provide an incentive to key employees of the Bank to further the development, growth and profitability of the Bank,

contribute to providing such Eligible Employees with a total compensation and rewards package that is comparable to industry practice and,

assist the Bank in retaining and attracting executives with experience and ability.

In this Plan, unless the context otherwise requires, the following terms have the meaning indicated:

Grant of Options

Payment of Specified Price

The Specified Price for the Shares covered by an Option granted under this Plan shall be paid in full at the time of exercise of such Option.

As established under the Plan and in accordance with such procedures as may be determined by the Committee from time to time, payment in full may be made by way of a cashless exercise, provided that in all circumstances the number of Shares underlying the exercised Options will be fully deducted from the number of Shares eligible to be issued under the Plan reserve.

Option Period

Subject to Section 5.3.2, each Option and each SAR shall be exercisable during a period established by the Committee provided that such period shall expire on a date (the “Expiry Date”) that is no later than ten (10) years after the day of grant.

Unless otherwise decided by the Committee, the following rules shall apply:

for awards granted prior to December 1, 2019, in the event of the Retirement or the Disability of a Participant, the Options and SARs held by such Participant shall continue to vest, and any Options or SARs exercisable by such Participant sixty (60) months after the date that the Participant has retired or become disabled, and not exercised by such date, shall terminate on such date; and

in the event of death of the Participant either before or after Retirement, the Options and SARs shall vest immediately and any Options or SARs exercisable by such Participant’s legal successor twenty-four (24) months after the date of the Participant’s death, and not exercised by such date, shall terminate at the end of such period;

in the event that the Participant ceases to be a full-time employee of the Bank for any reason other than Retirement, Disability, or death, any Options and SARs which are not vested on the date on which the Participant ceases to be an employee shall be cancelled, any Options and SARs which are vested on the date on which the Participant ceases to be an employee shall be exercisable by such Participant for a period of three (3) months from such date and if they are not exercised they shall be cancelled, subject to such exceptions as the Committee may at any time determine; provided that any such exception shall not be applicable to a U.S. Taxpayer to the extent that it would cause such Option or SAR to constitute deferred compensation under Section 409A of the Code; and

if the Expiry Date for an Option occurs during a Blackout Period applicable to the relevant Participant, or within ten (10) Business Days after the expiry of a Blackout Period applicable to the relevant Participant, then the Expiry Date for that Option shall be the date that is the tenth (10th) Business Day after the expiry date of the Blackout Period (the “Blackout Expiry Date”). This section 5.3.2(d) applies to all Options outstanding under this Plan.

Exercise of Options and corresponding SARs

Subject to Section 5.3, each Option and SAR may be exercised in part or in whole, but in any event in accordance with any vesting conditions established by the Committee.

Options and SARs shall be exercised in accordance with the procedures to be established by the Committee from time to time.

Upon the exercise of an Option, the corresponding SAR shall be cancelled effective the date of exercise. Upon the exercise of a SAR, the corresponding Option shall be cancelled effective the date of exercise. If an Option or a SAR is only partially exercised as to the number of shares to which it relates, the corresponding SAR or Option as the case may be, shall be cancelled only as to such number of Shares.

Share Appreciation Rights

The exercise of a SAR will entitle the Participant to a cash payment from the Bank equal to the number of Shares covered by the SAR multiplied by the amount by which the closing Share price on the Toronto Stock Exchange of the day prior to exercise exceeds the Specified Price of the corresponding Option.

Any payments resulting from the exercise of SARs will be subject to at source withholding tax.

Options Non-assignable

No Incentive Stock Options

Award Acknowledgment

No amendment to this Plan or any outstanding Option or SAR granted hereunder may be made without the approval of the shareholders of the Bank provided that the Board may, without shareholder or stock exchange approval:

make amendments of a technical, clerical or “housekeeping” nature, or to clarify any provision of the Plan;

terminate the Plan at any time;

amend the Plan, or any outstanding Option or SAR, to respond to changes in legislation, regulation, stock exchange rules or accounting or auditing requirements;

change the vesting provisions of any outstanding Option or SAR;

amend the termination provisions of the Plan or any outstanding Option or SAR provided no such amendment may result in an extension of any Option or SAR beyond its original Expiry Date; and

in the event of a Capital Reorganization, make adjustments in accordance with Section 7.

Without limiting the generality of the foregoing, shareholder approval will be required in circumstances where an amendment to the Plan would:

effect any increase to the number of shares issuable under the Plan or any change from a fixed maximum number of shares to a fixed maximum percentage;

effect any change to the definition of “Participant” or “Eligible Employee” which would expand the class of eligible recipients of Options or SARs to permit inclusion of non-employee directors;

permit Options or SARs to be transferable or assignable other than as contemplated in Section 5.6;

reduce the exercise price of any Option or SAR (including any cancellation of an Option or SAR for the purpose of reissuance of a new Option or SAR at a lower exercise price to the same person);

extend the term of any Option or SAR beyond the original term (except if such period is being extended by virtue of section 5.3.2(d) hereof); and

amend this Section 8.

Notwithstanding any other provision of this Plan, no adjustment or amendment to, or termination of, the Plan or any outstanding Option or SAR:

may, without the written consent of the affected Participant, materially impair any of the terms or conditions of any Option or SAR outstanding at the time of such amendment or termination; and

shall apply to a U.S. Taxpayer if it will cause any adverse tax consequence to such U.S. Taxpayer under Section 409A of the Code.

The Participation of an Eligible Employee in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon any such Eligible Employee any rights or privileges other than those rights and privileges expressly provided in the Plan and further described in the Award Acknowledgement. In particular, participation in the Plan does not constitute a condition of employment nor a commitment on the part of the Bank to ensure the continued employment of such Eligible Employee.

The Plan does not provide any guaranty against any loss or profit, which may result from fluctuations in the market value of the Shares.

The Bank does not assume responsibility for the income or other tax consequences for the Eligible Employees participating in the Plan and Eligible Employees are advised to consult with their own tax advisors.