terms.

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This notice provides general information concerning what may occur and whatfees may be charged when you withdraw, or try to withdraw, more money fromyour checking account* than you have available for withdrawal from that account.More detailed information on these and other important topics may be found inthe Commercial Deposit Account Agreement, applicable fee schedule, ElectronicBanking Agreement for Businesses, and Availability Disclosure for CommercialDeposit Accounts.

MEANING OF SOME TERMS WE USE IN THIS NOTICE

A Debit Item means any withdrawal, transfer or other transaction made orattempted including, but not limited to, any withdrawal, transfer or other transactionmade or attempted by check, in person, ATM or other electronic means.

An Overdraft Arrangement means either (i) a line of credit account tied to youraccount or (ii) another account you have with us that is linked to your account suchthat it covers overdrafts.

GENERAL INFORMATION ABOUT OVERDRAFTS

When we receive a Debit Item for payment from your account and your accountdoes not contain sufficient available funds to pay that Debit Item, we may decideto pay the Debit Item or not to pay it.** We make this decision in our sole discretionand our decision to pay a particular Debit Item does not obligate us to pay otherDebit Items if your account does not contain sufficient available funds to coversuch other Debit Items. If your account becomes overdrawn (that is, has a negativebalance), you must immediately pay to us the total amount overdrawn.

INSUFFICIENT FUNDS (NSF)/OVERDRAFT FEEIf you withdraw, or try to withdraw, more money from your account than you haveavailable for withdrawal from that account, you will be charged an insufficientfunds (NSF)/overdraft fee*** unless the money is paid under an OverdraftArrangement.** This is true regardless of:

1. Whether we pay or decline to pay the Debit Item; or 2. How you withdraw or attempt to withdraw the funds.

EXTENDED OVERDRAFT FEEIn addition to any insufficient funds (NSF)/overdraft fees and negative availablebalance charges*** that may apply to your checking account, if we pay a DebitItem and, as a result, your checking account becomes overdrawn (that is, thebalance is negative) or becomes further overdrawn, you will be charged a single$40 extended overdraft fee after 5 consecutive business days if the account remainsoverdrawn.

CHANGES TO INSUFFICIENT FUNDS (NSF)/OVERDRAFT OR EXTENDED OVERDRAFT FEES

If we change the amount of or manner of assessing our insufficient funds(NSF)/overdraft fees or extended overdraft fees or implement any new fees inconnection with overdrafts, we will send a notice explaining this change to you.

* This notice applies only to Commercial Checking, M&T Business InterestChecking, Non-Profit Checking, M&T Advanced Business Checking, M&TSimple Checking for Business, M&T Medical Services Checking, M&TProfessional Services Checking, Business FlexChecking, BusinessProChecking, Business Sweep Checking I, and Business Sweep Checking II.

** NOTE: If you have an Overdraft Arrangement with us that fully covers theamount of any Debit Item posted against insufficient available funds, the DebitItem will be paid, the account will not be treated as overdrawn and theinsufficient funds (NSF)/overdraft fees and extended overdraft fees andnegative available balance charges will not be assessed. However, you mustpay any charges related to using that Overdraft Arrangement.

*** Insufficient funds (NSF)/overdraft fees and negative available balance chargesare described in the fee schedule and Specific Features and Terms for youraccount, respectively.

NOTICE REGARDING OVERDRAFTSBUSINESS CHECKING ACCOUNTS*

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Funds deposited in a commercial account at M&T Bank become available forwithdrawal according to the following schedule. Prior to the availability date, fundsdeposited are unavailable for withdrawal in the form of cash or for payment ofchecks, except for instances marked by an asterisk below.

DETERMINING THE AVAILABILITY OF A DEPOSIT

The availability of your deposit is counted in business days from the day of yourdeposit. Every day is a business day except Saturdays, Sundays and federalholidays. If you make a deposit before our business day cutoff time on a businessday that we are open, that day will be considered to be the day of your deposit.However, if you make a deposit after our business day cutoff time, or at any timeon a day that is not a business day or is a day we are not open, we will consider thedeposit made on the next business day we are open. Our business day cutoff timemay vary by location, but is no earlier than 2 p.m. for deposits made to a branchemployee, and no earlier than noon for deposits made at our ATMs. Please ask forspecifics at your branch.

The availability schedule depends on the type of deposit, as explained below.

SAME-DAY AVAILABILITY Funds from the following deposits are available on the same business day as theday we receive the transfer or deposit:• Cash.• Wire transfers via Fedwire or CHIPS.• ACH credit entries in which a party initiates a transfer of funds from its account

to your account, including electronic direct deposits such as payroll and SocialSecurity payments; however, funds received for deposit by means of aninternational ACH transaction (IAT) may not be made available until certainmonitoring and review procedures are completed and, therefore, may not be madeavailable on the same business day as we receive the transaction.

NEXT-DAY AVAILABILITYFunds from the following deposits are available on the first business day after theday of your deposit:• Checks drawn on M&T Bank.*• U.S. Treasury checks that are payable to your company.• Traveler’s checks.• Federal Reserve Bank checks, Federal Home Loan Bank checks and postal

money orders, if these items are payable to your company.If the item is payable to your company, and you make the deposit in person to

one of our employees, using a special deposit slip available from the customerservice representatives at our branch offices, funds from the following deposits arealso available on the first business day after the day of your deposit:• Checks drawn by the state or by a unit of the local government in the state in

which the deposit is made.• Cashier’s, certified or teller’s checks.

*Funds from deposits of checks drawn on M&T Bank, other than controlleddisbursement checks, will be available on the same business day as the day wereceive the deposit to pay checks and certain other items drawn on your account.(Funds from the deposit of controlled disbursement checks drawn on M&T Bankare available on the first business day after the day of your deposit to pay checksdrawn on your account. A controlled disbursement check drawn on M&T Bank –which is a check drawn on either a Corporate Checking Account or a CommercialChecking Account that has controlled disbursement services – is distinguishablefrom other checks drawn on M&T Bank by its 9-digit routing number located atthe bottom of the check. If the routing number on a check drawn on M&T Bankis 021907577, 221370632, 031100173, 031318619 or 055000110, that check is acontrolled disbursement check. Checks drawn on M&T Bank that have differentrouting numbers are not controlled disbursement checks.)

OTHER CHECK DEPOSITSThe availability of funds from the deposit of other domestic checks depends on

whether the check is a Category A or Category B check. To see whether a checkis classified as Category A or Category B, look at the routing number on the check.The routing number appears as the first group of encoded numbers on the bottomof a personal check, and as the second group of encoded numbers on the bottomof a business check. Find the first four digits of the routing number on your checkand if they are listed in the chart, the check is a Category A check. If they are notlisted in the chart, the check is a Category B check.

For example, if the first four digits of the routing number are 0220, then thecheck is a Category A check; if the first four digits of the routing number are 1250,since they do not appear in the chart, the check is a Category B check.

Some checks are marked “payable through” and have a four- or nine-digitnumber nearby. For these checks, use the four-digit number (or the first four digitsof the nine-digit number), not the routing number on the bottom of the check, todetermine if these checks are Category A or Category B checks. For example, ona credit union share draft marked “payable through” use the four-digit number (orthe first four digits of the nine-digit number) following the name and location ofthe credit union.

Our policy is to make funds from these checks available as follows:1. Category A checks. The funds from a deposit of Category A checks will be

available on the first business day after the day of your deposit.For example, if you deposit a Category A check of $700 on a Monday, $700 of

the deposit is available on Tuesday.2. Category B checks. The first $250 from a day’s deposits of Category B checks

will be available on the first business day after the day of your deposit. Theremaining funds will be available on the second business day after the day ofyour deposit.For example, if you deposit a Category B check of $700 on a Monday, $250 of

the deposit is available on Tuesday. The remaining $450 is available on Wednesday.If you deposit checks from both of the above categories, the funds from your

Category A checks, or $250, whichever is greater, will be available on the firstbusiness day after the day of your deposit.

DEPOSITS AT AUTOMATED TELLER MACHINES

An automated teller machine (ATM) is an electronic facility that either is usedwithout the assistance of an operator or is used with the assistance of an operatorsuch as a retail store clerk. An ATM we own or operate is called a proprietary ATM.An ATM we do not own or operate is called a non-proprietary ATM.

PROPRIETARY ATM DEPOSITSFunds from deposits made at proprietary ATMs are available in accordance withthe normal schedule set forth above.

NON-PROPRIETARY ATM DEPOSITSDeposits to your account are not permitted to be made at non-proprietary ATMs.

EXCEPTIONSAvailability of funds from check deposits may be delayed under the followingcircumstances:• If M&T doubts that a particular check will be paid; for instance, if

• the check has previously been returned unpaid; or• the check bears multiple endorsements.

• If deposits of checks and other items total more than $5,000 on any one day.

AVAILABILITY DISCLOSURE FOR COMMERCIAL DEPOSIT ACCOUNTS

Category A

0110 0210 0212 0213 0214 0219

0220 0223 0260 0280 0310 0311

0312 0313 0319 0360 0410 0420

0430 0432 0433 0434 0440 0510

0514 0519 0520 0521 0522 0530

0539 0540 0550 0560 0570 0610

0660 0810 0830

2110 2210 2212 2213 2214 2219

2220 2223 2260 2280 2310 2311

2312 2313 2319 2360 2410 2420

2430 2432 2433 2434 2440 2510

2514 2519 2520 2521 2522 2530

2539 2540 2550 2560 2570 2610

2660 2810 2830

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• If your account has been overdrawn repeatedly in the last six months and theoverdrafts were not paid with funds that were lent under a line of credit accountor made available from another deposit account you have with us that is linkedto your account as part of an overdraft arrangement.

• If there is an emergency, such as failure of communications or computerequipment.M&T will notify you if such an exception hold applies to a check deposited in

your account. The notice will explain when the funds will be available. They willgenerally be available no later than the fourth business day after the day on whichthey would otherwise have been available.

HOLDS ON OTHER FUNDS (CHECK CASHING; OTHER ACCOUNTS)

If M&T cashes a check which is drawn on another bank, or makes funds from sucha check available to you immediately upon deposit, a hold for a correspondingamount may be placed on available funds on deposit in one of your M&T accounts.The hold will be released on the business day on which the funds would havebecome available according to the schedule set forth above.

SPECIAL RULES FOR NEW ACCOUNTSIf your company is a new customer at M&T, the following special rules will applyduring the first 30 days your account is open:

Funds from wire transfers via Fedwire or CHIPS and ACH credit entries to youraccount will be available on the same business day on which M&T receives thetransfer with complete instructions.

Funds from deposits of cash, checks drawn on M&T Bank and the first $5,000of a day’s total deposits of checks drawn by the state or by a unit of the localgovernment in the state in which the deposit is made, cashier’s, certified, teller’s,traveler’s and federal government checks will be available on the first business dayafter the day of deposit if the deposit meets certain conditions. For example, thechecks must be payable to your company and may require a special deposit slip.The excess over $5,000 will be available on the seventh business day after the dayof deposit.

Funds from all other check deposits will be available on the fourth business dayafter the day on which they would otherwise have become available.

OTHER EXCEPTIONSThis availability schedule does not affect M&T’s right to refuse to accept an itemfor deposit or M&T’s right to charge your company’s account or otherwise obtaina refund from you for any item that is not fully paid, regardless of the reason fornonpayment.

INSUFFICIENT FUNDS (NSF)/OVERDRAFTFEES ASSESSED BASED ON BALANCE

AVAILABLE FOR WITHDRAWALSubject to and in accordance with the fee schedule applicable to your checking orsavings account, we will charge an insufficient funds fee or overdraft fee whenyou make or attempt to make a transaction but do not have sufficient availablefunds to pay for the transaction. Funds subject to hold or otherwise encumberedfor any reason are not available for withdrawal or payment, including funds pledgedas collateral for indebtedness, subject to legal process (e.g., tax levy or restraint),held to pay for a transaction made using a debit card, or held to make apreauthorized payment on a line of credit or online bill payment.

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MEANING OF SOME TERMSIn this agreement (1) “we,” “us,” “our” and “ours” mean M&T Bank, One M&TPlaza, Buffalo, New York 14203; (2) “you” and “your” mean the sole proprietoror business entity issued one or more access devices pursuant to an application forsame made to us by such sole proprietor or business entity; (3) “your card” meanseach M&T ATM Card for Business and each Visa® debit card tied to a comm ercialdeposit account with us that we have issued to someone who has been authorizedby you to use the card, and any Virtual Card that we have issued to someone whohas been authorized by you to use the Virtual Card; (4) “our VRU” means theM&T Business Tele phone Banking Center auto mated voice response unit; (5)“access device” means your card, card number, card data, or such other informationassociated with your card that is used to access your account; (6) “your PIN” meansthe secret personal identi fication number assigned to an authorized user of yourcard; (7) “your Checking Account” means any commercial checking account orNOW account with us to which your card is linked; (8) “your Savings Account”means any commercial savings account with us to which your card is linked; (9)“your Line of Credit Account” means any commercial line of credit account withus to which your card and your Checking Account or your Savings Account aretied; (10) your “Virtual Card” means the multi-digit number issued to you that canbe used alone or in conjunction with other information (such as a PIN) to identifyyou for purposes of accessing our VRU or enrolling in certain of our services; and(11) “E-Banking Services” means electronic banking services not provided atelectronic facilities covered by this agreement which we may make available toyou from time to time via the Internet or other electronic medium, including,without limitation, M&T Online Banking for Busi ness. Except as set forth herein,the terms and conditions of such E-Banking Services are not covered by thisagreement.

INTRODUCTION TO ELECTRONIC BANKING SERVICES

We offer a variety of services that allows you and your authorized employees,agents and representatives to access certain of your commercial deposit accountswith us and/or your commercial credit accounts with us or with our affiliates, bywhat is called an electronic funds transfer (“EFT”). For purposes of this agreement,an EFT is a transfer of funds from or to a commercial deposit account you maintainwith us or a commercial credit account you maintain with us or with our affiliatesthrough use of your access device at electronic facilities covered by this agreement.This agreement describes the EFT and other services available to you through useof your access device and sets forth the terms and conditions applicable to youruse of all such services, including, among other things, your and our respectiverights and liabilities that arise from such use. By using your access device or PINor authorizing someone else to use either, you agree to be bound by all terms andconditions of this agreement, and with regard to E-Banking Services, you agree tobe bound by all of the terms and conditions of the applicable E-Banking Servicesagreement.

AUTHENTICATIONYou acknowledge that use of an access device and, where required, correspondingPIN (i) is the equi valent of the signature of the authorized user of the access device,(ii) authenticates and validates the directions given at any electronic facility coveredby this agreement or the directions given in connection with any E-BankingServices as the directions of an authorized user of the access device to the sameextent as the actual signature and proof of identity of such authorized user of theaccess device and (iii) identifies the party using the access device and, whererequired, corresponding PIN as the authorized user of the access device, or assomeone who has been delegated the rights of an authorized user, with the powerand authority to enter into contracts on your behalf, including entering intocontracts over the Internet or other electronic medium, and to transact businessand bind you as set forth herein or in any applicable E-Banking Services agreement.You further acknowledge that the use of the PIN in conjunction with the accessdevice is a commercially reasonable security procedure for use in authenticatingtransactions or enrolling in E-Banking Services.

ISSUANCE OF CARDS AND PINSWe will deliver to you the number of cards that you request in writing. A separatecard will be issued to each person authorized by you to use your card. You mustfurnish us with the full name of each person whom you authorize to use your card.Each of your cards will be imprinted with your name and the name of the employee,agent or other representative authorized to use such card. Each authorized user ofyour card must sign his or her name on the reverse side of the card issued to suchauthorized user. A separate PIN will be assigned to each card and told to theauthorized user of such card, or, each authorized user, if he or she prefers, canchoose his or her own PIN.

ELECTRONIC FACILITIES COVERED BY THIS AGREEMENT

Electronic facilities covered by this agreement are our own automated tellermachines (ATMs), electronic facilities owned or operated by any of our affiliates,our VRU, ATMs and point-of-sale terminals in networks of shared electronicfacilities in which we directly or indirectly participate (for example, the PLUS®,STAR® or Visa network) and any means of electronic communication throughwhich you may communicate instructions to make transfers to or from your accountusing your access device (e.g., telephone or Internet).

USE OF YOUR ACCESS DEVICEThe type of transactions that a user of your access device will be permitted toperform and where they can be performed depends on whether your card is anM&T ATM Card for Business, a Visa debit card or an M&T Virtual Card, and, ifyour card is an M&T ATM Card for Business, whether you have the “BalanceInquiry” option or the “All Activity” option for the authorized user of your card.The Visa debit card and the All Activity option for the M&T ATM Card forBusiness are available to an authorized user of your card only if such person is alsoan authorized signer on each deposit account and credit account linked to yourcard.

A. M&T ATM CARD FOR BUSINESS1. Balance Inquiry Option. If you elect this option for an authorized user

of your card, such authorized user will be able to (a) make a deposit inyour Checking Account or your Savings Account, (b) make a deposit ina comm ercial deposit account of yours with us other than your CheckingAccount and Savings Account, (c) find out the balance of your CheckingAccount, your Savings Account or your Line of Credit Account, (d) payan amount owing under an account with us or someone else for whom wecollect payments, and (e) find out the amount of credit available underyour Line of Credit Account.

2. All Activity Option. If you elect this option for an auth orized user of yourcard, such authorized user will be able to (a) make a withdrawal of cashfrom your Checking Account or your Savings Account, (b) make a depositin your Checking Account or your Savings Account, (c) make a transferto an account linked to your card, (d) make a transfer from an accountlinked to your card to another account that you or someone else has withus or with another bank, (e) make a deposit in a commercial depositaccount of yours with us other than your Checking Account and yourSavings Account, (f) find out the balance of your Checking Account, yourSavings Account or your Line of Credit Account, (g) pay an amount owingunder an account with us or someone else for whom we collect payments,(h) find out the amount of credit available under your Line of CreditAccount, and (i) obtain credit under your Line of Credit Account to borrowmoney in cash.

B. VISA DEBIT CARDAn authorized user of your Visa debit card will be able to perform all of thetransactions listed in the paragraph of this agreement entitled “All ActivityOption.” In addition, the auth orized user will be able to make a transfer fromyour Checking Account to pay for the purchase or lease of goods or servicesat any merchant that honors Visa debit cards without the use of an elec tronicfacility.

ELECTRONIC BANKING AGREEMENT FOR BUSINESSES

16 B

Please note, whether your card is an M&T ATM Card for Business or a Visa debitcard, not all types of transactions that an authorized user of your access device ispermitted to perform can be performed at all electronic facilities at which youraccess device may be used. For example, there may be restrictions on the types oftransactions that can be made with your card at certain of our ATMs or at any otherATM or point-of-sale terminal at which your card may be used. Also, telephonetransactions made with your access device using our VRU are limited to transfersbetween your Checking Account and your Savings Account as well as betweenthose accounts and your Line of Credit Account.

C. VIRTUAL CARDThe Virtual Card can only be used to access our VRU and to enroll in andaccess certain services at our E-Banking Service, M&T Online Banking forBusiness.

TRANSACTION LIMITATIONS1. During any day, the total transactions in which your access device is used at

an ATM to obtain cash, whether the cash is obtained through a withdrawalfrom your Check ing Account or your Savings Account or through anothertransaction (for example, a transaction in which a check is cashed or credit isobtained under your Line of Credit Account to borrow money in cash) cannotexceed (i) 9 in number (15 if your card is a Visa debit card) or (ii) $500 inamount ($1,000 if your card is a Visa debit card). We may, but we do not haveto, from time to time allow trans actions that exceed these limits.

2. During any day, the total transactions in which your access device associatedwith your Visa debit card is used to access your Checking Account to (a) payfor a purchase of goods or services, (b) pay bills for services provided bycompanies authorized to process bill payment transactions through STAR,Visa or other networks in which we participate or (c) perform a cash advancethrough Visa, cannot exceed (i) 20 in number or (ii) $7,500 in amount. Wemay, but we do not have to, from time to time allow transactions that exceedthese limits.

3. Deposits in or transfers to your Checking Account or your Savings Accountat some shared electronic facilities may be limited by the operators of thosefacilities or by the networks in which they participate.

4. No coins may be deposited and no more than 50 items may be deposited at anyone time at any electronic facility covered by this agreement at which depositsmay be made.

5. If you have multiple accounts of the same type linked to your card (i.e.,multiple checking accounts), some locations at which you can use your accessdevice may not offer the ability to select which of those accounts you wishto use to effect your transaction, and some locations may offer the ability toselect some, but not all, of those accounts. When no such choice is offered,the transaction will be processed in connection with your primary account,as designated by you and reflected in our records.

6. During any calendar month, no more than 6 withdrawals can be made fromyour Savings Account by a check, by a preauthorized, automatic or telephonictransfer to another deposit account with us or to a third party (including atransfer made via the Internet using E-Banking Services) or by a transfer toa third party made using your access device (for example, a transfer to paythe purchase price of goods or services).

7. To help avoid disruptions in the use of your access device, please let us knowin advance if you are planning to travel away from home. We may (but arenot obligated to) prohibit, restrict or limit the use of your access device if wesuspect potential or increased risk of fraud, unauthorized transfers, or otherillicit activity. In addition, we may (in our discretion) prohibit, restrict or limitthe use of your access device in some jurisdictions outside the United States.

Other limitations on the use of your access device can be imposed. For purposesof any limitation on the use of your access device, a day does not necessarily haveto begin at midnight. For reasons of security, we are not describing exactly whenthe day begins for purposes of any limitation on the use of your access device.

FOREIGN TRANSACTIONSIf your access device is used to conduct a transaction in a foreign country, thetransaction may be in a foreign currency. For purchases made through the Visanetwork with your access device, Visa will convert the purchase price into a U.S.dollar amount. The conversion rate will be (a) a rate selected by Visa from therange of rates available in wholesale currency markets on the date (based onGreenwich Mean Time) Visa receives the transaction for processing, which ratemay vary from the rate Visa itself receives, or (b) the government-mandated ratein effect for the date (based on Greenwich Mean Time) on which Visa receives thetransaction for processing. For other transactions, we will post the transaction inU.S. dollars based on the currency exchange rate in effect on the day we settle forthe transaction. The currency exchange rate may be different on that day than onthe day of the transaction. Also, there may be special currency exchange charges,which you agree to pay. We have no control over the exchange rate or the date orplace of exchange or the amount of any special currency exchange charges.

MERCHANT TRANSACTIONSIf your access device is used to pay for goods or services and/or to obtain cash backfrom a merchant or service provider, you are requesting that we withdraw funds inthe amount of such payment (including any cash received from the merchant orservice provider) from your Checking Account or your Savings Account anddirecting us to pay such funds to the merchant or service provider. We will haveno liability if a merchant or service provider refuses to honor your access device.We are not responsible for any injury to you or to anyone else caused by any goodsor services purchased or leased with your access device. You are responsible forresolving all disputes concerning the purchase or lease of goods or services withthe merchant or service provider who accepted your access device. We are notsubject to any claim or defense you may have regarding any dispute with anymerchant or service provider involving a transaction conducted with the use ofyour access device.

TELEPHONE TRANSACTIONSWith a Visa debit card, a Virtual Card or an M&T ATM Card for Business that isissued with the All Activity option, your access device may be used by telephonethrough our VRU to make transfers of funds between accounts linked to your card.To initiate a transfer of funds through our VRU, you must use a touchtone telephoneand have available your access device and any other information we may requireto establish the identification of the authorized user of your access device. You areresponsible for the accuracy and completeness of all information and directionssupplied to us in connection with a transaction made using our VRU. For yourprotection and ours, you agree that we may, but we do not have to, record yourinstructions for EFTs made using our VRU.

TIME OF INFORMATIONWhen your access device is used at any electronic facility covered by this agreementto find out the balance of your Checking Account or your Savings Account or theamount of credit available under your Line of Credit Account, the information willgenerally, but not necessarily, be as of a time no earlier than the start of our mostrecent business day beginning before the inquiry is made.

OBLIGATIONS WITH RESPECT TO ACCESS DEVICES AND PINS

You agree to safeguard your access device(s) and PIN(s) issued to authorized accessdevice users pursuant to this agreement and to cause each person you authorize touse or to whom you give your access device and/or corresponding PIN to safeguardyour access device and/or corresponding PIN by adopting security measures toprevent any unauthorized person from obtaining possession of your access deviceand/or corresponding PIN, and by taking all reasonable precautions, including, butnot limited to: (i) not keeping your access device and corresponding PIN in thesame place; (ii) not writing the PIN on your card or on any document carried alongwith your card or in the area of your PC that may be used to engage in E-BankingServices; (iii) memorizing the PIN and destroying or keeping under lock and keyany paper on which the PIN is written; and (iv) not disclosing any PIN to anyoneexcept any person to whom your access device to which the PIN applies is givenor such person that you have authorized to gain access to, or enroll in, E-BankingServices. If any person for whom you have requested a card ceases to have yourpermission to use your card, whether because of termination of employment orotherwise, you must return that card to us or request that we deactivate the cardand PIN immediately. You must do this even if the person to whom your card isissued is an authorized signer on any deposit account or credit account linked toyour card and at your request, we have noted in our records that such person’ssignature authority over any such account has been terminated. If an authorizeduser of your Visa debit card, your M&T ATM Card for Business issued with theAll Activity option or your Virtual Card ceases to be an authorized signer on anydeposit account or credit account linked to your card, you agree that we may, butshall have no obligation to, de activate such person’s card and PIN. Deacti vationof the card and the PIN shall not void or otherwise repudiate any agreement we mayhave entered into with you for E-Banking Services in reliance on the PIN andaccess device prior to the date of such deactivation unless you separately requestthat we terminate such E-Banking Services in accordance with the terms of therespective E-Banking Services agreement. If any card, access device or PINassociated with your card (or any cellular phone or other device on which youraccess device is stored) is or is believed by you to be lost, stolen or in the possessionof any un authorized person, or if you believe that any transaction involving yourChecking Account or your Savings Account or an E-Banking Service may havebeen or may be made using your access device or the correspond ing PIN withoutyour authorization, or if you suspect there has been any compromise of any securitymeasures adopted to prevent unauthorized use of your access device or thecorresponding PIN, you must immediately notify us of that fact and we will de -activate the card and the corresponding PIN. You must notify us by telephoning1-800-724-1552, or by writing to M&T Bank, P.O. Box 767, Buffalo, New York14240-0767, Attention: M&T Business Tele phone Banking Center. Please note

17 B

that any notice transmitted to us at any address other than the address indicated inthis section, including, but not limited to, any e-mail address or website, will notconstitute valid notice.

LIABILITY FOR UNAUTHORIZED USE1. General Rule. Except as otherwise provided in paragraphs 2 and 3 of this

section, you shall be fully responsible for any transactions made by use ofyour access device to the extent provided in this paragraph. You agree toimmediately reimburse us for any loss, claim or damage that we sustain as aresult of the use of any access device issued at your request. We shall haveno liability for any loss, claim or damage that you sustain as a result of theuse of your access device. This is true even if your access device is lost, stolenor obtained or retained by a person not authorized by you to use your accessdevice or to access your accounts with us, unless such unauthorized use oraccess occurs after you have asked us, pursuant to notice given in the mannerrequired in the section of this agreement entitled “Obligations With Respectto Access Devices and PINs,” to deactivate your access device and we havehad a reasonable time to act on your request.

2. Visa Zero Liability Policy. If your card is a Visa debit card, you will nothave to bear the loss of money taken from your Checking Account or yourSavings Account in any unauthorized transaction or series of relatedunauthorized transactions made using your access device if we are requiredto bear the loss for such transaction(s) under Visa’s Zero Liability Policy. Atransaction made with your access device by a co-owner of your business, aperson you have authorized to use your access device or someone who hasbeen authorized by such person to use your access device, or other personwho has an interest in, or authority to transact on, your Checking Account,your Savings Account or your Line of Credit Account (including anytransaction by any such person that exceeds the authority given by you) shallnot be considered an unauthorized transaction for purposes of Visa’s ZeroLiability Policy. Also, electronic fund transfers made to or from yourChecking Account, your Savings Account or your Line of Credit Accountusing your access device, in a transaction initiated through our VRU, or inany other transaction which is processed through a network other than theVisa or Plus network are not covered by Visa’s Zero Liability Policy, and aresubject to the rules on liability stated in paragraphs 1 or 3 of this section, asapplicable. Moreover, if we determine that an unauthorized transactionclaimed by you was the result of any fraud or gross negligence on your partor on the part of any of your employees, agents or representatives, or if youfail to report unauthorized transactions within 60 days after the date we send,deliver or otherwise make available to you your account statement on whichthe unauthorized transaction first appears, your liability for the loss resultingfrom such unauthorized transaction and any related unauthorized transactionswill not be limited by Visa’s Zero Liability Policy and you may have to bearas much as the full amount of the loss.

If you notify us that a transaction made using your access device wasunauthorized and we are unable to complete our investigation of your claimwithin 5 business days after we receive such notice, we will then provisionallyrecredit your Checking Account or your Savings Account for the amount ofthe transaction if the unauthorized transaction may be covered under Visa’sZero Liability Policy; provided, however, we may require your writtenconfirmation of the unauthorized transaction prior to providing you withprovisional credit. If, after the completion of our investigation of your claim,we have determined that Visa’s Zero Liability Policy does not apply to yourclaim, we may charge back to and withdraw from your Checking Account oryour Savings Account the amount of any provisional credit that we previouslyprovided to you. We may do this even if we have previously advised you thatwe have approved your claim. We shall not be liable to you if, as a result ofany such chargeback and withdrawal, we are unable or refuse to pay, becauseof insufficient available funds in your Checking Account or your SavingsAccount, any transactions on such account (such as a check or other debit)that you have authorized and that are presented to or are received by us forpayment. We may also withhold or delay provisional credit if we determinethat particular circumstances or your account history warrants our doing so.

3. Nine or Fewer Cards. In cases where we have issued 9 or fewer cards to youremployees who are authorized users of your access device, your liability forany unauthorized transaction by the use of your access device to access yourLine of Credit Account (other than a transaction in which credit is extendedpursuant to an overdraft financing agreement with us or with our affiliates thatpermits you to withdraw funds from your Checking Account in excess of thebalance available for withdrawal from such account) will not exceed $50.00.Also, you will have no liability for an unauthorized transaction of such kind ifthe transaction occurs after notification to us at the address or telephone numberindicated in the section of this agreement entitled “Obligations With Respectto Access Devices and PINs.” If we have issued 10 or more cards to youremployees, your liability for unauthorized transactions effected by use of youraccess device is as stated in paragraphs 1 and 2 of this section of the agreement,regardless of the nature of the transaction.

DOCUMENTATION1. Receipts. You can get a receipt for each completed EFT transaction made

using your access device at each electronic facility covered by this agreement(other than an EFT transaction made through use of our VRU or E-BankingServices), or, if your card is a Visa debit card, at any merchant or financialinstitution that honors Visa debit cards without the use of an electronicfacility. However, you might not receive a receipt if the transaction is $15 orless. In certain cases, receipts may be issued to you without prior verificationor without reflecting the entire transaction (for example, for a deposit youmake at an ATM or at a restaurant prior to addition of a tip). Such transactionsmay subsequently be verified. If there is a conflict between any receipt andour records concerning a transaction, our records will control.

2. Statements. You will receive a monthly statement for your Checking Accountand your Savings Account. We will not provide separate statements for eachof your cards, if more than one card has been issued at your request. Eachstatement for your Checking Account or your Savings Account will show alltransactions credited to or charged against the account during the period covered by the statement.

3. Review of Documentation. You agree to review your receipts and statementsas soon as you get them. If a receipt or monthly statement shows a transactionmade by using your access device that you believe to be unauthorized or inerror, you should notify us promptly by calling the M&T Business TelephoneBanking Center at the telephone number indicated in the section of thisagreement entitled “Obligations With Respect to Access Devices and PINs,”or by writing to us at the address indicated in the same section.

CUSTOMER REPRESENTATIONS AND WARRANTIES

You make the following representations and warranties:1. If you are not a sole proprietor, you are a legally organized and validly existing

business entity in good standing under the laws of your state of organization,and the execution, delivery and performance of this agreement have beenvalidly authorized by you pursuant to resolutions duly adopted or other actionsduly taken by you.

2. Each of your accounts to which your card now is or in the future may belinked will be used exclusively for business purposes and not for personal,family or household purposes.

3. Each transaction effected through use of your access device shall be for business purposes only and not for personal, family or household purposes.

4. All information furnished by you or on your behalf in connection with yourcard application and this agreement has been and will continue to be true andcomplete.

You agree that we can continue to rely on the representations and warranties statedabove until all of your cards now or hereafter issued pursuant to this agreementare returned to us or until this agreement is terminated. If any representationbecomes un true, you agree to tell us immediately.

CREDITING AND CHARGINGWe do not have to credit or charge any account in connection with any transactionmade using your access device until the end of our first banking day following ourbanking day on which the transaction is made. Also, we do not have to credit orcharge any account in connection with the trans action until we have verified thatany cash or check or other document that was to be inserted in the electronic facilityin connection with the transaction was inserted.

OBTAINING MORE MONEY THAN IS IN YOUR ACCOUNT

If any amount of money involved in any transaction made using your access deviceis to be withdrawn from your Checking Account or your Savings Account butexceeds the balance available for withdrawal from that account, you must, unlessthe account is your Checking Account and the excess either is lent under your Lineof Credit Account or is made available from another deposit account you have withus as part of an overdraft arrangement, immediately pay us the excess and anycharge we impose for making the excess available and not use or allow the use ofyour access device until we have been paid the excess and the charge. If we hirean attorney to collect any of the excess or any of the charge, you must pay us theattorney’s fee and all legal expenses we incur in connection with the collection.

FEESYou must pay each fee imposed by us or by our affiliates for any transaction madeusing your access device. For purposes of imposing fees for transactions: (1) adeposit combined with a withdrawal of part of the deposit to get cash back isconsidered to be a single transaction, (2) the fee for cashing a check will be chargedeither to your Checking Account or to your Savings Account, depending on whichaccount is selected at the time the check is cashed, and (3) the fee for a transferfrom an account linked to your card to another account will be charged to theaccount from which funds are transferred. All fees charged to you for the servicesprovided to you under this agreement shall be in accordance with our separate feeschedule for electronic banking services provided to our commercial customers.

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ERROR DETECTIONNotwithstanding any security procedure we may from time to time utilize fordetecting errors in trans actions covered by this agreement, you agree that we shallhave no responsibility to discover or report to you any such errors, and we shallnot be liable either for the failure to have such a security procedure, or, if we havesuch a security procedure, for the failure of such security procedure to detect sucherrors, regardless of the manner in which we apply such security procedure.

BUSINESS DAYSOur business days are Monday through Friday, excluding federal holidays.

LIMITATION OF LIABILITY1. In performing under this agreement, we shall not be liable for any damages

you may suffer or incur as a result of our failure to complete on time or in thecorrect amount any transaction initiated by you at an electronic facility covered by this agreement or on account of any other acts or omissions onour part except where we have failed to act in good faith. Without limitingthe foregoing, we shall not be liable for errors or delays with respect to anytransaction initiated by you at an electronic facility covered by this agreementin cases where (i) the transaction is for the purpose of making a withdrawalor transfer from your Checking Account or your Savings Account and,through no fault of ours, the amount of the withdrawal or transfer exceedsthe funds then available for withdrawal from the account and any accountlinked for the purpose of covering overdrafts, (ii) the transaction is for thepurpose of making a withdrawal or transfer from your Checking Account oryour Savings Account and money in the account is pledged as collateral fora loan, subject to an administrative hold, subject to a court order restrictingits removal from the account or is the subject of a dispute, (iii) the transactionis for the purpose of making a withdrawal from your Checking Account oryour Savings Account at an electronic facility, and the electronic facility isout of cash or is not dispensing in a single transaction as much cash as issought in the transaction, (iv) an occurrence beyond our control (such as afire or flood) prevents us from properly completing the transaction, (v) thetransaction is to take place at an electronic facility and we are prevented fromcompleting the transaction because the electronic facility is not workingproperly, (vi) we, in good faith, believe that the transaction is being conductedwithout your authorization (for example, because your card or any PINassigned to any authorized user of your card has been reported lost or stolen),(vii) our failure to complete the transaction properly is justified by anyprovision of this agreement or by any provision of any other agreementbetween you and us concerning your Checking Account, your SavingsAccount or your Line of Credit Account, or by applicable law, or (viii) theright to use your access device has been canceled.

2. In no event will we be liable for special, incidental or consequential damages.

TERMINATIONWe reserve the right, at any time, without prior notice to you, to terminate any orall of the services provided by us under this agreement. Also, at any time, for anyreason, without notifying you that we are going to do so, we may cancel the rightto use your access device or the right of any person or persons authorized to useyour access device to continue using it. A termination of any service we provideunder this agreement or the cancellation of your access device will take effectimmediately unless we decide to have it take effect later. When you learn of thecancellation of your access device, you must stop using it. If we cancel your card,you must cut your card in half and return it to us. A cancellation of your accessdevice will not affect any of your obligations under this agreement.

YOUR CARD IS OUR PROPERTYYour card is and will remain our property and must be returned to us if we requestyou do so. We or anyone acting for us can keep your card if it is used after the rightto use it has been canceled or after we have requested you to return it to us. Forexample, if after the right to use your card has been canceled, it is used at anyelectronic facility covered by this agreement, it might not be returned to you.

AMENDMENTWe may change the terms of this agreement by giving you written notice at least10 business days prior to the effective date of the change, provided, however, if thechange does not adversely affect you or is made for security purposes, we canimplement it without giving you prior notice, and, further provided, if the changeinvolves the imposition of a new fee or the increase of an existing fee for any servicewe provide in connection with the transactions covered by this agreement, we canimplement the change, without sending you a prior written notice, if we post anotice of the new fee or the increase in the existing fee at the branch office whereyour Checking Account or your Savings Account is maintained at least 10 businessdays prior to the date that the new fee or increase in the existing fee is scheduledto take effect.

NOTICES AND CHANGES OF ADDRESSAny notice we send you concerning this agreement or your access device will besent to your current mailing address shown in our records concerning thisagreement, or in the absence of any such address, to the most recent address shownin our records concerning your Checking Account or your Savings Account. Wecan send any notice to you by regular mail. If your mailing address changes, youmust promptly notify us of the new address in writing, in person or by telephone(if we agree to accept telephonic notification). You agree that we may, but are notrequired to, accept and rely upon any such telephonic notification of addresschange. Any other notice you give us concerning this agreement or your accessdevice must be in writing unless applicable law provides that it can be given orally.

CHANGESNo change in this agreement can be made except in a writing signed by us. To theextent required by applicable law, we will send or deliver a notice of the changeand its effective date to you.

NO NOTICE OR LOSS OF RIGHTSWe can exercise, give up, fail to exercise or delay exercising any of our rights withrespect to you or your access device without notifying you. By exercising, failingto exercise or delaying the exercise of any of the rights, we will not lose it or anyother of the rights. By giving up any of the rights on any occasion, we will not loseit or any other of the rights on any other occasion.

GIVING UP OF RIGHTSNone of the rights with respect to you or your access device can be given up by usexcept in a writing signed by us.

NO TRANSFER OF RIGHTSYou cannot transfer any of your rights under this agreement to anyone else. Anyattempted transfer will be void.

EVIDENCEYou agree that in any legal proceeding involving this agreement or your accessdevice or any transaction effected by use of your access device, any copy of thisagreement kept by us in the regular course of our business may be admitted intoevidence as an original of this agreement.

APPLICABLE LAW; CONFLICTSAny legal question concerning this agreement, your access device or anytransaction effected by use of your access device will be decided in accordancewith (1) the law of the state or other jurisdiction in which the account which isdebited in the transaction is domiciled; and (2) to the extent applicable, federal law.In the event of any conflict between the provisions of this agreement and anyapplicable law, the law will control and this agreement shall be deemed modifiedto the extent necessary to comply with such law.

CONTINUED EFFECTIVENESSIf any part of this agreement is determined by a court to be invalid, the remainingprovisions of the agreement will remain in effect.

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ENTIRE AGREEMENTExcept for any agreement between you and us concerning your Checking Account,your Savings Account, your Line of Credit Account or E-Banking Services, thisagreement constitutes the final and complete agreement between you and usconcerning your access device or the corresponding PIN and any transaction thatmay be effected by use thereof. In the event there shall be any inconsistencybetween the terms and provisions of this agreement and the terms and provisionsof any other agreement described in the preceding sentence in regard to your card,your access device associated with your card or the corresponding PIN or anytransaction effected by use thereof, the terms and provisions of the other agreementwill be controlling. Any statement concerning your card, your access deviceassociated with your card or the corresponding PIN or any transaction effected byuse thereof made by any of our employees or anyone else is not part of thisagreement.

REASONABLE TIME TO ACTA reasonable time for us to act on any notice, order or other communication willextend until at least the close of business on the business day following the businessday on which we received the notice, order or other communication in question.

ATM SAFETY INFORMATIONThe activity at our ATM facilities covered by the New York State ATM Safety Actand many of our other ATM facilities is recorded by a surveillance camera orcameras. The following safety precautions should be employed while using anATM facility: (1) If the ATM facility is located within the interior of a buildingand you use the ATM facility after regular banking hours, (a) close the entry doorcompletely upon entering or exiting and (b) do not permit any unknown person toenter; (2) before exiting an ATM facility, place any withdrawn cash securely uponyour person; (3) be aware of your surroundings when you use an ATM facility,particularly during the hours of darkness; (4) be accompanied by another personwhen using an ATM facility during the hours of darkness; (5) have your card readyas you approach the ATM and be careful so that no one can see you enter your PINat the ATM; (6) refrain from displaying cash, place cash in a pocket as soon as atransaction is completed and count cash in the safety of a locked enclosure suchas a car or home; (7) use another ATM facility or return at a later time if you noticeanything suspicious or if circumstances cause you to be apprehensive for yoursafety; (8) cancel a transaction, place your access device in a pocket and leave ifyou notice anything suspicious when you are using an ATM; and (9) immediatelyreport all crimes to the operator of the ATM and to local law enforcement officials.Complaints concerning security at our ATM facilities should be directed to ourSecurity Department at (716) 842-5410. If the ATM facility is located in New YorkState, you may call the New York State Department of Financial Services ATMsafety complaint line at (877) BANK-NYS. If the ATM facility is located in NewYork City, you may also notify the New York City Department of Consumer Affairsby dialing 311. If the ATM facility is located in New Jersey, you may also notifythe New Jersey Department of Banking at (609) 292-7272. If emergency assistanceis needed due to criminal activity or medical emergency, call 911 at the nearestavailable public telephone.

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INTRODUCTION

DEFINITIONSIn this Agreement:

1. “M&T,” “M&T Bank,” “the Bank,” “we,” “us,” “our” and “ours” meanManufacturers and Traders Trust Company, One M&T Plaza, Buffalo, New York 14203.

2. “Customer,” “you” and “your” mean the sole proprietor, corporation,partnership, business-purpose unincorporated association, estate, trust,governmental or other entity or not-for-profit organization on behalf of whichan Account with us is opened or maintained through any means (e.g., paperrequest, online, by account renewal, through a merger or acquisition, etc.).

3. The “Account” means each deposit Account opened or maintained for you atM&T for business use and not for personal, family or household purposes.

4. “Business Day” means a day on which M&T is open for business, Mondaythrough Friday, excluding federal holidays.

5. “Item” means all money, checks, drafts, bills of exchange, acceptances, notesand other written promises or orders for payment.

6. “Debit Item” means any Item, electronic funds transfer entry or othertransmission or document by which a withdrawal, transfer or other transactioncan be made or can be attempted to be made from your Account by any means(e.g., by check, in-person withdrawal, ATM withdrawal or other electronicmeans).

7. “Negative Available Balance Fee” refers to interest accrued each day by anoutstanding negative Available Balance in an Account.

8. “Term” applies only to time deposits and means: a. The period beginning on the date of the opening deposit and ending on

the first maturity date of the Account; or b. The period beginning on any maturity date of an automatically renewable

Account and ending on the next maturity date. 9. “Debit card” as used herein refers to your Visa debit card or ATM card, and

the access device associated with that card.

Additional definitions appear in the specific features and terms for respectiveAccount types disclosed elsewhere, as amended from time to time.

GOVERNING DOCUMENTS The governing documents for each Account include this Agreement, the DepositAccount Opening Request or signature card for the Account, the applicableAvailability Disclosure, the Notice Regarding Overdrafts (Business CheckingAccounts), M&T’s fees schedules, and the features and terms for the Account.These documents, as amended and supplemented from time to time, together withany other agreements and terms relating to the Account or use of the Account (asamended and supplemented from time to time), including the Electronic BankingAgreement for Businesses, treasury management services (such as Internetbanking, automated clearing house (“ACH”), funds transfer, zero balance account)and other agreements with M&T, constitute the complete agreement concerningeach Account (collectively, the “Agreement”). Oral statements by an M&Temployee or any other party are not part of this Agreement.

KINDS OF COMMERCIAL ACCOUNTS This Agreement contains provisions concerning non-consumer (non-personal):

1. Checking Accounts;2. NOW Accounts, which are interest-bearing Accounts for which profit-making

entities are not eligible;3. Savings Accounts (including money market accounts); and4. Time Deposit Accounts.

GENERAL TERMS AND CONDITIONS FOR

COMMERCIAL DEPOSIT ACCOUNTS

GENERAL USE OF ACCOUNTSThe Customer agrees that it will use its Accounts in compliance with all applicablelaws and for legal and legitimate purposes only. Without limiting the foregoing,Customer acknowledges that it is prohibited from using its Accounts (or any otheraccount with M&T or its affiliates) to process restricted transactions (as definedin the Unlawful Internet Gambling Enforcement Act) or in any other way thatviolates that act or its regulations as may be amended at any time.

DEPOSITS Any deposit can be made in person at any M&T banking office. After the firstdeposit, deposits can be made:

1. By mail;2. By internal funds transfer, from certain M&T checking, NOW or statement

savings Accounts, trust or investment accounts, or M&T Securities, Inc.accounts; by transfer of interest from a time deposit; and by disbursement ofcommercial loan proceeds;

3. By funds transfer from other banks through payment systems and clearinghouses for which proper arrangements have been made;

4. If the Customer has either an M&T ATM Card, M&T ATM Card forBusiness, M&T Debit Card or M&T Business Debit Card tied to the Account,at any ATM which honors the card; or

5. By any other means permitted by M&T, subject to such terms and conditionsas M&T, in its sole discretion, from time to time, may determine to beappropriate.

M&T may receive, collect and deposit in the Account all Items drawn, payable orendorsed to bearer or to or to the order of the Customer or otherwise tendered fordeposit to the credit of the Customer. All such Items shall be deemed to have beenunqualifiedly endorsed by the Customer.

M&T shall not be responsible for verifying the authenticity of or assuring theproper disposition of the proceeds of any Item, including, but not limited to, anyItem drawn, payable or endorsed to cash, to bearer, to or to the order of any personsigning, drawing, accepting or endorsing the Item or to or to the order of anyofficer, employee or other agent of the Customer and any Item tendered for depositto the credit of, or in payment of any obligation of, any such person, officer,employee or other agent.

In processing incoming wire transfers and ACH payments received for depositto a Customer’s Account, M&T relies on account number information contained inthe transmitted wire transfer or ACH payment instructions it receives, withoutreference to names. Accordingly, if M&T receives a wire transfer or ACH paymentwith crediting instructions that do not contain the complete and correct Accountnumber of a Customer who is the intended beneficiary (i.e., payee) of such wiretransfer or ACH payment, the funds received by M&T will not be processed fordeposit to the Account of such Customer, notwithstanding that the Customer maybe designated by name in the wire transfer or ACH payment instructions as theintended beneficiary of the funds transfer.

Lockbox, Internet banking, night deposit, zero balance accounts, ACH, sweeps andother special services require separate agreements with M&T.

COMMERCIAL DEPOSIT ACCOUNT AGREEMENT

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MISSING ENDORSEMENTS Checks or other Items payable to the order of the Customer may – but need not – beaccepted for deposit without endorsement on behalf of the Customer. M&T mayendorse the Item on behalf of the Customer, but has no obligation to do so.

LIMITATIONS ON DEPOSITS M&T may for any reason refuse, return or limit the amount of any deposit. M&Tmay require that deposits equal at least a specified minimum amount. Note thatunless the Account has an “add-on” feature, funds cannot be added to a time depositexcept at maturity or during a grace period.

INITIAL DEPOSIT AMOUNTS AND ERROR CORRECTION

When we accept checks, image replacement documents or other negotiableinstruments for deposit, we may provisionally credit your Account for the amountinitially indicated (e.g., the amount shown on your deposit slip, an ATM screen,receipt, etc.) and later verify the accuracy of that amount, though we reserve theright not to do so in every case. You must ensure that the amounts initially indicatedare correct, even if you did not prepare the deposit, and notify us of anydiscrepancies. If later we determine that the amounts initially indicated for thedeposit are incorrect, we may adjust (debit or credit) your Account. We may makethe adjustment without prior notice to you, and the amount of your deposit(including any adjustment) will appear on your Account statement. However, ifthe error in the initially indicated amount appears to have been inadvertent, is ofan undetermined cause, and is less than our threshold adjustment amount of $10.00,we reserve the right not to verify the deposit, but if we do not do so, we will giveyou the benefit of such discrepancy. This means that if we do not verify such adiscrepancy, you will receive the benefit of the higher of the initially indicatedamount or the aggregate amount of such checks, image replacement documentsand other negotiable instruments deposited by you.

COLLECTION AND CASHING OF CHECKS AND OTHER ITEMS

With respect to any Item that M&T cashes for a Customer or that is deposited intothe Account or for which we give you credit or payment, the Customer warrantsto M&T that the signatures of the purported drawer and any endorser thereon arenot forged or otherwise unauthorized and that the Item is not a counterfeit. Withrespect to any such Item that is a remotely created Item, the Customer warrants toM&T that the person or entity on whose account such Item is drawn authorizedthe issuance of such Item in the amount stated thereon and in accordance with suchother terms as are stated thereon.

M&T may process Items, entries representing electronic funds transfers and otherpayments received for credit to the Account through processing entities such asclearinghouses, Federal Reserve Banks, associations and other entities (each a“Processing Entity,” and collectively, “Processing Entities”) subject to the rules,regulations, operating circulars, agreements and procedures of such ProcessingEntities (collectively “Processing Rules”). In addition to other circumstances inwhich M&T may charge the Account due to the return of an Item, entry or otherpayment, if M&T has cashed an Item for the Customer or credited the Account foran Item, entry or other payment and the applicable Processing Rules allow suchto be returned to M&T, the Customer agrees that M&T may charge the Accountfor the amount of the returned Item, entry or other payment.

M&T will charge the Account for any out-of-pocket expenses and charges M&Tincurs in collecting funds and cashing Items as well as for returned Items, entriesor other payments and in connection with any claim against M&T at any time withrespect to a cashed or deposited Item forwarded by M&T for collection or payment.The Customer agrees to reimburse M&T immediately for uncollected and returnedItems for which the Customer has received payment from M&T on the basis ofprovisional credit to M&T’s account at the applicable Federal Reserve Bank orotherwise. M&T also has the right to reverse any erroneous debit or credit to theAccount.

CREDITING OF DEPOSITSGenerally, deposits will be credited to the Account on either the same BusinessDay or the next Business Day, depending on when and where the deposit is made.As a general rule, money deposited in your Account will be credited to yourAccount our next Business Day if the deposit is made on a Saturday, Sunday orfederal holiday, or on any other day if the deposit is made after our business daycutoff time. Our business day cutoff time may vary by location, but is no earlierthan 2 p.m. for deposits made to a branch employee and no earlier than noon fordeposits made at a proprietary automated teller machine. Please ask for specificsat your branch.

Funds deposited in an Account cannot be withdrawn before they are credited tothe Account and available for withdrawal. To determine when funds from a specificdeposit will become available please refer to M&T’s Availability Disclosureapplicable to your Account. In addition, funds received for deposit into the Accountby means of an international ACH transaction (IAT) (as defined in the NACHA

rules) may not be made available until certain monitoring and review proceduresare completed and this may mean that such funds are not made available as quicklyas other ACH transactions.

Deposits to time deposit Accounts begin to earn interest when they are creditedto the Account. Deposits to other interest-bearing Accounts do not begin to earninterest until they are credited to the Account and would be made available underthe applicable funds availability schedule for the Account (disregarding specialrules for making part of a day’s check deposits available the next business day, fornew accounts, and for exceptions in which availability may be delayed).

All Items received for deposit to the Account that are drawn on an accountmaintained at a bank outside of a Federal Reserve District are accepted by us onlyon a collection basis. This means that the Account will not be credited for theamount of any such Item and no funds from such Item shall be made available forwithdrawal until we have actually collected the amount of the Item from the bankon which it is drawn. We may properly forward any such Item to the bank on whichit is drawn by first class mail or, if agreed to by us, by any other means requestedby the Customer or the bank on which such Item is drawn. We shall have noliability for any delays in the collection of any such Item and, if the Item forwardedfor collection is drawn on a foreign currency, the Customer assumes all risk of lossassociated with any fluctuation in foreign currency exchange rates that occurs inthe process of collection.

WITHDRAWALS Withdrawals from your Account can be made in any way we authorize. Forexample, depending on the kind of Account, withdrawals may be able to be made:

1. By a check written on your Account; 2. In person at our banking office where your Account is open or, as a general

rule, at any of our other banking offices, by presenting a properly completedand signed withdrawal form for your Account and, if we issue a passbook foryour Account, the passbook;

3. By automatic transfer of money to any other deposit account with us, to anyloan account with us or to any organization with which proper arrangementsfor the transfer exist when the withdrawal is to be made; or

4. At any electronic facility that for the purpose of the withdrawal honors a cardtied to your Account.

As a general rule, subject to such exceptions as M&T, in its sole discretion, maypermit, principal can be withdrawn from a time deposit only at maturity or duringa grace period. Withdrawals will be charged to the Account in any order at the solediscretion of M&T. We will disclose to you the order we use. We may change thisorder at any time and will notify you of changes.

INFORMATION ABOUT TRANSACTIONS MADE WITH YOUR DEBIT CARD AND

AUTHORIZATION HOLDSYou authorize us to deduct the total amount of any transaction made using yourdebit card (plus related fees) from your Account any time after you make thetransaction. In addition to ATM transactions, you may initiate transactions withyour Visa debit card in several ways, including through networks that may or maynot require the use of a PIN.

Transactions made at ATMs or using your PIN are usually, but not always, fullyprocessed and deducted from your Account on the business day that you make thetransaction. Transactions authorized without the use of a PIN, such as transactionsprocessed through the Visa network, usually involve two steps to complete: first,a merchant’s authorization request and then a subsequent settlement (i.e., payment)of the transaction. Due to this two-step process, it may take longer for such atransaction to be sent to us for final settlement than it takes to complete transactionsmade using your PIN. Despite the two-step process, we are authorized to promptlyreduce your Account’s available balance for the authorized amount of suchtransactions processed through the Visa network as described in the followingsections.

When you make a transaction using a debit card, the merchant may requestauthorization for the transaction. Generally, if we authorize or approve thetransaction, we will temporarily reduce the amount of your available balance basedon network rules and the information specified in the merchant’s request forauthorization. We refer to this reduction in account balance as an “AuthorizationHold.” The amount of the actual Debit Item we later receive from the merchant forsettlement (i.e., payment) may be more or less than the amount of the AuthorizationHold specified in the original authorization request. We are entitled to rely uponthe information contained in the merchant’s authorization request and shall haveno liability for doing so, despite any difference between the amount of theAuthorization Hold and the actual amount of the Debit Item.

Although we generally place an Authorization Hold as described above, incertain circumstances we may elect not to do so. For example, if it appears to usthat a merchant may have made an error (e.g., requesting authorization for the sametransaction twice) we may not place an Authorization Hold because we suspect,although we cannot know for certain, that the amount of the authorization requestor requests may differ from the amount of the actual Debit Item and we do notwant to hold too large an amount. Although we try to avoid holding too large an

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amount, there may still be instances in which the Debit Item is never sent forsettlement or the amount of the Debit Item settled is less than the amount we held.Our objective is to reduce the situations in which an Authorization Hold exceedsthe amount of the actual Debit Item; however, due to the way debit card transactionsare processed, we cannot completely eliminate the possibility that such situationsmay arise.

In accordance with network rules, which may change from time to time, wegenerally retain each Authorization Hold during the day for up to 3 business days.However, we remove the Authorization Hold each night while we process DebitItems, fees and other transactions that are to be paid from your Account. This allowsany available funds that were subject to the Authorization Hold to be used to payany Debit Item, fee or other payment from your Account. If the Debit Item thatgave rise to the Authorization Hold is not submitted for payment during that night’sprocessing, we reapply the Authorization Hold after we have finished processingthe other debits from your Account. As a result, your available balance throughoutthe next day will again be reduced to reflect that the pending debit card transactionis still outstanding. If the pending debit card transaction that gave rise to theAuthorization Hold is not submitted for payment by the end of the third businessday, the Authorization Hold expires and is not reapplied. Even though theAuthorization Hold has expired, we will pay that transaction from your Accountif it is later sent to us for payment.

While it is in effect, an Authorization Hold reduces the available balance in yourAccount. However, it does not reserve funds to be used exclusively to pay theparticular debit card transaction when the merchant actually sends it for settlement.In some cases, funds that were subject to an Authorization Hold may be used to payother Debit Items or fees. In addition, in certain cases, an Authorization Hold mayexceed the amount of available funds in your Account (i.e., we may authorize thetransaction when you do not have sufficient available funds in your Account). In thiscase, the Authorization Hold will reduce your available balance to a negative amountor increase an already negative balance to a larger negative amount. Note, however,we do not charge a fee for an Authorization Hold that reduces your balance to anegative amount or further reduces a negative balance. Insufficient funds or overdraftfees are assessed only when transactions are actually submitted for settlement.

We generally determine whether to approve or authorize transactions from yourAccount based on the available funds in your Account (plus any funds availableunder an overdraft arrangement). While funds in your Account are subject to anAuthorization Hold, those funds are not available to approve or authorize otherDebit Items. For example, we will not consider funds subject to an AuthorizationHold as available when considering whether to allow you to initiate additionaltransactions of which we are aware, such as transfers and bill payments madethrough our online systems, M&T’s Telephone Banking Center, or your ATM ordebit card or withdrawals at a branch. However, as noted above, these funds willbe made available to pay Debit Items, fees and other transactions that are processedfor payment from your Account at the end of each business day.

AUTHORIZED SIGNATURES AND IDENTIFICATION

M&T is hereby designated a depository of the Customer. The Authorized Signers foreach Account will be those specified on the signature card, Deposit Account OpeningRequest form, or other applicable document we accept. If the Customer is acorporation, signers must be authorized by resolutions duly adopted by the Customer’sBoard of Directors (or by by-law or similar authority) and certified by the corporatesecretary.

Partnerships, limited partnerships, limited liability companies, trusts, estatesand other entities must provide copies of their governing instruments and otherdocuments as M&T may require. Assumed name certificates must be presented bysole proprietors, general partnerships, and corporations where applicable. Specimensignatures will be required and other documents may be necessary as well.

M&T may purchase, give credit for, cash, accept, certify and pay from fundson deposit in the Account, without inquiry, all Items signed, drawn, accepted orendorsed on behalf of the Customer, whether under a title, the words “AuthorizedSignature” or otherwise, with the purported actual or facsimile signature or other markagreed upon with M&T or used by you (collectively “signatures”) of any of theauthorized signers designated by the Customer on a signature card, Deposit AccountOpening Request or other document delivered to and accepted by M&T (each an“Authorized Signer”), regardless of the circumstances under which the signatureshall have become affixed, if it resembles any actual or facsimile signaturepreviously certified to M&T. The Customer shall indemnify M&T against allclaims, damages, losses, liabilities, costs and expenses (including, but not limitedto, attorneys’ fees and disbursements) incurred by M&T in connection withhonoring any purported signature of any Authorized Signer or any refusal to honorthe signature of any person who is not an Authorized Signer. M&T can rely onsuch authorization until it is revoked and until M&T has received and has had areasonable time to act on a written notice of the revocation.

Presentation of Account-opening documents on behalf of the Customerconstitutes a representation and warranty that the Customer has full power, authorityand capacity to enter into this Agreement and that doing so is pursuant to theCustomer’s legitimate purposes. For the Customer’s protection, M&T may (but is

not obligated to) require proof of identity and authority satisfactory to M&T fromany person requesting a withdrawal from the Account, and may (but is not obligatedto) require proof satisfactory to M&T of the authenticity of any signature on anycheck written on the Account or any withdrawal form or payment order.

Any Authorized Signer may act on behalf of the Customer and do all such actsand other things as he or she shall deem proper in connection with any Account,including, but not limited to, issuing or cancelling any stop payment order withrespect to any Debit Item and executing and delivering any indemnity or otheragreement with respect to any Account, Debit Item or stop payment order or otherservice as may be required by M&T.

Any Authorized Signer (or general partner if the Customer is a partnership)may on behalf of the Customer transact with and through M&T all such businesspertaining to the Customer’s Account as he or she deems advisable upon such termsas he or she deems proper, including, but not limited to, contracting with M&T forelectronic funds transfer, automated clearing house payment, treasury managementand other services, and, in connection with any such transaction of business, do allsuch acts or other things as he or she shall deem proper, including, but not limitedto, signing, drawing, accepting, executing and delivering Items, Debit Items,guaranties, assignments, pledges, hypothecations, receipts, waivers, releases andother instruments, agreements and documents, making and receiving delivery ofProperty, accepting, receiving, withdrawing and waiving demands and notices,and incurring and paying liabilities, costs and expenses.

In the event an Authorized Signer acting on behalf of the Customer shall applyto or contract with M&T for any electronic funds transfer service that M&T maymake available to the Customer, including, but not limited to, any service thatcontemplates M&T’s execution of payment orders initiated by the Customer forthe wire or ACH transfer of funds to or from an Account of the Customer, suchAuthorized Signer shall be empowered on behalf of the Customer to designate oneor more persons (who may, but need not be, Authorized Signers), each of whom,acting alone, shall be authorized on behalf of the Customer to transmit paymentorders to M&T for the transfer of funds to or from the Customer’s Account, andM&T shall be entitled to treat each such payment order transmitted by any suchdesignated individual as the Customer’s authorized payment order.

Each person identified as an Authorized Signer, and each person or personsdesignated by an Authorized Signer to act on behalf of the Customer (who may,but need not be, Authorized Signers), shall have the power and authority to transactbusiness and bind the Customer through electronic medium (e.g., the Internet) andM&T may rely on any of the following to the same extent as the actual signatureand proof of identity of each such person to bind the Customer: any electronicsignature or digital signature, under applicable law, of such person; any identifierissued by M&T, its affiliates or any other party (e.g., Personal IdentificationNumber associated with an ATM card or other card or any access device) to suchperson; or any other criteria that M&T may reasonably rely on which may serve asan indicator of authentication for such person.

M&T may rely upon any oral (including, but not limited to, telephonic), written(including, but not limited to, telegraphed, telexed, e-mailed or otherwise transmittedelectronically or telephonically) or other request that M&T in good faith believes tobe valid and to have been made by or on behalf of the Customer by an AuthorizedSigner, unless the Customer has delivered specific instructions to the contrary toM&T and M&T has had a reasonable time to react to such instructions.

All actions taken by M&T with respect to any of the Customer’s Accounts,obligations to M&T arising therefrom, any Debit Item or Item drawn on ordeposited to any Account and all transactions and agreements pertaining to theAccount, or to services provided by M&T in connection therewith, are herebyratified, approved and confirmed in all respects.

The Customer will indemnify and hold harmless M&T and its directors, officers,agents and employees against any costs, claims, liabilities, losses, damages andexpenses whatsoever, including attorneys’ fees and disbursements, incurred inconnection with M&T’s execution of the Customer’s instructions purportedlyconveyed by an Authorized Signer except with respect to gross negligence or willfulmisconduct of M&T.

TELEPHONE INSTRUCTIONS Without limiting any other provisions hereof, unless the Customer expressly directsotherwise in writing, M&T at its option may accept telephone instructions itreasonably believes to have been delivered by any Authorized Signer for theCustomer for any purpose, including but not limited to: (a) to pay or stop paymenton any Item, subject to M&T’s stop payment rules, (b) to disclose informationconcerning the Account, or (c) to make transfers to or from or among theCustomer’s M&T accounts, to make loan payments, to invest in time deposits orother vehicles for the Customer’s account through M&T or its affiliates or cooperatingvendors, or to or for the Customer’s account at other financial institutions or at brokersor securities firms. M&T will use ordinary care in executing such instructions and shallhave no duty of extraordinary care, including by way of example and not limitation,no duty of notice to the Customer other than its usual statements. M&T may but shallhave no duty to require written confirmation or other security measures with respectto telephone instructions.

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If the Customer elects to deliver telephone instructions without M&T’s standardcommercial funds transfer agreement and security procedures, the Customer therebywaives its protection and stipulates that any security procedures used constitutecommercially reasonable security procedures. THE CUSTOMER IS HEREBY NOTIFIED THAT UNDER ARTICLE 4A OF THE UNIFORMCOMMERCIAL CODE, BANKS EXECUTING FUNDS TRANSFERS ARE ENTITLED TO RELY ON ACCOUNT NUMBERS AND BANKNUMBERS WITHOUT REFERENCE TO ACCOUNT TITLES AND BANKNAMES and banks have no duty to discover discrepancies. M&T will not beresponsible if the Customer’s error in funds transfer instructions results in a loss.

PREAUTHORIZED AND AUTOMATIC TRANSFERS

M&T provides several services by means of which the Customer can authorizerepetitive automatic and quasi-automatic funds transfers to or from the Customer’sAccount at M&T, among other things:

1. To or from another account of the Customer;2. To any M&T loan account; or3. To or from the account of an individual or another entity (such as an employee

of Customer, a taxing authority, payroll service or insurance company); provided that the Customer has executed and delivered any agreements M&T mayrequire, for example, M&T’s form of funds transfer agreement and recurringpayments templates, or M&T’s Automated Clearing House (“ACH”) paymentsagreement, and entered into any other appropriate agreements with other parties(such as ACH authorizations).

ACH credits and debits will be recorded on the Customer’s regular periodicstatement, rather than by special confirmations.

For further information, the Customer should contact M&T TreasuryManagement representatives.

ACH PAYMENTS PROVISIONAL Preauthorized electronic funds transfers sent or received through the ACH systemare subject to the Rules of the National Automated Clearing House Association(the “ACH Rules”) as well as applicable state and federal laws. Because ACH filesare prepared for transmission in batches in advance, each ACH payment isprovisional until each financial institution involved in executing the transactionhas received final payment for the ACH payment. If in fact on the actual paymentdate the Customer’s Account lacks sufficient available funds to cover an ACH debitauthorized by the Customer, the ACH transaction may be reversed. In such a case,the Customer’s debt to its creditor would remain unpaid. M&T would not beresponsible for late charges or other penalties that might result.

Payment is also provisional if the Customer is the receiver of an ACH creditfrom a debtor’s account at another bank. If on the actual payment date the debtor’sdeposit account lacks sufficient funds, the banks will reverse the credits postedearlier in the day. The debt would remain due and payable but the Customer wouldhave to collect it directly from the debtor, not through M&T.

NOTICE OF CHANGES The Customer will notify M&T promptly of any change in its existence, ownership,organizational structure, Authorized Signers or address; and if the Customer shoulddissolve or cease to exist or be active, or if the authority of any Authorized Signer shouldbe terminated by succession of office or otherwise, M&T may rely upon and act inaccordance with the preceding authorization until it shall have received and had areasonable time to act on written notice to the contrary from an authorizedrepresentative of the Customer.

INDEMNITY OF BANK AS ESCROWEE Other parties to contractual escrows and similar agreements naming M&T as escrowagent for the Account hereby appoint M&T as escrow agent and agree to hold harmlessand indemnify M&T and each of its officers, directors, employees and other agentsagainst any and all damages, liabilities, losses, claims, costs and expenses includingactual attorneys’ fees and disbursements incurred in any action M&T takes or does nottake in reliance on this appointment.

FIDUCIARIES If the Authorized Signer is acting as trustee or executor for a Customer which is atrust or estate or in a similar fiduciary capacity, the Authorized Signer certifies, byopening the Account, that no provision of this Agreement will violate any law, anyprovision of the instrument governing the Customer, or any agreement by which theCustomer or any of its assets is bound; and that he or she is authorized by statute orthe governing instrument of the Customer to authorize on the Customer’s behalf allactions contemplated by this Agreement, unless the Customer and M&T haveentered into a written agreement which expressly provides otherwise.

CUSTOMER SECURITY The Customer acknowledges that it has sole control of the checkbooks, electronicbanking cards (if any), printed checks, access devices, security codes, etc. issuedfor its use for the Account and that the Customer is responsible for maintaining

commercially reasonable security devices and controls to prevent forgery and otherissuance of unauthorized Items, Debit Items, payment orders and other transactionsagainst its Accounts with M&T. The Customer agrees to notify M&T promptly ifthe Customer knows or has reason to suspect unauthorized Items, Debit Items,payment orders, or other transactions have been issued against an Account.

NOTICE OF SUSPECTED ERRORS In order to claim reimbursement from M&T for an error, omission or unauthorizedtransaction relating to an Item or Debit Item with respect to the Customer’s Account(collectively referred to as “Error”), the Customer must notify M&T in writing ofthe Error.

If the Customer suspects that the Error relates to an Item bearing a forgedendorsement, M&T must receive written notice within 90 days after M&T sendsor otherwise delivers the relevant account statement or advice on which theCustomer discovered, or should have discovered, the Error. In the case of all otherErrors, whether relating to an Item or Debit Item, M&T must receive written noticewithin 14 days after M&T sends or otherwise delivers the relevant accountstatement or advice on which the Customer discovered, or should have discovered,the Error. For purposes of this section, we will be deemed to have delivered astatement or advice as provided in the section of this agreement entitledSTATEMENTS, NOTICES, ADVICES AND CHANGES OF ADDRESS or, ifyou have a type of account for which we do not make statements available, we shallbe deemed to have delivered a statement or advice on the date that we notify youin any way of the activity in your Account relating to the disputed matter or youotherwise become aware of the disputed matter.

M&T shall not be liable for any consequential, incidental, indirect, or punitivedamages relating to any Error. In the event of an Error, M&T’s sole obligation shallbe to pay or refund to the Customer the amount of the Item or Debit Item.

If the Customer provides timely written notice to M&T of an Error, M&T willinvestigate the Customer’s claim. The Customer agrees that M&T will have areasonable amount of time to investigate the claim and further agrees that areasonable period of time shall be at least sixty (60) days, but may be longer,depending on the circumstances. The Customer agrees that M&T has no obligationto reimburse the Customer for the amount of the Error unless, until and to the extentthat M&T either: (1) recovers the amount of the Error from another party; or (2)determines the Customer’s claim to be valid.

If the Customer fails to provide timely written notice to M&T of an Error, M&Tshall have no obligation to reimburse the Customer for, or have any liability withrespect to, any loss related to such Error.

If the Customer fails to provide timely written notice to M&T of an Error relatingto an Item that was altered or bears an unauthorized signature or forgedendorsement or any type of unauthorized or altered Debit Item, M&T will haveno obligation to reimburse the Customer for losses involving subsequent Itemsbearing alterations, unauthorized signatures or forged endorsements by the sameperson(s) or Debit Items initiated or altered by the same person(s).

Notwithstanding any other provision hereof, the Customer agrees that if itrecovers any amount attributable to an Error from any other party or parties, it shallimmediately notify M&T and (i) any obligation M&T may have to reimburse theCustomer for such Error shall be reduced by the amount that the Customerrecovered from such third party or parties or (ii) if M&T has already reimbursedthe Customer, the Customer will repay the amount recovered from such third partyor parties to M&T.

M&T shall be subrogated to any claims or rights of the Customer as against anyperson with respect to any amounts paid by M&T in connection with any Error.The Customer agrees to provide M&T with its full cooperation in connection withM&T’s assertion of any such claims or rights.

Any action brought by the Customer against M&T regarding an Error, whetherdirectly or as a cross claim or defense, must be commenced within one year afterM&T mailed or otherwise delivered the relevant statement or advice, even if noticehas been provided to M&T as required in this provision.

Notwithstanding any other provision hereof, in the event that M&T refunds orotherwise reimburses the Customer for any Error, M&T shall have the right toreverse such refund or otherwise recover such sums from the Customer in the eventthat M&T determines the Customer is not entitled to such amount.

STANDARD OF CARE M&T strongly recommends that the Customer use M&T’s positive pay and otherservices designed to help identify and/or prevent unauthorized access andtransactions with respect to accounts. If the Customer does not use M&T’s positivepay or other services, M&T will not be liable for any losses that may have beenavoided by using such services.

The Customer acknowledges that modern check processing is automated andagrees that M&T’s duty of ordinary care in check processing shall have beensatisfied if M&T has regular routine procedures for identifying unauthorized checktransactions (which may, but need not, include procedures for verifying checksignatures) and M&T follows those procedures. The Customer agrees that M&Twill not have failed to exercise ordinary care in paying a check drawn on theCustomer’s Account solely because M&T’s procedures do not provide for a sight-

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review of checks drawn on M&T deposit customers’ accounts, or provide for sucha sight-review in the case of checks above an established threshold amount or ona sample basis. The Customer further recognizes that automated check processingprocedures rely primarily on information encoded onto each check in magneticink and agrees that, in paying any check drawn on the Customer’s Account, M&Tmay properly disregard all information on the check (including any legend orlanguage written on the check that restricts or imposes conditions on its payment)other than the identity of the drawee bank, the amount of the check and any otherinformation encoded onto the check in magnetic ink according to generallyaccepted banking standards, whether or not that information is consistent withother information included on the check.

The Customer acknowledges that M&T cannot accept responsibility forverifying multiple signatures or other nonstandard requirements which would entailmanual processing of the Customer’s checks. Accordingly, the Customer agreesthat if more than one person has been designated as an Authorized Signer on theAccount, any check drawn on such Account that bears the signature of any oneAuthorized Signer shall be the authorized check of the Customer, notwithstandinganything in writing to the contrary that may be stated on the face of the check, oron the Deposit Account Opening Request or signature card for the Account or inany other document provided to M&T by the Customer, and the Customeracknowledges that no officer, employee, representative or other agent of M&T hasthe authority on behalf of M&T to vary the terms herein provided.

M&T may properly refuse to pay any Item drawn on the Account that ispresented to M&T for payment, if, at the time of presentment, M&T performs areview of the Item and is unable to read or distinguish any information containedon the Item necessary to determine the amount for which the Item is written orwhether the Item is the authorized Item of the Customer, or if M&T, in its solejudgment, has reason to doubt the Item’s authenticity. The Customer agrees thatM&T’s return without payment of any such Item shall not constitute a wrongfuldishonor of the Item by M&T and that M&T shall have no liability to the Customeron account thereof.

CHARGING OF WITHDRAWALS Generally, withdrawals will be charged against the Account on either the sameBusiness Day or the next Business Day, depending on when and where thewithdrawal is made. As a general rule, money withdrawn from your Account willbe charged against your Account our next Business Day if the withdrawal is madeon a Saturday, Sunday or federal holiday, or on any other day if the withdrawal ismade after our business day cutoff time. Funds withdrawn from time deposits willcease to earn interest immediately. Funds withdrawn from other interest bearingAccounts may continue to earn interest until the withdrawal is charged against theAccount.

ORDER IN WHICH WE POST AND PAY DEBIT ITEMS FOR CHECKING, NOW, SAVINGS

(OTHER THAN PASSBOOK SAVINGS), AND MONEY MARKET ACCOUNTS

What is “Posting”?When we speak of posting transactions, we are referring to the process of recordingagainst your Account transactions received for payment from or credit to yourAccount. This is different from temporary holds that may be placed on yourAccount for certain pending transactions that have not yet been submitted for actualpayment. For example, as soon as we are made aware that a transaction may bemade to your Account, we may place a hold on your Account or a place a temporarycredit on your Account in the case of a deposit. As a result, you may see atemporary hold or credit on your Account that has not yet been posted. Thesepending debits and credits may be actually posted to your Account on that businessday or on a future date depending on the nature of the transaction.

Overview of Posting OrderThe order in which transactions are posted and paid from your Account is importantif there is not enough money in your Account to pay all of the transactions that arereceived for payment. The order can affect the number of transactions that overdrawyour Account or that are returned unpaid and the amount of fees you may have topay. To help you manage your Account, we are providing you with informationdescribing how we process transactions in your Account.

Transactions can be posted to your Account in two different ways – in “realtime” or in “batch” at the end of the day. Transactions such as transfers madethrough M&T Online Banking for Business, certain telephone transfers madethrough one of our Telephone Banking Service Representatives, and certain reversaltransactions (e.g., certain reversals of a prior credit or debit posted to your Account)are posted to your Account in real time during the business day as they are made.Other transactions are posted to your Account in batch at the end of each businessday. The order we use for posting these transactions in batch each night is describedin the following section.

Posting in Batch at the End of the Business DayWe begin the batch posting of transactions to your Account by posting credits(other than interest, which is credited at the end of batch) to your Account andreversals and adjustments for transactions from prior business days that have notalready posted in real time. Next, we post Debit Items received for payment fromyour Account on a given business day. We post these Debit Items in a particularorder within groups based on the type of Debit Item. Within each group, we applya unique methodology based on the type of Debit Item. For instance, debit cardtransactions will post based on when our records indicate the transaction was made,but checks will post based on the check number, if available. When we do not havea record of when a transaction happened or we don’t have a check serial number,we post those Debit Items by dollar amount in ascending order (that is, lowestdollar amount items first) within the group noted for that type of Debit Item. Thechart below details the types of transactions in each group and the order used forthe Debit Items within each group.

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POSTING ORDER FOR TIME DEPOSIT AND PASSBOOK ACCOUNTS

After posting credits to your Account and reversals and adjustments for transactionsfrom prior days, we post (that is, process for payment and record against yourAccount) Debit Items received for payment from your Account on a given businessday. We post these Debit Items based on dollar amount in low to high dollar order(that is, in ascending dollar amount from the smallest to the largest).

OVERDRAFTSUnless pursuant to an overdraft financing agreement or other overdraft arrangementwith M&T, the Customer is not entitled to withdraw funds in excess of theAvailable Balance. Available Balance is defined in the applicable AvailabilityDisclosure for Commercial Deposit Accounts, which will be amended from timeto time. If one or more Debit Items presented against, or processed by M&T forpayment from, the Account exceed the Available Balance in the Account (and inany other deposit account linked to it as part of an overdraft arrangement), or themaximum amount of a line of credit extended in connection with the Account,M&T may, at its sole discretion, pay or refuse to pay any or all of such Debit Items.M&T may pay any Debit Item that overdraws the Account, without regard towhether M&T’s payment of the Debit Item causes the Account to be overdrawnor increases the amount of an existing overdraft on the Account, andnotwithstanding that M&T’s decision to pay a Debit Item may cause there to beinsufficient available funds to pay other Debit Items drawn on or chargeable to theAccount that could have been paid had M&T not paid the Debit Item that createdthe overdraft. M&T’s payment on any occasion of any Debit Item that overdrawsthe Account will not obligate M&T to pay on such occasion, or any other occasion,any other Debit Item that overdraws or would overdraw the Account. M&T isentitled to debit the Account for any applicable insufficient funds or overdraft fees,whether or not the Debit Item that overdraws the Account is paid. If the Customerdoes obtain cash or if Debit Items are paid in excess of the Available Balance, theCustomer agrees to reimburse M&T immediately without formal demand. Interestalso accrues on each overdraft paid, at the Negative Available Balance Rate asannounced from time to time, unless the Customer’s financing agreement withM&T specifies a different rate. Interest accrues from the date the overdraft isextended by M&T until M&T receives actual payment in full from the Customer,including all overdraft fees and any charges and fees imposed by other banks withrespect to each Debit Item so paid.

BANK’S RIGHT OF SETOFF If the Customer or a borrower whose debts are guaranteed by the Customer defaultsin any way on any present or future indebtedness to M&T (or its affiliates), whetherdirect or contingent, M&T (or its affiliates) may offset against each Account heldby the Customer in any capacity, and apply the funds to pay both the defaultedindebtedness and any or all related indebtedness and other obligations owed orguaranteed by the Customer to M&T (or its affiliates), in any order, and whether ornot the other indebtedness or obligations are then due. M&T (or any of its affiliates)may exercise its right of setoff even if:

1. The funds were deposited in the Account by a third party or consist of interestearned by funds deposited by a third party;

2. The Customer is not the sole obligor on the indebtedness but the Account isin the Customer’s name only; or

3. The Account is held jointly with a third party that is not obligated on theindebtedness to which the funds are applied.

M&T (and its affiliates) will not be liable for any consequential or specialdamages if M&T’s (or its affiliate’s) exercise of its right of setoff depletes theAccount so that Debit Items or requests for withdrawal presented subsequentlycannot be honored.

POWER OF ATTORNEY M&T has no obligation to accept or rely on a power of attorney purportedly grantedby an Authorized Signer for Customer or any other entity. Generally, M&T will relyon a power of attorney purportedly granted by an Authorized Signer for an entityonly under extraordinary circumstances. The Customer is urged to make allnecessary arrangements in advance so as to conduct its banking business inaccordance with applicable corporate, partnership, trust and estate or other law.

LIABILITIES AND EXPENSES The Customer must pay any and all liabilities, damages, claims, losses, costs andexpenses of any kind or description which M&T incurs in connection with theCustomer’s Account, including without limitation collection costs and attorneys’ feesand disbursements to defend or enforce any of M&T’s rights or remedies or for anyother legal service.

Group Order: Type of Debit Item in each group: How order is determined:

1 The following types of transactions for which our records include a dateand time designation:

• ATM and Debit Card transactions, including purchases;

• Branch Transactions performed over the counter at an M&T branch,including withdrawals and transfers;

• Checks Cashed at an M&T branch; and

• Wire Transfers to accounts of other parties.

Chronologically based on the date and time that our records indicate thetransaction was initiated or authorized

Note: If two transactions have the same date and time, we will post thesmaller dollar amount transaction first. If we do not have a date/time for transactions, we will post these transactions in Group 2.

2 The following types of transactions for which our records do NOT include a date and time designation:

• ACH Settlement Debits (i.e., debits to fund ACH transactions that you or your service provider previously scheduled to be made from your account under your ACH origination service with us);

• Any transactions from Group 1 above that do not have date and timedesignation for any reason; and

• Transfers between your M&T accounts initiated through Web Info,Web InfoPLU$, or WebINFOCU$

Note: Includes transfers between deposit accounts and payments to M&T loans. This does not include transactions that are postedduring the day in real time, such as those initiated through M&T Online Banking for Business.

Ascending by Dollar Amount (smallest to largest)

3 M&T Online Banking for Business Bill Pay transactions Ascending by Dollar Amount (smallest to largest)

4 ACH Debits and other miscellaneous debits

Note: Does not include checks you wrote that are converted into ACHtransactions. (see Group 5 for these transactions)

Ascending by Dollar Amount (smallest to largest)

5 Checks (other than those cashed at M&T branches)

Note: Includes checks that are electronically processed as images orthrough the ACH network. Checks cashed at an M&T branch areincluded in Group 1 above.

Check Number Order

Note: If checks are not numbered, we will post these checks in ascendingdollar amount (smallest to largest) after we post numbered checks.

6 Fees and Service Charges Ascending by Dollar Amount (smallest to largest)

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SERVICES FEES AND NEGATIVE AVAILABLE BALANCE FEES

M&T may charge the Customer’s Account for the full amount of each applicableservices fee and each Negative Available Balance Fee when incurred. M&T will notbe liable if as a result of such fees, the Available Balance of the Account is insufficientto pay checks or other Debit Items subsequently presented for payment from theAccount.

M&T can increase existing Negative Available Balance Rates and fees orestablish new ones at any time by notice posted in M&T banking offices or mailedor otherwise delivered or made available to the Customer. M&T need not givenotice of waived or decreased or eliminated fees. Specific rates and fees aredisclosed in the Customer’s Account statements and in separate schedules and formsand will be amended from time to time.

M&T may charge the Customer’s Account for the full amount of any monthlyfees for any month or partial month that the Account is open. If any such fee maybe avoided by maintaining a minimum or average daily balance during the month,M&T will determine whether such requirement has been satisfied based on thedays that the Account is open during the month, excluding the day on which theAccount is closed.

If the Customer maintains an Account for the purpose of holding fundsbelonging to another party which Account is subject to a state (or othergovernmental) law, regulation, rule or guideline (e.g., an Interest On LawyersAccount (IOLA), Interest On Lawyers Trust Account (IOLTA) or MarylandAffordable Housing Trust Account (MAHT) or similar type of account), theCustomer agrees that (i) the Customer is responsible for the payment of all M&Tservice charges associated with the Account including those charges that M&Tfor any reason does not, or is prohibited from debiting to the Account, offsettingfrom interest earned on such Account or otherwise collecting from such Account,and (ii) M&T may collect any such charges by debiting the amount thereof to anyother Account or Accounts that the Customer may maintain with M&T from timeto time, including, but not limited to, any operating account, or by invoicing theCustomer for all or any part of such charges.

CLOSING ACCOUNTS M&T may close any checking, NOW or savings (including money market)Account at any time for any reason. M&T may close time deposit Accounts at anytime for any reason:

1. On or after the final maturity date of the Account;2. At any time if the Ledger Balance falls below the minimum balance required

for Accounts of the same type, whether during the initial Term or anautomatic renewal period.

3. At any time during the initial term or any renewal term of your Account solong as we pay you all money on deposit in the Account at the time of itsclosing plus all interest that money would have earned had it remained ondeposit in your Account until its next maturity date.

If M&T closes an Account, M&T will notify the Customer and forward a checkfor the balance remaining after deduction of all applicable fees. After an Accountis closed, M&T will not be liable for rejecting deposits or withdrawal orders.

STATEMENTS, NOTICES, ADVICES AND CHANGES OF ADDRESS

Statements, notices and advices will be deemed received three days after M&Tdelivers such statements, notices or advices. M&T shall be considered to havedelivered a statement, notice or advice when M&T: (i) deposits such statement,notice or advice in the regular U.S. mail directed to Customer’s most recent mailingaddress shown on M&T’s records for the Account, even if such statement, noticeor advice is returned undeliverable; (ii) delivers such statement, notice or adviceto Customer according to Customer’s instruction, whether electronically, to anagent or otherwise, even if such statement, notice or advice is returnedundeliverable; or (iii) makes such statement, notice or advice available to Customerfor electronic or physical retrieval according to Customer’s instructions, even ifCustomer does not retrieve such statement, notice or advice. Customer shouldadvise M&T as soon as Customer knows of a change in address or other deliveryinformation and of any failure to receive a statement, notice or advice. Customermay also subscribe to additional treasury management services providing alternateforms and frequency of balance or account information. Notices to M&T must bein writing and are effective when actually received by Customer’s account officerat M&T.

Customer understands that certain laws and rules require banks to provide noticeto their customers within specified time periods after the banks receive certaintypes of incoming payment orders (e.g., certain ACH and wire transfers) unlessthe banks and their customers agree otherwise. Notwithstanding any such law orrule, Customer agrees that: (i) M&T has no obligation to notify Customer that itreceived or executed a payment order with respect to the Account except asprovided herein; (ii) M&T will notify Customer that it received or executed sucha payment order only in the periodic statements for the Account or as otherwise

agreed upon by the parties; and (iii) if M&T agrees to provide notice of paymentorders received or executed by M&T with respect to the Account by any meansother than in periodic statements, Customer will pay M&T the fee for such noticeas specified in the applicable fee schedule for the Account.

ABANDONED ACCOUNTS Most, if not all, states as well as certain other jurisdictions (which include PuertoRico, the Virgin Islands and the District of Columbia) have unclaimed property lawswhich declare deposit accounts maintained with a bank to be abandoned after aprescribed period of inactivity. As a general rule, for escheatment purposes, aCustomer’s Account, regardless of the location of the M&T banking office at whichit is established or maintained, is subject to the abandoned property law of the stateor other jurisdiction of the Customer’s last known address, as reflected by the booksand records of M&T, and will be turned over to such state or jurisdiction after thelapse of the period of inactivity leading to abandonment under such state’s or otherjurisdiction’s abandoned property law. If such state or other jurisdiction does nothave a law that provides for the escheatment of the Customer’s Account to that stateor other jurisdiction, or, if the Customer’s last known address cannot be determinedfrom the books and records of M&T, the Customer’s Account is subject toescheatment to New York State (as the state of M&T’s corporate domicile), inaccordance with New York State’s abandoned property law.

The prescribed period of inactivity leading to abandonment of the Customer’sAccount varies from state to state. As a general rule, the prescribed period ofinactivity under applicable law with respect to time deposits is deemed to beginon the first maturity date of the Account, without regard to whether or not theAccount is subject to automatic renewal.

A state’s or other jurisdiction’s abandoned property laws, where applicable tothe Customer’s Account, include rules that permit M&T to recognize certainAccount activity and Customer contact with M&T to prevent escheatment.Generally, any withdrawal from an Account or written response by the Customerto M&T’s notices will prevent escheatment of the Account.

A written notice of pending escheatment will be sent to each owner of eachAccount at the most recent address in M&T’s records concerning the Account.

If the Customer’s Account becomes inactive, to the extent permitted byapplicable law, M&T may charge the Customer’s Account for (i) an allocated shareof such advertising expenses that M&T may incur in connection with thepublication of any notice that the Account will be turned over to a state or othergovernmental authority as abandoned property, (ii) the postal cost of any noticethat M&T is required to send to the Customer by registered or certified mail, returnreceipt requested, or by any other means of delivery, to inform the Customer thatthe Account will be turned over to a state or other governmental authority asabandoned property, and (iii) such other amount as shall reimburse M&T for thehandling and processing cost associated with the turnover of the Account to a stateor other governmental authority as abandoned property.

AMENDMENTS Changes in the terms and conditions affecting M&T Accounts, this Agreementand related documents, may be made by M&T at any time, with notice as requiredby law. Any such change shall be effective as of the date designated by M&T or, inthe case of an adverse change impacting an automatically renewable time depositaccount, upon the first renewal of such time deposit account following the designatedeffective date of the change.

NONWAIVER BY BANK All rights and remedies of M&T are cumulative, and no right or remedy shall beexclusive of any other right or remedy. No single, partial or delayed exercise by M&Tof any right or remedy shall preclude full and timely exercise by M&T at any time ofany right or remedy of M&T without notice or demand, at M&T’s sole option. Nocourse of dealing or other conduct, no oral agreement or representation made by M&Tor usage of trade shall operate as a waiver of any right or remedy of M&T. No waiverof any right or remedy of M&T shall be effective unless made specifically in writingby M&T.

WAIVER OF RIGHTSThe Customer waives any rights to notice, presentment, protest and notice of protestit may have in connection with claims against the Customer’s Account. In the eventthat any action relating to the Account or this Agreement should be maintained inany court (i.e., any matter other than a dispute covered by the arbitration provisionscontained in this agreement), M&T and Customer each waive any right to jurytrial.

ASSIGNMENT OF ACCOUNT M&T will not be able to honor any assignment of the Customer’s rights in its Accountuntil an M&T officer has received the assignment document purportedly executedon behalf of the Customer together with any other documents, acknowledgments,and agreements required by M&T, each in a form satisfactory to M&T in its sole

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discretion. M&T has no obligation to verify the authenticity of the assignment but isentitled to conduct any further due diligence inquiries to satisfy itself that theassignment appears to be valid.

JOINT ACCOUNTS1. Joint commercial deposit Accounts include a right of survivorship. If an

individual who is joint owner of an Account dies, M&T is not obligated topermit any withdrawal from the Account until M&T has received all documentsrequired by applicable law as understood by M&T in its sole discretion. A soleproprietor is an individual for such purposes. M&T may treat the funds asbelonging to the surviving owners of the Account.

2. Unless M&T has received and had a reasonable time to act on written noticeto the contrary, any Authorized Signer of any owner is entitled to orderdeposits and withdrawals from the Account, even if the respective owner hasmade no deposits to the Account, unless the Customers have a specialAccount agreement with M&T providing otherwise.

3. Each joint owner is the agent of each other owner. An Authorized Signer forone owner alone can endorse any check or other Item payable or endorsed toor to the order of any owner, unless the Customers have a special Accountagreement with M&T providing otherwise.

4. All owners will be jointly and severally liable in connection with the Accountand this Agreement. M&T may sue any owner whether or not M&T sues theother owners.

5. M&T may but is not obligated to require confirmation from other owners ofany transaction requested by one owner.

6. M&T may but is not obligated to require that automatic or recurring payments beauthorized by all owners of the Account. M&T may allow any owner acting aloneto cancel a payment, and M&T has no obligation to notify the remaining ownersof the cancellation.

7. M&T may but is not obligated to require that an assignment of the rights ofone owner of a joint Account be signed on behalf of all owners of theAccount.

8. If M&T closes the Account, M&T can deliver a check for the balanceremaining after deduction of all outstanding fees and charges to any owner,on behalf of all owners of the Account.

9. M&T may deliver statements and notices concerning the Account to anyowner, and each notice will be effective for all owners of the Account.

REASONABLE TIME TO ACT A reasonable time for M&T to act on any notice, order or other communicationwill extend until at least the close of business on the Business Day following theBusiness Day on which M&T received the communication in question.

OVERDRAFT FEES IMPOSED BASED ON AVAILABLE BALANCE

The Account will be subject to an insufficient funds (“NSF”) or overdraft fee foreach Debit Item which is presented against, or processed for payment from, theAccount when the Available Balance in the Account (or in any other account linkedto it as part of an overdraft arrangement) is insufficient for payment, or if the paymentwould exceed the credit limit, if the Customer has an overdraft line of credit withM&T. The NSF fee or overdraft fee may be imposed whether the Debit Item is paidor returned unpaid. Interest (a Negative Available Balance Fee) may also be charged.

A current schedule of fees for services which M&T offers in connection with eachtype of commercial Account appears in a separate schedule. Current interest rates,Earnings Credit Rates and Negative Available Balance Rates will be disclosed whenan Account is opened and on statements. The schedule and rates will be amendedfrom time to time at M&T’s sole discretion.

DISCLOSURE OF INFORMATION In the regular course of business, M&T will disclose information about Accounts(a) in a request for a report on the Customer for business purposes; (b) to agents,contractors and vendors for internally controlled M&T marketing activities; (c) atits discretion, with its affiliates and subsidiaries, to the extent permitted by law;and (d) in response to apparently authorized inquiries, for example:

1. In a receipt issued in connection with a transaction;2. As necessary to complete a transaction or resolve any error concerning a

transaction;3. In a statement issued for the Account;4. To the Customer in whose name the Account is held;5. Pursuant to the written instructions of the Customer in whose name the

Account is held;6. To verify the existence and condition of the Account pursuant to the routine

request of a merchant or an agency such as a credit bureau; or7. Pursuant to applicable law, a court order or any order or request of a

governmental agency.

SUCCESSORS AND ASSIGNS This Agreement shall be binding on and inure to the benefit of both parties andtheir successors and assigns.

LEGAL PROCEEDINGS AND DISPUTES If the Account becomes involved in any legal proceeding (including any arbitrationproceeding between the Customer and M&T), M&T may, in its discretion andwithout liability, restrict or permit deposits into and withdrawals from the Account.

DISPUTES INVOLVING YOUR ACCOUNTIT IS IMPORTANT THAT THE CUSTOMER READ THIS ENTIRE SECTIONVERY CAREFULLY. THIS SECTION PROVIDES FOR RESOLUTION OFDISPUTES INVOLVING THE ACCOUNT THROUGH FINAL AND BINDINGARBITRATION BEFORE ONE NEUTRAL ARBITRATOR INSTEAD OF IN ACOURT BY A JUDGE OR JURY OR THROUGH A CLASS ACTION.

1. Conditions Precedent to Arbitration. Before the Customer takes a disputeor controversy to arbitration, the Customer must first contact M&T about thedispute or controversy and give M&T an opportunity to resolve it. Similarly,before M&T takes a dispute or controversy to arbitration, M&T must attemptto resolve it with the Customer. If the dispute or controversy cannot beresolved within 60 days from the date the Customer or M&T is notified aboutit, the matter that is in dispute or subject to controversy may proceed toarbitration in accordance with the provisions of this section.

2. Agreement to Binding Arbitration. Each dispute or controversy that arisesout of or is related to the Account, or any service M&T provides in connectionwith the Account, or any matter relating to the Customer’s or M&T’s rightsand obligations provided for in this Agreement or any other agreementbetween the Customer and M&T relating to the Account or a service providedby M&T in connection with the Account, whether based on statute, contract,tort, fraud, misrepresentation or any other legal or equitable theory, in cludingany claim for interest and attorney’s fees, where applicable (any “Claim”),must be determined on an individual basis by binding arbitration inaccordance with the Federal Arbitration Act (“FAA” – Title 9 of the UnitedStates Code) under the auspices of the Ameri can Arbitration Association(“AAA”). Judgment on an arbitration award may be entered in any courthaving jurisdiction. The arbitra tor will decide any issue regarding whether aparticular dispute or controversy is a Claim that is subject to arbitration. Ifany part of the relief request is not expressly stated as a dollar amount, suchpart of the dispute or controversy will not be a Claim that is subject toarbitration; however, the remainder of the dispute or controversy will be aClaim subject to arbitration.

3. Applicable Arbitration Rules. If the amount in contro versy is less than$10,000, the Consumer Arbitration Rules of the AAA will apply. Otherwise,the Commercial Arbitration Rules of the AAA will be applicable (theConsumer and Commercial Arbitra tion Rules are sometimes hereinaftercollectively referred to as the “Arbitration Rules”). Information about thearbitration process, the Consumer or Commercial Arbitration Rules, theAAA’s fees and the nearest AAA Case Management Center is available fromthe AAA online at www.adr.org. Information about AAA procedures, rules,fees and nearest offices will also be made available to you by con tacting thecorporate headquarters of the AAA at 1-800-778-7879.

4. Representation. The Customer may, but does not have to, hire an attorneyto represent the Customer in any arbitration.

5. Number of Arbitrators and Qualifications. Only ONE arbitrator will beselected. Each arbitrator shall be a licensed attorney who has engaged in theprivate practice of law continuously during the 10 years immediatelypreceding the arbitration or a retired judge of a court of general or appellatejurisdiction.

6. Language. The language of the arbitration shall be in English. Any partydesiring or requiring a different language shall bear the expense of aninterpreter.

7. Rules Governing Arbitration. The Customer and M&T acknowledge thatthis Agreement evidences a transaction involving interstate commerce. TheFAA shall govern the interpretation, en forcement and proceedings pursuantto the arbitration provisions in this section. All statutes of limitation, defenses,and attorney-client and other privileges that would apply in a courtproceeding will apply in the arbitration. In conducting the arbitration andmaking the award, the arbitrator shall be bound by and shall strictly enforcethe terms of this Agreement and may not limit, expand or otherwise modify its terms.

8. Tolling of Statute of Limitations. The filing of a de mand for arbitration inaccordance with the Arbitration Rules will suspend any requirement to filea notice of claim or to commence an action until the conclusion of thearbitration process.

9. Remedies Available. The arbitrator will have no authority to award punitiveor other damages not measured by the prevailing party’s actual damages,except as may be required by statute. Subject to the foregoing limitation, thearbitration award shall provide only such relief as a court of competent

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DEPOSITS Any number of deposits may be made to the Account. M&T reserves its right to rejectany deposit for any reason. The Customer agrees to supply any information neededto comply with applicable law as understood by M&T in its sole discretion, withregard to any deposit.

LIMITATIONS ON WITHDRAWALS M&T may prescribe a minimum withdrawal amount for certain Accounts. Theminimum would not apply for a withdrawal of the entire Available Balance. M&Tmay also limit the number and amount of withdrawals.

NOTICE OF WITHDRAWAL For a NOW or savings Account, M&T may require prior written notice of the dateand amount of any intended withdrawal at least 7 days in advance.

REFUSAL TO PERMIT WITHDRAWAL Under certain circumstances, M&T may refuse to permit a withdrawal from anAccount. For example:

1. If M&T has not received the 7-day advance written notice described abovewith respect to a withdrawal from a savings or NOW Account.

2. If the Available Balance of the Account is insufficient.3. If there is a dispute or legal proceeding of any type concerning the Account,

including a dispute or proceeding relating to control of the Account.4. If the Account is pledged as collateral for indebtedness.5. If the withdrawal would consist of funds held by M&T to pay income tax on

interest earned by funds in the Account.6. If the withdrawal would exceed any limits M&T has imposed.7. If the Account has been depleted by M&T setoff to pay the Customer’s

indebtedness to M&T.

8. If M&T has received a notice or order not to allow withdrawals, from theCustomer or from a court or governmental entity or agency authorized to issuesuch an order.

9. If the Account is subject to a prior order directing M&T to pay or to holdfunds for another party.

10. If M&T has not received any passbook, document or identification requiredby M&T or applicable law in connection with the withdrawal.

PASSBOOKS If the Account is one for which we issue a passbook, the passbook is a record oftransactions involving the Account. If there is a conflict between the passbook andM&T records, M&T records will control. If the passbook Account is closed, M&Tmay, but need not, require the passbook to be surrendered to M&T for cancellationand the existence of a non-cancelled passbook shall not be deemed proof that theAccount was not closed if M&T’s records indicate that it was closed or that theAccount is no longer on M&T’s systems. If the passbook is lost, stolen or destroyed,the Customer must immediately notify M&T in writing of the loss, theft or destruction.Before permitting any withdrawal from the Account or issuing a replacement, M&Tmay require the Customer to provide an affidavit satisfactory to M&T, stating the facts,as well as an indemnity, bond or other agreement satisfactory to M&T indemnifyingand holding M&T harmless against any and all liabilities and expenses (such asattorneys’ fees) M&T might incur as a result of permitting the withdrawal or issuinga replacement passbook. Passbook Accounts are no longer being opened by M&T forcommercial Customers, and existing passbook Accounts may be converted tostatement Accounts at any time, at M&T’s sole discretion. If (i) we acquired yourAccount from another bank, (ii) you were previously issued a passbook for thatAccount, and (iii) we convert your Account to an account for which we do not issuea passbook, upon such conversion of your Account, the passbook you have for thatAccount will no longer be considered a record of your Account unless we advise youin writing otherwise.

SPECIAL PROVISIONS FOR COMMERCIAL CHECKING, NOW AND SAVINGS ACCOUNTS

jurisdiction could properly award under applicable law, and, in each case,shall award to the prevailing party all of its costs and fees. “Costs and fees”means all reasonable pre- and post-award expenses of arbitration, includingattorney’s fees, arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses (for example, copying and telephone), court costs andwitness fees. However, the arbitrator may not award damages that are notexpressly authorized or are expressly prohibited by this Agreement. Theaward shall be in writing, shall be signed by the arbitrator and shall includea statement regarding the reasons for the disposition of each and every Claimraised during the arbitration.

10. No Consolidation of Action or Class Actions. There will be no class Claim(i.e., Claims by or on behalf of other persons will not be considered in orconsolidated with the arbitration pro ceedings between the Customer andM&T).

11. Other Actions Available; No Waiver of Right to Arbitrate. The arbitrationprovisions contained in this section do not limit the Customer’s or M&T’sright, whether before, during or after the pendency of any arbitrationproceeding, to exercise self-help remedies such as the right of set-off or toobtain provisional or ancillary remedies or injunctive or other traditionallyequitable relief (other than a stay of arbitration) necessary to protect the rightsor property of the party seeking relief pending the arbitrator’s determi nationof the merits of the Claim. The taking of any of the actions described in thepreceding sentence by either party or the filing of a court action by a partyshall not be deemed to be a waiver of the right to demand arbitration of anyClaim asserted as a counterclaim or the like in response to any such action.

12. Survivability. The foregoing dispute resolution provisions, in which theCustomer and M&T have agreed to arbitrate disputes, will survive thetermination of the Account with M&T, whether evidenced by this Agreementor otherwise.THE CUSTOMER ACKNOWLEDGES THAT IT HAS CAREFULLY READTHE FOREGOING DISPUTE RESOLUTION PROVISIONS, IN WHICHTHE CUSTOMER AND M&T HAVE AGREED TO ARBITRATEDISPUTES. THE CUSTOMER UNDERSTANDS THAT THESE PROVISIONSLIMIT OR WAIVE CERTAIN OF THE CUSTOMER’S RIGHTS WITHRESPECT TO CLAIMS THAT THE CUSTOMER IS AGREEING TOARBITRATE PURSUANT TO THESE PROVISIONS. THE CUSTOMERUNDERSTANDS THAT THERE WILL BE NO CLASS CLAIMS IN

ARBITRATION. THE CUSTOMER FURTHER UNDERSTANDS THATDISCOVERY – THE ABILITY TO OBTAIN INFORMATION FROM THEOTHER PARTY – MAY BE MORE LIMITED IN ARBITRATION THAN INA COURT PROCEEDING, AND THE RIGHT AND GROUNDS TO APPEALFROM AN ARBITRATOR’S AWARD ARE MORE LIMITED THAN IN ANAPPEAL FROM A COURT JUDGMENT. IN ADDITION, THE CUSTOMERUNDERSTANDS THAT CERTAIN OTHER RIGHTS THE CUSTOMER HASIN A COURT PROCEEDING ALSO MAY NOT BE AVAILABLE INARBITRATION.

EVIDENCE In any legal proceeding involving the Account, any copy of this Agreement or anyother document or record related to the Account kept by M&T in its normal courseof business is to be admitted into evidence as an original.

CONFLICTS WITH APPLICABLE LAWIf any provision of this Agreement or any other document related to the Accountconflicts with applicable law, the provision will be deemed amended to the extentnecessary to comply with applicable law.

SEVERABILITY If any provision of any document related to the Account is determined by a court tobe invalid, all other provisions will remain in effect.

WHAT LAW APPLIES Any legal question concerning the Account will be decided in accordance with thelaw of the state or other jurisdiction in which your Account is domiciled withoutregard to such state’s or other jurisdiction’s principles of conflicts of law, and, tothe extent applicable, federal law.

MORE INFORMATION More information about the Account can be obtained by contacting the Customer’saccount officer, relationship manager or branch manager or any M&T bankingoffice.

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STALE AND POSTDATED CHECKS M&T may but is not obligated to pay any Customer check dated more than 6months before the date it is presented to M&T for payment. M&T may but is notobligated to pay any Customer check dated after the date it is presented to M&Tfor payment. M&T will not be liable if as a result of payment of such checks, asubsequent withdrawal is rejected for lack of sufficient available funds.

STOPPING PAYMENT OF CHECK Any Authorized Signer on the Account can order M&T not to pay or certify anynon-certified check written on the Account even if the check was signed by anotherAuthorized Signer.

1. The order must include: a. The exact number of the Account; b. The exact amount, date and number (if any) of the check; c. The name, exactly as it appears on the check, of each payee to whose order

the check is payable; and d. The name, exactly as it appears on the check, of each person who signed

the check.2. If the check is a certified or official M&T check, all additional requirements

of applicable law and M&T policy must be met. For example, the stoppayment order may not be executed until after (a) 90 days have elapsed afterthe initial issuance of the check (which in the case of an official M&T checkis the date of the check and in the case of a certified check is the date ofcertification); and (b) M&T’s receipt of an affidavit or similar declarationmade under penalty of perjury in accordance with applicable state law statingthat the check has been lost, stolen or destroyed; that the loss of possessionof the check by the affiant or declarer was not the result of a transfer by theaffiant or declarer or a lawful seizure of the check; and that the affiant ordeclarer will honor the check if it is ever presented by a holder in due course.Additional restrictions may apply.

M&T will not be obligated to execute a stop payment order until M&T has hada reasonable time to record it against the Account. The order will cease to beeffective 6 months after the date it is recorded against the Account unless it isrenewed. The order can be given orally, by telephone or in person. M&T will senda written confirmation of the order recorded by M&T which will remain effectiveunless canceled in writing by the Customer. A stop payment order can be renewedfor 6 months at a time. Any renewal of the order must be in writing and must bereceived by M&T in advance allowing a reasonable time for M&T to record itagainst the Account before the previous order ceases to be effective. The renewalwill take effect on the date it is recorded against the Account and will cease to beeffective 6 months after that date.

Any Authorized Signer on the Account can cancel any stop payment order evenif the order was given by another signer. M&T will not be obligated to honor thecancellation unless it is in writing and until M&T has had a reasonable time to recordit against the Account.

M&T will exercise ordinary care in its efforts not to pay any check that M&Thas been properly ordered not to pay; and to pay any check for which an order notto pay has been properly canceled. M&T will have exercised ordinary care if M&Tacts in good faith; M&T has a reasonable system for communicating stop paymentorders and cancellations of orders of that type to the employees who would belikely to receive the check; and M&T reasonably follows the system as a matter ofroutine.

CHECK CASHING AT BANK BRANCHESThe Customer agrees that M&T may properly refuse to cash a check drawn on theAccount that is presented for payment at an M&T branch office by someone towhom the check is payable if that person is not an M&T deposit customer, as longas the M&T branch at which the check is sought to be cashed generally does notcash checks drawn on the account of any M&T deposit customers that are presentedfor payment at that branch by persons who are not M&T deposit customers, otherthan payroll checks that have been issued by an M&T deposit customer that arecashed by such M&T branch pursuant to a check cashing arrangement that theM&T branch has agreed to with the deposit customer. The Customer further agreesthat M&T’s refusal to cash the Customer’s written check in any such instance shallnot constitute a wrongful dishonor of the check and that M&T shall have no liabilityto the Customer in connection with its refusal to cash the check, regardless of theconsequences to the Customer because of M&T’s so doing.

CHECK CASHING FEESIf someone who is not an M&T deposit customer seeks to cash a check drawn onthe Customer’s Account at a branch office of M&T, we reserve the right to chargea service fee to that individual as a condition to cashing the check. By continuingto maintain the Account, the Customer agrees that it shall not constitute wrongfuldishonor if M&T refuses to pay such a check because the individual seeking tocash it declines to pay such service fee.

CHECK CASHING IDENTIFICATION REQUIREMENTSIf someone who is not an M&T deposit customer seeks to cash a check drawn on theCustomer’s Account at a branch office of M&T, we shall have the right not to pay thecheck if the person who presents it for payment fails to provide us with suchreasonable identification as we may require, and, if presentment by such person ofthe check is made on behalf of another person, such reasonable evidence of his or herauthority to do so as we may request. The Customer agrees that M&T’s reasonableidentification requirements may include such documentary forms of identification(such as a passport or driver’s license) and/or physical forms of identification (suchas a thumbprint signature) as M&T may from time to time establish.

ELECTRONIC PRESENTMENT OF CHECKSWe may pay any check drawn on the Account and debit the Account accordingly onthe day that an Item is presented for payment by electronic or other means, or at anearlier time if the bank at which the Item was deposited electronically provides uswith information identifying the Item, including, for example, M&T’s routing number,the Account number, and the sequence number and amount of the Item. We maydetermine the balance of the Account for purposes of deciding whether to dishonoran Item for insufficient available funds at any time between such presentment orreceipt of information and the time of return of the Item. We must make thisdetermination only one time regardless of whether the available funds in the Accountvary during this period.

CERTAIN INTEREST-BEARING CHECKING ACCOUNTS

If the Customer has an interest-bearing checking Account, for internal Bankoperating purposes, the Bank may structure the Account so that it will consist oftwo subaccounts: an interest-bearing checking subaccount and a savingssubaccount, although, for all other purposes, the Customer’s interest-bearingchecking Account will be treated as a single account. In cases where an interest-bearing checking Account is structured to consist of two subaccounts, bothsubaccounts will pay an identical annual interest rate and annual percentage yieldon account balances. The statement for the Account and any record of the Accountat an automated teller machine or at any other electronic facility will reflect theAccount as a single account and will not reflect the subaccounts in any way.

All terms and conditions of this Agreement, all the provisions of the SpecificFeatures and Terms governing the Account, including (but not limited to) thosethat govern the way the Account may be used, the interest the Account earns,minimum balance requirements and funds availability, and all Account fees andcharges apply to the Account as a whole without reference to the subaccounts,except as provided in this section.

In cases where an interest-bearing checking Account is structured to consist oftwo subaccounts, for internal Bank operating purposes, all checks and other debitsagainst the Account are paid from, and all deposits to the Account are credited to,the checking subaccount. At various times during each calendar month, if thechecking subaccount balance exceeds a threshold amount set by us, all funds inexcess of the threshold may be transferred to the savings subaccount. We also maketransfers from the available funds in the savings subaccount to the checkingsubaccount as needed to pay checks and other debits presented against the Account.On the sixth transfer from the savings subaccount in a calendar month, the entirebalance of the savings subaccount is transferred to the checking subaccount forthe remainder of the calendar month. These transfers to and from the checkingsubaccount will be the only transactions on the savings subaccount. Because thesubaccounts are for internal Bank operating purposes only, the Customer cannotaccess the savings subaccount directly. These Bank-initiated transfers between thesubaccounts are not shown on the Customer’s statement for the Account and arenot subject to any fees.

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NO CHANGE IN MATURITY DATE BY ADDITIONAL DEPOSIT

No maturity date of the Account will be changed by any deposit subsequent to theopening deposit.

AUTOMATIC RENEWAL Automatic renewal is provided for all M&T time deposits except JumboCertificates of Deposit, but can be declined in opening the Account. If automaticrenewal is declined, the first maturity date will be the final maturity date of theAccount. The following conditions govern automatic renewal:

1. Except as provided in this section, M&T will automatically renew theAccount as of the end of the day on each maturity date of the Account. Therenewal Term will equal the initial Term, unless M&T has received andaccepted the Customer’s written request for a change in duration or M&T nolonger offers the same duration, in which case the Term will equal the nearestlonger or shorter duration which M&T then offers.

2. During the renewal Term commencing as of the maturity date on which theautomatic renewal takes place, and ending on the day prior to the nextmaturity date, interest earned on funds in the Account will be computed usinga fixed rate and a method at least as favorable as the lowest rate and leastfavorable method used by M&T for any other automatically renewable timedeposit of the same type, Term and amount opened on the day on which theCustomer’s Account is renewed.

BOOK ENTRY ACCOUNTS M&T’s commercial certificates of deposit are non-negotiable and nontransferable.They are not in the normal course issued in the form of physical certificates, butconsist of entries on the books and time deposit computer accounting systems of M&T.

DELAY IN WITHDRAWAL If a time deposit matures on a Saturday, Sunday or federal holiday, funds then inthe Account may not be able to be withdrawn from the Account until the nextBusiness Day.

ON AND AFTER FINAL MATURITY DATE On and after the final maturity date of a time deposit, funds in the Account willno longer earn interest. If the final maturity date is a Saturday, Sunday or federalholiday, the funds will earn interest through the day before the first Business Dayafter the final maturity date.

NOTICE OF MATURITY DATE For a time deposit with a Term of more than 90 days, M&T will send written noticeof maturity at least 14 days but not more than 30 days before the maturity date.

LIMITATION ON EARLY WITHDRAWALM&T has no obligation to permit withdrawals from a time deposit prior to theapplicable maturity date, unless the Account is owned by an individual who diesor is declared legally incompetent by a court or administrative body.

PAST POLICIES ON EARLY WITHDRAWAL No past policies of M&T or any bank it acquired or from which it accepted depositsregarding whether or under what conditions to permit early withdrawals from timedeposits is binding on M&T. M&T will treat on an individual basis each request forearly withdrawal.

LIMITATIONS ON WITHDRAWALS M&T may prescribe minimum and maximum amounts for withdrawals from timedeposits and may for any reason place further limitations on the number, place andamounts of withdrawals.

PENALTY FOR EARLY WITHDRAWAL M&T will impose an early withdrawal penalty for early withdrawals from timedeposits, unless the withdrawal is made because an individual owner of theAccount has died or been declared legally incompetent by a court or administrativebody. The penalty may exceed that required by the Board of Governors of theFederal Reserve System. The penalty will be deducted first from the interest andprincipal remaining on deposit in the Account and then, if necessary, from thewithdrawal.

SPECIAL PROVISIONS FOR COMMERCIAL TIME DEPOSIT ACCOUNTS

CERTAIN NON-INTEREST-BEARING CHECKING ACCOUNTS

If the Customer has a non-interest-bearing checking Account, for internal Bankoperating purposes, the Bank may structure the Account so that it will consist oftwo subaccounts: a non-interest-bearing checking subaccount and a non-interest-bearing savings subaccount, although, for all other purposes, the Customer’s non-interest-bearing checking Account will be treated as a single account. In caseswhere a non-interest-bearing checking Account is structured to consist of twosubaccounts, neither subaccount will pay any interest. The statement for theAccount and any record of the Account at an automated teller machine or at anyother electronic facility will reflect the Account as a single account and will notreflect the subaccounts in any way.

All terms and conditions of this Agreement, all the provisions of the SpecificFeatures and Terms governing the Account, including (but not limited to) thosethat govern how the Account may be used, minimum balance requirements andfunds availability, and all Account fees and charges, apply to the Account as awhole without reference to the subaccounts, except as provided in this section.

In cases where a non-interest-bearing checking Account is structured to consistof two subaccounts, for internal Bank operating purposes, all checks and otherdebits against the Account are paid from, and all deposits to the Account arecredited to, the checking subaccount. At various times during each calendar month,if the checking subaccount balance exceeds a threshold amount set by us, all fundsin excess of the threshold may be transferred to the savings subaccount. We alsomake transfers from the available funds in the savings subaccount to the checkingsubaccount as needed to pay checks and other debits presented against the Account.On the sixth transfer from the savings subaccount in a calendar month, the entirebalance of the savings subaccount is transferred to the checking subaccount forthe remainder of the calendar month. These transfers to and from the checkingsubaccount will be the only transactions on the savings subaccount. Because thesubaccounts are for internal Bank operating purposes only, the Customer cannotaccess the savings subaccount directly. These Bank-initiated transfers between thesubaccounts are not shown on the Customer’s statement for the Account and arenot subject to any fees.

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Wire Transfers:Outgoing (Branch):

Domestic Transfer ..................................................................$20.00 eachUSD International Transfer ....................................................$20.00 eachForeign Exchange Transfer .....................................................$20.00 each

Service Assisted Wire Surcharge* ..........................................$300.00 each*Service Assisted refers to the process of initiating wire paymentsthrough a communication channel (e.g., e-mail or telephone without a token) outside of one of M&T’s standard wire services (branch,telephone with token, internet with token).

Incoming:Domestic Transfer ...................................................................$10.00 eachInternational Transfer ..............................................................$10.00 each

3 This fee amount only applies to checking and NOW Accounts that do not have adifferent fee disclosed for this item in the Account-Specific Fees section.

4 These fees will not apply if an item is paid through an Overdraft Arrangement;however, separate fees may apply to use of the Overdraft Arrangement.

5 Please see the separate “Notice Regarding Overdrafts – Business CheckingAccounts” for further information regarding this fee.

Fees for Use of Electronic Banking Card1. $3.50 for each cash advance made using an M&T Business Debit

Card without the use of a PIN (including such cash advances made atM&T Bank).

2. Fee for each inquiry as to the balance of the Account made at a non-M&T ATM: a. $3.00 if the ATM is located in the United States.b. $5.00 if the ATM is located outside the 50 United States or the

District of Columbia. 3. Fee for each withdrawal, cash advance, electronic fund transfer or other

transaction made at a non-M&T ATM: a. $3.00 if the ATM is located in the United States.b. The greater of $5.00 or 3% of the U.S. dollar amount of the

transaction if the ATM is located outside the 50 United States or theDistrict of Columbia.

The fee for a transfer between Accounts will be charged to the Accountfrom which the funds are transferred.

4. The greater of $0.50 or 3% of the U.S. dollar amount of any transactionmade in a foreign country, if such transaction is made with an M&TBusiness Debit Card and is processed through the Visa® network.

5. $1.00 for each ATM mini-statement printed at one of our ATM facilities.6. $25.00 fee if you request expedited delivery of a new or replacement

M&T Business Debit Card or M&T ATM Card for Business. Expediteddelivery may take 1-2 business days. If you request expedited deliveryoutside the contiguous United States or the District of Columbia, suchfee will be $50.00, and delivery may take longer than 2 business days.

Legal Document Processing Fees1. $150 for each Writ of Execution or Attachment issued from

Pennsylvania or Maryland.2. $25 for each conditional release of restraint or levy on consent.3. $110 (or such lesser amount that constitutes the maximum amount

that may be charged under applicable law) for each other legal paper(e.g., court orders, restraining or execution notices, attachments, writs,tax levies, etc.), regardless of jurisdiction.

Other Fees

Your Account will also be charged for special processing and for expensesincurred on your behalf.For other services, please contact your branch or relationship manager.

Please refer to M&T’s Commercial Deposit Account Agreement andSpecific Features and Terms for additional information about yourAccount and for definitions of capitalized terms.

Account-Specific Fees

Checking and NOW Accounts

M&T Simple Checking for Business AccountIf the Account is not enrolled in electronic statement delivery1:

$10.00/month unless the Average Ledger Balance is $1,500 or moreIf the Account is enrolled in electronic statement delivery1:

$5.00/month unless the Average Ledger Balance is $1,500 or moreNo charge for first 200 transaction items2 per month.Additional transaction items2 in a month..................................$0.10 each

Commercial Checking Account...........................................$12.00/month

M&T Business Interest Checking AccountNo monthly maintenance charge.No charge for transaction items.2

IOLTA/IOLA NOW Account ................................................$6.00/month

Savings Accounts

Commercial Money Market Savings Account$7.00 per monthly cycle and $1.00 per withdrawal in excess of 6 permonthly cycle, unless the Ledger Balance is $2,500 or more as of theend of each day in that cycle.

Commercial Savings Account$2.00 per monthly cycle and $1.00 per withdrawal in excess of 3 permonthly cycle, unless the Ledger Balance is $300 or more as of the endof each day in that cycle.

1 Electronic statement delivery is available to customers enrolled in M&T OnlineBanking for Business, and the monthly maintenance charge discount noted appliesonly if the Account in question is enrolled in electronic statement delivery at theend of the month for which the monthly maintenance charge is being calculated.

2 Transaction items are checks paid, checks deposited, deposit tickets (whetherphysical or created virtually in connection with an ATM, mobile, remote checkdeposit or other electronic deposit), ACH credits, and ACH debits.

Commercial Deposit Transaction FeesACH Credit.................................................................................$0.15 each3

ACH Debit..................................................................................$0.15 each3

Audit Confirmations..................................................................$45.00 eachChecks: Official.........................................................................$10.00 eachCheck Collections:

Domestic Incoming................................................................$65.00 eachDomestic Outgoing ................................................................$65.00 eachInternational ...........................................................................$65.00 each

Checks Cashed.............................................................................$0.15 eachChecks Deposited.......................................................................$0.15 each3

Canadian Checks Deposited.....................................................$2.50 eachChecks Paid ................................................................................$0.15 each3

Checks Paid Rejects > 3%........................................................$0.75 eachChecks Paid Rejects > 5%........................................................$1.50 eachChecks Paid Rejects > 10% ......................................................$3.00 each

Coin Rolls Supplied ......................................................................$0.10/rollDaily or Weekly Statements.....................................................$5.00/monthDeposit Tickets or Deposit Transactions

w/o a Physical Deposit Ticket .................................................$0.25 each3

Duplicate Statements...................................................................$5.00 eachForeign Drafts ..........................................................................$25.00 each

Canadian Drafts......................................................................$12.00 eachInsufficient Funds (NSF)/Overdraft Fees:

Items (including electronic debits) drawn on insufficient funds or uncollected balances ............................$40.00/item4

Extended overdrafts .........................................................................$40.005

Overdraft Transfers from Savings..............................................$10.00 eachReturned Deposited Items...........................................................$5.00 eachResearch:

Extra Copies of Statement .......................................................$5.00 eachPhotocopies .............................................................................$2.00 each

Stop Payment Orders ................................................................$15.00 each

Commercial Deposit Account Fee Schedule

©2016 Manufacturers and Traders Trust Company Member FDIC

BD-14876