TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
> INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
> PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
> BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
> RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
> OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
> SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
> REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL
> GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
> SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY AND THE
> TRANSFER AGENT AND REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER,
> SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN
> OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO
> EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
> THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS "OFFSHORE
> TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO
> THEM BY REGULATION S UNDER THE SECURITIES ACT."
You have advised the Company that you will make offers (the "Exempt
Resales") of the Preference Shares purchased by you hereunder on the terms set
forth in each of the Pricing Disclosure Package and the Offering Memorandum, as
amended or supplemented, solely to (i) persons whom you reasonably believe to be
"qualified institutional buyers" as defined in Rule 144A under the Securities
Act ("QIBs") and (ii) outside the United States to certain persons who are not
U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation
S")) (such persons, "Non-U.S. Persons") in offshore transactions in reliance on
Regulation S. Those persons specified in clauses (i) and (ii) are referred to
herein as the ("Eligible Purchasers"). You will offer the Preference Shares to
Eligible Purchasers initially at a price equal to 100.00% of liquation
preference. Such price may be changed at any time without notice.
3
Holders (including subsequent transferees) of the Preferred Shares
will have the registration rights set forth in the registration rights agreement
attached hereto as Exhibit A (the "Registration Rights Agreement") between the
Company and the Initial Purchasers to be dated April 5, 2007 (the "Closing
Date"), for so long as such Preferred Shares constitute "Transfer Restricted
Securities" (as defined in the Registration Rights Agreement). Pursuant to the
Registration Rights Agreement, the Company will agree to file with the
Commission under the circumstances set forth therein, a registration statement
under the Securities Act (the "Exchange Offer Registration Statement") relating
to the Company's Fixed/Floating Series A Perpetual Non-Cumulative Preference
Shares (the "Exchange Preference Shares") to be offered in exchange for the
Preference Shares. Such portion of the offering is referred to as the