J.P. Morgan GRID TIME PROMISSORY NOTE (LIBOR/PRI M E/MONEY MARKET) S50,000,000.00 Dated as of November 10, 2010 For value received, Financial Trust Company, Inc. (the "Borrower") hereby promises to pay to the order of JPMorgan Chase Bank, N.A. (the "Bank") at its office at 270 Park Avenue, New York, New York 10017- 2070 for the account of the lending office of the Bank, the principal amount of each loan made by the Bank to the Borrower or, if less, the aggregate unpaid principal amount of all loans made to the Borrower by the Bank and outstanding under this Note (the "Loans"), up to an aggregate principal amount of Fifty Million Dollars ($50,000,000.00) on the Maturity Date (as defined below) of each such Loan. The Borrower promises to pay interest on each Interest Payment Date on the unpaid balance of the principal amount of each such Loan from and including the date of such Loan to such Maturity Date at either (i) a floating rate per annum equal to the Prime Rate (such Loan a "Prime Loan"), (ii) a fixed rate per annum equal to the Adjusted Libor Rate applicable to such Loan plus 1.00% (such Loan a "Libor Loan"), or (iii) a fixed rate per annum equal to the Money Market Rate applicable to such Loan (such Loan a "Money Market Loan"). After the occurrence of an Event of Default, principal shall bear interest from and including the date of such Event of Default until paid in full at a rate per annum equal to the Default Rate, such interest to be payable on demand. Interest shall be payable on the relevant Interest Payment Date and shall be calculated on the basis of a year of 360 days for the actual number of days elapsed. All payments hereunder shall be made in lawful money of the United States and in immediately available funds. Any extension of time for the payment of the principal of this Note resulting from the due date falling on a non-Banking Day shall be included in the computation of interest. The date, amount, type and Maturity Date of,