ONLINE BANKING WITH SOFTWARE AGREEMENT

Effective June 1, 2012

The terms of this Online Banking with Software Agreement ("Agreement") supplement, and supersede where inconsistent, the terms of your account agreement with Union Bank, N.A. ("us," "we" or "Bank") and/or UnionBanc Investment Services1 ("us," "we" or "Investment Services"). In this Agreement, "you" refers to each person applying for the Online Banking with Software service ("Service") and each owner of the accounts accessed by the Service. Your use of the Service will be further evidence of your agreement to these terms and the other agreements that we provide to you.

1. APPLICATION FOR SERVICE. You certify that all statements in your Service and account application are true and complete. You authorize us to obtain such information, including credit reports, as we may require concerning you and your application. You agree to inform us promptly of any change in your name, address, including e-mail address, or employment.

2. ELECTRONIC AGREEMENT. If you are accessing this Agreement online, you are agreeing to enter into this Agreement electronically. You further are confirming that you have downloaded or printed a copy of this Agreement for your records. We will make a copy of the Agreement available to you in written form at your request.

3. ELECTRONIC COMMUNICATIONS. If you enroll in the Service, you consent to and agree that:

(a) Any notice, record or other type of information that is provided to you in connection with your accounts or the Service, such as account disclosures, change-in-terms notices, privacy disclosures, fee schedules, transaction notices and alerts, and any other type of notice, (each a "Customer Notice"), may be sent to you electronically by either posting the information at our protected web site, communicating with you through the personal financial management software, or by sending it to you by e-mail. A Customer Notice sent to any account owner shall be deemed sent to, and received by, all account owners.

(b) We will not be obligated to provide any Customer Notice to you in paper form unless you specifically request us to do so. Your consent to receive Customer Notices electronically remains in effect until you withdraw your consent, close your account, or discontinue or terminate the Service with us. You may withdraw this consent to receive electronic delivery of Customer Notices by calling us at the address and telephone number in Section 22. However, withdrawing your consent means you may no longer be able to access the Service.

(c) You may obtain a paper copy of a Customer Notice by contacting the Bank’s Retail Customer Service Department at 1 800 238 4486. Unless set forth in the All About Personal (or Business) Accounts & Services Disclosure and Agreement, you will not be charged a fee.

(e) In order to receive Customer Notices online you must maintain computer hardware and software of sufficient capability to be able to access and retain them electronically. For computer requirements, visit www.unionbank.com/computerrequirements.

4. THE SERVICE. The Service allows you to:

• Obtain account balance and transaction information for your Activated Accounts (as “Activated Account” is defined in Section 7 hereof)
• Transfer funds between Activated Accounts
• Pay bills to merchants, institutions or individuals with a U.S. address
• Send electronic mail (“email”) to us (but see Section 22 below)

5. COMPUTER REQUIREMENTS. The Service requires you to have certain computer capabilities, which we may change from time to time without prior notice to you. Refer to www.unionbank.com/computerrequirements for our current computer requirements. You may use only one type of software and one data file with the Service. Using more than one type of software or data file may cause payment errors and other problems for which we will not be responsible.

6. BUSINESS DAYS. In this Agreement, the term “Business Day” means Monday through Friday, excluding bank holidays.

7. ACTIVATED ACCOUNTS. You can have the following types of Union Bank (“Bank”) or UnionBanc Investment Services (“Investment Services”) accounts connected to the Service: checking accounts, savings accounts, MoneyMarket deposit accounts, personal and small business lines of credit, Cash Reserve line of credit, and Portfolio Connection® accounts. We may allow other types of accounts to be connected to the Service from time to time. Connected accounts are referred to as "Activated Accounts." We reserve the right to determine which accounts can be connected to the Service.

8. AUTHORIZED PERSONS. If you are approved for this Service, you may act alone in using the Service to perform transactions involving any Activated Account.

9. PASSWORD. You may begin using the Service only after we have provided you with a password or PIN. When you sign up for the Service, we will mail a temporary password or Personal Identification Number ("PIN"). During your first use of the Service, you will be required to select your own password. If you have designated different users for your Service, each will be issued a separate password. To help safeguard your security, you should change your password frequently. Do not write your password on your computer. If you forget your password, call us at 1-800-238-4486 to regain access. You agree to keep your password confidential in order to prevent unauthorized access to your accounts and the Service. No Union Bank employee will ever ask you for your password. You should never include your password in any verbal, written, faxed, or e-mail communication with us. Your password can be changed within the Service. You will have a separate password or PIN to access Retail Customer Service and Automated Customer Service.

10. BALANCE AND TRANSACTION INFORMATION. You can use the Service to obtain balance and transaction information about your Activated Accounts. With certain exceptions, as described below, your transactions and account balance are current as of the close of the previous Business Day. Your Available Balance also is shown on the Service, which takes into account holds and transactions posted or memo posted since the close of the previous Business Day. If you overdraw your checking account and you have Savings Overdraft Protection, the credit to your checking account will appear on the day the checking account is overdrawn, and the debit to your savings account will not appear until the following day. This means that your savings account balance will be overstated by the transfer amount for one day. If a transfer exceeds the available credit on your Cash Reserve or line of credit, the funds will appear in the account to which you transferred them, but will not be available for withdrawal. The transfer may be reversed the following Business Day. Due to timing differences between cut-off times for Money Market Fund transactions and Bank processing of deposits, checks and Union Bank Debit/ATM Card transactions, the Available Balance reported for Portfolio Connection accounts represents the Money Market Fund balance as of the end of business two Business Days prior.

11. RETAIL CUSTOMER SERVICE and AUTOMATED CUSTOMER SERVICE. As a Bank or Investment Services customer, you automatically have access to your account information through the Bank's Retail Customer Service and Automated Customer Service, the Bank's 24-hour telephone client service departments. The terms and conditions governing Telephone Banking are provided in the All About Personal (or Business) Accounts & Services Disclosure and Agreement.

12. ONLINE BILL PAYMENT. Our Online Bill Payment service allows you to schedule bill payments through the Service seven days a week. Through Online Bill Payment you can:

• Make payments to individuals, businesses, or merchants from up to 10 designated Activated Accounts
• Set up payments to be made on a recurring basis (not available with all types of software)
• Schedule non-recurring payments in advance
• Cancel payment requests for previously scheduled but unissued payments

(a) Payment Account -- Each time you make an Online Bill Payment, you must indicate the Activated Account from which you wish the payment to be made (the "Payment Account"). Online Bill Payment is not available for certain types of accounts. Refer to the All About Personal (or Business) Accounts & Services Disclosure and Agreement for details.

(b) Payment Method -- We will complete your Online Bill Payment by transferring funds electronically from the Payment Account to the payee, or by mailing or otherwise delivering a check payable against your Payment Account to the payee. The determination to make a payment electronically or by check is at the Bank's discretion. A "payee" is a person or business you are paying. You can designate payees only with United States addresses. We may refuse to accept certain parties as payees or may delete payees from our system if you do not transfer funds to them for an extended period of time.

(c) Timing and Scheduling Your Payments -- To allow time for the payee to receive your payment, you must schedule the payment sufficiently in advance to allow for processing and delivery time. The required advance time for a particular payment is at least four Business Days before the "Due Date." The "Due Date" Is the day by which the payee indicates payment is due. We recommend that you do not schedule the payment to be made during a grace period that your payee grants between the Due Date and the date by which the payment is considered late. The Bank will not be liable for late charges, penalties, interest, finance charges and other damages if you schedule your payment to be paid during a grace period.

Most payments will be withdrawn from your Payment Account on the Due Date; however, some payments may be withdrawn from your account up to 3 Business Days prior to the Due Date. For payments made electronically, your Payment Account will be debited on the Due Date you indicate. For payments made by check, your Payment Account will be debited when the check is presented for payment, which may be up to 3 Business Days prior to the Due Date. You must have sufficient available funds in your Payment Account on the day we attempt to withdraw funds in order for payment to be made.

If there are insufficient available funds in an account you designate to make the payment, or if making the payment would cause your line of credit account to exceed your credit limit, we may refuse or reverse the payment. If we choose, we may complete the payment by overdrawing your account or by making an advance on your line of credit in excess of your credit limit. We will charge a fee for each payment request that would overdraw your account (or exceed your credit limit) whether or not we complete the payment. We are not responsible for making subsequent attempts to complete a payment in the event there are not sufficient available funds in your Payment Account at the time we attempt to make the payment.

The Bank assumes no responsibility for late payments if you do not properly schedule and submit your request. To ensure that critical or time-sensitive payments, such as insurance premiums, are made in a timely manner, we recommend that you schedule those payments well in advance of their Due Dates. Payees may require extra time to post a payment to your account because they do not receive a payment coupon or invoice number with the payment. Some payees disclose the extra processing time they require to post payments that do not include a payment coupon or invoice. Recurring payments may be set up to occur at regular intervals. They must be for the same amount each time. Any scheduled or recurring payment request you designate that falls on a Saturday, Sunday or a Bank holiday will be made on the following Business Day. Recurring payments are not available with all types of software. Refer to the All About Personal (or Business) Accounts & Services Disclosure and Agreement.

(d) Caution Regarding Tax Payments -- We discourage you from using Online Bill Payment to pay federal, state or local tax agencies. Those agencies frequently require that coupons accompany payments, which cannot be done through Online Bill Payment. For this reason, unless the Bank made an error in scheduling a payment, the Bank will not be liable for penalties, interest or other damages of any kind to tax agencies.

(e) Disconnected Service -- If you are disconnected from the Service for any reason before you log out, we recommend that you call us at 1-800-238-4486 immediately to determine if payments ordered during the connection were successfully transmitted. Do not reissue any payment requests made during the interrupted session unless you have been advised to do so by us. Otherwise, a duplicate payment could result. You authorize us to pay any duplicate payments you issue. We will not be responsible for any payee's refusal to return any duplicate payments issued by you.

(f) Rejected Payment Requests -- Payment requests may be rejected if they appear to be fraudulent or erroneous. A payment request may also be refused if there is any uncertainty regarding the transacting party's authority to conduct the transaction, or if there is any dispute or uncertainty regarding the ownership or control of the Payment Account.

We reserve the right to reject your payment request if profane, abusive or threatening language is used in your Online Bill Payment instruction. Use of such language may result in cancellation of the Service.

(g) No Signature Required -- When a payment is requested using Online Bill Payment, you agree that we may charge your account to make the payment without your signature. When using the Service to make transfers from accounts, you agree that we may take any action required to obtain loan advances on your behalf, including charging the Activated Account you designated without your signature.

(h) Canceling Online Bill Payments -- After a payment request is transmitted, you may use Online Bill Payment to cancel the payment if the payment has not yet been made. A cancellation request made through the software (called a "voiding" request in some software) must be made at least five Business Days before the payment is scheduled to be made. If you wish to cancel an online bill payment that you previously authorized, and it is too late to cancel the payment through the software, contact us at 1-800-238-4486. If your payment is sent electronically, it can be canceled only if we receive your request more than three business days before the "Due Date" of the payment. You must contact us to determine if your payment is being sent electronically or by mail and whether the cancellation request has been received in sufficient advance time to cancel the payment. If the cancellation request is not transmitted or received with sufficient advance time to cancel the payment, you are responsible for the payment. Your cancellation request is considered a “payment request” for billing purposes, but is not a "stop payment" as defined in your deposit agreement with us.

If you have told us in advance to make regular payments out of your account, you can stop any of these payments by writing to us at:

Union Bank, N.A.
Union Direct Banking Center
P.O. Box 2306
Brea, California 92822-2306

or call us at 1-800-238-4486. We must receive your request at least three Business Days before the payment is scheduled to be made. If you fail to give us your request at least three Business Days prior to a payment, we may attempt, at our sole discretion, to cancel the payment. We assume no responsibility for our failure or refusal to do so, however, even if we accept the request for processing. If you call, we may also require you to put your request in writing and get it to us within 14 days after you call; otherwise, the oral request may be disregarded 14 days after it has been made. Your request should specify the exact amount (dollars and cents) of the payment you want to cancel, the date of the payment, and the identity of the payee. You should notify the designated payee in writing that you are canceling payment, as we generally will not do so. If you order us to cancel one of these payments at least three Business Days before the payment is scheduled and we do not do so, we will be liable for your losses or damages

13. TRANSFERS. You may transfer funds between Activated Accounts up to the amount of available funds in your Activated Account. Transfers to and from your Activated Accounts are posted to your account the same business day.

We reserve the right to change the maximum dollar limits for transfers at any time at our discretion. Funds availability and cutoff times are set forth in Section 17 of this Agreement. If there are insufficient available funds in an account you designate to make a transfer, or if making a transfer would cause your line of credit account to exceed your credit limit, we may refuse or reverse the transfer. If we choose, we may complete the transfer by overdrawing your account or by making an advance on your line of credit in excess of your credit limit. We will charge a fee for each transfer request that would overdraw your account (or exceed your credit limit) whether or not we complete the transfer. Each transfer made from a line of credit account will be treated as a loan advance.

For security reasons online payments and transfers to businesses, merchants, or Activated Accounts may be limited at our discretion. Transfers initiated through the Service may be suspended or your limits may be reduced without notice, if a) your account with us is not in good standing, b) you have had an overdraft, an over-limit item, or an item returned for insufficient funds with respect to any Union Bank account during in the last 6 calendar months, c) you have had any prior transfers canceled, revoked, or uncompleted due to insufficient funds, revoked authorization, stopped payments, frozen accounts, or any similar reason, or d) we suspect fraudulent activity by you or anyone else on your account.

14. INFORMATION STORAGE AND RETRIEVAL. We warehouse account statement information for 10 days after your statement is mailed. Depending on when you sign up for the Service, your first download will contain between 11 and 60 days of transactional information up to a maximum of 1,000 transactions. You must download transactional information at least once every 60 days if you wish to see all of your account information on your computer. Past statement information also can be obtained by contacting us at 1-800-238-4486 or your branch of account and requesting a hard copy of your past statements. We may impose a fee for such copies.

15. CANCELING CUSTOMER NOTICES. You may withdraw your consent to receive electronic delivery of Customer Notices by calling us at 1-800-238-4486, or writing to us at PO Box 2306, Brea CA, 92822. However, withdrawing your consent means you may no longer be able to access the Service. At your request, we will provide you, at no cost, with a paper copy of any Customer Notice previously posted on our web site or contained in an e-mail we sent you within the preceding 3-month period.

16. FEES. You agree to pay us the fees and charges imposed in connection with the Service and your transactions. Fees for use of the Service are included in the applicable Personal or Business Fee Schedule. We may deduct the fees from the Activated Account you designate during the enrollment process (the "Billing Account"). If the Billing Account is overdrawn, closed, or has insufficient funds for any reason, you authorize us, at our sole discretion, to deduct such fees from any other account you maintain with us.

If you change software or otherwise use more than one type of software in a month, all sessions and payment requests made during that month will be aggregated to determine whether extra session or extra payment fees described below apply. Extra session, extra payment, and all monthly fees thereafter will be based on the highest of the rates for any of the software types you used that month, until such time as you notify us that you have ceased using that software type.

17. HOURS OF OPERATION AND CUTOFF HOURS. The Service is available to you 24 hours a day; 365/366 days a year, except at times of "Service Unavailability" (see Section 18). Your Activated Account information is typically updated at 7:30 a.m. (Pacific Time) Tuesday through Friday and 9:30 a.m. (Pacific Time) on Saturday, except on Bank holidays.

We will process your request for online bill payments at the end of the Business Day if you complete and transmit the request by 9:00 p.m. (Pacific Time) (the "Cutoff Time"), Monday through Friday, except on Bank holidays. Transfer requests submitted after the Cutoff Time or on non-Business Days will be considered requested as of the next Business Day. If you attempt to send transaction requests near the Cutoff Time, and your request is not completed before the Cutoff Time, your transaction requests may be deemed received as of the next Business Day. The exact timing of the update time or the Cutoff Time may vary without advance notice. We will not be responsible for any loss or delay related to any variation.

18. SERVICE UNAVAILABILITY. Access to the Service may be unavailable without notice at certain times for the following reasons.

(a) Scheduled Maintenance -- There will necessarily be periods when systems require maintenance or upgrades. These typically occur from 12a.m. to 4 a.m. (Pacific Time).

(b) Unscheduled Maintenance -- The Service may be unavailable when unforeseen maintenance is necessary.

(c) System Outages -- Major unforeseen events, such as earthquakes, fires, floods, computer failures, interruptions in telephone service or electrical outages may interrupt Service availability. Although we undertake reasonable efforts to ensure the availability of the Service, we will not be liable in any way for its unavailability or for any damages that may result from such unavailability.

19. TRANSACTION LIMITATIONS. Federal law limits the number of transfers and withdrawals from savings accounts and money market deposit accounts. You may not make more than a total of six withdrawals and/or transfers from these accounts each monthly statement period by check (for accounts with check privileges), preauthorized or automatic transfer, draft, debit card, data transmission, or telephonic agreement. Such limited transactions include online, telephone, and Savings Overdraft Protection Plan transfers. We will impose a fee for each transaction that exceeds the limit for a Savings Account or a Money Market Account. Excessive activity during a single month may result in account closure or conversion to another account type, without prior notice to you. Please see the All About Personal (or Business) Accounts & Services Disclosure and Agreement and/or fee schedule. In addition, we reserve the right to limit the frequency and dollar amount of transactions from your Activated Accounts for security reasons.

20. OUR LIABILITY FOR FAILING TO COMPLETE A TRANSACTION. If we do not complete a transfer to or from your account on time or in the correct amount according to our agreement with you, we will be liable for your losses or damages. There are some exceptions, however. We will not be liable, for instance, if: you fail to provide us with timely, complete and accurate information for any transaction; through no fault of ours, you do not have enough available funds or credit availability in your account to make the payment or transfer; the payment or transfer would exceed the credit limit under any credit arrangement established to cover negative balances; your computer, Internet connection and/or software malfunctioned for any reason; or the transaction could not be completed due to Service Unavailability; circumstances beyond our control (such as fire, flood, water damage, power failure, strike, labor dispute, computer breakdown, telephone line disruption or a natural disaster) prevent or delay the transfer despite reasonable precautions taken by us; the system or terminal was not working properly and you knew or should have known about the problem when you started the transaction; the funds in your account are subject to legal process, an uncollected funds hold or are otherwise not available for withdrawal; the payment account is closed or frozen; the information supplied by you or a third party is incorrect, incomplete, ambiguous or untimely; you did not properly follow Service instructions on how to make the transfer or payment (this includes incorrect date, amount and/or address information); you did not authorize a payment early enough for the payment to be scheduled, transmitted, received, and credited by the payee's Due Date; we made a timely payment but the payee refused to accept the payment or did not promptly credit your payment after receipt; or any third party through whom any bill payment is made fails to properly transmit the payment to the intended payee. There may be other exceptions stated in our agreements with you.

If you are a business or if your account was established for other than personal, family or household purposes, we will have no liability for consequential, remote or indirect damages resulting from any failure to complete a transaction, even if we have been advised of the possibility of such damages.

21. EXCLUSION OF CERTAIN DAMAGES. You agree that, to the extent permitted by law, in no event will we or any of our officers, directors, shareholders, parents, subsidiaries, affiliates, agents, licensors, or third party service providers be liable for any consequential (including, without limitation, loss of data, files, profit or goodwill or the costs of procurement of substitute goods or service), indirect, incidental, special or punitive damages, whether in an action under contract, negligence or any other theory, arising out of or in connection with your use of the Service, even if we or any related party has been advised of the possibility of such damages.

22. YOUR LIABILITY FOR UNAUTHORIZED ELECTRONIC FUND TRANSFERS. Consumer Accounts: Tell us AT ONCE if you believe your password or PIN has been lost or stolen. Telephoning is the best way of limiting your possible losses (see Section 22). You could lose all the money in your account (plus your maximum line of credit). If you tell us within two Business Days that your password as been lost or stolen, you can lose no more than $50 if someone used your password without your permission. If you do NOT tell us within two Business Days after you learn of the loss or theft of your password, and we can prove we could have stopped someone from using your password without your permission if you had told us, you could lose as much as $500. Also, if your statement or information you access online shows transfers that you did not make, tell us at once. If you do not tell us within 60 days after the statement was mailed to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we may extend the time periods.

Business Accounts: Business Accounts: The limitations on customer liability set forth in the preceding paragraphs do not apply to accounts held by businesses. Business customers agree to review promptly all statements, Customer Notices and transaction information made available to them, and to report all unauthorized transactions and errors to us immediately. Business customers agree that we may process payment and transfer instructions which are submitted with a correct PIN, and agree that such instructions will be deemed effective as if made by them, even if they are not transmitted or authorized by the customer.

23. HOW TO CONTACT US. For questions regarding the Service, call us at 1 800 238 4486, or write to us at Union Bank, N.A., Direct Banking Center, P.O. Box 2306, Brea, CA 92822-2306.

Telephoning us is the fastest way to reach us. We may not immediately receive e mail that you send to us. Therefore, you should not rely on e mail if you need to communicate with us immediately, for example, if you need to report a lost or stolen card or password, or report an unauthorized transaction from one of your accounts. We cannot take action based on your e mail requests until we actually receive your message and have a reasonable opportunity to act. E mail may not be used to request account information or to conduct transactions with us (such as wire transfer requests, loan payments or funds transfers). Also, because e mail you send to us may not be secure, do not include confidential information. If in doubt, contact us at 1 800 238 4486 or call your banking office.

24. IN CASE OF ERRORS OR QUESTIONS ABOUT YOUR ELECTRONIC FUND TRANSFERS. Consumer Accounts: Telephone us at 1-800-238-4486, or write to us at Union Bank, N.A., Direct Banking Center, P.O. Box 2306, Brea, CA 92822-2306 as soon as you can if you think your statement is wrong or if you need more information about a transfer listed on the statement. We must hear from you no later than 60 days after we sent the first statement on which the problem or error appeared. (1) Tell us your name and account number. (2) Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information. (3) Tell us the dollar amount of the suspected error. If you tell us orally, we may require that you send us your complaint or question in writing within 10 Business Days. We will tell you the results of our investigation within 10 Business Days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will re-credit your account within 10 Business Days for the amount you think is in error, so that you will have the use of the money during the time that it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 Business Days, we may not re-credit your account. If we decide that there was no error, we will send you a written explanation within three Business Days after we complete our investigation. You may ask for copies of the documents that we used in our investigation.

The time limits and provisional re-crediting procedures described in the preceding paragraph do not apply to businesses, which are subject to the provisions of the All About Business Accounts & Services Disclosure and Agreement.

25. REPORTING UNAUTHORIZED TRANSACTIONS. If you believe your password or PIN has been lost, stolen, or discovered by another person, or that someone has transferred or may transfer money from your account without your permission, call us at 1-800-238-4486 or write to us at: Union Bank, N.A., Direct Banking Center, P.O. Box 2306, Brea, California, 92822-2306.

26. ONLINE PRIVACY. Please see “Online Privacy Practices” at our website for information about how we gather, use and secure nonpublic personal information about you. We may release information about your accounts and the transactions you perform to our affiliates, to companies that perform marketing services on our behalf, to other financial institutions with whom we have joint marketing agreements, or as permitted by law. We may disclose information, for example: (a) where it is necessary or helpful for completing a transfer; (b) to report the existence, history and condition of your account to credit reporting agencies; (c) to comply with government agency and court orders; (d) if you give us your consent; and (e) if you are a business, in response to trade inquiries.

27. NON-USAGE AND CANCELLATION OF SERVICE. You may cancel the Service by sending a written notice to the Direct Banking Center, P.O. Box 2306, Brea, CA 92822-2306. Closing your account will not automatically cancel the Service. Recurring payments and previously transmitted payment requests may continue to be processed. Non-usage of the Service for 60 consecutive days may result in either termination of the Service or discontinuance of any service fee waiver at our sole discretion. You agree that, at any time after such notice or period of non-use, we may discontinue both the Service and/or any waiver of charges that ordinarily apply to this or any other services provided by Bank or Investment Services in connection with a promotional offer of the Service (e.g., free use of non-Bank ATMs or free Service or Online Bill Payment). We strongly suggest that you cancel all recurring and future bill payments before you cancel your Service, either by deleting those payments yourself using the Service or by calling the Direct Banking Center at 1-800-238-4486. This will ensure that future payments and transfers made by you will not be duplicated. We may automatically delete, without notice, all outstanding payment orders (all individual payments and all recurring payments) once we have been notified that your service has been terminated.

28. TERMINATION OF SERVICE. We may suspend or terminate your Service at any time, with or without cause and without affecting your outstanding obligations under this Agreement. We may immediately take this action if: you breach this or any other agreement with us; we have reason to believe that there has been or may be an unauthorized use of your account or PIN; there are conflicting claims to the funds in your account; or you request that we do so.

29. SEVERABILITY. If any provision of this Agreement is determined to be void or invalid, the rest of the Agreement will remain in full force and effect.

30. OTHER TERMS. This Agreement supplements the agreements of the various Activated Accounts you have connected to your Service. Please see those agreements for other details regarding your accounts, fees and transactions.

31. CHANGES TO THE SERVICE OR THIS AGREEMENT. We may change or cancel the Service at any time without cause, subject to applicable laws and regulations. We may amend (add to, delete or change) the terms of this Agreement by sending you advance notice of the amendment by e mail, by mail, or through the software. You agree to review any changes to this Agreement promptly upon receipt of our Customer Notice. By continuing to use the Activated Account(s) or related services that are subject to the change after the effective date for a change in terms set forth in a Customer Notice, you indicate your agreement to the changes.

32. DISPUTES. If you have an Activated Account at a banking office in California, or if your Activated Account(s) is/are with Investment Services, the following applies, but only to transactions involving the Bank, including transactions using the Bank's Online Banking Service: All claims, causes of action, or other disputes concerning this Agreement (each a "Claim"), including all questions of law or fact relating thereto, shall, at the written request of any Party, be determined by Judicial Reference pursuant to the California Code of Civil Procedure. The Parties shall select a single neutral Referee, who shall be a retired state or federal judge. In the event that the Parties cannot agree upon a Referee, the Court shall appoint the Referee. The Referee shall report a Statement of Decision to the Court. Nothing in this paragraph shall limit the right of any Party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The Parties shall bear the fees and expenses of the Referee equally, unless the Referee orders otherwise. The Referee shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph. The Parties acknowledge that a jury will not decide the Claims.

If you have an Activated Account at a banking office in Oregon or Washington, or if your Activated Account(s) is/are with Investment Services, the following applies, but only to transactions involving the Bank, including transactions using the Bank’s Online Banking Service: To the maximum extent permitted by law, you and the Bank intentionally and deliberately give up the right to a trial by a jury to resolve all claims, causes of action, or other disputes concerning this Agreement (each a "Claim"), including all questions of law or fact relating thereto.

If the waiver of jury trial set forth above is not enforceable for any reason, then the Parties hereby agree that all Claims, including all questions of law or fact relating thereto, shall, at the written request of any Party, be determined by Judicial Reference pursuant to the applicable statutes of Oregon or Washington, as appropriate. The Parties shall select a single neutral Referee, who shall be a retired state or federal judge. In the event that the Parties cannot agree upon a Referee, the Court shall appoint the Referee. The Referee shall report a Statement of Decision to the Court. Nothing in this paragraph shall limit the right of any Party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies.

The Parties shall bear the fees and expenses of the Referee equally, unless the Referee orders otherwise. The Referee shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph. The Parties acknowledge that a jury will not decide the Claims.

© 2012 Union Bank, N.A. All rights reserved. Member FDIC

UnionBanc Investment Services LLC is a registered broker-dealer, investment advisor, member FINRA (www.finra.org)/SIPC (www.sipc.org), and a subsidiary of Union Bank N.A. Non-deposit investment products available through UnionBanc Investment Services:

• Are NOT insured by the FDIC or by any other federal government agency
• Are NOT Bank deposits
• Are NOT guaranteed by the Bank of any Bank affiliate
• Are subject to investment risk, including the possible loss of principal

Portfolio Connection® is available through UnionBanc Investment Services.