JP Morgan IPMorgan Chase Bank, N.A. 125 London Wall London EC2Y SAI England 8 November 2010 Financial Trust Company Inc. GO American Yacht Harbor 6100 Red Hook Quarter B3 Charlotte Amalie VI 00802 Reference: 30000414 Re: Share Swap Transaction The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Transaction entered into between JPMORGAN CHASE BANK, N.A. ("JPMorgan") and FINANCIAL TRUST COMPANY INC (the "Counterparty") on the Trade Date specified below (the "Transaction"). This Confirmation constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below, and supersedes all or any prior written or oral agreements in relation to the Transaction. The definitions and provisions contained in the 2006 ISDA Definitions (the "Swap Definitions") and in the 2002 ISDA Equity Derivatives Definitions (the "Equity Definitions", and together with the Swap Definitions, the "Definitions"), each as published by the International Swaps and Derivatives Association, Inc. ("ISDA") are incorporated into this Confirmation. In the event of any inconsistency between the Swap Definitions and the Equity Definitions, the Equity Definitions will prevail. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. References in this Confirmation to "Transaction" shall be deemed to be references to "Swap Transaction" for the purposes of interpreting the Swap Definitions, and references in the Swap Definitions to "Swap Transaction" shall be deemed to be references to "Transaction" for the purposes of interpreting this Confirmation. I. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of 03 October 2001, as amended and supplemented from time to time (the "Agreement"), between IPMorgan and the Counterparty. All provisions contained in the Agreement govern this Confirmation except as expressly modi