JPMorgan 1PMorgan Chase Bank. N A. 125 London Wall London EC2Y 5A.1 England 25 January 2011 Financial Trust Company Inc. CIO American Yacht Harbor 6100 Red Hook Quarter B3 Charlotte Amalie VI 00802 Reference No. I I Re: Share Swap Transaction Outlined below in this agreement (the "Termsheet") arc the principal terms and conditions for the Transaction (the "Transaction") between FINANCIAL TRUST COMPANY INC. (the "Counterparty") and IPMORGAN CHASE BANK, N.A. ("JPMorgan") entered into on the Trade Date specified below. This Transaction shall supplement, form a pan of and be subject to the ISDA Master Agreement dated as of 03 October 2001, as amended and supplemented from time to time (the -Agreement"), between JPMorgan and the Counterparty. This Termsheet shall be superseded by a confirmation subject to the Agreement and until such confumation is executed, this Tennsheet shall be binding upon the parties as to the terms and conditions provided herein. The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the "Equity Definitions") and the 2006 ISDA Definitions (the "Swap Definitions"), each as published by the International Swaps and Derivatives Association, Inc.. are incorporated herein. In the evens of any inconsistency between the Equity Definitions and this Terntsheet, this Termsheet shall govern for the purpose of this Transaction. This Termshat supersede any and all prior written or oral ligaments in relation to this Transaction. I. The terms of the particular Transaction to which this Termsheet relates arc as follows: General Terms: Trade Date: January 25, 2011 Effective Date: January 28, 2011 Termination Date: The Cash Settlement Payment Date Shares: Apple Inc. (the "Issuer") (Exchange Identifier: AAPL) Exchange: The NASDAQ Global Select Market Related Exchange: All Exchanges Eoultv Amounts: Equity Amount Payer: JPMorgan Number of Shares: 8.860 JPMorgan Chase Bank. National Associatio