Canadian Warrants

Each whole warrant will entitle the holder to purchase one common share of the bank at a price of $14 at any time prior to 5 p.m. (Toronto time) on the date which is five years following the closing of the offering. A book-entry-only certificate representing the warrants will be issued in registered form only and will be deposited with CDS Clearing and Depository Services Inc., or its nominee, on closing of the offering. A purchaser of warrants will receive only a customer confirmation from the CDS Clearing and Depository Services Inc. participant from, or through whom, the warrants are purchased.
The warrants will be governed by the terms of a warrant indenture to be dated as of March 2, 2009, between the bank and Valiant Trust Company, as warrant agent. The warrant indenture will provide for appropriate adjustments to the warrants in the event of stock dividends, subdivisions, consolidations and other forms of capital reorganization. The closing of the offering is conditional on the closing of 5.4 million privately placed preferred units at a price of $25.00 per preferred unit. The private placement units will consist of one Series 3 preferred share and 1.7857 warrants. The Series 3 preferred shares and warrants that make up the private placement units and any common shares issuable upon exercise of such warrants will be subject to resale restrictions for a four-month period from the closing of the private placement in accordance with applicable Canadian securities laws.