Exhibit
10.2


UNITED STATES DEPARTMENT OF THE TREASURY

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220


February __, 2009


Ladies and Gentlemen:


          Reference
is made to that certain Letter Agreement incorporating the Securities Purchase
Agreement – Standard Terms dated of as of the date of this letter agreement
(the “Securities
Purchase Agreement”) between United States Department of Treasury (“Investor”)
and the company named on the signature page hereto (the “Company”). Capitalized terms
used but not defined herein shall have the meanings assigned to them in the
Securities Purchase Agreement.


          The
American Recovery and Reinvestment Act of 2009, as it may be amended from time
to time (the “Act”), includes
provisions relating to executive compensation and other matters that may be
inconsistent with the Securities Purchase Agreement, the Warrant and the
Certificate[s] of Designation (the “Transaction
Documents”). Accordingly, Investor and the Company desire to confirm
their understanding as follows: 


          1.          Notwithstanding
anything in the Transaction Documents to the contrary, in the event that the
Act or any rules or regulations promulgated thereunder are inconsistent with
any of the terms of the Transaction Documents, the Act and such rules and
regulations shall control.


	
 

	
 


	
 

	
2.          For
  the avoidance of doubt (and without limiting the generality of Paragraph 1):


	
 

	
 


	
 

	
             (a)          the
  provisions of Section 111 of the Emergency Economic Stabilization Act of
  2008, as amended by the Act or otherwise from time to time (“EESA”), shall apply to the Company;


	
 

	
 


	
 

	
             (b)          the
  waiver to be delivered by each of the Company’s Senior Executive Officers
  pursuant to Section 1.2(d)(v) of the Securities Purchase Agreement shall, in
  addition, be delivered by any additional highly compensated employees
  required by applicable rules or regulations under EESA; 


	
 

	
 


	
 

	
             (c)          the
  Company’s chief executive officer and chief financial officer shall provide
  the written certification of compliance by the Company with the requirements
  of Section 111 of EESA in the manner specified by Section 111(b)(4)
  thereunder or in any rules or regulations under EESA; and


	
 

	
 


	
 

	
             (d)          the
  Company shall be permitted to repay preferred shares, and when such preferred
  shares are repaid, the Investor shall liquidate warrants associated with such
  preferred shares, all in accordance with the Act and any rules and
  regulations thereunder.











          From
and after the date hereof, each reference in the Securities Purchase Agreement
to “this Agreement” or “this Securities Purchase Agreement” or words of like
import shall mean and be a reference to the Agreement (as defined in the
Securities Purchase Agreement) as amended by this letter agreement.


          This
letter agreement will be governed by and construed in accordance with the
federal law of the United States if and to the extent such law is applicable,
and otherwise in accordance with the laws of the State of New York applicable
to contracts made and to be performed entirely within such State.


          This
letter agreement, the Securities Purchase Agreement, the Warrant, the
Certificate[s] of Designation and any other documents executed by the parties
at the Closing constitute the entire agreement of the parties with respect to
the subject matter hereof.


          Nothing
in this letter agreement shall be deemed an admission by Investor as to the
necessity of obtaining the consent of the Company in order to effect the
changes to the Transaction Documents contemplated by this letter agreement, nor
shall anything in this letter agreement be deemed to require Investor to obtain
the consent of any other TARP recipient (as defined in the Act) participating
in the Capital Purchase Program (the “CPP”)
in order to effect changes to their documentation under the CPP.


          This
letter agreement may be executed in any number of separate counterparts, each
such counterpart being deemed to be an original instrument, and all such
counterparts will together constitute the same agreement. Executed signature
pages to this letter agreement may be delivered by facsimile and such
facsimiles will be deemed sufficient as if actual signature pages had been
delivered. 


[Remainder of this page
intentionally left blank]


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          In
witness whereof, the parties have duly executed this letter agreement as of the
date first written above.


	
 

	
 

	
 

	
 

	
 


	
 

	
UNITED STATES DEPARTMENT OF

 THE TREASURY


	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
Name:

	
 

	
 


	
 

	
 

	
Title:

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
COMPANY: 

	
 

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
 

	
 


	
 

	
By: 

	
 

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
Name:

	
 

	
 


	
 

	
 

	
Title:

	
 

	
 




SIGNATURE PAGE TO LETTER AGREEMENT