UNITED STATES DEPARTMENT OF THE TREASURY

1500 PENNSYLVANIA AVENUE, NW

WASHINGTON, D.C. 20220

Dear Ladies and Gentlemen:

The company set forth on the signature page hereto (the "Company") intends to issue in a

private placement the number ofshares of a series ofits preferred stock set forth on Schedule A

hereto (the "Preferred Shares") and a warrant to purchase the number ofshares of a series ofits

preferred stock set forth on Schedule A hereto (the "Warrant" and, together with the Preferred

Shares, the "Purchased Securities") and the United States Department ofthe Treasury (the

"Investor") intends to purchase from the Company the Purchased Securities.

The purpose ofthis letter agreement is to confirm the terms and conditions ofthe

purchase by the Investor ofthe Purchased Securities. Except to the extent supplemented or

superseded by the terms set forth herein or in the Schedules hereto, the provisions contained in

the Securities Purchase Agreement - Standard Terms attached hereto as Exhibit A (the

"Securities Purchase Agreement") are incorporated by reference herein. Terms that are defined

in the Securities Purchase Agreement are used in this letter agreement as so defined. In the event

of any inconsistency between this letter agreement and the Securities Purchase Agreement, the

telIDS ofthis letter agreement shall govern.

Each ofthe Company and the Investor hereby confirms its agreement with the other party

with respect to the issuance by the Company ofthe Purchased Secmities and the purchase by the

Investor ofthe Purchased Securities pursuant to this letter agreement and the Securities Purchase

Agreement on the terms specified on Schedule A hereto.

This letter agreement (including the Schedules hereto), the Securities Purchase

Agreement (including the Annexes thereto), the Disclosure Schedules and the Warrant constitute

the entire agreement, and supersede all other prior agreements, understandings, representations

and warranties, both written and oral, between the parties, with respect to the subject matter

hereof. This letter agreement constitutes the "Letter Agreement" referred to in the Securities

Purchase Agreement.

This letter agreement may be executed in any number ofseparate 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 as sufficient as if actual signature

pages had been delivered.

* * *

UST Sequence No. 1153
In witness whereof, this letter agreement has been duly executed and delivered by the

duly authorized representatives ofthe parties hereto as oftbe date written below.

UNITED STATES DEPARTMENT OF THE

TRFASU~

By: -----......,..."......,..~'"T"r__._---

Name: Neel Kaslikarl

Title: Interim Assistant Secretary

For Financial Stability

COMPANY: Alli~.J F[~&I- 'TS",o"O'}," I r",c...

By: -::7'--:-::----::~~-~----­

Name: Kenneth L. Bertrand

Title: President, ChiefExecutive Officer and

Chief Financial Officer

UST Sequence No 1153
In witness whereof, this letter agreement has been duly executed and delivered by the

duly authorized representatives ofthe pmties hereto as ofthe date written below.

ill\TITED STATES DEPARTMENT OF THE

TREASURY

By: _

Name:

Title:

COMPANY: ;4 JI;~cJ. F;'Y'~ + Ec. .. GC7/{>, ::r~t. .

BY~~ Name: Kenneth L. Bertrand

Title: President, Chief Executive Officer and

Chief Financial Officer

Date: Apr; ( 2 '1-, l-fXf9

UST Sequence No. 1153
SECURITIES PURCHASE AGREEMENT

EXHIBIT A

UST Sequence No. 1153
EXHIBIT A

(Non-Exchange-Traded QFIs, excluding SCarps

and Mutual Organizations)

SECURITIES PURCHASE AGREEMENT

STANDARD TERMS

UST Sequence No. 1153
TABLE OF CONTENTS

Page

Article I

Purchase; Closing

1.1 Purchase " 3

1.2 Closing 3

1.3 Interpretation 8

Article II

Representations and Warranties

2.1 Disclosure 9

2.2 Representations and Warranties of the Company 1I

Article III

Covenants

3.1 Commercially Reasonable Efforts 29

3.2 Expenses 30

3.3 Sufficiency of Authorized Warrant PrefelTed Stock; Exchange Listing 30

3.4 Certain Notifications Until Closing 30

3.5 Access, Infonnation and Confidentiality 31

Article IV

Additional Agreements

4.1 Purchase for Tnvestment 34

4.2 Legends 35

4.3 Certain Transactions 39

4.4 Transfer of Purchased Securities and Warrant Shares; Restrictions on Exercise

of the Warrant 39

4.5 Registration Rights .40

4.6 Depositary Shares 68

4.7 Rcstriction on Dividends and Repurchases 68

4.8 Executive Compensation " " 73

4.9 Related Party Transactions " 74

4.10 Bank and Thrift Holding Company Stalus " 74

4.11 Predominantly Financial " 75

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0951~ l-on02-1 OO.~.\-Nl! IJ2.2(J()OS4 7.\)

UST Sequence No. 1153
Article V

Miscellaneous

5.1 Tennination 75

5.2 Survival of Representations and Warranties 77

5.3 Amendment. 77

5.4 Waiver ofConditions 77

5.5 Governing Law: Submission to Jurisdiction, Etc 78

5.6 Notices 78

5.7 Definitions 79

5.8 Assignment 80

5.9 Severability 81

5.10 No Third Party Beneficiaries 81

-iiUST Sequence No. 1153
LIST OF ANNEXES

ANNEX A: FORM OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK

ANNEX B: FORM OF CERTIFICATE OF DESIGNATIONS FOR WARRANT

PREFERRED STOCK

ANNEX C: FORM OF WAIVER

ANNEX D: FORM OF OPINION

ANNEX E: FORM OF WARRANT

-111-

UST Sequence No. 1153
INDEX OF DEFINED TERMS

Term

Affiliate

Agreement

Appropriate Federal Banking Agency

Bank Holding Company

Bankruptcy Exceptions

Benefit Plans

Board of Directors

Business Combination

business day

Capitalization Date

Certificates of Designations

Charter

Closing

Closing Date

Code

Common Stock

Company

Company Financial Statements

Company Material Adverse Effect

Company Reports

Company Subsidimy; Company Subsidiaries

control; controlled by; under common control with

Controlled Group

cpr

Disclosure Schedule

EESA

ERISA

Exchange Act

Federal Reserve

GAAP

Goverl1l11cnlal Enlities

Holder

Holders' Counscl

Indemnitce

Inlonnation

Investor

.I unior Stock

knowledge oC the Company; Company's knowledge

Letter Agreement

officers

Parity Stock

-I v095.1) 1--OIlO::?-IIlOJ3 NY02,1()l)()S·t l.l)

Location of

Definition

5.7(b)

Recitals

2.2(s)

4.10

2.2(d)

1.2(d)(iv)

2.2(1)

5.8

1.3

2.2(b)

1.2(d)(iii)

1.2(d)(iii)

1.2(a)

1.2(a)

2.2(n)

2.2(b)

Recitals

2.2(11)

2.1 (b)

2.2(i)(i)

2.2(e)(ii)

5.7(b)

2.2(n)

Recitals

2.1 (a)

1.2(d)(iv)

2.2(n)

4.4

4.10

2.1 (b)

1.2(c)

4.5(l)(i)

4.5(l)(ii)

4.5(11)(i)

3.5(c)

Recilals

4.7(1)

5.7(c)

Recitals

5.7(c)

4.7(t)

UST Sequence No. 1153
Term

Pending Underwritten Offering

Permitted Repurchases

Piggyback Registration

Plan

Pre ferred Shares

Preferred Stock

Previously Disclosed

Proprietary Rights

Purchase

Purchase Price

Purchased Securities

register; registered; registration

Registrable Securities

Registration Expenses

Regulatory Agreement

Rule 144; Rule l44A; Rule l59A; Rule 405; Rule 415

Savings and Loan Holding Company

Schedules

SEC

Securities Act

Selling Expenses

Senior Executive Officers

Shelf Registration Statement

Signing Date

Special Registration

subsidiary

Tax; Taxes

Transfer

Warrant

WalTant Preferred Stock

Warrant SI13res

-vLocation of

Definition

4.5(m)

4.7(c)

4.5(b)(iv)

2.2(n)

Recitals

Recitals

2.1 (c)

2.2(u)

Recitals

1.1

Recitals

4.5(l)(iii)

4.5(l)(iv)

4.5(l)(v)

2.2(s)

4.5(1)(vi)

4.10

Recitals

2.2(k)

2.2(a)

4.5(1)(vii)

4.8

4.5(b)(ii)

2.1 (b)

4.5(j)

5.7(a)

2.2(0)

4.4

Recitals

Recitals

2.2(d)

UST Sequence No. 1153
SECURITIES PURCHASE AGREEMENT - STANDARD TERMS

Recitals:

WHEREAS, the United States Department of the Treasury (the "Investor") may from

time to time agree to purchase shares of preferred stock and warrants from eligible financial

institutions which elect to participate in the Troubled Asset Relief Program Capital Purchase

Program ("CPP");

WHEREAS, an eligible financial institution electing to participate in the CPP and issue

secmities to the Investor (referred to herein as the "Company") shall enter into a letter agreement

(the "Letter Agreement") with the Investor which incorporates this Securities Purchase

Agreement - Standard Terms;

WHEREAS, the Company agrees to expand the flow of credit to U.S. consumers and

businesses on competitive terms to promote the sustained growth and vitality of the U.S.

economy;

WHEREAS, the Company agrees to work diligently, under existing programs, to modify

the terms of residential mortgages as appropriate to strengthen the health of the U.S. housing

market;

WHEREAS, the Company intends to issue in a private placement the number ofshares of

the series of its Preferred Stock ("Preferred Stock") set forth on Schedule A to the Letter

Agreement (the "Preferred Shares") and a warrant to purchase the number ofshares of the series

of its Preferred Stock ("Warrant Preferred Sto<.:k") set forth on Schedule A to the Letter

Agreement (the" Warrant" and, together with the Prefened Shares, the "Purchased Securities")

and the Investor intends to purchase (the "Purchase") from the Company the Purchased

Securities; and

WHEREAS, the Purchase will be govemed by this Securities Purchase Agreement -

Standard TenTIs and the Letter Agreement, including the schedules thereto (the "Schedules"),

specifying additional tenTIS of the Purchase. This Securities Purchase Agreement - Standard

Terms (including the Annexes hereto) and the Letter Agreement (including the Schedules

thereto) are togcther refem~d to as this"Agreement". All references in this Securities Purchase

Agreement - Standard Terms to "Schedules" are to the Schedules attached to the Letter

Agreement.

NOW, THEREFORE, in consideration of the premises, and of the representations,

warranties, covenants anel agreements set fmih herein, the parties agree as follows:

Article I

Purchase; Closing

1.1 Purchase. On the terms and subject to the conditions set forth in this Agreement,

the Company agrees to sell to the Investor, and the Investor agrees to purchase from the

Company. at the Closing (as hereinafter defined), the Purchased Securities for the price set forth

on Schedule A (the "Purchase Price").

UST Sequence No. 1153
1.2 Closing.

(a) On the terms and subject to the conditions set forth in this Agreement, the closing

of the Purchase (the "Closing") will take place at the location specified in Schedule A, at the

time and on the date set fOl1h in Schedule A or as soon as practicable thereafter, or at such other

place, time and date as shall be agreed between the Company and the Investor. The time and date

on which the Closing occurs is referred to in this Agreement as the "Closing Date".

(b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section

1.2, at the Closing the Company will deliver the Preferred Shares and the Warrant, in each case

as evidenced by one or more certificates dated the Closing Date and bearing appropriate legends

as hereinafter provided for, in exchange for payment in full of the Purchase Price by wire

transfer of immediately available United States funds to a bank account designated by the

Company on Schedule A.

(c) The respective obligations of each of the Investor and the Company to

consummate the Purchase are subject to the fulfillment (or waiver by the Investor and the

Company, as applicable) prior to the Closing of the conditions that (i) any approvals or

authorizations of all United States and other governmental, regulatory or judicial authorities

(collectively, "Governmental Entities") required for the consummation of the Purchase shall

have been obtained or made in form and substance reasonably satisfactory to each party and shall

be in full force and effect and all waiting periods required by United States and other applicable

law, if any, shall have expired and (ii) no provision of any applicable United States or other law

and no judgment, injunction, order or decree of any Governmental Entity shall prohibit the

purchase and sale of the Purchased Securities as contemplated by this Agreement.

(d) The obligation of the Investor to consummate the Purchase is also subject to the

fulfillment (or waiver by the Investor) at or prior to the Closing of each ofthe following

conditions:

(i) (A) the representations and warranties of the Company set forth in (x)

Section 2.2(g) of this Agreement shall be tmc and correct in all respects as though made

on and as of the Closing Date, (y) Sections 2.2(a) through (f) shall be tme and conect in

all material respects as though made on and as of the Closing Date (other than

representations and wan-antics that by their tcnns speak as of another date, which

representations and warranties shall be true and correct in all material respects as ofsuch

other date) and (z) Sections 2.2(h) through (v) (disregarding all qualifications or

limitations set forth in such representations and warranties as to "materiality", "Company

Material Adverse Effect" and words ofsimilar imp01t) shall be true and con-ect as though

macle on and as of the Closing Date (other than representations and warrantics that by

thei 1- terms speak as of another date, which representations and watTanties shall be tme

and correct as of such other date), except to the extent that the failure ofsuch

representations and warranties referred to in this Section 1.2(d)(i)(A)(z) to bc so truc and

correct, individually or in the aggregate, does not have and woulcl not reasonably be

expected to have a Company Material Adverse Effect and (8) the Company shall have

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UST Sequence No. 1153
performed in all material respects all obligations required to be performed by it under this

Agreement at or prior to the Closing;

(ii) the Investor shall have received a certificate signed on behalf of the

Company by a senior executive officer certifYing to the effect that the conditions set forth

in Section 1.2(d)(i) have been satisfied;

(iii) the Company shaH have duly adopted and filed with the Secretary of State

of its jurisdiction of organization or other applicable Governmental Entity the

amendments to its certificate or articles of incorporation, articles of association, or similar

organizational document ("Charter") in substantially the forms attached hereto as Annex

A and Annex B (the "Certificates qjDesignations") and such filing shall have been

accepted;

(iv) (A) the Company shall have effected such changes to its compensation,

bonus, incentive and other benefit plans, an'angements and agreements (including golden

parachute, severance and employment agreements) (collectively, "Benefit Plans") with

respect to its Senior Executive Officers (and to the extent necessary for such changes to

be legally enforceable, each of its Senior Executive Officers shall have duly consented in

writing to such changes), as may be necessary, during the period that the Investor owns

any debt or equity securities ofthe Company acquircd pursuant to this Agreement or the

Warrant, in order to comply with Section III(b) of the Emergency Economic

Stabilization Act of 2008 ("EESA") as implemented by guidance or regulation thereunder

that has been issued and is in effect as of the Closing Date, and (B) the Investor shall

have reccived a certificate signed on behalf ofthe Company by a senior executive officer

certifying to the effect that the condition set forth in Section 1.2(d)(iv)(A) has been

satisfied;

(v) each of the Company's Senior Executive Officers shall have delivered to

the Investor a written waiver in the form attached hereto as Almex C releasing the

Investor from any claims that such Senior Executive Officers may otherwise have as a

result of the issuance, on or prior to the Closing Date, of any regulations which require

the modification of, and thc agreement of the Company hereunder to modify, the terms of

any Benefit Plans with respect to its Senior Executive Offiecrs to eliminate any

provisions ofsuch Benefit Plans that would not be in compliance with the requirements

of Section III (b) ofthe EESA as implemented by guidance or regulation thereunder that

has been issued and is in effect as of the Closing Date;

(vi) the Company shall have delivered to the Investor a written opinion from

counscl to the Company (which may be intemal counsel), addressed to the Investor and

dated as of the Closing Date, in substantially the form attaebed hereto as Annex D;

(vii) the Company shall have delivered certificates in proper form or, with the

prior consent of the Investor, evidence ofshares in book-entry forl11, evidencing the

Preferred Shares to Investor or its designee(s); and

-3-

UST Sequence No. 1153
(viii) the Company shall have duly executed the WalTant in substantially the

fonn attached hereto as Annex E and delivered such executed Warrant to the Investor or

its designee(s).

1.3 Interpretation. When a reference is made in this Agreement to "Recitals,"

"Articles," "Sections," or "Annexes" such referencc shall be to a Recital, Article or Section ot:

or Annex to, this Securities Purchase Agreement - Standard Tern1s, and a reference to

"Schedules" shall be to a Schedule to the Letter Agreement, in each case, unless otherwise

indicated. The terms defined in the singular have a comparable meaning when used in the plural,

and vice versa. References to "herein", "hereof', "hereunder" and the like refer to this

Agreement as a whole and not to any particular section or provision, unless the context requires

otherwise. The table of contents and headings contained in this Agreement are for reference

purposes only and are not part ofthis Agreement. Whenever the words "include," "includes" or

"including" are used in this Agreement, they shalJ be deemed followed by the words "without

limitation." No rule of construction against the draftsperson shall be applied in connection with

the interpretation or enforcement of this Agreement, as this Agreement is the product of

negotiation between sophisticated parties advised by counsel. All references to "$" or "dollars"

mean the lawful currency ofthe United States of America. Except as expressly stated in this

Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as

amended, modified, supplemented or replaced from time to time (and, in the case ofstatutes,

include any rules and regulations promulgated under the statute) and to any section of any

statute, rule or regulation include any successor to the section. References to a "business day"

shall mean any Jay except Saturday, Sunday and any d<ly on which banking institutions in the

State of New York generally are authorized or required by law or other governmental actions to

close.

Article 1I

Representations and Warranties

2.1 Disclosure.

(a) On or prior to the Signing Dllte, the Company delivered to the Investor a schedule

("Disclosure Schedule") setting forth, among other things, items the disclosure of which is

necessary or appropriatc either in response to <In express disclosure requirement contained in a

provision hereof or <IS <In exception to one or more rcpresent<ltions or wm,.<lnties cont<lined in

Section 2.2.

(b) "CompaJlY Material Adverse EfFect" me<lns a material adverse effect on (i) the

business, results of operation or financi<ll condition of thc Company and its consolidated

subsidiaries taken as a whole; provided, however, th<lt Company Material Adverse Effect shall

not be deemed to include the effects of (A) changes aftcr the dale of the Letter Agreement (the

"Signing Date") in general business, economic or market conditions (including changes

generally in prevailing interest [(ltes, credit aV<lilabilily and liquidity, currency exchange rates

and price levels or tracling volumes in the United Stntes or foreign securities or credit markets),

or any outbre<lk or escalation of hostilities, declared or undeclared <lets of war or terrorism, in

-4-

UST Sequence No. 1153
each case generally aHecting the industries in which the Company and its subsidiaries operate,

(B) changes or proposed changes after the Signing Date in generally accepted accounting

principles in the United States ("GAAP") or regulatory accounting requirements, or authoritative

interpretations thereof, or (C) changes or proposcd changes after the Signing Date in securities,

banking and other laws of general applicability or related policies or interpretations of

Governmental Entities (in the case of each of these clauses (A), (B) and (C), other than changes

or occurrences to the extent that such changes or occurrences have or would reasonably be

expected to have a materially dispropol1ionate adverse effect on the Company and its

consolidated subsidiaries taken as a whole relative to comparable U.S. banking or financial

services organizations); or (ii) the ability ofthe Company to consummate the Purchase and other

transactions contemplated by this Agreement and the Warrant and perform its obligations

hereunder or thereunder on a timely basis.

(c) "Previously Disclose(!' means information set forth on the Disclosure Schedule,

provided, however, that disclosure in any section ofsuch Disclosure Schedule shall apply only to

the indicated section of this Agreement except to the extent that it is reasonably apparent from

the face ofsuch disclosure that such disclosure is relevant to another section of this Agreement.

2.2 Representations and Warranties of the Company. Except as Previously Disclosed,

the Company represents and warrants to the Investor that as of the Signing Date and as of the

Closing Date (or such other date specified herein):

(a) Organization, Authority and Significant Subsidiaries. The Company has been

duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of

organization, with the necessary power and authority to own its properties and conduct its

business in all material respects as currently conducted, and except as has not, individually or in

the aggregate, had and would not reasonably be expected to have a Company Material Adverse

Effect, has been duly qualified as a foreign corporation for the transaction of business and is in

good standing under the laws of each other jurisdiction in which it owns or leases prope11ies or

conducts any business so as to require such qualification; each subsidiary of the Company that

would be considered a "significant subsidiary" within the meaning of Rule I-02(w) of

Regulation S-X under the Securities Act of 1933 (the "Securities Act"), has been duly organized

and is validly existing in good standing under the laws ofits jurisdiction of organization. The

Charter and bylaws of the Company, copies of which have been provided to the Investor prior to

the Signing Date, are true, complete and correct copies ofsuch documents as in full force and

effect as of the Signing Date.

(b) Capitalization. The authorized capital stock of the Company, ancl the outstanding

capital stock of the Company (including securities convertible into, or exercisable or

exchangeable for, capital stock ofthe Company) as of the most recent fiscal month-end

preceding the Signing Date (the "Capitalization Dote") is set forth on Schedule B. The

outstanding shares of capital stock of the Company have been duly authorized and arc validly

issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and

were not issued in violation of any preemptive rights). As of the Signing Date, the Company

docs not have outstanding any securities or other obligations providing the holder the right to

-5-

ll95331-0001~ Io(J:n"i\Yn~_2690X4 7.\)

UST Sequence No. 1153
acquire its Common Stock ("Common Stock") that is not reserved for issuance as specified on

Schedule B, and the Company has not made any other commitment to authOl;ze, issue or sell any

Common Stock. Since the Capitalization Date, the Company has not issued any shares of

Common Stock, other than (i) shares issued upon the exercise ofstock options or delivered under

other equity-based awards or other convertible securities or warrants which were issued and

outstanding on the Capitalization Date and disclosed on Schedule Band (ii) shares disclosed on

Schedule B. Each holder of 5% or more of any class of capital stock ofthe Company and such

holder's primary address are set forth on Schedule B.

(c) Preferred Shares. The Preferred Shares have been duly and validly authorized,

and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly

and validly issued and fully paid and non-assessable, will not be issued in violation of any

preemptive rights, and will rank pari paSSll with or senior to all other series or classes of

Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends

and the distribution of assets in the event of any dissolution, liquidation or winding up ofthe

Company.

(d) The Warrant and Warrant Shares. The Warrant has been duly authorized and,

when executed and delivered as contemplated hereby, will constitute a valid and legally binding

obligation of the Company enforceable against the Company in accordance with its terms, except

as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or

similar laws affecting the enforcement of creditors' rights generally and general equitable

principles, regardless of whether such enforceability is considered in a proceeding at law or in

equity ("Bankruptcy Exceptions"). The shares of Warrant Preferred Stock issuable upon exercise

of the Warrant (the "Warrant Shares") have been duly authorized and reserved for issuance upon

exercise of the Warrant and when so issued in accordance with the terms of the Warrant will be

validly issued, fully paid and non-assessable, and will rank pari passlI with or senior to all other

series or classes of PrefelTed Stock, whether or not issued or outstanding, with respect to the

paymcnt of dividcnds and the distribution of assets in the event of any dissolution, liquidation or

winding up of the Company.

(e) Authorization, Enforceability.

(i) Thc Company has the corporate power and authority to execute and

deliver this Agreement and the Warrant and to carry out its obligations hereunder and

thereunder (which includes the issuance of the PrefetTed Shares, Warrant and WmTant

Shares). The execution, delivery and performance by the Company of this Agreement and

the Warrant and the consummation of the transactions contemplated hereby and thereby

have been duly authorized by aU necessary corporate action on the part of the Company

and its stockholders, and no further approval or authorization is required on the pm1 of

the Company. This Agreement is a valid and binding obligation of the Company

enforceable against the Company in accordance with its telms, subject to the Bankruptcy

Exceptions.

-6-

095.\.1I-IJ002-11I1I.1.\·NY02.26908479

UST Sequence No. 1153
(ii) The execution, delivery and performance by the Company of this

Agreement and the Warrant and the consummation ofthe transactions contemplated

hereby and thereby and compliance by the Company with the provisions hereof and

thereof, will not (A) violate, conflict with, or result in a breach of any provision of, or

constitute a default (or an event which, with notice or lapse oftime or both, would

constitute a default) under, or result in the termination of, or accelerate the performance

required by, or result in a right of termination or acceleration of, or result in the creation

of: any lien, security interest, charge or encumbrance upon any ofthe properties or assets

of the Company or any subsidiary ofthe Company (each a "Company Subsidiary" and,

collectively, the "Company Suhsidiaries") under any of the terms, conditions or

provisions of(i) its organizational documents or (ii) any note, bond, mortgage, indenture,

dced oftrust, license, lease, agreement or other instrument or obligation to which the

Company or any Company Subsidiary is a party or by which it or any Company

Subsidiary may be bound, or to which the Company or any Company Subsidiary or any

ofthe properties or assets ofthe Company or any Company Subsidiary may be subject, or

(B) subject to compliance with the statutes and regulations referred to in the next

paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ,

injunction or decree applicable to the Company or any Company Subsidiary or any of

their respective propeliies or assets except, in the case of clauses (A)(ii) and (B), for

those occuITences that, individually or in the aggregate, have not had and would not

reasonably be expected to have a Company Material Adverse Effect.

(iii) Other than the filing ofthe Certificates of Designations with the Secretary

of State of its jurisdiction of organization or other applicable Governmental Entity, such

filings and approvals as are required to be made or obtained under any state "blue sky"

laws and such as have bccn made or obtained, no notice to, filing with, exemption or

review by, or authorization, consent or approval of, any Governmental Entity is required

to be made or obtained by the Company in connection with the consummation by the

Company ofthc Purchase except for any such notices, filings, exemptions, rcvicws,

authorizations, consents and approvals the failure of which to make or obtain would not,

individually or in the aggregate, reasonably be expected to have a Company Material

Adversc Effcct.

(t) Anti-takeover Provisions and Rights Plan. The Board of Directors of the

Company (the "Bo(/rd o!Directors") has taken all necessary action to ensure that the transactions

contemplated by this Agreement and the Warrant and the consummation of the transactions

contemplatcd hcreby and thereby, including the exercise of the WaITant in accordancc with its

tel111S, will be exempt from any anti-takeover or similar provisions of the Company's Chmier and

bylaws, and any other provisions of any app] icable "moratorium", "control share", "fair price",

"intcrcstcd stockholder" or othcr anti-takcover laws and regulations of any jurisdiction.

(g) No Company Material Adverse Effcct. Sincc the iast day of the last completcd

fiscal period fix which financial statements are included in the Company Financial Statemcnts

(as defined below), no fact, circumstance, event, change, OCCUITen<.;e, condition or development

-7-
has occurred that, individually or in the aggregate, has had or would reasonably be expected to

have a Company Material Adverse Effect.

(h) Company Financial Statements. The Company has Previously Disclosed each of

the consolidated financial statements of the Company and its consolidated subsidiaries for each

of the last three completed fiscal years of the Company (which shall be audited to the extent

audited financial statements are available prior to the Signing Date) and each completed

quarterly period since the last completed fiscal year (collectively the "Company Financial

Statements"). The Company Financial Statements present fairly in all material respects the

consolidated financial position of the Company and its consolidated subsidiaries as of the dates

indicated therein and the consolidated results oftheir operations for the periods specified therein;

and except as stated therein, such financial statements (A) were prepared in conformity with

GAAP applied on a consistent basis (except as may be noted therein) and (8) have been prepared

from, and are in accordance with, the books and records of the Company and the Company

Subsidiaries.

(i) Reports.

(i) Since December 31,2006, the Company and each Company Subsidiary

has filed all reports, registrations, documents, filings, statements and submissions,

together with any amendments thereto, that it was required to file with any Governmental

Entity (the foregoing, collectively, the "Company Reports") and has paid all fees and

assessments due and payable in connection therewith, except, in each case, as would not,

individually or in the aggregate, reasonably be expected to have a Company Material

Adverse Effect. As of their respective dates offiling, the Company Reports complied in

all material respects with all statutes and applicable rules and regulations of the

applicable Govemmental Entities.

(ii) The records, systems, controls, data and information ofthe Company and

the Company Subsidiaries are recorded, stored, maintained and operated under means

(including any electronic, mechanical or photographic process, whether computerized or

not) that are under the exclusive ownership and direct control of the Company or the

Company Subsidiaries or their accountants (including all means of access thereto and

therehom), except for any non-exclusive ownership and non-direct control that would not

reasonably be expected to have a material adverse effect on the system of intemal

accounting controls deSCIibed below in this Section 2.2(i)(ii). The Company (A) has

implemented and maintains adequate disclosure controls and procedures to ensure that

material inf'ixmation relating to the Company, including the consolidated Company

Subsidiaries, is made known to the chief executive officer and the chief financial officer

of the Company by others within those entities, and (8) has disclosed, based on its most

recent evaluation prior to the Signing Date, to the Company's outside auditors and the

audit committee of the Board of Directors (x) any significant deliciencies and material

weaknesses in the design or operation of internal controls that are reasonably likely to

adversely affect the Company's ability to record, process, summarize and report financial

info1TI1ation ancl (y) any fraud, whether or not material, that involves management or

-8-

UST Sequence No. 1153
other employees who have a significant role in the Company's internal controls over

financial reporting.

(j) No Undisclosed Liabilities. Neither the Company nor any ofthe Company

Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or

otherwise) which are not properly reflected or reserved against in the Company Financial

Statements to the extent required to be so reflected or reserved against in accordance with

GAAP, except for (A) liabilities that have arisen since the last fiscal year end in the ordinary and

usual course of business and consistent with past practice and (B) liabilities that, individually or

in the aggregate, have not had and would not reasonably be expected to have a Company

Material Adverse Effect.

(k) Offering of Securities. Neither the Company nor any person acting on its behalf

has taken any action (including any offering of any securities of the Company under

circumstances which would require the integration ofsuch offering with the offering of any of

the Purchased Securities under the Securities Act, and the rules and regulations of the Securities

and Exchange Commission (the "SEC') promulgated thereunder), which might subject the

offering, issuance or sale of any ofthe Purchased Securities to Investor pursuant to this

Agreement to the registration requirements ofthe Securities Act.

(I) Litigation and Other Proceedings. Except (i) as set forth on Schedule C or (ii) as

would not, individually or in the aggregate, reasonably be expected to have a Company Material

Adverse Effect, there is no (A) pending or, to the knowledge ofthe Company, threatened, claim,

action, suit, investigation or proceeding, against the Company or any Company Subsidiary or to

which any oftheir assets are subject nor is the Company or any Company Subsidiary subject to

any order, judgment or decree or (B) unresolved violation, criticism or exception by any

Govemmental Entity with respect to any report or relating to any examinations or inspections of

the Company or any Company Subsidiaries.

(111) Compliance with Laws. Except as would not, individually or in the aggregate,

reasonably be expected to have a Company Material Adverse Effect, the Company and the

Company Subsidiaries have all permits, licenses, franchises, authorizations, orders and approvals

of, and have made all filings, applications and registrations with, Govemmental Entities that are

required in order to permit them to own or lease their properties and assets and to canyon their

business as presently conducted and that are material to the business of the Company or such

Company Subsidimy. Except as set forth on Schedule D, the Company and the Company

Subsidiaries have complied in all respects and are not in default or violation of, and none of them

is, to the knowledge of the Company, under investigation with respect to or, to the knowledge of

the Company, have been threatened to be charged with or given notice of any violation of, any

applicable domestic (federal, state or local) or foreign law, statute, ordinance, license, rule,

regulation, policy or guideline, order, demand, writ, injunction, decree or judgment of any

Govcrnmental Entity, other than such noncompliance, defaults or violations that would not,

individually or in the aggregate, reasonably be expected to have a Company Material Adverse

Effect. Except for statutOIy or regulatory restrictions of general application or as set forth on

Schedule D, no Govemmental Entity has placed any restriction on the business or properties of

-9-

(9).).) 1-0001- r OO.B-NYl)2.~6l)O~-l7.9

UST Sequence No. 1153
the Company or any Company Subsidiary that would, individually or in the aggregate,

reasonably be expected to have a Company Material Adverse Effect.

(n) Employee Benefit Matters. Except as would not reasonably be expected to have,

either individually or in the aggregate, a Company Material Adverse Effect: (A) each "employee

benefit plan" (within the meaning of Section 3(3) ofthe Employee Retirement Income Security

Act of 1974, as amended ("ERISA")) providing benefits to any current or former employee,

officer or director ofthe Company or any member of its "Controlled Group" (defined as any

organization which is a member of a controlled group of corporations within the meaning of

Section 414 of the Internal Revenue Code of 1986, as amended (the "Code")) that is sponsored,

maintained or contributed to by the Company or any member of its Controlled Group and for

which the Company or any member of its Controlled Group would have any liability, whether

actual or contingent (each, a "Plan") has been maintained in compliance with its telms and with

the requirements of all applicable statutes, rules and regulations, including ERISA and the Code;

(B) with respect to each Plan subject to Title IV of ERISA (including, for purposes of this clause

(B), any plan subject to Title IV ofERISA that the Company or any member of its Controlled

Group previously maintained or contributed to in the six years plior to the Signing Date), (1) no

"reportable event" (within the meaning of Section 4043(c) ofERISA), other than a reportable

event for which the notice period referred to in Section 4043(c) of ERISA has been waived, has

occurred in the three years prior to the Signing Date or is reasonably expected to occur, (2) no

"accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412

of the Code), whether or not waived, has occurred in the three years prior to the Signing Date or

is reasonably expected to occur, (3) the fair market value of the assets under each Plan exceeds

the present value of all benefits accrued under such Plan (detennined based on the assumptions

used to fund such Plan) and (4) neither the Company nor any member of its Controlled Group

has incurred in the six years prior to the Signing Date, or reasonably expects to incur, any

liability under Title IV ofERISA (other than contributions to the Plan or premiums to the PBGC

in the ordinary course and without default) in respect of a Plan (induding any Plan that is a

"multiemployer plan", within the meaning of Section 400 l(c)(3) of ERISA); and (C) each Plan

that is intended to be qualified under Section 401(a) of the Code has received a favorable

determination letter from the Internal Revenue Service with respect to its qualified status that has

not been revoked, or such a determination letter has been timcly applied for but not received by

the Signing Date, and nothing has occun"ed, whether by action or by failure to act, which could

reasonably be expected to cause the loss, revocation or denial ofsuch qualified status or

favorable determination letter.

(0) Taxes. Except as would not, individually or in the aggregate, reasonably be

expected to have a Company Material Adverse Effect, (i) the Company and the Company

Subsidiaries have filed all federal, state, local and foreign income and franchise Tax returns

required to be filed through the Signing Date, subject to pCl1nitted extensions, and have paid all

Taxes clue thereon, and (ii) no Tax deficiency has been cletellnined adversely to the Company or

any of the Company Subsidiaries, nor does the Company have any knowledge of any Tax

deficiencies. "Tax" or "Taxes" means any fedcral, state, local or foreign income, gross receipts,

property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or

add 011 minimum, ael valorem, transfer or excise tax, or any other tax, custom, duty,

-10-

095331-01l02-IOOJJ-NY02.2690Ho.I7.9

UST Sequence No. 1153
governmental fee or other like assessment or charge of any kind whatsoever, together with any

interest or penalty, imposed by any Govemmental Entity.

(p) Properties and Leases. Except as would not, individually or in the aggregate,

reasonably be expected to have a Company Material Adverse Effect, the Company and the

Company Subsidiaries have good and marketable title to all real properties and all other

properties and assets owned by them, in each case free from liens, encumbrances, claims and

defects that would afIect the value thereof or interfere with the use made or to be made thereof

by them. Except as would not, individually or in the aggregate, reasonably be expected to have a

Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased

real or personal property under valid and enforceable leases with no exceptions that would

interfere with the use made or to be made thereof by them.

(q) Environmental Liability. Except as would not, individually or in the aggregate,

reasonably be expected to have a Company Material Adverse Effect:

(i) there is no legal, administrative, or other proceeding, claim or action of

any nature seeking to impose, or that would reasonably be expected to result in the

imposition of, on the Company or any Company Subsidiary, any liability relating to the

release of hazardous substances as defined under any local, state or federal environmental

statute, regulation or ordinance, including the Comprehensive Environmental Response,

Compensation and Liability Act of 1980, pending or, to the Company's knowledge,

threatened against the Company or any Company Subsidiary;

(ii) to the Company's knowledge, there is no reasonable basis for any such

proceeding, claim or action; and

(iii) neither the Company nor any Company Subsidiary is subject to any

agreement, order, judgment or decree by or with any court, Governmental Entity or third

paJiy imposing any such environmental liability.

(r) Risk Management Instmments. Except as would not, individually or in the

aggregate, reasonably be expected to have a Company Material Adverse Effect, all derivative

instlUments, including, swaps, caps, iloors and option agreements, whether entered into for the

Company's own account, or for the account of one or more of the Company Subsidiaries or its or

their customers, were entered into (i) only in the ordinary course of business, (ii) in accordance

with prudent practices and in all material respects with all applicable laws, rules, regulations and

regulatory policies and (iii) with counterparties believed to be financially responsible at the time;

and each ofsuch instruments constitutes the valid and legally binding obligation of the Company

or one of the Company Subsidiaries, enforceable in accordance with its tem1s, exccpt as may be

limited by the Bankruptcy Exceptions. Neither the Company or the Company Subsidiaries, nor,

to the knowledge of the Company, any other party thereto, is in breach of any of its obligations

under any such agreement or arrangement other than such breaches that would not, individually

or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

-1 1-

(J95.B I-OtlO'2:-IOIDJ-NY02.2()<)O:S'17.C)

UST Sequence No. 1153
(s) Agreements with Regulatory Agencies. Except as set forth on Schedule E, neither

the Company nor any Company Subsidiary is subject to any material cease-and-desist or other

similar order or enforcement action issued by, or is a party to any material written agreement,

consent agreement or memorandum of understanding with, or is a party to any commitment letter

or similar undertaking to, or is subject to any capital directive by, or since December 31, 2006,

has adopted any board resolutions at the request of, any Governmental Entity (other than the

Appropriate Federal Banking Agencies with jurisdiction over the Company and the Company

Subsidiaries) that currently restricts in any material respect the conduct ofits business or that in

any material manner relates to its capital adequacy, its liquidity and funding policies and

practices, its ability to pay dividends, its credit, risk management or compliance policies or

procedures, its internal controls, its management or its operations or business (each item in this

sentence, a "Regulatory Agreement"), nor has the Company or any Company Subsidiary been

advised since December 31,2006 by any such Governmental Entity that it is considering issuing,

initiating, ordering, or requesting any such Regulatory Agreement. The Company and each

Company Subsidiary are in compliance in all material respects with each Regulatory Agreement

to which it is party or subject, and neither the Company nor any Company Subsidiary has

received any notice from any Governmental Entity indicating that either the Company or any

Company Subsidiary is not in compliance in all material respects with any such Regulatory

Agreement. "Appropriate Federal Banking AgenLY" means the "appropriate Federal banking

agency" with respect to the Company or such Company Subsidiaries, as applicable, as defined in

Section 3(q) ofthe Federal Deposit Insurance Act (12 U.S.c. Section 1813(q)).

(t) Insurance. The Company and the Company Subsidiaries are insured with

reputable insurers against such risks and in such amounts as the management of the Company

reasonably has determined to be pmdent and consistent with industry practice. The Company

and the Company Subsidiaries are in material compliance with their insurance policies and are

not in default under any of the material tenns thereof, each such policy is outstanding and in full

force and effect, all premiums and other payments due under any matenal policy have been paid,

and all claims thereunder have been filed in due and timely fashion, except, in each case, as

would not, individually or in the aggregate, reasonably be expected to have a Company Material

Adverse Effect.

(u) Intellectual Property. Except as would not, individually or in the aggregate,

reasonably be expected to have a Company Material Adverse Effect, (i) the Company and each

Company Subsidiary owns or otherwise has the right to use, all intellectual propel1y rights,

including all trademarks, trade dress, trade names, service marks, domain names, patents,

inventions, trade secrets, know-how, works of authorship and copyrights therein, that are used in

the conduct of their existing businesses and all rights relating to the plans, design and

specifications of any of its branch facilities ("Proprietary Rights") frec and clear of all liens and

any claims of ownership by current or fomler employees, contractors, designers or others and (ii)

neither the Company nor any of the Company Subsidiaries is materially inlringing, diluting,

misappropriating or violating, nor has the Company or any or the Company Subsidiaries received

any writtcn (or, to the knowledge of the Company, oral) communications alleging that any of

them has materially infringed, diluted, misappropriated or violakd, any of tile Proprietary Rights

owned by any other person. Except as would not, individually or in the aggregate, reasonably be

-12-

095.\.11-0002 IOOJ.1-\!Y02.26/)OH47.<)

UST Sequence No. 1153
expected to have a Company Material Adverse Effect, to the Company's knowledge, no other

person is infringing, diluting, misappropriating or violating, nor has the Company or any or the

Company Subsidiaries sent any written communications since January 1, 2006 alleging that any

person has infringed, diluted, misappropriated or violated, any ofthe Proprietary Rights owned

by the Company and the Company Subsidiaries.

(v) Brokers and Finders. No broker, finder or investment banker is entitled to any

financial advisory, brokerage, finder's or other fee or commission in connection with this

Agreement or the Warrant or the transactions contemplated hereby or thereby based upon

arrangements made by or on behalf ofthe Company or any Company Subsidiary for which the

Investor could have any liability.

Article III

Covenants

3.1 Commercially Reasonable Efforts. Subject to the terms and conditions of this

Agreement, each ofthe parties will use its commercially reasonable efforts in good faith to take,

or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or

desirable, or advisable under applicable laws, so as to permit consummation of the Purchase as

promptly as practicable and otherwise to enable consummation of the transactions contemplated

hereby and shall use commercially reasonable efforts to cooperate with the other party to that

end.

3.2 Expenses. Unless otherwise provided in this Agreement or the WalTant, each of

the parties hereto will bear and pay all costs and expenses incurred by it or on its behalf in

connection with the transactions contemplated under this Agreement and the Warrant, including

fees and expenses of its own financial or other consultants, investment bankers, accountants and

counsel.

3.3 Sufficiency of Authorized WaiTant Preferred Stock; Exchange Listing.

(a) During the period from the Closing Date until the date on which the Warrant has

been fully exercised, the Company shall at all times have reserved for issuance, free of

preemptive or similar rights, a sufficient number of authorized and unissued Warrant Shares to

effectuate such exercise.

(b) Tfthe Company lists its Common Stock on any national securities exchange, the

Company shall, if requested by the Investor, promptly use its reasonable best efforts to cause the

Preferred Shares and Warrant Shares to be approved for listing on a national securities exchangc

as promptly as practicable following such request.

3.4 Celiain Notifications Until Closing. From the Signing Datc until the Closing, the

Company shall promptly notify the Invcstor of (i) any fact, event or circumstance of which it is

aware and which would reasonably be expected to cause any representation or warranty of the

Company contained in this Agreement to be untrue or inaccurate in any material respect or to

-13-

0'>5'31·0002·IOU.'3·NY02.26<JOS47.<J UST Sequence No. 1153
cause any covenant or agreement ofthe Company contained in this Agreement not to be

complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any

fact, circumstance, event, change, occurrence, condition or development of which the Company

is aware and which, individually or in the aggregate, has had or would reasonably be expected to

have a Company Material Adverse Effect; provided, however, that delivery of any notice

pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the

Investor; provided,jilrther, that a failure to comply with this Section 3.4 shall not constitute a

breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied

unless the underlying Company Material Adverse Effect or material breach would independently

result in the failure of a condition set forth in Section 1.2 to be satisfied.

3.5 Access. Infonnation and Confidentiality.

(a) From the Signing Date until the date when the Investor holds an amount of

Preferred Shares having an aggregate liquidation value of less than 10% of the Purchase Price,

the Company will pennit the Investor and its agents, consultants, contractors and advisors (x)

acting through the Appropriate Federal Banking Agency, or otherwise to the extent necessary to

evaluate, manage, or transfer its investment in the Company, to examine the corporate books and

make copies thereof and to discuss the affairs, finances and accounts ofthe Company and the

Company Subsidiaries with the principal officers of the Company, all upon reasonable notice and

at such reasonable times and as often as the Investor may reasonably request and (y) to review

any infonlmtion material to the Investor's investment in the Company provided by the Company

to its Appropriate Fcderal Banking Agency. Any investigation pursuant to this Section 3.5 shall

be conducted during n0011al business hours and in such manner as not to interfere unreasonably

with the conduct ofthe business of the Company, and nothing herein shall require the Company

or any Company Subsidiary to disclose any infonllation to the Investor to the extent (i)

prohibited by applicable law or regulation, or (ii) that such disclosure would reasonably be

expected to cause a violation of any agreemcnt to which the Company or any Company

Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company

Subsidimy (provided that the Company shall use commercially reasonable efforts to make

appropriate substitute disclosure arrangemcnts under circumstances where the restrictions in this

clause (ii) apply).

(b) From the Signing Date until the date on which all ofthe Preferred Shares and

Warrant Shares have been redeemed in whole, the Company will deliver, or will cause to be

delivered, to the Investor:

(i) as soon as available after the end of each fiscal ycar ofthe Company, and

in any event within 90 days thereafter, a consolidated balance sheet ofthe Company as of

the end ofsuch fiscal year, and consolidated statements of im;ome, retained eamings and

cash flows of the Company for such year, in each case prcpared in accordance with

GAAP and setting forth in each case in comparative form the figures for the previous

tiscal year ofthe Company, and which shall be audited to the extent audited financial

statements are available; and

-14-

09533 I.()OD2·IOO.'J.\i YO~, 2()90~;~ 7,t) UST Sequence No. 1153
(ii) as soon as available after the end of the first, second and third quarterly

periods in each fiscal year of the Company, a copy of any quarterly reports provided to

other stockholders of the Company or Company management.

(c) The Investor will use reasonable best effOlts to hold, and will use reasonable best

efforts to cause its agents, consultants, contractors and advisors to hold, in confidence all nonpublic records, books, contracts, instruments, computer data and other data and infOlmation

(collectively, "Inf(Jrmation") concerning the Company furnished or made available to it by the

Company or its representatives pursuant to this Agreement (except to the extcnt that such

infol111ation can be shown to have been (i) previously known by such party on a non-confidential

basis, (ii) in the public domain through no fault ofsuch party or (iii) later lawfully acquired from

other sources by the party to which it was furnished (and without violation of any other

confidentiality obligation»; provided that nothing herein shall prevent the Investor from

disclosing any Information to the extent required by applicable laws or regulations or by any

subpoena or similar legal process.

(d) The Investor's information rights pursuant to Section 3.5(b) may be assigned by

the Investor to a transferee or assignee of the Purchased Securities or the Warrant Shares or with

a liquidation preference or, in the case of the Warrant, the liquidation preference of the

underlying shares ofWmTant PrefelTed Stock, no less than an amount equal to 2% of the initial

aggregate liquidation preference of the Preferred Shares.

Alticlc IV

Additional Agreements

4.1 Purchase for Investment. The Investor acknowledges that the Purchased SecUlities

and the WnlTant Shares have not been registered under the SecUlities Act or under any state

securities laws. The Investor (a) is acquiring the Purchased Securities pursuant to an exemption

from registration under the Securities Act solely for investment with no present intention to

distribute them to any person in violation of the Securities Act or any applicable U.S. state

securities laws, (b) will not sell or otherwise dispose 0 f any of the Purchased Securities or the

WalTHnt Shares, except in compliance with the registration requirements or exemption provisions

ofthe Securities Act ancl any applicable U.S. state securities laws, ancl (c) has such knowledge

and experience in financial and business matters and in investments of this type that it is capable

of evaluating the merits and risks of the Purchase and of making an infol111ed investment

decision.

4.2 Legends.

(a) The Investor agrees that all certificates or other instruments representing the

Warrant wiJl bear a legend substantially to the following effect:

'THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE

SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD

-15-

u95.'.' 1- O(H)'~-I OllJJ. t\ \'U2.J61Jl)S<l7.9 UST Sequence No. 1153
OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION

STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND

APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION

FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON

TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE

AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE

INVESTOR REFERRED TO THEREIN, A COpy OF WHICH IS ON FILE WITH THE

ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT

BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH

SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE

WITH SAID AGREEMENT WILL BE VOID."

(b) In addition, the Investor agrees that all certificates or other instruments

representing the Preferred Shares and the Warrant Shares will bear a legend substantially to the

following et1ect:

"THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS

ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT

INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY

OTHER GOVERNMENTAL AGENCY.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY

NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE

A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER

SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO

AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS

INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE

EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE

144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED

BY TI-IIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT

IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A

UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL

OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS

INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT

WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG

AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE

FOR RESALE PURSUANT TO RULE I44A, TO A PERSON IT REASONABLY

BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE

144A LrNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN

ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER

-16-

UST Sequence No. 1153

{)l)5111-Ofl02-1 OmJ-N't"02.26i)O~H7.<J
TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN

RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY

OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL

GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS

INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE

EFFECT OF THIS LEGEND.

THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON

TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE

AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE

INVESTOR REFERRED TO THEREIN, A COpy OF WHICH IS ON FILE WITH THE

ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT

BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH

SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE

WITH SAID AGREEMENT WILL BE VOID."

(c) In the event that any Purchased Securities or Warrant Shares (i) become registered

under the Securities Act or (ii) are eligible to be transferred without restriction in accordance

with Rule 144 or another exemption from registration under the Securities Act (other than Rule

144A), the Company shall issue new certificates or other instruments representing such

Purchased Securities or Warrant Shares, which shall not contain the applicable legends in

Sections 4.2(a) and (b) above; provided that the Investor surrenders to the Company the

previously issued certificates or other instruments_

4.3 Certain Transactions. The Company will not merge or consolidate with, or sell,

transfer or lease all or substantially all of its property or assets to, any other party unless the

successor, transferee or lessee party (or its ultimate parent entity), as the case may be (i f not the

Company), expressly assumes the due and punctual performance and observance of each and

evelY covenant, agreement and condition of this Agreement to be performed and observed by the

Company.

4.4 Transfer of Purchased Securities and Warrant Shares; Restrictions on Exercise of

the Warrant. Subject to compliance with applicable securities laws, the Investor shall be

pennitted to transfer, scll, assign or othclwise dispose of C'Tr({/'Isj(:r") all or a pOl1ion of the

Purchased Securities or Warrant Shares at any time, and the Company shall take all steps as may

be reasonably requcsted by the Investor to facilitate the Transfer of the Purchased Securities and

the Wan-ant Shares; provided that the Investor shall not Transfer any Purchased Securities or

Warrant Shares ifsuch transfer would require the Company to be subject to the periodic

reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the

"EyclulI1ge Ad'). In furtherance of the foregoing, the Company shall provide reasonable

cooperation to facilitate any Transfers of the Purchased Securities or Warrant Shares, including,

as is reasonable under the circumstances, by furnishing such information concerning the

Company and its business as a proposed transferee may reasonably rcquest (including such

infonnation as is required by Section 4.5(k» and making management of tl1e Company

-17-

UST Sequence No. 1153
reasonably available to respond to questions of a proposed transferee in accordance with

customary practice, subject in all cases to the proposed transferee agreeing to a customary

confidentiality agreement.

4.5 Registration Rights.

(a) Unless and until the Company becomes subject to the reporting requirements of

Section 13 or 15(d) of the Exchange Act, the Company shall have no obligation to comply with

the provisions of this Section 4.5 (other than Section 4.5(b)(iv)-(vi»; provided that the Company

covenants and agrees that it shall comply with this Section 4.5 as soon as practicable after the

date that it becomes subject to such reporting requirements.

(b) Registration.

(i) Subject to the terms and conditions ofthis Agreement, the Company

covenants and agrees that as promptly as practicable after the date that the Company

becomes subject to the reporting requirements of Section 13 or 15(d) ofthe Exchange Act

(and in any event no later than 30 days thereafter), the Company shall prepare and file

with the SEC a Shelf Registration Statement covering all Registrable Securities (or

otherwise designate an existing Shelf Registration Statement filed with the SEC to cover

the Registrable Securities), and, to the extent the Shelf Registration Statement has not

theretofore been declared effective or is not automatically effective upon such filing, the

Company shall use reasonable best efforts to cause such Shelf Registration Statement to

be declared or become effective and to keep such Shelf Registration Statement

continuously effective and in compliance with the Securities Act and usable for resale of

such Registrable Securities for a period from the date of its initial effectiveness until such

time as there are no Registrable Securities remaining (including by refiling such Shelf

Registration Statement (or a new Shelf Registration Statement) if the initial Shelf

Registration Statement expires). Notwithstanding the foregoing, if the Company is not

eligible to file a registration statement on F0l111 S-3, then the Company shall not be

obligated to file a Shelf Registration Statement unless and until requested to do so in

writing by the Investor.

(ii) Any registration pursuant to Section 4.5(b)(i) shall be effected by means

of a shclf registration on an appropriate fOl1n under Rule 415 under the Securities Act (a

"ShellRegislratiol1 Statement"). If the Investor or any other Holder intends to distribute

any Registrable Securities by means of an underwritten offering it shall promptly so

advise the Company and the Company shall take all reasonable steps to facilitate such

distribution, including the actions required pursuant to Section 4.5(d); provided that the

Company shall not be required to facilitate an underwritten offering of Registrable

Securities unless the expected gross proceeds frOI11 such offering exceed (i) 2% of the

initial aggregate liquidation preference of the Preferred Shares if such initial aggregate

liquidation prefcrence is less than $2 biJlion and (ii) $200 million if the initial aggregate

liquidation preference of the Prefenecl Shares is equa I to or greater than $2 billion. The

lead underwliters in any sLlch distribution shall be selected by the Holders of a majority

-18-

O()S.\~ 1·0002-1 O()33-1\YO~.269():-;47 <}

USTSequence No. 1153
of the Registrable Securities to be distributed; provided that to the extent appropriate and

permitted under applicable law, such Holders shall consider the qualifications of any

broker-dealer Affiliate ofthe Company in selecting the lead underwriters in any such

distribution.

(iii) The Company shall not be required to effect a registration (including a

resale of Registrable Securities from an effective ShelfRegistration Statement) or an

underwritten offering pursuant to Section 4.5(b): (A) with respect to securities that are

not Registrable Securities; or (B) if the Company has notified the Investor and all other

Holders that in the good faith judgment ofthe Board of Directors, it would be materially

detrimental to the Company or its securityholders for such registration or underwritten

offering to be effected at such time, in which event the Company shall have the right to

defer such registration for a period of not more than 45 days after receipt of the request of

the Investor or any other Holder; provided that such right to delay a registration or

underwritten offering shall be exercised by the Company (1) only if the Company has

generally exercised (or is concurrently exercising) similar black-out rights against holders

ofsimilar securities that have registration rights and (2) not more than three times in any

12-month period and not more than 90 days in the aggregate in any l2-month period.

(iv) If during any period when an effective Shelf Registration Statement is not

available, the Company proposes to register any of its equity securities, other than a

registration pursuant to Section 4.5(b)(i) or a Special Registration, and the registration

form to be filed may be used for the registration or qualification for distribution of

Registrable Securities, the Company will give prompt written notice to the Investor and

all other Holders ofits intention to effect such a registration (but in no event less than ten

days prior to the anticipated filing date) and will include in such registration all

Registrable Securities with respect to which the Company has received written requests

lor inclusion therein within ten business days after the date of the Company's notice (a

"Piggyback Registration"). Any such person that has made such a written request may

withdraw its Registrable Securities Ii-om such Piggyback Registration by giving written

notice to the Company and the managing underwriter, if any, on or before the fifth

business day prior to the planned effective date ofsuch Piggyback Registration. The

Company may tem1inate or withdraw any registration under this Section 4.5(b)(iv) prior

to the ctTcctivcncss ofsuch registration, whether or not Investor or any other Holders

have elected to include Registrable Securities in sllch registration.

(v) If the registration referred to in Section 4.5(b)(iv) is proposed to be

undelwritten, the Company will so advise Investor and all other Holclers as a part of the

written notice given pursuant to Section 4.5(b)(iv). In such event, the right ofInvestor

and all other Holders to registration pursuant to Section 4.5(b) will be conditioned upon

such persons' participation in such underwriting and the inclusion of such person's

Registrable Securities in the underwriting ifsuch securities are of the same class of

securities as the securities to be offered in the underwritten offering, and each such

person will (together with the Company and the othcr persons distributing their securities

through such undelwriting) enter into an underwriting agreement in customary form with

-19-

UST Sequence No. 1152-
the undelwriter or underwriters selected for such underwriting by the Company; provided

that the Investor (as opposed to other Holders) shall not be required to indemnify any

person in connection with any registration. If any participating person disapproves of the

terms ofthe underwriting, such person may elect to withdraw therefrom by written notice

to the Company, the managing undetwriters and the Investor (if the Investor is

participating in the underwriting).

(vi) If either (x) the Company grants "piggyback" registration rights to one or

more third parties to include their securities in an underwritten offering under the Shelf

Registration Statement pursuant to Section 4.5(b)(ii) or (y) a Piggyback Registration

under Section 4.5(b)(iv) relates to an underwritten offering on behalf ofthe Company,

and in either case the managing underwliters advise the Company that in their reasonable

opinion the number ofsecurities requested to be included in such offCling exceeds the

number which can be sold without adversely affecting the marketability ofsuch offering

(including an adverse effect on the per share offering price), the Company will include in

such offering only such number ofsecurities that in the reasonable opinion ofsuch

managing underwriters can be sold without adversely affecting the marketability ofthe

offering (including an adverse effect on the per share offering price), which securities

will be so included in the following order of priority: (A) first, in the case of a Piggyback

Registration under Section 4.5(b)(iv), the securities the Company proposes to sell, (B)

then the Registrable Securities of the Investor and all other Holders who have requested

inclusion ofRegistmble Securities pursuant to Section 4.5(b)(ii) or Section 4.5(b)(iv), as

applicable, pro mta on thc basis ofthe aggregate numbcr ofsuch sccuritics or shares

owned by each such person and (C) lastly, any other securities of the Company that have

been requested to be so included, subject to the terms of this Agreement; provided,

hovvever, that if the Company has, prior to the Signing Date, entered into an agreement

with respect to its securities that is inconsistent with the order of priority contemplated

hereby then it shall apply the order of priority in such conflicting agreement to the extent

that it would otherwise result in a breach under such agrcement.

(c) Expenses of Registration. All Registration Expenses incurred in connection with

any registration, qualification or compliance hereunder shall be borne by the Company. All

Selling Expenses incurred in connection with any registrations hereunder shall be borne by the

holders of the securities so registered pro mta on the basis of the aggregate offering or sale price

of the securities so registered.

(d) Obligations of the Company. Whenever required to effect the registration of any

Registrable Securities or facilitate the distribution of Registrable Securities pursuant to an

effective Shelf Registration Statement, the Company shall, as expeditiously as reasonably

practicable:

(i) Prepare and file with the SEC a prospectus supplement or post-effective

amendment with respect to a proposed offering of Registrable Securities pursuant to an

etTectivc registration statement, subject to Section 4.5(d), kcep such registration

-20-

UST Sequence No. 1153
statement effective and keep such prospectus supplement current until the securities

described therein are no longer Registrable Securities.

(ii) Prepare and file with the SEC such amendments and supplements to the

applicable registration statement and the prospectus or prospectus supplement used in

connection with such registration statement as may be necessalY to comply with the

provisions of the Securities Act with respect to the disposition of all securities covered by

such registration statement.

(iii) Furnish to the Holders and any underwriters such number of copies of the

applicable registration statement and each such amendment and supplement thereto

(including in each case all exhibits) and of a prospectus, including a preliminary

prospectus, in conformity with the requirements of the Securities Act, and such other

documents as they may reasonably request in order to facilitate the disposition of

Registrable Securities owned or to be distributed by them.

(iv) Use its reasonable best efforts to register and qualify the securities covered

by such registration statement under such other securities or Blue Sky laws ofsuch

jurisdictions as shall be reasonably requested by the Holders or any managing

underwriter(s), to keep such registration or qualification in effect for so long as such

registration statcment remains in effect, and to take any other action which may be

reasonably necessary to enable such seller to consummate the disposition in such

jurisdictions of the securities owned by such Holder; provided that the Company shall not

be required in connection therewith or as a condition thereto to qualify to do business or

to file a general consent to service of process in any such states or jurisdictions.

(v) Notify each Holder ofRegistrable Securities at any time when a

prospectus relating thereto is required to be deli vered under the Securities Act of the

happening of any event as a result of which the applicable prospectus, as then in effect,

includes an untlUe statement of a material fact or omits to state a matelial fact required to

be stated therein or necessary to make the statements therein not misleading in light of

the circumstances then existing.

(vi) Give wlitten notice to the Holders:

(A) when any registration statement riled pursuant to Section 4.5(a) or

any amendment thereto has been filed with the SEC (except for any amendment

effected by the filing of a document with the SEC pursuant to the Exchange Act)

and when such registration statement or any post-effective amendment thereto has

become etleetive;

(B) of any request by thc SEC for amendments or supplements to any

registration statement or the prospectus included therein or for ndditional

information;

-21-

UST Sequence No. 1152
(C) of the issuance by the SEC of any stop order suspending the

effectiveness of any registration statement or the initiation of any proceedings for

that purpose;

(D) ofthe receipt by the Company or its legal counsel of any

notification with respect to the suspension ofthe qualification of the applicable

Registrable Securities for sale in any jurisdiction or the initiation or threatening of

any proceeding for such purpose;

(E) of the happening of any event that requires the Company to make

changes in any effective registration statement or the prospectus related to the

registration statement in order to make the statements therein not misleading

(which notice shall be accompanied by an instruction to suspend the use of the

prospectus until the requisite changes have been made); and

(F) if at any time the representations and warranties of the Company

contained in any underwriting agreement contemplated by Section 4.5(d)(x) cease

to be true and correct.

(vii) Use its reasonable best eftorts to prevent the issuance or obtain the

withdrawal of any order suspending the effectiveness of any registration statement

referred to in Section 4.5(d)(vi)(C) at the earliest practicable time.

(viii) Upon the occurrence of any event contemplated by Section 4.5(d)(v) or

4.5(d)(vi)(E), promptly prepare a post-effective amendment to such registration statement

or a supplement to the related prospectus or file any other required document so that, as

thereafter delivered to the Holders and any underwriters, the prospectus will not contain

an untrue statement of a material fact or omit to state any material fact necessary to make

the statements therein, in light of the circumstances under which they were made, not

misleading. If the Company notifies the Holders in accordance with Section 4.5(d)(vi)(E)

to suspend the use of the prospectus until the requisite changes to the prospectus have

been made, then the Holders and any underwriters shall suspend use ofsuch prospectus

and use their reasonable best efforts to return to the Company alI copies ofsllch

prospectus (at the Company's expense) other than permanent file copies then in such

Holders' or underwriters' possession. The total number of days that any such suspension

may be in effect in any l2-month period shalI not exceed 90 days.

(ix) Use reasonable best efforts to procure the cooperation of the Company's

transfer agent in settling any offering or sale of Registrable Securities, including with

respect to the transfer of physical stock certificates into book-entry form in accordance

with any procedures reasonably requested by the Holders or any managing

underwriter(s).

(x) Iran underwritten offering is requested pursuant to Section 4.5(b)(ii),

enter into an underwriting agreement in customary form, scope and substance and take all

-22-

()l)S.U J ·(}o[J~-lno)J.i\. YOl.2()908-/. 7.t) UST Sequence No. 1153
such other actions reasonably requested by the Holders of a majority of the Registrable

Securities being sold in connection therewith or by the managing underwriter(s), if any,

to expedite or facilitate the underwritten disposition ofsuch Registrable Securities, and in

connection therewith in any underwritten offering (including making members of

management and executives ofthe Company available to participate in "road shows",

similar sales events and other marketing activities), (A) make such representations and

warranties to the Holders that are selling stockholders and the managing underwriter(s), if

any, with respect to the business ofthe Company and its subsidiaries, and the Shelf

Registration Statement, prospectus and documents, if any, incorporated or deemed to be

incorporated by reference therein, in each case, in customary fonn, substance and scope,

and, if true, confirm the same if and when requested, (B) use its reasonable best efforts to

fumish the underwriters with opinions of counsel to the Company, addressed to the

managing underwriter(s), ifany, covering the matters customarily covered in such

opinions requested in underwritten offerings, (C) use its reasonable best efforts to obtain

"cold comfort" letters from the independent certified public accountants of the Company

(and, if necessary, any other independent certified public accountants of any business

acquired by the Company for which financial statements and financial data are included

in the Shelf Registration Statement) who have certified the financial statements included

in such ShelfRegistration Statement, addressed to each of the managing underwriter(s), if

any, such letters to be in customary form and covering matters of the type customarily

covered in "cold comfort" letters, (D) if an underwriting agreement is entered into, the

same shall contain indemnification provisions and procedures customary in underwritten

offerings (provided that the Investor shall not be obligated to provide any indemnity), and

(E) deliver such documents and certificates as may be reasonably requested by the

Holders of a majority of the Registrable Securities being sold in connection therewith,

their counsel and the managing underwriter(s), if any, to evidence the continued validity

of the representations and warranties made pursuant to clause (i) above and to evidence

compliance with any customary conditions contained in the underwriting agreement or

other agreement entered into by the Company.

(xi) Make available for inspection by a representative ofHolders that are

selling stockholders, the managing underwriter(s), if any, and any attomeys or

accountants retained by such Holders or managing underwriter(s), at the offices where

normally kept, during reasonable business hours, financial and other records, pertinent

cOlvorate documents and prope11ies ofthe Company, and cause the officers, directors and

employees of the Company to supply all information in each case reasonably requested

(and of the type customarily provided in connection with due diligence conducted in

connection with a rcgistered public offering ofsecurities) by any such representative,

managing underwriter(s), attomcy or accountant in cOimection with such Shelf

Registration Statement.

(xii) Use reasonable best efforts to cause all such Registrable Securities to be

listed on each national securities exchange on which similar securities issucd by the

Company arc thcn listcd or, irno similar sCCLllities issued by the Company are then listed

on any national securities exchange, use its rensonable best efforts to cause all such

-23-

O()SJ:1I-0001-1 O(J.'3·NY02.2(,I}{lX4 7.9 UST Sequence No. 1153
Registrable Securities to be listed on such securities exchange as the Investor may

designate.

(xiii) If requested by Holders of a majority of the Registrable Securities being

registered and/or sold in connection therewith, or the managing underwriter(s), if any,

promptly include in a prospectus supplement or amendment such information as the

Holders of a majority ofthe Registrable Securities being registered and/or sold in

connection therewith or managing underwriter(s), if any, may reasonably request in order

to permit the intended method of distribution ofsuch securities and make all required

filings ofsuch prospectus supplement or such amendment as soon as practicable after the

Company has received such request.

(xiv) Timely provide to its security holders eaming statements satisfying the

provisions of Section 11 (a) ofthe Securities Act and Rule 158 thereunder.

(e) Suspension of Sales. Upon receipt of written notice from the Company that a

registration statement, prospectus or prospectus supplement contains or may contain an untme

statement of a material fact or omits or may omit to state a material fact required to be stated

therein or necessary to make the statements therein not misleading or that circumstances exist

that make inadvisable use ofsuch registration statement, prospectus or prospectus supplement,

the Investor and each Holder of Registrable Securities shall forthwith discontinue disposition of

Registrable Securities until the Investor and/or Holder has received copies of a supplemented or

amended prospectus or prospectus supplement, or until thc Investor and/or such Holder is

advised in writing by the Company that the use ofthe prospectus and, if applicable, prospectus

supplement may be resumed, and, ifso directed by the Company, the Investor and/or such

Holder shall deliver to the Company (at the Company's expensc) all copies, other than

permanent file copies then in the Investor and/or such Holder's possession, ofthe prospectus

and, if applicable, prospectus supplement covering such Registrnble Securities current at the time

a f receipt ofsuch notice. The totnl number of days that any such suspension may be in effect in

any 12-month period shall not exceed 90 days.

(t) Termination of Registration Rights. A Holder's registration rights as to any

securities held by such Holder (and its Affiliates, partners, members ancl former members) shall

not be avnilable unless such securities are Registrable Securities.

(g) Furnishing Information.

(i) Neither the Investor nor ,my Holder shall use any free writing prospectus

(as dclined in Rule 405) in connection with the sale ofRegistrable Securities without the

prior written consent ofthe Company.

(ii) [t shall be a condition precedent to the obligations of the Company to take

any action pursuant to Section 4.5(cl) that Investor and/or the selling Holders and the

untlerwriters, if any, shall fUl11ish to the Company such intormntion regarding

themselves, the Registrable Securities held by them and the intended method of

-:24-

UST Sequence No. 1153
disposition ofsuch securities as shall be required to effect the registered offering of their

Registrable Securities.

(h) Indemnification.

(i) The Company agrees to indemnify each Holder and, if a Holder is a

person other than an individual, sllch Holder's officers, directors, employees, agents,

representatives and Affiliates, and each Person, if any, that controls a Holder within the

meaning ofthe Securities Act (each, an "Indemnitee"), against any and all losses, claims,

damages, actions, liabilities, costs and expenses (including reasonable fees, expenses and

disbursements of attorneys and other professionals incuITed in connection with

investigating, defending, settling, compromising or paying any such losses, claims,

damages, actions, liabilities, costs and expenses), joint or several, arising out of or based

upon any untrue statement or alleged untrue statement of material fact contained in any

registration statement, including any preliminary prospectlls or final prospectus contained

therein or any amendments or supplements thereto or any documents incorporated therein

by reference or contained in any free writing prospectus (as such teon is defined in Rule

405) prepared by the Company or authorized by it in writing for use by such Holder (or

any amendment or supplement thereto); or any omission to state therein a material fact

required to be stated therein or necessary to make the statements therein, in light of the

circumstances under which they were made, not misleading; provided, that the Company

shall not be liable to such Indemnitee in any such case to the extent that any such loss,

claim, damage, liability (or action or proceeding in respect thereof) or expense arises out

of or is based upon (A) an untrue statement or omission made in such registration

statement, including any such preliminary prospectus or final prospectus contained

therein or any such amendments or supplements thereto or contained in any free writing

prospectus (as such ternl is defined in Rule 405) prepared by the Company or authorized

by it in writing for use by such Holder (or any amendment or supplement thereto), in

reliance upon and in conformity with infoonation regarding SUCll Indemnitee or its plan

of distribution or ownership interests which was furnished in writing to the Company by

such Indemnitee for use in connection with such registration statement, including any

such preliminary prospectus or final prospectus contained therein or any such

amendments or supplements thereto, or (B) offers or sales effected by or on behalf of

such Indemnitee "by means or' (as defined in Rule l59A) a "free writing prospectus" (as

defined in Rulc 405) that was not authorized in writing by the Company.

(ii) If the indemnification provided for in Section 4.5(h)(i) is unavailable to an

lndcmnitec with respect to any losses, claims, damages, actions, liabilities, costs or

expenses referred to therein or is insufficient to hold the Indemnitee hal111Iess as

contemplated therein, then the Company, in lieu of indemnifying such Indemnitee, shall

contribute to the amount paid or payable by such Indemnitee as a result ofsuch losses,

claims, damages, actions, liabilities, costs or expcnses in such proportion as is appropriate

to reflect the relativc fault ofthe Indemnitee, on the one hand, and the Company, on the

other hand, in connection with the statements or omissions which resulted in such losses,

cbims, damages, actions, liabilitic", costs or expenses as well as any other relevant

-25-

UST Sequence No. 1153
equitable considerations. The relative fault of the Company, on the one hand, and of the

Indemnitee, on the other hand, shall be determined by reference to, among other factors,

whether the untrue statement of a material fact or omission to state a material fact relates

to information supplied by the Company or by the Indemnitee and the parties' relative

intent, knowledge, access to information and opportunity to correct or prevent such

statement or omission; the Company ancl each Holder agree that it would not be just and

equitable if contribution pursuant to this Section 4.5(h)(ii) were determined by pro rata

allocation or by any other method of allocation that does not take account ofthe equitable

considerations referred to in Section 4.5(h)(i). No Indemnitee guilty of fraudulent

misrepresentation (within the meaning of Section 11 (f) of the Securities Act) shall be

entitled to contribution from the Company if the Company was not guilty ofsuch

fraudulent misrepresentation.

(i) Assignment of Registration Rights. The rights of the Investor to registration of

Registrable Securities pursuant to Section 4.5(b) may be assigned by the Investor to a transferee

or assignee of Registrable Securities with a liquidation preference or, in the case of the WaITant,

the liquidation preference of the underlying shares of WaITant PrefeITed Stock, no less than an

amount equal to (i) 2% of the initial aggregate liquidation preference of the Preferred Shares if

such initial aggregate liquidation preference is less than $2 billion and (ii) $200 million if the

initial aggregate liquidation preference of the Preferred Shares is equal to or greater than $2

billion; provided, however, the transferor shall, within ten days after such transfer, furnish to the

Company written notice of the name and address ofsuch transferee or assignee and the number

and type of Registrable SecUlities that are being assigned.

(j) Clear Market. With respect to any undelwritten offering of Registrable Securities

by the [nvestor or other Holders pursuant to this Section 4.5, the Company agrees not to effect

(other than pursuant to such registration or pursuant to a Special Registration) any public sale or

distribution, or to file any Shelf Registration Statement (other than such registration or a Special

Registration) covering any preferred stock of the Company or any securities convertible into or

exchangeable or exercisable for preferred stock of the Company, during the period not to exceed

ten days prior and 60 days following the effective date ofsuch offering or such longer period up

to 90 days as may be requested by the managing undelwriter for such undelwritten offering. The

Company also agrees to cause such of its directors and senior executive officers to execute and

deliver custommy lock-up agreements in such form and for such time period lip to 90 days as

may be requested by the managing underwriter. "Special Registration" means the registration of

(A) equity securities and/or options or other rights in respect thereof solely registered on F0n11 S4 or Form S-8 (or successor fonn) or (B) shares of equity securities amI/or options or other rights

in respect thereof to be offered to directors, members ofmanagement, employees, consultants,

customers, lenders or vendors ofthe Company or Company Subsidiaries or in connection with

dividend reinvestment plans.

(k) Rule 144; Rule 144A. With a view to making available to the Investor ami

Holders the benefits of certain rules ancl regulations of the SEC which may pennit the sale of the

Registrable Securities to the public without registration, the Company agrees to use its

reasonable best efforts to:

-26-

095-'3\ ,0002-1 OO.'.\·NY02.2(.()OH4 7.'->

UST Sequence No. 1153
(i) make and keep public infonnation available, as those telTIlS are understood

and defined in Rule 144(c)( I) or any similar or analogous rule promulgated under the

Securities Act, at all times after the Signing Date;

(ii) (A) tile with the SEC, in a timely manner, all reports and other documents

required ofthe Company under the Exchange Act, and (B) if at any time the Company is

not required to file such reports, make available, upon the request of any Holder, such

infolTIlation necessary to pennit sales pursuant to Rule 144A (including the infolTIlation

required by Rule 144A(d)(4) under the Securities Act);

(iii) so long as the Investor or a Holder owns any Registrable Securities,

furnish to the Investor or such Holder fOlthwith upon request: a written statement by the

Company as to its compliance with the reporting requirements ofRule 144 under the

Securities Act, and of the Exchange Act; a copy of the most recent annual or quarterly

report of the Company; and such other repOlts and documents as the Investor or Holder

may reasonably request in availing itself of any rule or regulation ofthe SEC allowing it

to sell any such securities to the public without registration; and

(iv) take such further action as any Holder may reasonably request, all to the

extent required from time to time to enable such Holder to sell Registrable Securities

without registration under the Securities Act.

(I) As used in this Section 4.5, the following terms shall have the following

respective meanings:

(i) "Holder" means the Investor and any otller holder of Registrable

Securities to whom the registration rights conferred by this Agreement have becn

transferred in compliancc with Section 4.5(h) hereof.

(ii) "Holders' Counsef' means one counsel for thc selling Holders chosen by

Holdcrs holding a majority interest in the Registrable Securities being registered.

(iii) "Register," "registered," and "registration" shall refer to a registration

effected by preparing and (A) filing a registration statement or amendment thereto in

compliance with the Securities Act and applicable rules and regulations thereunder, and

thc declaration or ordering of effectiveness ofsuch registration statement or amendment

thereto or (B) filing a prospectus and/or prospectus supplement in respect of an

appropriate effective registration statement on Form S-3.

(iv) "Registrable Securities" means (A) all PrefelTed Shares, (B) the Warrant

(subject to Section 4.5(q)) and (C) any equity securities issued or issuable directly or

indirectly with respect to the securities referred to in the foregoing clauses (A) or (B) by

way of conversion, exercise or exchange thereof, including the Warrant Shares, or share

dividend or share split or in connection with a combination ofshares, recapitalization,

reclassification, merger, amalgamation, arrangement, consolidation or other

-27-

095J31-0002·IOIl.1]-c;Y02.2(>'JOX'7.9

UST Sequence No. 1153
reorganization, provided that, once issued, such securities will not be Registrable

Securities when (I) they are sold pursuant to an effective registration statement under the

Securities Act, (2) except as provided below in Section 4.5(p), they may be sold pursuant

to Rule 144 without limitation thereunder on volume or manner ofsale, (3) they shall

have ceased to be outstanding or (4) they have been sold in a private transaction in which

the transferor's rights under this Agreement are not assigned to the transferee of the

securities. No Registrable Securities may be registered under more than one registration

statement at anyone time.

(v) "Registration Expenses" mean all expenses incurred by the Company in

effecting any registration pursuant to this Agreement (whether or not any registration or

prospectus becomes effective or final) or otherwise complying with its obligations under

this Section 4.5, including all registration, filing and listing fees, printing expenses, fees

and disbursements of counsel for the Company, blue sky fees and expcnses, expenses

incurred in connection with any "road show", the reasonable fees and disbursements of

Holders' Counsel, and expenses of the Company's independent accountants in

cOImection with any regular or special reviews or audits incident to or required by any

such registration, but shall not include Selling Expenses.

(vi) "Rule 144", "Rule 144A", "Rule /59A", "Rule 405" and "Rule 415" mean,

in each case, such rule promulgated under the Securities Act (or any successor provision),

as the same shall be amended from time to time.

(vii) "Selling Expenses" mean all discounts, selling commissions and stock

transfer taxes applicable to the sale of Registrable Securities and fees and disbursements

of counsel for any Holder (othcr than the fees and disbursements of Holders' Counsel

included in Registration Expenses).

(m) At any time, any holder of Securities (including any Holder) may elect to forfeit

its rights set fOlih in this Section 4.5 from that date forward; provided, that a Holder forfeiting

such rights shall nonetheless be entitled to participate undcr Section 4.5(b)(iv) - (vi) in any

Pending Underwritten Offering to the same extent that such Holder would have been entitled to

if the holder had not withdrawn; and provided,.fitrther, that no such forfeiture shall temlinate a

Holder's lights or obligations under Section 4.5(g) with respect to any prior registration or

Pending Underwritten Offering. "Pending Underwritten Offering" means, with respect to any

Holder forfeiting its rights pursuant to this Section 4.5(m), any underwritten offering of

Registrable Securities in which such Holdcr has advised the Company of its intent to register its

Registrable SecUlities either pursuant to Section 4.5(b)(ii) or 4.5(b)(iv) prior to the date ofsuch

Holder's forfeiture.

(n) Specific Performance. The parties hereto acknowledge that there would be no

adequate remedy at law if the Company fails to pcrfoml any of its obligations under this Section

4.5 and that the Investor and the Holders from time to time may be iO'eparnbly harmed by any

such failure, and accordingly agree that the Investor and such Holders, in addition to any other

rcmedy to which thcy may bc entitled at law or in equity, to thc fullest extent permitted and

-28-

095.1,11-0001·1 {)().13·N Y01.2(190H4 7.9 USTSequence No. 1153
enforceable under applicable law shall be entitled to compel specific performance of the

obligations ofthe Company under this Section 4.5 in accordance with the terms and conditions

ofthis Section 4.5.

(0) No Inconsistent Agreements. The Company shall not, on or after the Signing

Date, enter into any agreement with respect to its securities that may impair the rights granted to

the Investor and the Holders under this Section 4.5 or that otherwise conflicts with the provisions

hereof in any manner that may impair the rights granted to the Investor and the Holders under

this Section 4.5. In the event the Company has, prior to the Signing Date, entered into any

agreement with respect to its securities that is inconsistent with thc rights granted to the Investor

and the Holders under this Section 4.5 (including agreements that are inconsistent with the order

of priority contemplated by Section 4.5(b)(vi» or that may otherwise conflict with the provisions

hereof, the Company shall use its reasonable best efforts to amend such agreements to ensure

they are consistent with the provisions of this Section 4.5.

(p) Certain Offerings by the Investor. In the case of any securities held by the

Investor that cease to be Registrable Securities solely by reason of clause (2) in the definition of

"Registrable Securities," the provisions of Sections 4.5(b)(ii), clauses (iv), (ix) and (x)-(xii) of

Section 4.5(cl), Section 4.5(h) and Section 4.5(j) shall continue to apply until such securities

otherwise cease to be Registrable Securities. In any such case, an "underwlitten" offering or

other disposition shall include any distribution ofsuch securities on behalf ofthe Investor by one

or more broker-dealers, an "underwriting agreement" shall include any purchase agreement

entered into by such broker-dealers, and any "registration statement" or "prospectus" shall

include any offering document approved by the Company and used in connection with such

distlibution.

(q) Registered Sales of the Warrant. The Holders agree to sell the WalTant or any

portion thereof under the Shelf Registration Statement only beginning 30 days after notifying the

Company of any such sale, during which 30-day period the Investor and all Holders ofthe

Warrant shall take reasonable steps to agree to revisions to the Warrant to permit a public

distribution of the Warrant, including entering into a warrant agreement and appointing a warrant

agent.

4.6 Depositary Shares. Upon request by the Investor at any time following the

Closing Date, the Company shall promptly enter into a depositary arrangement, pursuant to

customary agreements reasonably satisfactory to the Investor ancl with a depositary reasonably

acccptablc to the Investor, pursuant to which the PrefelTed Shares or the Warrant Shares may be

deposited and depositary shares, each representing a fr8ction of 8 Prefencd Share or Warrant

Share, as applicable, as specified by the Investor, may be issued. From and 8fter the execution of

any such depositary ammgement, and the deposit of any Preferred Shares or Warrant Sh8res, as

applicable, pursuant thereto, the depositary shares issued pursuant thereto shall be deemed

"Preferred Shares", "WalTant Shares" and, as applicable, "Registrable Securities" for purposes of

this Agreement.

4.7 Restriction on Dividends and Repurchases.

-29-

()95.~.l J -000]-1 OO.11-NY01.2()()()R4 7.9 UST Sequence No. 1153
(a) Prior to the earlier of (x) the third anniversary of the Closing Date and (y) the date

on which all ofthe Preferred Shares and Warrant Shares have been redeemed in whole or the

Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are

not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without

the consent of the Investor, declare or pay any dividend or make any distribution on capital stock

or other equity securities of any kind of the Company or any Company Subsidiary (other than (i)

regular quarterly cash dividends of not more than the amount ofthe last quarterly cash dividend

per share declared or, if lower, announced to its holders ofCommon Stock an intention to

declare, on the Common Stock prior to November 17,2008, as adjusted for any stock split, stock

dividend, reverse stock split, reclassification or similar transaction, (ii) dividends payable solely

in shares ofCommon Stock, (iii) regular dividends on shares ofpreferred stock in accordance

with the tenns thereof and which are pennitted under the tenns of the Preferred Shares and the

Wammt Shares, (iv) dividends or distributions by any wholly-owned Company Subsidiary or (v)

dividends or distributions by any Company Subsidiary required pursuant to binding contractual

agreements entered into prior to November 17,2008).

(b) During the period beginning on the third anniversmy ofthe Closing Date and

ending on the earlier of (i) the tenth anniversary of the Closing Date and (ii) the date on which all

ofthe Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has

transferred all ofthe Preferred Shares and Warrant Shares to third parties which are not Affiliates

of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of

thc Investor, (A) pay any per share dividend or distribution on capital stock or other equity

securities of any kind of the Company at a per annum rate that is in excess of 103% of the

aggregate per share dividends and distributions for the immediately prior fiscal year (other than

regular dividends on shares of prefelTed stock in accordance with the terms thereof and which

are pennitted under the tenus of the PrefelTed Shares and the WarTant Shares); provided that no

increase in the aggregate amount of dividends or distributions on Common Stock shall be

pennitted as a rcsult of any dividends or distributions paid in shares of Common Stock, any stock

split or any similar transaction or (B) pay aggregate dividends or distributions on capital stock or

other equity securities of any kind of any Company Subsidiary that is in excess of 103% of the

aggregate dividends and distributions paid for the immcdiately prior fiscal year (other than in the

case ofthis clause (B), (l) regular dividends on shares of preferred stock in accordance with the

tenns thereof and which are permitted under the terms of the PrefelTed Shares and the Waml11t

Shares, (2) dividends or distributions by any wholly-owned Company Subsidiary, (3) dividends

or distributions by any Company Subsidiary required pursuant to binding contractual agreements

entered into prior to November 17, 2008) or (4) dividends or distributions on newly issued shares

ofcapitaJ stock for cash or other property.

(c) Prior to thc earlicr of (x) the tcnth anniversmy of the Closing Date and (y) the date

on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the

Investor has transferred all 01' tht:: PrefctTed Shares ancl Warranl Shares to third parties which are

not Affiliates of thc Investor, neither the Company nor any Company Subsidimy shall, without

the consent of the Investor, redeem, purchase or acquire any shares of Common Stock or other

capital slock or other equily securities of any kind of thc Company or any Company Subsidimy,

or any trust preferred securities issued by the Company or any Affiliate ofthe Company, other

-30-

UST Sequence No. 1153
than (i) redemptions, purchases or other acquisitions of the Preferred Shares and Warrant Shares,

(ii) in connection with the administration of any employee benefit plan in the ordinary course of

business and consistent with past practice, (iii) the acquisition by the Company or any of the

Company Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial

ownership of any other persons (other than the Company or any other Company Subsidiary),

including as trustees or custodians, (iv) the exchange or conversion ofJunior Stock for or into

other Junior Stack or of Parity Stock or trust preferred securities for or into other Parity Stock

(with the same or lesser aggregate liquidation amount) or Junior Stock, in each case set forth in

this clause (iv), solely to the extent required pursuant to binding contrachml agreements entered

into prior to the Signing Date or any subsequent agreement for the accelerated exercise,

settlement or exchange thereof for Common Stock (clauses (ii) and (iii), collectively, the

"Permitted Repurchases"), (v) redemptions ofsecurities held by the Company or any whollyowned Company Subsidiary or (vi) redemptions, purchases or other acquisitions of capital stock

or other equity securities of any kind of any Company Subsidiary required pursuant to binding

contractual agreements entered into prior to November 17,2008.

(d) Until such time as the Investor ceases to own any Preferred Shares or Warrant

Shares, the Company shall not rcpurchase any Preferred Shares or Warrant Shares from any

holder thereof, whether by means of open market purchase, negotiated transaction, or otherwise,

other than Permitted Repurchases, unless it offers to repurchase a ratable portion of the Preferred

Shares or Warrant Shares, as the case may be, then held by the Investor on the same terms and

conditions.

(e) During the period beginning on the tenth anniversary of the Closing and ending

on the date on which all of the Preferred Shares and WaITant Shares have been redeemed in

whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third

parties which are not Affiliates of the Investor, neither the Company nor any Company

Subsidiary shall, without the consent of the Investor, (i) declare or pay any dividend or make any

distribution on capital stock or other equity securities of any kind of the Company or any

Company Subsidiary; or (ii) redeem, purchase or acquire any shares of Common Stock or other

capital stock or other equity securities of any kind of the Company or any Company Subsidimy,

or any trust prefelTed securities issued by the Company or any Affiliate of the Company, other

than (A) redemptions, purchases or other acquisitions of tile Preferred Shares and Warrant

Shares, (B) regular dividends on shares of prefelTed stock in accordance with the terms thereof

and which arc pcm1ittcd under the terms of thc Prefened Shares and tllc Warrant Shares, or (C)

dividends or distributions by any wholly-owned Company Subsidimy.

(n "Junior Stock" mcans Common Stock and any other class or series ofstock of the

Company the telll1S of which expressly provide that it ranks junior to the Preferred Shares as to

dividend rights and/or as to rights on liquidation, dissolution or winding up of the Company.

"Parity Stock" means any class or series ofstock of the Company the terms of which do not

expressly provide that such class or series will rank senior or junior to the Preferred Shares as to

dividend rights and/or as to rights on liquidation, dissolution or winding up of the Company (in

each case without regard to whether dividends accme cumulatively or non-cumulatively).

-31-

OtJ5.n r-0002-1 OO.1J.N Ytl2.26t)O~·17.<)

UST Sequence No. 1153
4.8 Executive Compensation. Until such time as the Investor ceases to own any debt

or equity securities ofthe Company acquired pursuant to this Agreement or the Warrant, the

Company shall take all necessary action to ensure that its Benefit Plans with respect to its Senior

Executive Officers comply in all respects with Section lll(b) of the EESA as implemented by

any guidance or regulation thereunder that has been issued and is in effect as of the Closing Date,

and shall not adopt any new Benefit Plan with respect to its Senior Executive Officers that does

not comply therewith. "Senior Executive qlJicers" means the Company's "senior executive

officers" as defined in subsection 111 (b)(3) of the EESA and regulations issued thereunder,

including the rules set fOlth in 31 C.F.R. Part 30.

4.9 Related Party Transactions. Until such time as the Investor ceases to own any

Purchased Securities or Warrant Shares, the Company and the Company Subsidiaries shall not

enter into transactions with AtIiliates or related persons (within the meaning ofItem 404 under

the SEC's Regulation S-K) unless (i) such transactions are on tern1S no less favorable to the

Company and the Company Subsidiaries than could be obtained from an unaffiliated third party,

and (ii) have been approved by the audit committee ofthe Board of Directors or comparable

body ofindependent directors ofthe Company.

4.10 Bank and Thrift Holding Company Status. If the Company is a Bank Holding

Company or a Savings and Loan Holding Company on the Signing Date, then the Company shall

maintain its status as a Bank Holding Company or Savings and Loan Holding Company, as the

case may be, for as long as the Investor owns any Purchased Securities or Wan"ant Shares. The

Company shall redeem all Purchased Securities and Warrant Shares held by the Investor prior to

tenninating its status as a Bank Holding Company or Savings and Loan Holding Company, as

applicable. "Bank Holding Company" means a company registered as such with the Board of

Governors ofthe Federal Reserve System (the "Federal Reserve") pursuant to 12 U.S.C. §1842

and the regulations ofthc Federal Reserve promulgated thereunder. "Savings and Loan Holding

Company" means a company registered as such with the Office ofThrift Supervision pursuant to

12 U.S.c. §1467(a) and the regulations of the Oflice of Thrift Supervision promulgated

thereunder.

4.11 Predominantly Financial. For as long as the Investor owns any Purchased

Securities or Warrant Shares, the Company, to the extent it is not itself an insured depositoly

institution, agrees to remain predominantly engaged in financial activities. A company is

predominantly engaged in financial activities if the annual gross revenues derived by the

company and all subsidiaries of the company (excluding revenues derived from subsidiary

depositOly institutions), on a consolidated basis, from engaging in activities that are financial in

nature or are incidental to a financial activity under subsection (k) of Section 4 of the Bank

Holding Company Act of 1956 (12 U.S.C. 1843(k)) represent at least 85 percent of the

consolidated annual gross revenues of the company.

Article V

MisceHaneous

5.1 Termination. This Agreement may be terminated at any time prior to the Closing:

-32-

Oll5.J3 1·(lIlle -\00.1,\-'1 Y02.16ll0X4 7.'1

UST Sequence No. 1153
(a) by either the Investor or the Company if the Closing shall not have occurred by

the 30lh calendar day following the Signing Date; provided, however, that in the event the

Closing has not occlllTed by such 30lh calendar day, the parties will consult in good faith to

detennine whether to extend the term of this Agreement, it being understood that the parties shall

be required to consult only until the fifth day after such 30lh calendar day and not be under any

obligation to extend the term of this Agreement thereafter; provided,filrther, that the right to

terminate this Agreement under this Section 5.l(a) shall not be available to any party whose

breach of any representation or warranty or failure to perform any obligation under this

Agreement shall have caused or resulted in the failure of the Closing to occur on or prior to such

date; or

(b) by either the Investor or the Company in the event that any Governmental Entity

shall have issued an order, decree or ruling or taken any other action restraining, enjoining or

otherwise prohibiting the transactions contemplated by this Agreement and such order, decree,

ruling or other action shall have become final and nonappealable; or

(c) by the mutual written consent ofthe Investor and the Company.

In the event of termination of this Agreement as provided in this Section 5.1, this Agreement

shall forthwith become void and there shall be no liability on the part of either paliy hereto

except that nothing herein shall relieve either party from liability for any breach of this

Agreement.

5.2 Survival of Representations and WmTanties. All covenants and agreements, other

than those which by their terms apply in whole or in part after the Closing, shall terminate as of

the Closing. The representations and wan-anties ofthe Company made herein or in any

certificates delivered in connection with the Closing shall survive the Closing without limitation.

5.3 Amendment. No amendment of any provision of this Agreement will be effective

unless made in writing and signed by an officer or a duly authorized representative of each party;

provided that the Investor may unilaterally amend any provision of this Agreement to the extent

required to comply with any changes after the Signing Date in applicable federal statutes. No

failure or delay by any party in exercising any right, power or privilege hereunder shall operate

as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further

exercise of any other right, power or privilege. The rights and remedies herein provided shall be

cumulative of any rights or remedies provided by law.

5.4 Waiver of Conditions. The conditions to each party's obligation to consummate

the Purchase are for the sole benefit ofsuch paIiy and may be waived by such paliy in whole or

in part to the extent pelmitted by applicable law. No waiver will be effective unless it is in a

writing signed by a duly authorized officer of the waiving party that makes express reference to

the provision or provisions subject to such waiver.

5.5 Governing Law: Submission to Jurisdiction, Etc. This Agreement will be

governed by and construed in accordance with the federal law of the United States if and to

-33-

UST Sequence No. 1153 095331-0()U~-1 O{L\)-NYO~.16()O){-17.(J
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.

Each of the parties hereto agrees (a) to submit to the exclusive jurisdiction and venue of the

United States District Court for the District of Columbia and the United States Court of

Federal Claims for any and all civil actions, suits or proceedings arising out of or relating

to this Agreement or the Warrant or the transactions contemplated hereby or thereby, and

(b) that notice may be served upon (i) the Company at the address and in the manner set

forth for notices to the Company in Section 5.6 and (ii) the Investor in accordance with

federal law. To the extent permitted by applicable law, each of the parties hereto hereby

unconditionally waives trial by jury in any civil legal action or proceeding relating to this

Agreement or the Warrant or the transactions contemplated hereby or thereby.

5.6 Notices. Any notice, request, instruction or other document to be given hereunder

by any patty to the other will be in writing and will be deemed to have been duly given (a) on the

date of delivery if delivered personally, or by facsimile, upon confirmation ofreceipt, or (b) on

the second business day following the date of dispatch if delivered by a recognized next day

courier service. All notices to the Company shall be delivered as set forth in Schedule A, or

pursuant to such other instruction as may be designated in writing by the Company to the

Investor. All notices to the Investor shall be delivered as set forth below, or pursuant to such

other instructions as may be designated in writing by the Investor to the Company.

{f to the Investor:

United States Department of the Treasury

1500 Pennsylvania Avenue, NW, Room 2312

Washington, D.C. 20220

Attention: Assistant General Counsel (Banking and Finance)

Facsimile: (202) 622-1974

5.7 Definitions

(a) When a reference is made in this Agreement to a subsidiary of a person, the tenn

"subsidiary" means any corporation, partnership, joint venture, limiteu liability company or other

entity (x) of which sLlch person or a subsidiary ofsuch person is a general partner or (y) of which

a majority of the voting securities or other voting interests, or a majority of the securities or other

interests of which having by their terms ordinary voting power to elect a majOlity of the board of

directors or persons performing similar functions with respect to sLlch entity, is directly or

indirectly owned by such person and/or one or more subsidiaries thereof.

(b) The term ''Affiliate'' means, with respect to any person, any person directly or

indirectly controlling, controlled by or uncler common control with, such other person. For

purposes ofthis definition, "control" (including, with correlative meanings, the terms "controlled

hF" and "under COlllllwn cO/lfrol with"') when used with respect to any person, means the

possession, directly or indirectly, of the power to cause the direction of management and/or

-34-

UST Sequence No. 1153
policies ofsuch person, whether tlu'ough the ownership of voting securities by contract or

otherwise.

(c) The terms "knowledge ofthe Company" or "Company's knowledge" mean the

actual knowledge after reasonable and due inquiry of the "officers" (as such term is defined in

Rule 3b-2 under the Exchange Act, but excluding any Vice President or Secretmy) of the

Company.

5.8 Assignment. Neither this Agreement nor any right, remedy, obligation nor

liability arising hereunder or by reason hereof shall be assignable by any party hereto without the

prior written consent of the other party, and any attempt to assign any right, remedy, obligation

or liability hereunder without such consent shall be void, except (a) an assignment, in the case of

a merger, consolidation, statutoly share exchange or similar transaction that requires the approval

of the Company's stockholders (a "Business Combination") where such party is not the surviving

entity, or a sale ofsubstantially all of its assets, to the entity which is the survivor of such

Business Combination or the purchaser in such sale and (b) as provided in Sections 3.5 and 4.5.

5.9 Severability. If any provision of this Agreement or the Warrant, or the application

thereof to any person or circumstance, is determined by a court of competent jurisdiction to be

invalid, void or unenforceable, the remaining provisions hereof, or the application of such

provision to persons or circumstances other than those as to which it has been held invalid or

unenforceable, will remain in full force and effect and shall in no way be affected, impaired or

invalidated thereby, so long as the economic or legal substance of the transactions contemplated

hereby is not affected in any manner materially adverse to any party. Upon such determination,

the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable

substitute provision to effect the original intent of the parties.

5.10 No Third Party Beneficiaries. Nothing contained in this Agreement, expressed or

implied, is intended to confer upon any person or entity other than the Company and the Investor

any benefit, right or remedies, except that the provisions of Section 4.5 shall inure to the benefit

of the persons refen'ed to in that Section.

* * *

-35-

095.D 1-0002·] OO:U-N)·02.26l)tlX~7,IJ UST Sequence ~!(

UST Sequence No. 1153
ANNEXA

FORM OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK

[SEE ATTACHED]

UST Sequence No. 1153
ANNEXA

FORM OF [CERTIFICATE OF DESIGNATIONS]

OF

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES [e]

OF

[e]

[Insert name ofIssuer], a [corporation/banklbanking association] organized and existing

under the laws ofthe [Insert jurisdiction oforganization] (the "Issuer"), in accordance with the

provisions of Section[s] [e] ofthe [Insert applicable statute] thereof, does hereby certify:

The board of directors ofthe Issuer (the "Board of Directors") or an applicable committee

ofthe Board of Directors, in accordance with the [[certificate of incorporation/articles of

association] and bylaws] ofthe Issuer and applicable law, adopted the following resolution on

[e] creating a series of [e] shares of Preferred Stock ofthe Issuer designated as "Fixed Rate

Cumulative Perpetual Preferred Stock, Series reI".

RESOLVED, that pursuant to the provisions ofthe [[certificate of incorporation/articles

of association] and the bylaws] ofthe Issuer and applicable law, a series of Preferred Stock, par

value $[e] per share, ofthe Issuer be and hereby is created, and that the designation and number

ofshares ofsuch series, and the voting and other powers, preferences and relative, participating,

optional or other rights, and the qualifications, limitations and restrictions thereof, ofthe shares

ofsuch series, are as follows:

Part I. Designation and Number of Shares. There is hereby created out ofthe authorized

and unissued shares of preferred stock ofthe Issuer a series of preferred stock designated as the

"Fixed Rate Cumulative Perpetual Preferred Stock, Series [e]" (the "Designated Preferred

Stock"). The authorized number ofshares ofDesignated Preferred Stock shall be [e].

Part 2. Standard Provisions. The Standard Provisions contained in Schedule A attached

hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of

this [Certificate ofDesignations] to the same extent as ifsuch provisions had been set forth in

full herein.

Part. 3. Definitions. The following terms are used in this [Certificate of Designations]

(including the Standard Provisions in Schedule A hereto) as defined below:

(a)

Issuer.

"Common Stock" means the common stock, par value $[ e] per share, ofthe

(b) "Dividend Payment Date" means February 15, May 15, August 15 and November

15 of each year.

095331.QO02-11515-NY02.2690860.IO
(c) "Junior Stock" means the Common Stock, [Insert titles ofany existing Junior

Stock] and any other class or series ofstock ofthe Issuer the terms of which expressly provide

that it ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on

liquidation, dissolution or winding up ofthe Issuer.

(d) "Liquidation Amount" means $[1,000]\ per share ofDesignated Preferred Stock.

(e) "Minimum Amount" means $[Insert $ amount equal to 25% ofthe aggregate

value ofthe Designated Preferred Stock issued on the Original Issue Date].

(f) "Parity Stock" means any class or series ofstock ofthe Issuer (other than

Designated Preferred Stock) the terms ofwhich do not expressly provide that such class or series

will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights

on liquidation, dissolution or winding up ofthe Issuer (in each case without regard to whether

dividends accrue cumulatively or non-cumulatively). Without limiting the foregoing, Parity

Stock shall include the Issuer's [Insert title(s) ofexisting classes or series ofParity Stock].

(g) "Signing Date" means [Insert date ofapplicable securities purchase agreement].

Part. 4. Certain Voting Matters. [To be inserted ifthe Charter providesfor voting in

proportion to liquidation preferences: Whether the vote or consent ofthe holders of a plurality,

majority or other portion ofthe shares of Designated Preferred Stock and any Voting Parity

Stock has been cast or given on any matter on which the holders ofshares of Designated

Preferred Stock are entitled to vote shall be determined by the Issuer by reference to the specified

liquidation amount ofthe shares voted or covered by the consent as ifthe Issuer were liquidated

on the record date for such vote or consent, if any, or, in the absence of a record date, on the date

for such vote or consent. For purposes of determining the voting rights ofthe holders of

Designated Preferred Stock under Section 7 ofthe Standard Provisions forming part ofthis

[Certificate of Designations], each holder will be entitled to one vote for each $1,000 of

liquidation preference to which such holder's shares are entitled.] [To be inserted ifthe Charter

does not provide for voting in proportion to liquidation preferences: Holders ofshares of

Designated Preferred Stock will be entitled to one vote for each such share on any matter on

which holders of Designated Preferred Stock are entitled to vote, including any action by written

consent.]

[Remainder ofPage Intentionally Left Blank]

I If Issuer desires to issue shares with a higher dollar amount liquidation preference, liquidation preference

references will be modified accordingly. In such case (in accordance with Section 4.6 ofthe Securities

Purchase Agreement), the issuer will be required to enter into a deposit agreement.

2 095331·0002·11515·NY02.2690860.10
IN WITNESS WHEREOF, [Insert name ofIssuer] has caused this [Certificate of

Designations] to be signed by [-], its [-], this [-] day of[-].

[Insert name ofIssuer]

By: _

Name:

Title:

3 095331-0002-1 15 15-NY02.2690860. 10
Schedule A

STANDARD PROVISIONS

Section 1. General Matters. Each share of Designated Preferred Stock shall be identical

in all respects to every other share of Designated Preferred Stock. The Designated Preferred

Stock shall be perpetual, subject to the provisions of Section 5 ofthese Standard Provisions that

form a part ofthe Certificate of Designations. The Designated Preferred Stock shall rank equally

with Parity Stock and shall rank senior to Junior Stock with respect to the payment ofdividends

and the distribution of assets in the event of any dissolution, liquidation or winding up ofthe

Issuer.

Section 2. Standard Definitions. As used herein with respect to Designated Preferred

Stock:

(a) "Applicable Dividend Rate" means (i) during the period from the Original Issue

Date to, but excluding, the first day ofthe first Dividend Period commencing on or after the fifth

anniversary ofthe Original Issue Date, 5% per annum and (ii) from and after the first day ofthe

first Dividend Period commencing on or after the fifth anniversary ofthe Original Issue Date,

9% per annum.

(b) "Appropriate Federal Banking Agency" means the "appropriate Federal banking

agency" with respect to the Issuer as defined in Section 3(q) ofthe Federal Deposit Insurance

Act (12 U.S.c. Section 1813(q)), or any successor provision.

(c) "Business Combination" means a merger, consolidation, statutory share

exchange or similar transaction that requires the approval ofthe Issuer's stockholders.

(d) "Business Day" means any day except Saturday, Sunday and any day on which

banking institutions in the State ofNew York generally are authorized or required by law or

other governmental actions to close.

(e) "Bylaws" means the bylaws ofthe lssuer, as they may be amended from time to

time.

(f) "Certificate of Designations" means the Certificate ofDesignations or comparable

instrument relating to the Designated Preterred Stock, of which these Standard Provisions form a

part, as it may be amended from time to time.

(g) "Charter" means the Issuer's certificate or articles of incorporation, articles of

association, or similar organizational document.

(h) "Dividend Period" has the meaning set forth in Section 3(a).

(i) "Dividend Record Date" has the meaning set forth in Section 3(a).

U) "Liquidation Preterence" has the meaning set forth in Section 4(a).

A-I 095331·0002-1 15 15-NY02.2690860. 10
(k) "Original Issue Date" means the date on which shares of Designated Preferred

Stock are first issued.

(I) "Preferred Director" has the meaning set forth in Section 7(b).

(m) "Preferred Stock" means any and all series of preferred stock ofthe Issuer,

including the Designated Preferred Stock.

(n) "Qualified Equity Offering" means the sale and issuance for cash by the Issuer to

persons other than the Issuer or any ofits subsidiaries after the Original Issue Date ofshares of

perpetual Preferred Stock, Common Stock or any combination ofsuch stock, that, in each case,

qualify as and may be included in Tier 1 capital ofthe Issuer at the time of issuance under the

applicable risk-based capital guidelines ofthe Issuer's Appropriate Federal Banking Agency

(other than any such sales and issuances made pursuant to agreements or arrangements entered

into, or pursuant to financing plans which were publicly announced, on or prior to November 17,

2008).

(0) "Standard Provisions" mean these Standard Provisions that form a part ofthe

Certificate of Designations relating to the Designated Preferred Stock.

(p) "Successor Preferred Stock" has the meaning set forth in Section 5(a).

(q) "Voting Parity Stock" means, with regard to any matter as to which the holders of

Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) ofthese

Standard Provisions that form a part ofthe Certificate of Designations, any and all series of

Parity Stock upon which like voting rights have been conferred and are exercisable with respect

to such matter.

Section 3. Dividends.

(a) Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each

share of Designated Preferred Stock if, as and when declared by the Board of Directors or any

duly authorized committee ofthe Board of Directors, but only out of assets legally available

therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a

rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of

Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior

Dividend Period on such share of Designated Preferred Stock, ifany. Such dividends shall begin

to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent

Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the

first Dividend Payment Date for such other dividends has passed without such other dividends

having been paid on such date) and shall be payable quarterly in arrears on each Dividend

Payment Date, commencing with the first such Dividend Payment Date to occur at least 20

calendar days after the Original Issue Date. In the event that any Dividend Payment Date would

otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be

postponed to the next day that is a Business Day and no additional dividends will accrue as a

result ofthat postponement. The period from and including any Dividend Payment Date to, but

excluding, the next Dividend Payment Date is a "Dividend Period", provided that the initial

A·2 095331-0002-1 15 15-NY02.2690860. 10
Dividend Period shall be the period from and including the Original Issue Date to, but excluding,

the next Dividend Payment Date.

Dividends that are payable on Designated Preferred Stock in respect of any Dividend

- Period shall be computed on the basis of a 360-day year consisting oftwelve 30-day months. The

amount of dividends payable on Designated Preferred Stock on any date prior to the end of a

Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day

year consisting oftwelve 30-day months, and actual days elapsed over a 30-day month.

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date

will be payable to holders ofrecord of Designated Preferred Stock as they appear on the stock

register ofthe Issuer on the applicable record date, which shall be the 15th calendar day

immediately preceding such Dividend Payment Date or such other record date fixed by the

Board of Directors or any duly authorized committee ofthe Board of Directors that is not more

than 60 nor less than 10 days prior to such Dividend Payment Date (each, a "Dividend Record

Date"). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether

or not such day is a Business Day.

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether

payable in cash, securities or other property, other than dividends (if any) declared and payable

on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of

the Certificate ofDesignations).

(b) Priority of Dividends. So long as any share of Designated Preferred Stock

remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock

or any other shares ofJunior Stock (other than dividends payable solely in shares ofCommon

Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity

Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly,

purchased, redeemed or otherwise acquired for consideration by the Issuer or any of its

subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the

latest completed Dividend Period (including, if applicable as provided in Section 3(a) above,

dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or

are contemporaneously declared and paid in full (or have been declared and a sum sufficient for

the payment thereof has been set aside for the benefit ofthe holders ofshares of Designated

Preferred Stock on the applicable record date). The foregoing limitation shall not apply to (i)

redemptions, purchases or other acquisitions ofshares ofCommon Stock or other Junior Stock in

connection with the administration of any employee benefit plan in the ordinary course of

business and consistent with past practice; (ii) the acquisition by the Issuer or any of its

subsidiaries ofrecord ownership in Junior Stock or Parity Stock for the beneficial ownership of

any other persons (other than the Issuer or any of its subsidiaries), including as trustees or

custodians; and (iii) the exchange or conversion ofJunior Stock for or into other Junior Stock or

of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation

amount) or Junior Stock, in each case, solely to the extent required pursuant to binding

contractual agreements entered into prior to the Signing Date or any subsequent agreement for

the accelerated exercise, settlement or exchange thereoffor Common Stock.

A-3 095331-0002-1 15 I5-NY02.2690860. 10
When dividends are not paid (or declared and a sum sufficient for payment thereofset

aside for the benefit ofthe holders thereof on the applicable record date) on any Dividend

Payment Date (or, in the case of Parity Stock having dividend payment dates different from the

Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to

such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity

Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and

payable on such Dividend Payment Date (or, in the case ofParity Stock having dividend

payment dates different from the Dividend Payment Dates, on a dividend payment date falling

within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so

that the respective amounts ofsuch dividends declared shall bear the same ratio to each other as

all accrued and unpaid dividends per share on the shares of Designated Preferred Stock

(including, if applicable as provided in Section 3(a) above, dividends on such amount) and all

Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having

dividend payment dates different from the Dividend Payment Dates, on a dividend payment date

falling within the Dividend Period related to such Dividend Payment Date) (subject to their

having been declared by the Board ofDirectors or a duly authorized committee ofthe Board of

Directors out of legally available funds and including, in the case ofParity Stock that bears

cumulative dividends, all accrued but unpaid dividends) bear to each other. Ifthe Board of

Directors or a duly authorized committee ofthe Board ofDirectors determines not to pay any

dividend or a full dividend on a Dividend Payment Date, the Issuer will provide written notice to

the holders of Designated Preferred Stock prior to such Dividend Payment Date.

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or

other property) as may be determined by the Board of Directors or any duly authorized

committee ofthe Board of Directors may be declared and paid on any securities, including

Common Stock and other Junior Stock, from time to time out of any funds legally available for

such payment, and holders of Designated Preferred Stock shall not be entitled to participate in

any such dividends.

Section 4. Liquidation Rights.

(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution

or winding up ofthe affairs ofthe Issuer, whether voluntary or involuntary, holders of

Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred

Stock, out ofthe assets ofthe Issuer or proceeds thereof (whether capital or surplus) available for

distribution to stockholders ofthe Issuer, subject to the rights of any creditors ofthe Issuer,

before any distribution ofsuch assets or proceeds is made to or set aside for the holders of

Common Stock and any other stock ofthe Issuer ranking junior to Designated Preferred Stock as

to such distribution, payment in full in an amount equal to the sum of(i) the Liquidation Amount

per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as

provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date

of payment (stich amounts collectively, the "Liquidation Preference").

(b) Partial Payment. Ifin any distribution described in Section 4(a) above the assets

ofthe Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with respect

to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable

with respect of any other stock ofthe Issuer ranking equally with Designated Preferred Stock as

A-4 095331-0002-1 151 5-NY02.269086o. 10
to such distribution, holders of Designated Preferred Stock and the holders ofsuch other stock

shall share ratably in any such distribution in proportion to the full respective distributions to

which they are entitled.

(c) Residual Distributions. Ifthe Liquidation Preference has been paid in full to all

holders of Designated Preferred Stock and the corresponding amounts payable with respect of

any other stock ofthe Issuer ranking equally with Designated Preferred Stock as to such

distribution has been paid in full, the holders ofother stock ofthe Issuer shall be entitled to

receive all remaining assets ofthe Issuer (or proceeds thereot) according to their respective rights

and preferences.

(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes ofthis

Section 4, the merger or consolidation ofthe Issuer with any other corporation or other entity,

including a merger or consolidation in which the holders of Designated Preferred Stock receive

cash, securities or other property for their shares, or the sale, lease or exchange (for cash,

securities or other property) of all or substantially all ofthe assets ofthe Issuer, shall not

constitute a liquidation, dissolution or winding up ofthe Issuer.

Section 5. Redemption.

(a) Optional Redemption. Except as provided below, the Designated Preferred Stock

may not be redeemed prior to the first Dividend Payment Date falling on or after the third

anniversary ofthe Original Issue Date. On or after the first Dividend Payment Date falling on or

after the third anniversary ofthe Original Issue Date, the Issuer, at its option, subject to the

approval ofthe Appropriate Federal Banking Agency, may redeem, in whole or in part, at any

time and from time to time, out offunds legally available therefor, the shares ofDesignated

Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a

redemption price equal to the sum of(i) the Liquidation Amount per share and (ii) except as

otherwise provided below, any accrued and unpaid dividends (including, if applicable as

provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends

are actually declared) to, but excluding, the date fixed for redemption.

Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or

after the third anniversary ofthe Original Issue Date, the Issuer, at its option, subject to the

approval ofthe Appropriate Federal Banking Agency, may redeem, in whole or in part, at any

time and from time to time, the shares of Designated Preferred Stock at the time outstanding,

upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of(i)

the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and

unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such

amount) (regardless of whether any dividends are actually declared) to, but excluding, the date

fixed for redemption; provided that (x) the Issuer (or any successor by Business Combination)

has received aggregate gross proceeds of not less than the Minimum Amount (plus the

"Minimum Amount" as defined in the relevant certificate of designations for each other

outstanding series of preferred stock ofsuch successor that was originally issued to the United

States Department ofthe Treasury (the "Successor Preferred Stock") in connection with the

Troubled Asset Relief Program Capital Purchase Program) from one or more Qualified Equity

Offerings (including Qualified Equity Offerings ofsuch successor), and (y) the aggregate

A-5 095331-0002-1 15 I5-NY02.2690860. 10
redemption price ofthe Designated Preferred Stock (and any Successor Preferred Stock)

redeemed pursuant to this paragraph may not exceed the aggregate net cash proceeds received by

the Issuer (or any successor by Business Combination) from such Qualified Equity Offerings

(including Qualified Equity Offerings ofsuch successor).

The redemption price for any shares ofDesignated Preferred Stock shall be payable on

the redemption date to the holder ofsuch shares against surrender ofthe certificate(s) evidencing

such shares to the Issuer or its agent. Any declared but unpaid dividends payable on a

redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall

not be paid to the holder entitled to receive the redemption price on the redemption date, but

rather shalJ be paid to the holder ofrecord ofthe redeemed shares on such Dividend Record Date

relating to the Dividend Payment Date as provided in Section 3 above.

(b) No Sinking Fund. The Designated Preferred Stock will not be subject to any

mandatory redemption, sinking fund or other similar provisions. Holders ofDesignated Preferred

Stock will have no right to require redemption or repurchase of any shares ofDesignated

Preferred Stock.

(c) Notice ofRedemption. Notice of every redemption ofshares ofDesignated

Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of

record ofthe shares to be redeemed at their respective last addresses appearing on the books of

the Issuer. Such mailing shall be at least 30 days and not more than 60 days before the date fixed

for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed

to have been duly given, whether or not the holder receives such notice, but failure duly to give

such notice by mail, or any defect in such notice or in the mai ling thereof, to any holder ofshares

ofDesignated Preferred Stock designated for redemption shall not affect the validity ofthe

proceedings for the redemption of any other shares ofDesignated Preferred Stock.

Notwithstanding the foregoing, ifshares ofDesignated Preferred Stock are issued in book-entry

form through The Depository Trust Company or any other similar facility, notice ofredemption

may be given to the holders ofDesignated Preferred Stock at such time and in any manner

permitted by such facility. Each notice ofredemption given to a holder shall state: (1) the

redemption date; (2) the number ofshares of Designated Preferred Stock to be redeemed and, if

less than all the shares held by such holder are to be redeemed, the number ofsuch shares to be

redeemed from such holder; (3) the redemption price; and (4) the place or places where

certificates for such shares are to be surrendered for payment ofthe redemption price.

(d) Partial Redemption. In case of any redemption of part ofthe shares of Designated

Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro

rata or in such other manner as the Board of Directors or a duly authorized committee thereof

may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors

or a duly authorized committee thereofshall have fu II power and authority to prescribe the terms

and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to

time. Iffewer than all the shares represented by any certificate are redeemed, a new certificate

shall be issued representing the unredeemed shares without charge to the holder thereof.

(e) Effectiveness of Redemption. If notice ofredemption has been duly given and if

on or before the redemption date specified in the notice all funds necessary for the redemption

A-6 095331·0002·1 15 I 5·NY02,2690860, 10
have been deposited by the Issuer, in trust for the pro rata benefit ofthe holders ofthe shares

called for redemption, with a bank or trust company doing business in the Borough of

Manhattan, The City ofNew York, and having a capital and surplus of at least $500 million and

selected by the Board of Directors, so as to be and continue to be available solely therefor, then,

notwithstanding that any certificate for any share so called for redemption has not been

surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on

all shares so called for redemption, all shares so called for redemption shall no longer be deemed

outstanding and all rights with respect to such shares shall forthwith on such redemption date

cease and tenninate, except only the right ofthe holders thereofto receive the amount payable on

such redemption from such bank or trust company, without interest. Any funds unclaimed at the

end ofthree years from the redemption date shall, to the extent permitted by law, be released to

the Issuer, after which time the holders ofthe shares so called for redemption shall look only to

the Issuer for payment ofthe redemption price ofsuch shares.

(t) Status of Redeemed Shares. Shares of Designated Preferred Stock that are

redeemed, repurchased or otherwise acquired by the Issuer shall revert to authorized but unissued

shares of Preferred Stock (provided that any such cancelled shares of Designated Preferred Stock

may be reissued only as shares of any series of Preferred Stock other than Designated Preferred

Stock).

Section 6. Conversion. Holders ofDesignated Preferred Stock shares shall have no right

to exchange or convert such shares into any other securities.

Section 7. Voting Rights.

(a) General. The holders of Designated Preferred Stock shall not have any voting

rights except as set forth below or as otherwise from time to time required by law.

(b) Preferred Stock Directors. Whenever, at any time or times, dividends payable on

the shares of Designated Preferred Stock have not been paid for an aggregate ofsix quarterly

Dividend Periods or more, whether or not consecutive, the authorized number of directors ofthe

Issuer shall automatically be increased by two and the holders ofthe Designated Preferred Stock

shall have the right, with holders ofshares of anyone or more other classes or series of Voting

Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter

the "Preferred Directors" and each a "Preferred Director") to fill such newly created

directorships at the Issuer's next annual meeting ofstockholders (or at a special meeting called

for that purpose prior to such next annual meeting) and at each subsequent annual meeting of

stockholders until all accrued and unpaid dividends for all past Dividend Periods, including the

latest completed Dividend Period (including, if applicable as provided in Section 3(a) above,

dividends on such amount), on all outstanding shares of Designated Preferred Stock have been

declared and paid in full at which time such right shall tenninate with respect to the Designated

Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event

of each and every subsequent default ofthe character above mentioned; provided that it shall be

a qualification for election for any Preferred Director that the election ofsuch Preferred Director

shall not cause the Issuer to violate any corporate governance requirements of any securities

exchange or other trading facility on which securities ofthe Issuer may then be listed or traded

that listed or traded companies must have a majority of independent directors. Upon any

A-7 09533 \-0002-1 15 I5-NY02.2690860. 10
tennination ofthe right of the holders ofshares ofDesignated Preferred Stock and Voting Parity

Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be

qualified as directors, the tenn ofoffice of all Preferred Directors then in office shall terminate

immediately and the authorized number ofdirectors shall be reduced by the number of Preferred

Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or

without cause, and any vacancy created thereby may be filled, only by the affirmative vote ofthe

holders a majority ofthe shares ofDesignated Preferred Stock at the time outstanding voting

separately as a class together with the holders ofshares of Voting Parity Stock, to the extent the

voting rights ofsuch holders described above are then exercisable. lfthe office of any Preferred

Director becomes vacant for any reason other than removal from office as aforesaid, the

remaining Preferred Director may choose a successor who shall hold office for the unexpired

tenn in respect ofwhich such vacancy occurred.

(c) Class Voting Rights as to Particular Matters. So long as any shares of Designated

Preferred Stock are outstanding, in addition to any other vote or consent ofstockholders required

by law or by the Charter, the vote or consent ofthe holders of at least 66 2/3% ofthe shares of

Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or

by proxy, either in writing without a meeting or by vote at any meeting called for the purpose,

shall be necessary for effecting or validating:

(i) Authorization of Senior Stock. Any amendment or alteration ofthe

Certificate ofDesignations for the Designated Preferred Stock or the Charter to authorize

or create or increase the authorized amount of, or any issuance of, any shares of, or any

securities convertible into or exchangeable or exercisable for shares of, any class or series

of capital stock ofthe Issuer ranking senior to Designated Preferred Stock with respect to

either or both the payment of dividends and/or the distribution of assets on any

liquidation, dissolution or winding up ofthe Issuer;

(ii) Amendment ofDesignated Preferred Stock. Any amendment, alteration

or repeal of any provision ofthe Certificate of Designations for the Designated Preferred

Stock or the Charter (including, unless no vote on such merger or consolidation is

required by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a

merger, consolidation or otherwise) so as to adversely affect the rights, preferences,

privileges or voting powers ofthe Designated Preferred Stock; or

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any

consummation of a bind ing share exchange or reclassification involving the Designated

Preferred Stock, or of a merger or consolidation ofthe Issuer with another corporation or

other entity, unless in each case (x) the shares of Designated Preferred Stock remain

outstanding or, in the case of any such merger or consolidation with respect to which the

Issuer is not the surviving or resulting entity, are converted into or exchanged for

preference securities ofthe surviving or resulting entity or its ultimate parent, and (y)

such shares remaining outstanding or such preference securities, as the case may be, have

such rights, preferences, privileges and voting powers, and limitations and restrictions

thereof, taken as a whole, as are not materially less favorable to the holders thereofthan

the rights, preferences, privileges and voting powers, and limitations and restrictions

A-8 095331·0002-1 1515-NY02.2690860. 10
thereof, of Designated Preferred Stock immediately prior to such consummation, taken as

a whole;

provided, however, that for all purposes ofthis Section 7(c), any increase in the amount ofthe

authorized Preferred Stock, including any increase in the authorized amount of Designated

Preferred Stock necessary to satisfy preemptive or similar rights granted by the Issuer to other

persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or

issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series

of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other

series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with

respect to the payment of dividends (whether such dividends are cumulative or non-cumulative)

and the distribution of assets upon liquidation, dissolution or winding up ofthe Issuer will not be

deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not

require the affirmative vote or consent of, the holders of outstanding shares ofthe Designated

Preferred Stock.

(d) Changes after Provision for Redemption. No vote or consent ofthe holders of

Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the

time when any such vote or consent would otherwise be required pursuant to such Section, all

outstanding shares ofthe Designated Preferred Stock shall have been redeemed, or shall have

been called for redemption upon proper notice and sufficient funds shall have been deposited in

trust for such redemption, in each case pursuant to Section 5 above.

(e) Procedures for Voting and Consents. The rules and procedures for calling and

conducting any meeting ofthe holders of Designated Preferred Stock (including, without

limitation, the fixing ofa record date in connection therewith), the solicitation and use of proxies

at such a meeting, the obtaining ofwritten consents and any other aspect or matter with regard to

such a meeting or such consents shall be governed by any rules ofthe Board ofDirectors or any

duly authorized committee ofthe Board of Directors, in its discretion, may adopt from time to

time, which rules and procedures shall conform to the requirements ofthe Charter, the Bylaws,

and applicable law and the rules of any national securities exchange or other trading facility on

which Designated Preferred Stock is listed or traded at the time.

Section 8. Record Holders. To the fullest extent permitted by applicable law, the Issuer

and the transfer agent for Designated Preferred Stock may deem and treat the record holder of

any share ofDesignated Preferred Stock as the true and lawful owner thereoffor all purposes,

and neither the Issuer nor such transfer agent shall be affected by any notice to the contrary.

Section 9. Notices. All notices or communications in respect of Designated Preferred

Stock shall be sufficiently given if given in writing and delivered in person or by first class mail,

postage prepaid, or ifgiven in such other manner as may be permitted in this Certificate of

Designations, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if

shares of Designated Preferred Stock are issued in book-entry form through The Depository

Trust Company or any similar facility, such notices may be given to the holders of Designated

Preferred Stock in any manner permitted by such facility.

A-9 095331·0002·1 1515·NY02,2690860, 10
Section 10. No Preemptive Rights. No share of Designated Preferred Stock shall have

any rights of preemption whatsoever as to any securities ofthe Issuer, or any warrants, rights or

options issued or granted with respect thereto, regardless of how such securities, or such

warrants, rights or options, may be designated, issued or granted.

Section II. Replacement Certificates. The Issuer shall replace any mutilated certificate at

the holder's expense upon surrender ofthat certificate to the Issuer. The Issuer shall replace

certificates that become destroyed, stolen or lost at the holder's expense upon delivery to the

Issuer ofreasonably satisfactory evidence that the certificate has been destroyed, stolen or lost,

together with any indemnity that may be reasonably required by the Issuer.

Section 12. Other Rights. The shares of Designated Preferred Stock shall not have any

rights, preferences, privileges or voting powers or relative, participating, optional or other special

rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the

Charter or as provided by applicable law.

A-IO 095331-0002-11515-NY02.2690B60.IO
FORM OF CERTIFICATE OF DESIGNATIONS

FOR WARRANT PREFERRED STOCK

[SEE ATTACHED]

(19.'i.1.11-()(I02 -lllOJ ,1-:\'1'Ill. 2(,00S·17.9

ANNEXB

UST Sequence No. 1153
ANNEXB

FORM OF [CERTIFICATE OF DESIGNATIONS]

OF

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES [e]

OF

[e]

[Insert name ofIssuer], a [corporation/bankfbanking association] organized and existing

under the laws ofthe [Insertjurisdiction oforganization] (the "Issuer"), in accordance with the

provisions of Section[s] [e] ofthe [Im'ert applicable statute] thereof, does hereby certify:

The board of directors ofthe Issuer (the "Board of Directors") or an applicable committee

ofthe Board of Directors, in accordance with the [[certificate of incorporation/articles of

association] and bylaws] ofthe Issuer and applicable law, adopted the following resolution on

[e] creating a series of[e] shares of Preferred Stock ofthe Issuer designated as "Fixed Rate

Cumulative Perpetual Preferred Stock, Series re]".

RESOLVED, that pursuant to the provisions ofthe [[certificate of incorporation/articles

of association] and the bylaws] ofthe Issuer and applicable law, a series of Preferred Stock, par

value $[ e] per share, ofthe Issuer be and hereby is created, and that the designation and number

ofshares ofsuch series, and the voting and other powers, preferences and relative, participating,

optional or other rights, and the qualifications, limitations and restrictions thereof, ofthe shares

ofsuch series, are as follows:

Part I. Designation and Number of Shares. There is hereby created out ofthe authorized

and unissued shares of preferred stock ofthe Issuer a series of preferred stock designated as the

"Fixed Rate Cumulative Perpetual Preferred Stock, Series [e]" (the "Designated Preferred

Stock"). The authorized number ofshares ofDesignated Preferred Stock shall be [e].

Part 2. Standard Provisions. The Standard Provisions contained in Schedule A attached

hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of

this [Certificate ofDesignations] to the same extent as ifsuch provisions had been set forth in

full herein.

Part. 3. Definitions. The following terms are used in this [Certificate ofDesignations]

(including the Standard Provisions in Schedule A hereto) as defined below:

(a)

Issuer.

"Common Stock" means the common stock, par value $[ e] per share, ofthe

(b) "Dividend Payment Date" means February 15, May 15, August 15 and November

15 of each year.

095]) \·0002·11515·NY02.2693646. 7
(c) "Junior Stock" means the Common Stock, [Insert titles ofany existing Junior

Stock] and any other class or series ofstock ofthe Issuer the terms of which expressly provide

that it ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on

liquidation, dissolution or winding up ofthe Issuer.

(d) "Liquidation Amount" means $[ 1,000]I per share ofDesignated Preferred Stock.

(e) "Minimum Amount" means $[Insert $ amount equal to 25% ofthe aggregate

value ofthe Designated Preferred Stock issued on the Original Issue Date].

(f) "Parity Stock" means any class or series ofstock ofthe Issuer (other than

Designated Preferred Stock) the terms ofwhich do not expressly provide that such class or series

will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights

on liquidation, dissolution or winding up ofthe Issuer (in each case without regard to whether

dividends accrue cumulatively or non-cumulatively). Without limiting the foregoing, Parity

Stock shall include the Issuer's UST Preferred Stock [and] [Insert title(s) ofany other classes or

series ofParity Stock].

(g) "Signing Date" means [Insert date ofapplicable securities purchase agreement].

(h) "UST Preferred Stock" means the Issuer's Fixed Rate Cumulative Perpetual

Preferred Stock, Series [.].

Part. 4. Certain Voting Matters. [To be inserted ifthe Charter providesfor voting in

proportion to liquidation preferences: Whether the vote or consent ofthe holders of a plural ity,

majority or other portion ofthe shares of Designated Preferred Stock and any Voting Parity

Stock has been cast or given on any matter on which the holders ofshares ofDesignated

Preferred Stock are entitled to vote shall be determined by the Issuer by reference to the specified

liquidation amount ofthe shares voted or covered by the consent as ifthe Issuer were liquidated

on the record date for such vote or consent, if any, or, in the absence of a record date, on the date

for such vote or consent. For purposes ofdetermining the voting rights ofthe holders of

Designated Preferred Stock under Section 7 ofthe Standard Provisions forming part ofthis

[Certificate of Designations], each holder will be entitled to one vote for each $1,000 of

liquidation preference to which such holder's shares are entitled.] [To be inserted ifthe Charter

does not provide for voting in proportion to liquidation preferences: Holders ofshares of

Designated Preferred Stock will be entitled to one vote for each such share on any matter on

which holders ofDesignated Preferred Stock are entitled to vote, including any action by written

consent.]

[Remainder ofPage Intentionally Left Blank]

I If Issuer desires to issue shares with a higher dollar amount liquidation preference, liquidation preference

references will be modified accordingly. In such case (in accordance with Section 4.6 of the Securities

Purchase Agreement), the issuer will be required to enter into a deposit agreement.

2 095331-0002-11515-NY02.2693646.7
IN WITNESS WHEREOF, [Insert name ofIssuer] has caused this [Certificate of

Designations] to be signed by Ie], its Ie], this [e] day o[[e].

[Insert name ofIssuer]

By: --------- Name:

Title:

3 095331-0002-115 I5-NY02.2693646. 7
Schedule A

STANDARD PROVISIONS

Section 1. General Matters. Each share ofDesignated Preferred Stock.shall be identical

in all respects to every other share of Designated Preferred Stock. The Designated Preferred

Stock shall be perpetual, subject to the provisions of Section 5 ofthese Standard Provisions that

form a part ofthe Certificate of Designations. The Designated Preferred Stock shall rank equally

with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends

and the distribution of assets in the event of any dissolution, liquidation or winding up ofthe

Issuer.

Section 2. Standard Definitions. As used herein with respect to Designated Preferred

Stock:

(a) "Appropriate Federal Banking Agency" means the "appropriate Federal banking

agency" with respect to the Issuer as defined in Section 3(q) ofthe Federal Deposit Insurance

Act (12 U.S.c. Section 1813(q», or any successor provision.

(b) "Business Combination" means a merger, consolidation, statutory share

exchange or similar transaction that requires the approval ofthe Issuer's stockholders.

(c) "Business Day" means any day except Saturday, Sunday and any day on which

banking institutions in the State ofNew York generally are authorized or required by law or

other governmental actions to close.

(d) "Bylaws" means the bylaws ofthe Issuer, as they may be amended from time to

time.

(e) "Certificate of Designations" means the Certificate ofDesignations or comparable

instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a

part, as it may be amended from time to time.

(f) "Charter" means the Issuer's certificate or articles of incorporation, articles of

association, or similar organizational document.

(g) "Dividend Period" has the meaning set forth in Section 3(a).

(h) "Dividend Record Date" has the meaning set forth in Section 3(a).

(i) "Liquidation Preference" has the meaning set forth in Section 4(a).

(j) "Original Issue Date" means the date on which shares ofDesignated Preferred

Stock are first issued.

(k) "Preferred Director" has the meaning set forth in Section 7(b).

A-I 095331·0002-1 15 I5-NY02.2693646.7
(I) "Preferred Stock" means any and all series of preferred stock ofthe Issuer,

including the Designated Preferred Stock.

(m) "Qualified Equity Offering" means the sale and issuance for cash by the Issuer to

persons other than the Issuer or any of its subsidiaries after the Original Issue Date ofshares of

perpetual Preferred Stock, Common Stock or any combination ofsuch stock, that, in each case,

qualify as and may be included in Tier I capital ofthe Issuer at the time of issuance under the

applicable risk-based capital guidelines ofthe Issuer's Appropriate Federal Banking Agency

(other than any such sales and issuances made pursuant to agreements or arrangements entered

into, or pursuant to financing plans which were publicly announced, on or prior to November 17,

2008).

(n) "Standard Provisions" mean these Standard Provisions that form a part ofthe

Certificate of Designations relating to the Designated Preferred Stock.

(0) "Successor Preferred Stock" has the meaning set forth in Section 5(a).

(p) "Voting Parity Stock" means, with regard to any matter as to which the holders of

Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) ofthese

Standard Provisions that form a part ofthe Certificate of Designations, any and all series of

Parity Stock upon which like voting rights have been conferred and are exercisable with respect

to such matter.

Section 3. Dividends.

(a) Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each

share of Designated Preferred Stock if, as and when declared by the Board of Directors or any

duly authorized committee ofthe Board of Directors, but only out ofassets legally available

therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a

per annum rate of9.0% on (i) the Liquidation Amount per share of Designated Preferred Stock

and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share

of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative

from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e.,

no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for

such other dividends has passed without such other dividends having been paid on such date) and

shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first

such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In

the event that any Dividend Payment Date would otherwise fall on a day that is not a Business

Day, the dividend payment due on that date will be postponed to the next day that is a Business

Day and no additional dividends will accrue as a result ofthat postponement. The period from

and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is

a "Dividend Period", provided that the initial Dividend Period shall be the period from and

including the Original Issue Date to, but excluding, the next Dividend Payment Date.

Dividends that are payable on Designated Preferred Stock in respect of any Dividend

Period shall be computed on the basis of a 360-day year consisting oftwelve 30-day months. The

amount ofdividends payable on Designated Preferred Stock on any date prior to the end of a

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Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day

year consisting oftwelve 30-day months, and actual days elapsed over a 30-day month.

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date

will be payable to holders ofrecord of Designated Preferred Stock as they appear on the stock

register ofthe Issuer on the applicable record date, which shall be the 15th calendar day

immediately preceding such Dividend Payment Date or such other record date fixed by the

Board of Directors or any duly authorized committee ofthe Board ofDirectors that is not more

than 60 nor less than 10 days prior to such Dividend Payment Date (each, a "Dividend Record

Date"). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether

or not such day is a Business Day.

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether

payable in cash, securities or other property, other than dividends (if any) declared and payable

on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of

the Certificate of Designations).

(b) Priority ofDividends. So long as any share of Designated Preferred Stock

remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock

or any other shares ofJunior Stock (other than dividends payable solely in shares ofCommon

Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity

Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly,

purchased, redeemed or otherwise acquired for consideration by the Issuer or any of its

subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the

latest completed Dividend Period (including, if applicable as provided in Section 3(a) above,

dividends on such amount), on all outstanding shares ofDesignated Preferred Stock have been or

are contemporaneously declared and paid in full (or have been declared and a sum sufficient for

the payment thereof has been set aside for the benefit ofthe holders ofshares of Designated

Preferred Stock on the applicable record date). The foregoing limitation shall not apply to (i)

redemptions, purchases or other acquisitions ofshares ofCommon Stock or other Junior Stock in

connection with the administration of any employee benefit plan in the ordinary course of

business and consistent with past practice; (ii) the acquisition by the Issuer or any ofits

subsidiaries ofrecord ownership in Junior Stock or Parity Stock for the beneficial ownership of

any other persons (other than the Issuer or any of its subsidiaries), including as trustees or

custodians; and (iii) the exchange or conversion ofJunior Stock for or into other Junior Stock or

of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation

amount) or Junior Stock, in each case, solely to the extent required pursuant to binding

contractual agreements entered into prior to the Signing Date or any subsequent agreement for

the accelerated exercise, settlement or exchange thereof for Common Stock.

When dividends are not paid (or declared and a sum sufficient for payment thereofset

aside for the benefit ofthe holders thereof on the applicable record date) on any Dividend

Payment Date (or, in the case of Parity Stock having dividend payment dates different from the

Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to

such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity

Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and

payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend

A-3 095331-0002-115 15-NY02.2693646.7
payment dates different from the Dividend Payment Dates, on a dividend payment date falling

within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so

that the respective amounts ofsuch dividends declared shall bear the same ratio to each other as

all accrued and unpaid dividends per share on the shares ofDesignated Preferred Stock

(including, if applicable as provided in Section-:3(a) above, dividends on such amount) and all

Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having

dividend payment dates different from the Dividend Payment Dates, on a dividend payment date

falling within the Dividend Period related to such Dividend Payment Date) (subject to their

having been declared by the Board of Directors or a duly authorized committee ofthe Board of

Directors out of legally available funds and including, in the case of Parity Stock that bears

cumulative dividends, all accrued but unpaid dividends) bear to each other. Ifthe Board of

Directors or a duly authorized committee ofthe Board of Directors detennines not to pay any

dividend or a fuB dividend on a Dividend Payment Date, the Issuer will provide written notice to

the holders of Designated Preferred Stock prior to such Dividend Payment Date.

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or

other property) as may be detennined by the Board ofDirectors or any duly authorized

committee ofthe Board of Directors may be declared and paid on any securities, including

Common Stock and other Junior Stock, from time to time out of any funds legally available for

such payment, and holders of Designated Preferred Stock shall not be entitled to participate in

any such dividends.

Section 4. Liquidation Rights.

(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution

or winding up ofthe affairs ofthe Issuer, whether voluntary or involuntary, holders of

Designated Preferred Stock shall be entitled to receive for each share ofDesignated Preferred

Stock, out ofthe assets ofthe Issuer or proceeds thereof(whether capital or surplus) available for

distribution to stockholders ofthe Issuer, subject to the rights of any creditors ofthe Issuer,

before any distribution ofsuch assets or proceeds is made to or set aside for the holders of

Common Stock and any other stock ofthe Issuer ranking junior to Designated Preferred Stock as

to such distribution, payment in full in an amount equal to the sum of(i) the Liquidation Amount

per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as

provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date

of payment (such amounts collectively, the "Liquidation Preference").

(b) Partial Payment. If in any distribution described in Section 4(a) above the assets

ofthe Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with respect

to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable

with respect of any other stock ofthe Issuer ranking equally with Designated Preferred Stock as

to such distribution, holders ofDesignated Preferred Stock and the holders ofsuch other stock

shall share ratably in any such distribution in proportion to the full respective distributions to

which they are entitled.

(c) Residual Distributions. Ifthe Liquidation Preference has been paid in full to all

holders of Designated Preferred Stock and the corresponding amounts payable with respect of

any other stock ofthe Issuer ranking equally with Designated Preferred Stock as to such

A-4 095J31·Il002-11515-NY02.2693646.7
distribution has been paid in full, the holders ofother stock ofthe Issuer shall be entitled to

receive all remaining assets ofthe Issuer (or proceeds thereof) according to their respective rights

and preferences.

(d) Merger, Consolidation-and Sale of Assets Not Liquidation. For purposes ofthis

Section 4, the merger or consolidation ofthe Issuer with any other corporation or other entity,

including a merger or consolidation in which the holders of Designated Preferred Stock receive

cash, securities or other property for their shares, or the sale, lease or exchange (for cash,

securities or other property) of all or substantially all ofthe assets ofthe Issuer, shall not

constitute a liquidation, dissolution or winding up ofthe Issuer.

Section 5. Redemption.

(a) Optional Redemption. Except as provided below, the Designated Preferred Stock

may not be redeemed prior to the later of(i) first Dividend Payment Date falling on or after the

third anniversary ofthe Original Issue Date; and (ii) the date on which all outstanding shares of

UST Preferred Stock have been redeemed, repurchased or otherwise acquired by the Issuer. On

or after the first Dividend Payment Date falling on or after the third anniversary ofthe Original

Issue Date, the Issuer, at its option, subject to the approval ofthe Appropriate Federal Banking

Agency, may redeem, in whole or in part, at any time and from time to time, out offunds legally

available therefor, the shares ofDesignated Preferred Stock at the time outstanding, upon notice

given as provided in Section 5(c) below, at a redemption price equal to the sum of(i) the

Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and

unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such

amount) (regardless of whether any dividends are actually declared) to, but excluding, the date

fixed for redemption.

Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or

after the third anniversary ofthe Original Issue Date, the Issuer, at its option, subject to the

approval ofthe Appropriate Federal Banking Agency and subject to the requirement that all

outstanding shares of UST Preferred Stock shall previously have been redeemed, repurchased or

otherwise acquired by the Issuer, may redeem, in whole or in part, at any time and from time to

time, the shares ofDesignated Preferred Stock at the time outstanding, upon notice given as

provided in Section 5(c) below, at a redemption price equal to the sum of(i) the Liquidation

Amount per share and (ii) except as otherwise provided below, any accrued and unpaid

dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount)

(regardless of whether any dividends are actually declared) to, but excluding, the date fixed for

redemption; provided that (x) the Issuer (or any successor by Business Combination) has

received aggregate gross proceeds of not less than the Minimum Amount (plus the "Minimum

Amount" as defined in the relevant certificate ofdesignations for each other outstanding series of

preferred stock ofsuch successor that was originally issued to the United States Department of

the Treasury (the "Successor Preferred Stock") in connection with the Troubled Asset Relief

Program Capital Purchase Program) from one or more Qualified Equity Offerings (including

Qualified Equity Offerings ofsuch successor), and (y) the aggregate redemption price ofthe

Designated Preferred Stock (and any Successor Preferred Stock) redeemed pursuant to this

paragraph may not exceed the aggregate net cash proceeds received by the Issuer (or any

A-5 09533I..o002-11515-NY02.2693646.7
successor by Business Combination) from such Qualified Equity Offerings (including Qualified

Equity Offerings ofsuch successor).

The redemption price for any shares of Designated Preferred Stock shall be payable on

the redemption date to the holder ofsuch shares against surrender ofthe certificate(s) evidencing

such shares to the Issuer or its agent. Any declared but unpaid dividends payable on a

redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall

not be paid to the holder entitled to receive the redemption price on the redemption date, but

rather shall be paid to the holder ofrecord ofthe redeemed shares on such Dividend Record Date

relating to the Dividend Payment Date as provided in Section 3 above.

(b) No Sinking Fund. The Designated Preferred Stock will not be subject to any

mandatory redemption, sinking fund or other similar provisions. Holders of Designated Preferred

Stock will have no right to require redemption or repurchase of any shares ofDesignated

Preferred Stock.

(c) Notice ofRedemption. Notice of every redemption ofshares of Designated

Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of

record ofthe shares to be redeemed at their respective last addresses appearing on the books of

the Issuer. Such mailing shall be at least 30 days and not more than 60 days before the date fixed

for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed

to have been duly given, whether or not the holder receives such notice, but failure duly to give

such notice by mail, or any defect in such notice or in the mailing thereof, to any holder ofshares

of Designated Preferred Stock designated for redemption shall not affect the validity ofthe

proceedings for the redemption of any other shares of Designated Preferred Stock.

Notwithstanding the foregoing, ifshares of Designated Preferred Stock are issued in book-entry

form through The Depository Trust Company or any other similar facility, notice of redemption

may be given to the holders of Designated Preferred Stock at such time and in any manner

permitted by such facility. Each notice of redemption given to a holder shall state: (1) the

redemption date; (2) the number ofshares of Designated Preferred Stock to be redeemed and, if

less than all the shares held by such holder are to be redeemed, the number ofsuch shares to be

redeemed from such holder; (3) the redemption price; and (4) the place or places where

certificates for such shares are to be surrendered for payment ofthe redemption price.

(d) Partial Redemption. In case of any redemption of part ofthe shares of Designated

Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro

rata or in such other manner as the Board ofDirectors or a duly authorized committee thereof

may determine to be fair and equitable. Subject to the provisions hereof, the Board ofDirectors

or a duly authorized committee thereofshall have full power and authority to prescribe the terms

and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to

time. Iffewer than all the shares represented by any certificate are redeemed, a new certificate

shall be issued representing the unredeemed shares without charge to the holder thereof.

(e) Effectiveness ofRedemption. If notice ofredemption has been duly given and if

on or before the redemption date specified in the notice all funds necessary for the redemption

have been deposited by the Issuer, in trust for the pro rata benefit ofthe holders ofthe shares

called for redemption, with a bank or trust company doing business in the Borough of

A-6 095331-0002-11515-NY02.2693646.7
Manhattan, The City ofNew York, and having a capital and surplus of at least $500 million and

selected by the Board of Directors, so as to be and continue to be available solely therefor, then,

notwithstanding that any certificate for any share so called for redemption has not been

surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on

all shares so called for redemption, all shares so called for redemption shall no longer be deemed

outstanding and all rights with respect to such shares shall forthwith on such redemption date

cease and terminate, except only the right ofthe holders thereofto receive the amount payable on

such redemption from such bank or trust company, without interest. Any funds unclaimed at the

end ofthree years from the redemption date shall, to the extent permitted by law, be released to

the Issuer, after which time the holders ofthe shares so called for redemption shall look only to

the Issuer for payment ofthe redemption price ofsuch shares.

(f) Status ofRedeemed Shares. Shares of Designated Preferred Stock that are

redeemed, repurchased or otherwise acquired by the Issuer shall revert to authorized but unissued

shares of Preferred Stock (provided that any such cancelled shares ofDesignated Preferred Stock

may be reissued only as shares of any series of Preferred Stock other than Designated Preferred

Stock).

Section 6. Conversion. Holders of Designated Preferred Stock shares shall have no right

to exchange or convert such shares into any other securities.

Section 7. Voting Rights.

(a) General. The holders of Designated Preferred Stock shall not have any voting

rights except as set forth below or as otherwise from time to time required by law.

(b) Preferred Stock Directors. Whenever, at any time or times, dividends payable on

the shares of Designated Preferred Stock have not been paid for an aggregate ofsix quarterly

Dividend Periods or more, whether or not consecutive, the authorized number of directors ofthe

Issuer shall automatically be increased by two and the holders ofthe Designated Preferred Stock

shall have the right, with holders ofshares ofanyone or more other classes or series of Voting

Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter

the "Preferred Directors" and each a "Preferred Director") to fill such newly created

directorships at the Issuer's next annual meeting ofstockholders (or at a special meeting called

for that purpose prior to such next annual meeting) and at each subsequent annual meeting of

stockholders until all accrued and unpaid dividends for all past Dividend Periods, including the

latest completed Dividend Period (including, if applicable as provided in Section 3(a) above,

dividends on such amount), on all outstanding shares of Designated Preferred Stock have been

declared and paid in full at which time such right shall terminate with respect to the Designated

Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event

of each and every subsequent default ofthe character above mentioned; provided that it shall be

a qualification for election for any Preferred Director that the election ofsuch Preferred Director

shall not cause the Issuer to violate any corporate governance requirements of any securities

exchange or other trading facility on which securities ofthe Issuer may then be listed or traded

that listed or traded companies must have a majority of independent directors. Upon any

termination ofthe right ofthe holders ofshares of Designated Preterred Stock and Voting Parity

Stock as a class to vote tor directors as provided above, the Preferred Directors shall cease to be

A-7 095331-0002-1 15I5-NY02.2693646.7
qualified as directors, the term ofoffice of all Preferred Directors then in office shall terminate

immediately and the authorized number of directors shall be reduced by the number of Preferred

Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or

without cause, and any vacancy created thereby may be filled, only by the affirmative vote ofthe

holders-a majority ofthe shares of Designated Preferred Stock at the time outstanding voting

separately as a class together with the holders ofshares ofVoting Parity Stock, to the extent the

voting rights ofsuch holders described above are then exercisable. Ifthe office of any Preferred

Director becomes vacant for any reason other than removal from office as aforesaid, the

remaining Preferred Director may choose a successor who shall hold office for the unexpired

term in respect ofwhich such vacancy occurred.

(c) Class Voting Rights as to Particular Matters. So long as any shares ofDesignated

Preferred Stock are outstanding, in addition to any other vote or consent ofstockholders required

by law or by the Charter, the vote or consent ofthe holders ofat least 66 2/3% ofthe shares of

Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or

by proxy, either in writing without a meeting or by vote at any meeting called for the purpose,

shall be necessary for effecting or validating:

(i) Authorization of Senior Stock. Any amendment or alteration ofthe

Certificate ofDesignations for the Designated Preferred Stock or the Charter to authorize

or create or increase the authorized amount of, or any issuance of, any shares of, or any

securities convertible into or exchangeable or exercisable for shares of, any class or series

of capital stock ofthe Issuer ranking senior to Designated Preferred Stock with respect to

either or both the payment ofdividends and/or the distribution of assets on any

liquidation, dissolution or winding up ofthe Issuer;

(ii) Amendment of Designated Preferred Stock. Any amendment, alteration

or repeal ofany provision ofthe Certificate ofDesignations for the Designated Preferred

Stock or the Charter (including, unless no vote on such merger or consolidation is

required by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a

merger, consolidation or otherwise) so as to adversely affect the rights, preferences,

privileges or voting powers ofthe Designated Preferred Stock; or

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any

consummation of a binding share exchange or reclassification involving the Designated

Preferred Stock, or ofa merger or consolidation ofthe Issuer with another corporation or

other entity, unless in each case (x) the shares of Designated Preferred Stock remain

outstanding or, in the case of any such merger or consolidation with respect to which the

Issuer is not the surviving or resulting entity, are converted into or exchanged for

preference securities ofthe surviving or resulting entity or its ultimate parent, and (y)

such shares remaining outstanding or such preference securities, as the case may be, have

such rights, preferences, privileges and voting powers, and limitations and restrictions

thereof, taken as a whole, as are not materially less favorable to the holders thereofthan

the rights, preferences, privileges and voting powers, and limitations and restrictions

thereof, of Designated Preferred Stock immediately prior to such consummation, taken as

a whole;

A-8 095331-0002-11515-NY02.2693646.7
provided, however, that for all purposes ofthis Section 7(c), any increase in the amount ofthe

authorized Preferred Stock, including any increase in the authorized amount of Designated

Preferred Stock necessary to satisfy preemptive or similar rights granted by the Issuer to other

persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or

- issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series

of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other

series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with

respect to the payment of dividends (whether such dividends are cumulative or non-cumulative)

and the distribution of assets upon liquidation, dissolution or winding up ofthe Issuer will not be

deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not

require the affirmative vote or consent of, the holders ofoutstanding shares ofthe Designated

Preferred Stock.

(d) Changes after Provision for Redemption. No vote or consent ofthe holders of

Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the

time when any such vote or consent would otherwise be required pursuant to such Section, all

outstanding shares ofthe Designated Preferred Stock shall have been redeemed, or shall have

been called for redemption upon proper notice and sufficient funds shall have been deposited in

trust for such redemption, in each case pursuant to Section 5 above.

(e) Procedures for Voting and Consents. The rules and procedures for calling and

conducting any meeting ofthe holders ofDesignated Preferred Stock (including, without

limitation, the fixing of a record date in connection therewith), the solicitation and use ofproxies

at such a meeting, the obtaining ofwritten consents and any other aspect or matter with regard to

such a meeting or such consents shall be governed by any rules ofthe Board of Directors or any

duly authorized committee ofthe Board of Directors, in its discretion, may adopt from time to

time, which rules and procedures shall conform to the requirements ofthe Charter, the Bylaws,

and applicable law and the rules ofany national securities exchange or other trading facility on

which Designated Preferred Stock is listed or traded at the time.

Section 8. Record Holders. To the fullest extent permitted by applicable law, the Issuer

and the transfer agent for Designated Preferred Stock may deem and treat the record holder of

any share ofDesignated Preferred Stock as the true and lawful owner thereof for all purposes,

and neither the Issuer nor such transfer agent shall be affected by any notice to the contrary.

Section 9. Notices. All notices or communications in respect ofDesignated Preferred

Stock shall be sufficiently given if given in writing and delivered in person or by first class mail,

postage prepaid, or ifgiven in such other manner as may be permitted in this Certificate of

Designations, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if

shares of Designated Preferred Stock are issued in book-entry form through The Depository

Trust Company or any similar facility, such notices may be given to the holders of Designated

Preferred Stock in any manner permitted by such facility.

Section 10. No Preemptive Rights. No share of Designated Preferred Stock shall have

any rights of preemption whatsoever as to any securities ofthe Issuer, or any warrants, rights or

options issued or granted with respect thereto, regardless of how such securities, or such

warrants, rights or options, may be designated, issued or granted.

A-9 09533 \-0002-11515-NY02.2693646.7
Section 11. Replacement Certificates. The Issuer shall replace any mutilated certificate at

the holder's expense upon surrender ofthat certificate to the Issuer. The Issuer shall replace

certificates that become destroyed, stolen or lost at the holder's expense upon delivery to the

Issuer of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost,

together with any indemnity that may be reasonably required by the Issuer.

Section 12. Other Rights. The shares of Designated Preferred Stock shall not have any

rights, preferences, privileges or voting powers or relative, participating, optional or other special

rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the

Charter or as provided by applicable law.

A-lO 095331-0002-11515-NY02.2693646.7
ANNEXC

FORM OF WAIVER

In consideration for the benefits I will receive as a result ofmy employer's participation in the

United States Depmiment of the Treasury's TARP Capital Purchase Program, I hereby

voluntarily waive any claim against the United States or my employer for any changes to my

compensation or benefits that are required to comply with the regulation issued by the

Department of the Treasury as published in the Federal Register on October 20, 2008.

I acknowledge that this regulation may require modification of the compensation, bonus,

incentive and other benefit plans, arrangements, policies and agreements (including so-called

"golden parachute" agreements) that I have with my employer or in which I participate as they

relate to the period the United States holds any equity or debt securities ofmy employer acquired

through the TARP Capital Purchase Program.

This waiver includes all claims I may have under the laws of the United States or any state

related to the requirements imposed by the aforementioned regulation, including without

limitation a claim for any compensation or other payments I would otherwise receive, any

challenge to the process by which this regulation was adopted and any tort or constitutional

claim ahout the effect of these regulations on my employment relationship.

UST Sequence No. 1153
ANNEXD

FORM OF OPINION

(a) The Company has been duly incorporated and is validly existing as a corporation

in good standing under the laws ofthe state of its incorporation.

(b) The Preferred Shares have been duly and validly authorized, and, when issued and

delivered pursuant to the Agreement, the Preferred Shares will be duly and validly issued and

fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will

rank pari passlI with or senior to all other series or classes of Preferred Stack issued on the

Closing Date with respect to the payment of dividends and the distribution of assets in the event

of any dissolution, liquidation or winding up of the Company.

(c) The Warrant has been duly authorized and, when executed and delivered as

contemplated by the Agreement, wiJl constitute a valid and legally binding obligation of the

Company enforceable against the Company in accordance with its terms, except as the same may

be limited by applicable bankmptcy, insolvency, reorganization, moratorium or similar laws

affecting the enforcement of creditors' rights generally and general equitable principles,

regardless of whether such enforceability is considered in a proceeding at law or in equity.

(d) The shares of WatTant PrefelTed Stock issuable upon exercise ofthe Warrant have

been duly authorized and reserved for issuance lipan exercise ofthe Warrant and when so issued

in accordance with the terms of the Warrant will be validly issued, fully paid and non-assessable,

and will rank pari paSSll with or senior to all other series or classes of Preferred Stock, whether

or not issued or outstanding, with respect to the payment of dividends and the distribution of

assets in the event of any dissolution, liquidation or winding up of the Company.

(e) The Company has the corporate power and authority to execute and deliver the

Agreement and the Warrant and to calTY out its obligations thereunder (which includes the

issuance of the Preferred Shares, Warrant and Warrant Shares).

(f) The execution, delivery and perf<.mnance by the Company of the Agreement and

the WalTant and the consummation of the transactions contemplated thereby have been duly

authorized by all necessary corporate action on the part of the Company and its stockholders, and

no further approval or authorization is required on the part of the Company.

(g) The Agreement is a valid and binding obligation ofthe Company enforceable

against the Company in accorc!nllce with its terms, except as the snme may be limited by

npplicnble bankmptcy, insolvency, reorgnnization, momtorillm or similnr laws nffecting the

enforcement of creditors' rights generally and genernl eqllitnble principles, regardless of whether

such enforcenbility is considered in n proceeding at Inw or in equity; provided, hmvever, such

counsel need express no opinion with respect to Section 4.5(h) or the severnbility provisions of

the Agreement insofar as Section 4.5(h) is concerned.

095."\ 1·(1002-1 (JO",.~· \\'Y02.2/)90~-l7.l)

UST Sequence No. 1153
FORM OF WARRANT

[SEE ATTACHED]

ANNEXE

UST Sequence No. 1153
ANNEXE

FORM OF WARRANT TO PURCHASE PREFERRED STOCK

THE SECURITIES REPRESENTED BY-THIS INSTRUMENT HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE

SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR

OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT

RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE

SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION

ONDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO

THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES

PURCHASE AGREEMENT BETWEEN THE ISSllER OF THESE SECURITIES AND THE

INVESTOR REFERRED TO THEREIN, A COpy OF WHICH IS ON FILE WITH THE

ISSUER. THE SECURlTIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE

SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID

AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID

AGREEMENT WILL BE VOID.

WARRANT

to purchase

Sbares of Preferred Stock

of---------

Issue Date:----------

I. Definitions. Unless the context otherwise requires, when used herein the

following tenns shall have the meanings indicated.

"Board ofDirectors" means the board of directors ofthe Company, including any duly

authorized committee thereof.

"business day" means any day except Saturday, Sunday and any day on which banking

institutions in the State ofNew York generally are authorized or required by law or other

governmental actions to close.

"Charter" means, with respect to any Person, its certificate or articles ofincorporation,

articles of association, or similar organizational document.

"Company" means the Person whose name, corporate or other organizational fonn and

jurisdiction oforganization is set forth in Item 1 of Schedule A hereto.

095331-0002-10879-NY02.2693630.4
"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any

successor statute, and the rules and regulations promulgated thereunder.

"Exercise Price" means the amount set forth in Item 2 ofSchedule A hereto.

"Expiration Time" has the meaning set forth in Section 3.

"Issue Date" means the date set forth in Item 3 of Schedule A hereto.

"Liquidation Amount" means the amount set forth in Item 4 of Schedule A hereto.

"Original Warrantholder" means the United States Department ofthe Treasury. Any

actions specified to be taken by the Original Warrantholder hereunder may only be taken by such

Person and not by any other Warrantholder.

"Person" has the meaning given to it in Section 3(a)(9) ofthe Exchange Act and as used

in Sections 13(d)(3) and 14(d)(2) ofthe Exchange Act.

"Preferred StoclC' means the series ofperpetual preferred stock set forth in Item 5 of

Schedule A hereto.

"Purchase Agreement" means the Securities Purchase Agreement - Standard Terms

incorporated into the Letter Agreement, dated as ofthe date set forth in Item 6 of Schedule A

hereto, as amended from time to time, between the Company and the United States Department

ofthe Treasury (the "Letter Agreemenf'), including all annexes and schedules thereto.

"Regulatory Approvals" with respect to the Warrantholder, means, to the extent

applicable and required to permit the Warrantholder to exercise this Warrant for shares of

Preferred Stock and to own such Preferred Stock without the Warrantholder being in violation of

applicable law, rule or regulation, the receipt of any necessary approvals and authorizations of,

filings and registrations with, notifications to, or expiration or termination of any applicable

waiting period under, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,

and the rules and regulations thereunder.

"SEC' means the U.S. Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended, or any successor statute,

and the rules and regulations promulgated thereunder.

"Shares" has the meaning set forth in Section 2.

"Warrantholder" has the meaning set forth in Section 2.

"Warrant" means this Warrant, issued pursuant to the Purchase Agreement.

2. Number of Shares; Exercise Price. This certifies that, for value received, the

United States Department ofthe Treasury or its permitted assigns (the "Warrantholder") is

entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from the

2

095331-0002- J0879-NY02. 2693630.4
Company, in whole or in part, after the receipt of all applicable Regulatory Approvals, if any, up

to an aggregate ofthe number offully paid and nonassessable shares of Preferred Stock set forth

in Item 7 of Schedule A hereto (the "Shares"), at a purchase price per share of Preferred Stock

equal to the Exercise Price.

3. Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by

applicable laws and regulations, the right to purchase the Shares represented by this Warrant is

exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the

execution and delivery ofthis Warrant by the Company on the date hereof, but in no event later

than 5:00 p.m., New York City time on the tenth anniversary ofthe Issue Date (the "Expiration

Time"), by (A) the surrender ofthis Warrant and Notice ofExercise annexed hereto, duly

completed and executed on behalf ofthe Warrantholder, at the principal executive office ofthe

Company located at the address set forth in Item 8 ofSchedule A hereto (or such other office or

agency ofthe Company in the United States as it may designate by notice in writing to the

Warrantholder at the address ofthe Warrantholder appearing on the books ofthe Company), and

(B) payment ofthe Exercise Price for the Shares thereby purchased, by having the Company

withhold, from the shares ofPreferred Stock that would otherwise be delivered to the

Warrantholder upon such exercise, shares ofPreferred Stock issuable upon exercise ofthe

Warrant with an aggregate Liquidation Amount equal in value to the aggregate Exercise Price as

to which this Warrant is so exercised.

Ifthe Warrantholder does not exercise this Warrant in its entirety, the

Warrantholder wil.1 be entitled to receive from the Company within a reasonable time, and in any

event not exceeding three business days, a new warrant in substantially identical form for the

purchase ofthat number of Shares equal to the difference between the number of Shares subject

to this Warrant and the number of Shares as to which this Warrant is so exercised.

Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby

acknowledges and agrees that its exercise ofthis Warrant for Shares is subject to the condition

that the Warrantholder will have first received any applicable Regulatory Approvals.

4. Issuance of Shares; Authorization. Certificates for Shares issued upon exercise of

this Warrant will be issued in such name or names as the Warrantholder may designate and will

be delivered to such named Person or Persons within a reasonable time, not to exceed three

business days after the date on which this Warrant has been duly exercised in accordance with

the terms ofthis Warrant. The Company hereby represents and warrants that any Shares issued

upon the exercise ofthis Warrant in accordance with the provisions ofSection 3 will be duly and

validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and

charges (other than liens or charges created by the Warrantholder, income and franchise taxes

incurred in connection with the exercise ofthe Warrant or taxes in respect of any transfer

occurring contemporaneously therewith). The Company agrees that the Shares so issued will be

deemed to have been issued to the Warrantholder as ofthe close of business on the date on which

this Warrant and payment ofthe Exercise Price are delivered to the Company in accordance with

the tem1S ofthis Warrant, notwithstanding that the stock transfer books ofthe Company may

then be closed or certificates representing such Shares may not be actually delivered on such

date. The Company will at all times reserve and keep available, out ofits authorized but

unissued preferred stock, solely for the purpose of providing for the exercise ofthis Warrant, the

aggregate number ofshares of Preferred Stock then issuable upon exercise ofthis Warrant at any

3

095331-0002-I0879-NY02.2693630.4
time. The Company will use reasonable best efforts to ensure that the Shares may be issued

without violation of any applicable law or regulation or of any requirement of any securities

exchange on which the Shares are listed or traded.

5.- No Rights as Stockholders; Transfer Books. This Warrant does not entitle the

Warrantholder to any voting rights or other rights as a stockholder ofthe Company prior to the

date ofexercise hereof. The Company will at no time close its transfer books against transfer of

this Warrant in any manner which interferes with the timely exercise ofthis Warrant.

6. Charges, Taxes and Expenses. Issuance of certificates for Shares to the

Warrantholder upon the exercise ofthis Warrant shall be made without charge to the

Warrantholder for any issue or transfer tax or other incidental expense in respect ofthe issuance

ofsuch certificates, all ofwhich taxes and expenses shall be paid by the Company.

7. Transfer/Assignment.

(A) Subject to compliance with clause (B) ofthis Section 7, this Warrant and all rights

hereunder are transferable, in whole or in part, upon the books ofthe Company by the registered

holder hereof in person or by duly authorized attorney, and a new warrant shall be made and

delivered by the Company, ofthe same tenor and date as this Warrant but registered in the name

ofone or more transferees, upon surrender ofthis Warrant, duly endorsed, to the office or agency

ofthe Company described in Section 3. All expenses (other than stock transfer taxes) and other

charges payable in connection with the preparation, execution and delivery ofthe new warrants

pursuant to this Section 7 shall be paid by the Company.

(B) The transfer ofthe Warrant and the Shares issued upon exercise ofthe Warrant

are subject to the restrictions set forth in Section 4.4 ofthe Purchase Agreement. If and for so

long as required by the Purchase Agreement, this Warrant shall contain the legends as set forth in

Section 4.2(a) ofthe Purchase Agreement.

8. Exchange and Registry of Warrant. This Warrant is exchangeable, upon the

surrender hereof by the Warrantholder to the Company, for a new warrant or warrants of like

tenor and representing the right to purchase the same aggregate number of Shares. The

Company shall maintain a registry showing the name and address ofthe Warrantholder as the

registered holder ofthis Warrant. This Warrant may be surrendered for exchange or exercise in

accordance with its terms, at the office ofthe Company, and the Company shall be entitled to

rely in all respects, prior to written notice to the contrary, upon such registry.

9. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company

of evidence reasonably satisfactory to it ofthe loss, theft, destruction or mutilation ofthis

Warrant, and in the case of any such Joss, theft or destruction, upon receipt of a bond, indemnity

or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon

surrender and cancellation ofthis Warrant, the Company shall make and deliver, in Iieu ofsuch

lost, stolen, destroyed or mutilated Warrant, a new Warrant oflike tenor and representing the

right to purchase the same aggregate number of Shares as provided for in such lost, stolen,

destroyed or mutilated Warrant.

4

095331·0002·I0879·NY02.2693630.4
10. Saturdays, Sundays, Holidays, etc. Ifthe last or appointed day for the taking of

any action or the expiration of any right required or granted herein shall not be a business day,

then such action may be taken or such right may be exercised on the next succeeding day that is

a business day.

11. Rule 144 Information. The Company covenants that it will use its reasonable best

efforts to timely tile an reports and other documents required to be filed by it under the

Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC

thereunder (or, ifthe Company is not required to file such reports, it will, upon the request of any

Warrantholder, make publicly available such information as necessary to permit sales pursuant to

Rule 144 under the Securities Act), and it will use reasonable best efforts to take such further

action as any Warrantholder may reasonably request, in each case to the extent required from

time to time to enable such holder to, ifpermitted by the terms ofthis Warrant and the Purchase

Agreement, sell this Warrant without registration under the Securities Act within the limitation

ofthe exemptions provided by (A) Rule 144 under the Securities Act, as such rule may be

amended from time to time, or (B) any successor rule or regulation hereafter adopted by the

SEC. Upon the written request of any Warrantholder, the Company will deliver to such

Warrantholder a written statement that it has complied with such requirements.

12. Adjustments and Other Rights. For so long as the Original Warrantholder holds

this Warrant or any portion thereof, if any event occurs that, in the good faith judgment ofthe

Board ofDirectors ofthe Company, would require adjustment ofthe Exercise Price or number of

Shares into which this Warrant is exercisable in order to fairly and adequately protect the

purchase rights ofthe Warrants in accordance with the essential intent and principles ofthe

Purchase Agreement and this Warrant, then the Board of Directors shall make such adjustments

in the application ofsuch provisions, in accordance with such essential intent and principles, as

shall be reasonably necessary, in the good faith opinion ofthe Board of Directors, to protect such

purchase rights as aforesaid.

Whenever the Exercise Price or the number of Shares into which this Warrant is

exercisable shall be adjusted as provided in this Section 12, the Company shall forthwith file at

the principal office ofthe Company a statement showing in reasonable detail the facts requiring

such adjustment and the Exercise Price that shall be in effect and the number of Shares into

which this Warrant shall be exercisable after such adjustment, and the Company shall also cause

a copy ofsuch statement to be sent by mail, first class postage prepaid, to each Warrantholder at

the address appearing in the Company's records.

13. No Impairment. The Company will not, by amendment of its Charter or through

any reorganization, transfer ofassets, consolidation, merger, dissolution, issue or sale of

securities or any other voluntary action, avoid or seek to avoid the observance or performance of

any ofthe terms to be observed or performed hereunder by the Company, but will at all times in

good faith assist in the carrying out of all the provisions ofthis Warrant and in taking of all such

action as may be necessary or appropriate in order to protect the rights ofthe Warrantholder.

14. Governing Law. This Warrant will be governed by and construed in accordance

with the federal law ofthe United States if and to the extent such law is applicable, and

otherwise in accordance with the laws ofthe State ofNew York applicable to contracts made and

5

095331-0002-I0879-NY02.2693630.4
to be performed entirely within such State. Each ofthe Company and the Warrantholder agrees

(a) to submit to the exclusive jurisdiction and venue ofthe United States District Court for the

District ofColumbia for any civil action, suit or proceeding arising out of or relating to this

Warrant or the transactions contemplated hereby, and (b) that notice may be served upon the

Company at the address in Section 17 below and upon the Warrantholder at the address for the

Warrantholder set forth in the registry maintained by the Company pursuant to Section 8 hereof.

To the extent permitted by applicable law, each ofthe Company and the Warrantholder hereby

unconditionally waives trial by jury in any civil legal action or proceeding relating to the

Warrant or the transactions contemplated hereby or thereby.

15. Binding Effect. This Warrant shall be binding upon any successors or assigns of

the Company.

16. Amendments. This Warrant may be amended and the observance of any term of

this Warrant may be waived only with the written consent ofthe Company and the

Warrantholder.

17. Notices. Any notice, request, instruction or other document to be given hereunder

by any party to the other will be in writing and will be deemed to have been duly given (a) on the

date of delivery if delivered personally, or by facsimile, upon confirmation ofreceipt, or (b) on

the second business day following the date ofdispatch if delivered by a recognized next day

courier service. All notices hereunder shall be delivered as set forth in Item 9 ofSchedule A

hereto, or pursuant to such other instructions as may be designated in writing by the party to

receive such notice.

18. Entire Agreement. This Warrant, the forms attached hereto and Schedule A

hereto (the terms ofwhich are incorporated by reference herein), and the Letter Agreement

(including all documents incorporated therein), contain the entire agreement between the parties

with respect to the subject matter hereof and supersede all prior and contemporaneous

arrangements or undertakings with respect thereto.

[Remainder ofpage intentionally left blank]

6

095331-0002-10879-NY02.2693630.4
[Form of Notice of Exercise]

Date: ----

TO: [Company]

RE: Election to Purchase Preferred Stock

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby

agrees to subscribe for and purchase such number ofshares ofPreferred Stock covered by the

Warrant such that after giving effect to an exercise pursuant to Section 3(B) ofthe Warrant, the

undersigned will receive the net number ofshares of Preferred Stock set forth below. The

undersigned, in accordance with Section 3 ofthe Warrant, hereby agrees to pay the aggregate

Exercise Price for such shares of Preferred Stock in the manner set forth in Section 3(B) ofthe

Warrant.

Number of Shares of Preferred Stock: I

The undersigned agrees that it is exercising the attached Warrant in full and that, upon

receipt by the undersigned ofthe number ofshares ofPreferred Stock set forth above, such

Warrant shall be deemed to be cancelled and surrendered to the Company.

Holder: _

By:

Name: _

Title:

1. Number ofshares to be received by the undersigned upon exercise ofthe attached Warrant pursuant to

Section 3(8) thereof.

7

095331-oo02-10879-NY02.2693630.4
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by

a duly authorized officer.

Dated: -------

COMPANY: _

By:

Name:

Title:

Attest:

By:

Name:

Title:

[Signature Page to Warrant]

8

095331-0002-I0879-NY02.2693630.4
SCHEDULE A

Item 1

Name:

Corporate or other organizational form:

Jurisdiction oforganization:

Item 2

Exercise Price: 2

Item 3

Issue Date:

Item 4

Liquidation Amount:

Item 5

Series of Perpetual Preferred Stock:

Item 6

Date of Letter Agreement between the Company and the United States Department ofthe

Treasury:

Item 7

Number ofshares of Preferred Stock: 3

Item 8

Company's address:

Item 9

Notice information:

$0.01 per share or such greater amount as the Charter may require as the par value ofthe Preferred Stock.

The initial number ofshares of Preferred Stock for which this Warrant is exercisable shall include the

number ofshares required to effect the cashless exercise pursuant to Section 3(8) ofthis Warrant (e.g.,

such number ofshares of Preferred Stock having an aggregate Liquidation Amount equal in value to the

aggregate Exercise Price) such that, following exercise ofthis Warrant and payment ofthe Exercise Price

in accordance with such Section 3(8), the net number ofshares of Preferred Stock delivered to the

Warrantholder (and rounded to the nearest whole share) would have an aggregate Liquidation Amount

equal to 5% ofthe aggregate amount invested by the United States Department ofthe Treasury on the

investment date.

095331-0002-10879-NY022693630.4
SCHEDULE A

ADDITIONAL TERMS AND CONDITIONS

Company Information:

Name of the Company: Allied First Bancorp, Inc.

Corporate or other organizational form: C Corporation

Jurisdiction of Organization: Maryland

Appropriate Federal Banking Agency: Federal Deposit Insurance Corporation

Notice Information:

Terms ofthe Purchase:

Kenneth L. Bertrand, President

Allied First Bancorp, Inc.

3201 Orchard Rd.

Oswego, IL 60543

Series of Preferred Stock Purchased: Fixed Rate Cumulative Perpetual Preferred Stock,

Series A

Per Share Liquidation Preference of Preferred Stock: $1,000

Number of Shares of Preferred Stock Purchased: 3,652

Dividend Payment Dates on the Preferred Stock: February 15, May 15, August 15,

November 15

Series of Warrant Preferred Stock: Fixed Rate Cumulative Perpetual Preferred Stock,

Series B

Number of Warrant Shares: 183.00183

Number of Net Warrant Shares (after net settlement): 183

Exercise Price ofthe Warrant: $0.01 per share

Purchase Price: $3,652,000

Closing:

Location of Closing: Squire, Sanders & Dempsey, L.L.P.

221 E. Fourth St., Suite 2900

Cincinnati, Ohio 45202

Time ofClosing: 9:00 a.m. EST

Date of Closing: April 24, 2009

UST Sequence No. 1153
Wire Information for Closing:

Contact for Confirmation of Wire Information:

s

UST Sequence No. 1153
SCHEDULEB

CAPITALIZATION

Capitalization Date: March 31, 2009

Common Stock

Par value: $0.01

Total Authorized: 8,000,000

Outstanding: 511,318

Subject to warrants, options, convertible securities, etc.: 0

Reserved for benefit plans and other issuances: 0

Remaining authorized but unissued: 511,318

Shares issued after Capitalization Date (other than pursuant to warrants, options,

convertible securities, etc. as set forth above): 0

Preferred Stock

Par value: $0.01

Total Authorized: 2,000,000

Outstanding (by series): 0

Reserved for issuance: 0

Remaining authorized but unissued: 2,000,000

Holders of 5% or more of any class of capital stock

UST Sequence No. 1153
SCHEDULEC

LITIGATION

List any exceptions to the representation and warranty in Section 2.2(1) ofthe Securities

Purchase Agreement - Standard Terms.

If none, please so indicate by checking the box: [X).

UST Sequence No. 1153
SCHEDULED

COMPLIANCE WITH LAWS

List any exceptions to the representation and warranty in the second sentence of Section 2.2(m)

ofthe Securities Purchase Agreement - Standard Terms.

Ifnone, please so indicate by checking the box: [X).

List any exceptions to the representation and warranty in the last sentence ofSection 2.2(m) of

the Securities Purchase Agreement - Standard Terms.

Ifnone, please so indicate by checking the box: [X].

UST Sequence No. 1153
SCHEDULEE

REGULATORY AGREEMENTS

List any exceptions to the representation and warranty in Section 2.2(s) ofthe Securities

Purchase Agreement - Standard Tenns.

If none, please so indicate by checking the box: [Xl

F:\clients\1165\TARP\Ltr Agr-Private.doc

UST Sequence No. 1153
S( HFDlfLE F

DISCLOSURE SCHEDULES

List any infonnation required pursuant to Section 2.2(h) ofthe Securities Purchase \cr-eementStandard Tenns.

[SEE ATTACHED]

PHXl465336.1
DISCLOSURE SCHEDULES

OF ALLIED FIRST BANCORP, INC.

TO THE

SECURITIES PURCHASE AGREEMENT

DATED AS OF APRIL 24, 2009

BY AND BETWEEN

ALLIED FIRST BANCORP, INC.

AND THE UNITED STATES DEPARTMENT OF THE TREASURY
TABLE OF CONTENTS Page

Schedule 2.2(b) Audited Consolidated Financial Statements ..................•..1
Allied First Bancorp, Inc. Disclosure Schedule 2.2(h)

Consolidated Financial Statements

Annual Reports

E

7 E 7

FDIC Quarterly Call Reports

D. September 30, 2008

E. December 31,2008

1
ltemD
Federal Financial Institutions Examination Council

Board of Governors of lite f..:letal Roe"""" System OMS Number: 7100·0036 f..:lellll Depo5i1 ll\5lIrance CorporaUon OMS Number: 3064-0052 O1IlCll of1lle Comptroller OftllQ CUI1'GllCV

OMB Number: 1557·0081

ElIpires Millth 31, 2011

Please refel to page I,

Table of Contellts. fur tile required dlsdO!Ure

orestimilled burclen.

1

Consolidated Reports of Condition and Income for

A Bank With Domestic Offices Only-FFIEC 041

Report at the close of Business September 30, 2008 (20080930)

(RCON 9999)

Director (Trustee)

Patrick Harrington

This report is required by law: 12 U.S.C. §324 (state

member banks); 12 U.S.C. §1817 (State nonmember banks);

and 12 U.S.C. §161 (National banks).

NOTE: Each bank's board of directors and senior management are

responsible for est<lblishing and maintaining an effective system of

internal control, Indudlng controls over the Reports of Condition and

Income. The Reports of Condition and InaJlTle are to be prepared

il1 acoordance with Federal regUlatory authority instructions.

The Reports of Condition and Income must be signed by the Chief

Financial Officer (CFO) of the reporting bank (or by the Individual

performing an equivalent function) and attested to by not less than

two directors (trustees) for State nonmember banks and three

directors for State member and National blinks.

I, the undersigned CFO (or equivalent) of the named bank, attest

that the Reports of Condition and Income (including the supporting

srnedules) for this report date have been prepared in oonformance

with the Instructions Issued by the appropriate Federal regulatory

authority and are true an orrect to the best of my knowledge and

belief.·- ....-

Signature af Chief Financial O~r (or Equivalent)

Date of Signature

Submission of Reports

Each bank. must file its Reports of Condition and Inoome (call Report)

data by either:

(a) Using computer software to prepare its call Report and then

submitting the report data directly to the FFIEC's central Data

Repository (COR), an Intemet-based system for data

collection (https:/Iodr.fflec.gov/cdr/), or

lb) Completing its Call Report In paper form and arranging with

a software vendor or another party to convert the data Into

the electronic format that can be processed by the CDR. The

softwllre vendor or other party then must electronically submit

the ban~s data file to the CDR.

For technical assistance with submissions to the CDR, please contact

tl1e CDR Help Desk by telephone at (886) COR-3111, by fax at (301)

495-7864, or b)' e-mail at CDR.Help@ffiec.gov.

This report form is to be filed by banks with domestic offices

only. Banks with forelgn offices (as defined in the

instructlons) must: file FFIEC 031.

We, the undersigned directors,(trustees), attest to the oorrectness of

the Reports of Condition and Income (including the supporting schedules)

for thIs report date and declare that the Reports of Condition and

Income have been examined by us and to the best of our knowledge

and belief have been prepared In conformance with the instructIons

Issued by the appropriate Federal regulatory authority and are true

and correct.

To fulfill the signature and attestation requirement for the Reports of Condition and

Income for this report dBte, attach your bank's completed signature page (or a

photocopy or a oomputer-generated version of this page) to the hard-CXlpy reoord

of the data file submitted to the COR that your bank must place in its files.

The appearance of your bank's hard-CXlPY record of the submitted data file need

not match exactly the appearance of the FREes sample report forms, but should

show llt least the caption of earn call Report item and the reported amount.

Allied First Bank, 51

U!lllIl Title of Bank (RSSD 9017)

Oswego

FDIC Certificate Number 55130

(RSSO 9050)

Otv (RSSD 9130)

IL

Stare Abbrev. (RSSO 9200)

60543

Zlp COde (RSSO 9220)

Board of Governors of the Federal Reserve System, Federal Deposit Insurance COrporatlon, Office of the Comptroller of the Currency
Consolidated Reports of Condition and Income for

A. Bank With Domestic Offices Only

Table of Contents

FFIEC041

Pagel

I 2

SIgnature Page Cover Schedule RC-B - Securltles --------RC·3. 4, S, 6

Contact Jntormatlanl.- II, III

Report ofIncume

SChedule RI- Income statement RI·l, 2, 3

Schedule Rl·A - QIanges In Equity caplt.al RI-4

Schedule RI-B - Charge-offs and Recoveries on

Loans and Leases and Otill1lles In Allowance

for Loan and Lease losses __RI-4, 5, 6

Schedule RI-! - Elq)lanallOns Rl-7, 8

Report ofCondItlon

S<tIeduIe RC - Balance Sheet RC-l, 2

S(hedule Re·A -casn and Balances Due

From DepQ6itory Institutions

(to be completed OI1Iy by selected banks) RC·3

OIsdosure of Estimated Burden

1'11e estimated a'lESClge burden assOtlated with It1ts Information

collection Is 40.5 hOllIS per respondent and Is estlmated to vary

from 16 to 635 hours perresponse, dependng on Indivl(kJal

draJm5tantes. Burden estimates Indude the time for l'l!Vtewlng

InslnJdlOn9, gatheing and malntalntng data In the required

fOl1ll, imd oompletrlg the InlOlmatloolXl!ledion, but eXdlJde

the time tor compiling and maintaining business I'l!COI'ds In ltle

normal oourse of a reSPOlldert's actlvItles. A Federal1lgency

may not tonduet or sponsor, and an organization (II' a person)

is not nlqulred In respond to a coiledIon of ir#ormaliOl'l, unless·

it displays 8 currently valid OMB control number. Comments

coocernlng the aa:uracy ofltlls burden estrmate and suggestions .

for redudng this burden s/1aulcl be dlrectl!d In the 0IIIce of

Information and Regulatory Affairs,. Office of Management and

Budget. Washlngt;an, D.C. 20503, and tJ) one of the followtng:

Secretary

BOard of GovernOrs Of the Federal Reserve system

WBshln9tDl!, D.C. 20551

L.eqislative and Regulatory Analysis DIVision

Offlce of the Comptroller of the Current}'

WBshington. D.C. 20219

AssIstant ExeeutJlle Seaetary

Federal Deposit Insurante Corporation

WashlngtDn, D.C. 20429

sChedule RC-c - Loans and lease Financing Recelwbles:

Part t, Loans and Leases Re-7, 8,9,10

Part n. LOiIns to Small Businesses and

small Farms (In be completed for the

June report only) RC-I0ab, lOb

SChedlJe RC-!) - Trading As5ets and Llablltles

(to be completed only by selected banks) RC'l1, 12, 13

SChedule RC-E - Deposit Uabilitles RC-14, 15

SChelUe RC-f - Other AsselS RC·16

ScheliJle RC-G - Other UabHll1es RC-16

Schedule RC-K· Quarterly Averages RC-17

SChetUe RC-L • DeriVatives and

OIf-8alanoe Sheet Items RC-l8, 19

Schedule RC-M - Memoranda -------RC-2D, 21

ScheWIe RC·N - Past Due and Nonaccrual

Loans, Leases, and 0tl1er Assets --.JlRC-22, 23, 24, 25

Schedule RC-o - Olher Data tor Deposit

InSUranc:e and FICO Assessments RC-2S, 26

Schedule Re-p- 1-4 Family Residential

MortgllQe Banking ActIvities (to be completed onIV by seJeded banks) RC-27

SChedule RC-Q-Rnanclal A$$el$ and

UabUWes Measured at Fair Value (to

be (l)ITIpIe1ed ardy tIf selected banks) RC-28

Schedule RC-R - RegulatXlry Qlpltal RC-29, 30. 31, 32

Sdledue RC-S - Servidng, Securlllzation,

and Asset sale ActlVllles RC-33, 3'1, 35

Sthedule RC-T· fiduciary and

Related 5erIIfces RC-36, 37, 38

Optlonal Narrative staamenl Concerning

the Amounls Reported In the Reports

of Condition and Inoome RC-39

For Informatlon or asslstanc:e. Natlonal and state nonmember banks should contact the FDIC's Data Colledlon and Analysis

sectlon, SSO 17th Street, NW, Washfngton, D.C. 20429, toll free on (SOD) 688·FDIC(3342), Monday throogh Friday

between 8:00 a.m. and 5:00 p.m., Eastern time. State member banks Should o:ll1tact their Federal Reserve Disbict Bank.
FFIEC 041

Page II

ContactInfonnatlon tor the Reports of Condition and Income I 3

Yo fadlltate communl~lOn between the Agencies lIfId the cank concerning the Reports of Condition and Income, please provide lXlI1tiId

Int'otmaticn for (1) the ChIef Rnandal Offloor (or equivalent) of the bank signing the reports for this quarter and (2) the person at the

bank - other than the Chief Anandal Officer (or equivalent) - to whom questions about the reports should be directed. If the Chief

FInancial Officer (or equivalent) Is the primary contact for questIOns about the reports, please provide OOI1tact information for another

person at the bilr« wI10 win serve as a secondary contact for oommunlcatlons between the Agendes and the baflk CDIlcem!ng the Reports

of Condllon and Income. Enter "none" for the conblC:t's e-mall adcIl'e$S or fax number If not available. Contact lnfonnatloJ'\ for the Reports

of C'Oncition and Income Is for tffe confidential \Be of the Agencies and will rIOt be released to the public.

Chief Fln8ndal OffIc;er (or Equivalent) Signing

the RepOrts

Kenneth l Bertrand

Name (TeeT (490)

President, CEO

Other Person to Whom Questions about

the Reports Should be Directed

stacey Alhem

Name (rea' C495)

Accountant

mle (ll:XrC'I91)

kbertrar.d@allledllrst.com

TIlle (TEXT (496)

sa1hem@alllednrst.com

E-maU AddI1!$1 (1EltT (492)

(630) SS4-8899 Ellt 6101

Telephone: An!I codefpl1one ndmber/extEn:l1on (TEXr(493)

(630) 383-0201

FAX: Area cO~phone lIumber (lECT C494)

&rnilil Address {TEXT 4086)

(630) 554-6899 fJct. 6104

Telephone: Area c~phone number/8lllenslcn (TEXT 6902)

(630) 383-0204

FAX: Area code/phone number (TeCT 9116)

ThIs information IS being requested so the Agendes CilJ'\ distribute critical, time sensItIVe illformatlon to emergency OOI1tads at banks.

Please provide primary contact Inform!\lon for it senior offlCial of tl1e bcmk who has deciSiOn-making authortty. Also provide Information for a

secondary contact If available. Enter 'none" for the oontact's e-maft address or fax oumber If not available. EmergentY CDIltad information

Is for the omftderltlal use of the Agencies and WIN not be released to the pubNc.

Primary COl\tact

Stacey Athem

SecondaryContact

Kenneth Bertrand

Name (lECTC3ti6)

Accountant

Name (1ECr 071)

PresIdent CEO

Tille (TeeT 067)

sathem@aliledfirst,tom

Tile (TEXT C372)

kbertrand@alliedfirstcom

E-mail AdtI~'" (lEXT 068)

(630) 554-8899 Ellt. 6104

Telephone: Area code/phone number/exlEI1slon (TEXT 069)

(630) 383-0204

FAX: Area codejphone number(TEXT 070)

E-1I1IlI1 Addre5s{relCf073)

(630) 554-8899 Ext. 6101

Telephone: Arel code/phone number/extension (lElCT 074)

(630) 363-0201

FAX: Area code/phone number(TECT CJ7S)
FFIEe 041

PageiU

USA PATRIOT Act Section 314(8) Antl·Money laundering Contact Information I 4

This informatlon 15 being requested to ldentlfy polnts-okontatt who are In charge of your depository institution's section 31"1(a) searches

and who could be contacted by fedenlllaW enforcement omQ!l'S for additional Information relared to antl-terrorlst financing and anti-money

launderlng. Please provide Informallon ror a secondary contact If available. Information for a third and fourth contact may be provided at the

bank's optlon. Enter ·none" for the contact's e-man adcIress or fait number Ifnot available. USA PATRIOT Act: conl:acl: Information Is fa' the

<OOfidentlai use of the Agencies lrld the FInancial Olmes Enforcement NeI.Mlrk (FinCEN) and wlR not be released to the public.

Prima", Conbltt

Joyce Sivertsen

Name (TEXT 01-37)

Audit &. COmpllante Manager

Tille (TeXT" C138)

jsIvtV1sen@allledfirst.<XIm

secondluy Contact

NlII11e (TeXT C442)

lllle (TEXTC443)

E-mail Address (TEXT G439)

(630) 554-11899 Ext. 61'IS

Telephone: Area code/phone number/extension (TEXT C440)

(630) 383-0248

FAX: Area CIllleIphone number (TEXT C441)

TelE!9hone: Area oxle/phone number/exten5lon (TEXTC445)

FAX: AreiI code/phone number (TEXT C446)

Third COntact Fourth Contact

NllIl1e (TEXT C815)

Tille (TEXT C811) Tille (TEXTC876)

E-mail Address ernrr Can) E-mad Address (TEXT (871)

Telephone: Area code/phone number/extenslon (TEXT C873) TelE!9hone: Area code/pnone number/extenslon (TEXT C818)

FAX: Am code/phone number (lECT C811) fAX: AIea code/phone number (TEXT CB79)
AIled FIrst Bank, •

Legal1ltle d Bank

0sw!pC!

ffiEC041

Page RH

I s

Oly

n. 60543

State Zip Code

FDIC ee.tIlIaIt8 Number: 55130

Submltted ID (DR on 1/28/2009 at 3:59 PM

Consolidated Report ofIncome

for the period January 1, 2008 - December 31, 2008

All Report fII Income tdIedu1..... to be reported an _ calendar year-to-dale balls In thouPndt at doll....

SChedule RI-Income Statement

2.i1~il

Z.a.2.b

2.a.2.(

2.b

Z.e

I.e.l.a

1.8.1..b

1.a.2

l.e.3../)

1.8.4

1.a.S

1.a.6

1.b

I.e

1.d.l

l.d.2

1.d.3

1.e

1.r

1.g

1.h

Dollar Amourts in Thousands

1. Irierest Income:

II. Interest and fee Income OIl loans:

(1) Loans secued by real esl2t2:

Cal a.o- securwd 1-4 family I1lIkIentIII "'opertI..I ..j..::::~--.....;;~

(b) All other IoaRllflCUred rear 8Itat., ~:.:::.:::+_--....,...;;.:l

(2) Commerdal and lndustrlallolm........ _

(3) Loans \D inIIvIckJaIs for househokI, famlty, and <Xher personaJ

(a) Credit ca"':i;;;;i;;gj;;;;;;;;;;;;:I;;;jk;;;t;~r;;;;;_-----------'ii ••••• (b) Other (Includes single Pi'ymenl:, Installment. all Sb.Ilent

loans, and revoMng aedlt plans other than aedIt cards) --+-=::..:.:::-1--_..:.::::::...;.1

(4) Loin to foreign gcM!l"m\eI'lls and offldallll5tltutlon,;o..s 1--'=-1-- -'-1

(5) All other loans (1) ...j-::~--......"..~

(6) TotIIllrUrest and fee InalITlll on Ioan!I (sum d items 1.a.(1)(a) through l.a.(S)l ~=+_--~~

b. 1ncoIne from lease ftnancilg reoe/vable$""- ~=+_---~

c. In12rest Income on biIIal\OlS due Itom depo5ltlxy instflIJlIons (2) _

d. Interest <nl dIvIde1d InlDll'le on seClllil:les:

(1) U.s. Treasuy seagjt\es and U.s. Government agency obligations

(E!lOCIUdilg mortgage-badted securltles), -4-=-~I_-_~

(2) MMQaoe-bad<ed seMtI~;;ftj;~;dt;;;~-;;;j-----------1i ••••• (3) All other SIIIO.I'ftIes (Includes ~es Issued by states and

political SlbdIvIsIcns In the U.S.) -l...::::::::+ --..;l

e. Interest lname from trecMng lISSets'-- ~~f_---~

f. Interest IIICXJTle on filderlll fU1ds SDIcI and seculitles pt.I"Chased under agreements to rese!l, --J.....::.:=-I- --..;l

1l. 000000hterestlncome, I-==+ ......;l

h. Total IIltl!n!5t IlllXllIItl (SOO1 d \tenS l.a.(6) through 1.g) _

2. 1ntl!r'eSt expense:

a. Inlerest on deposfIs:

(1) 'Tra1saction acmunts(NOW accounts, ATS iKXXllIIlts, a-Jd

telephone and oreauthorlzed transfer acxoIJntsl - ..

(2) NorirlInsactIon llaDUnts:

(.) SIIVInp d8paIlts (lndudlll MMDAa) -+::::.:-1-__:-=1

(b) lTme deposlts r:r $100,000 or more -----------------F~---:~

(c) 'Tlrne deposfts at less than $100iOOO,rit;;;dd"------------- . b. Elcpense at tederal1'unds pu'Ct\ased and sewritles sdd

under agreements to repurch,""" -1-..:.:;;:+__.....,....,~

Co rnterest on trading llab8ltles and other borrowed money' -J-=~__....:.:.::;;.;;J

(1) Includes Interest and fee tneome on "Loans In deposltory InstItutlCl1S and aceeptances of other baI1ks." "Loans to flnance

agrltult1nl producllon and other loans to !'armel'S," "ObIiQatjons (other than seClIil:Ies and leeses) ofstates and political

sub<IvI$iOn$ In the U.s.," and "other loans.·

(2) 1ndudes ntere5t ncxme on lime oertlfk:ates at deposit nat held for ~g.
FFlEC041

Page RI·2

I e

7.e

8

9

(',38'. 10

0 11

(1,381. 12

3

4

5.11

5.b

s.c

S.d.1

C888 0 S.d.2

C8I7 0 5.d3

C3I6 0 5.d.4

C387 0 S.d.S

8491 0 S.e

B492 0 5.1

Il19l 0 5.g

5J

S.J

S.k

',002 S.m

0 6.a

(8) 6.b

7.8

7.b

7.c.1

Allied Plm:Bank, 58

Legal11tle or Bank

FOIC cerutk3te Number: 55130

Subfritted to CDR on 1I"lB/2DD9 lit 3:59 PM

SChedule RI-Contlnued

2. Interest (conti1ued):

d. )ntllrest on subordilited nolIIS and debentures.------ oI--=-==-l --,..,,..;j

e. ToliII Interest expense (sum of Items 2.11 Itlrough 2.<0 _ 3. Net Interest Income (Item 1.ll minus 2.e}, _

4. Provision for loan and lease Iosses, _

5. NonlnteresI: k1alme: a. Income fran MJdary actMtIes (1}, ~::.:.::.+---~

b. 5erVlce dlaJgeS on deposit """".....,,"'- ~:;+---~

c. Thldng revenue (2),-----------------r::;:;;+---~

d. (1) Fees and QlITIfl1s5IOns IlllIn securities brokerllge -;-;;;;------1••••••

(2) InvesIment bar1IOOg, !ldvlsory, and Lnde.....mtlng fees lind

COIM'isSIons -----,~~--_~

(3) Fees lind amnIssIons rrom amity SllIes ----------I-::::;:o..-t---........,:,

(4) lJndemritilg Il'IQlme Ii'om inSUrance and reinsurance IIdMt1es -I-~+---~

(5) lnalme from other I\lsl.rante activities ----------+=~f__--~

e. Ventlxe apItaI,.."'.""''----------------~~:.:+---__.;l

f. Net seMt\ng ~----------------__+~t+_---~

9- Net sec:uiUliIliDn ilcDme· ~--------- ••••••1

h. Not applicable

I. Net gains (lllSlil!S) on sales or loans and Ieases. -+-::..=:+

f. Net gains (bsses) on sales of ~er real estate owned, ~~---~

Ie. Net gains (losses) 011 sales of other assets (exckJdng securttles), +:-~l_----=:::, L Other nonlntl!let Inalcne* _

m. Totd ncnIntetest Inalme (sum of Items 5.11 Itlrough 5.1), _

6. II. Realized gains (losses) on hekHo-maturity securitles, _

b. Reellzeel gUls (losses) 01'1 avaIlable-for-saie securilles, _

7. Nonintllrest &qllIllS&:

a. SalarIes and beneftts

b. ElqJenses of premise and 1Ixed:-;aa;ets;. ~(~net~ofr;re;l~tzlllil;;l1COI;;;m~te;) --------1•••••• (elldudilg salarill5 cnI employee be'leflts and mortgage InIErestJ -+-=+-__....;..;~

Co (1) G00dwIIl Impairment losses (2) AmortizatJcrI mcpen5lI and ,;:;;mpanp;;;;;Inn;;;Il!I;nttikk;;osses;;~fg';--------- •••••• other itlanglble ......--------------...j..:::=-ll----..".~ d. Otha" I'lII'llnl!n:st expense* _

e. Total nonlrb!rest expense {sum or Items 7.a through 7.dl, _

8. Income (loss) before IncDme taxes lind extraordlrwy ttems and other

adjustments J J:NS or Il"iMs Items 4, 5.m, 6.a, 6.b, and 7.e), _

9. APPlIc8tlle IIIOll11e taxes (on Item 8), _

10. Income (loss) before ettJaordlnlllY 1tem511nd olIler ad)Jslmenls (Item 8 mlrus Item 9] _

11. Extr'lIonInary Items and other ~, net or Inalrne taxes* _

12. Net II1COI11e (l0S5) (sum or items 10 and U), _

• Describe on SChedule Rl-6-Elcpl6natlons .

(1) For blinks reqjred to c:ornpIete Sd1edlR Re-T, Items 12 throogh 19, Income from fiduciary i1dlYlties reported 111 SChedule RI,

Item 5.a, must equal the alTIOUft reJIQI'ted In SChedJIe RC·T, Item 19.

(2) For ba'lks required to complete Sd1eDJ1e RI. Memclrandum item 8, bildng revenue reported In SChedule RI, Item S.c.

must equalltle sum of MemorancQn Items 8.a through a.e.
1.Rga111tll d Bank

FOIC CMlftcate NLrTber. 55130

5Wmitted to CDR on 1/28/2009 at3:59 PM

SChedule RI-Contlnued

FFlEC041

Page Rl-3

I 7

M.l

M.l0

M.6

M.13.a.l

H.13.b

M.S

M.13.b.l

H.13.a

M.7

M.3

M.2

H.9.a

M.9.b

M.l1

M.12

M.S.a

M.8.b

M.8.c

M.e.d

M.e.e

Dollar Amaunts In Thousands

Memoranda

1. Ilterest expense Incurred tD carry tIDHlxemptsecurities, loaM, and 1ellses aCXlulred alter

August 7, 1986, that Is not decb:tIbIe tor I'edera1II1al/lIl! tax Pll,IN"'''''_ •••••

2. Inalme from the sale llIld Sl!I'4Idng d I1IUlJJ8I fIJ'lds and amultles (Induded In

3. Income SCheduleonRI, tax-exempt itllm 8)~~;;;di;;;;;;;;;;~~~~M;;;;i;tt;;u:s.------~ loans and leasesto states and poIltlcal subdvlslons In the U.S. ••••••

(included III SchedJle Rl, 1tl!ll"iS 1.a and 1.b}~_;;l;;iftk;;I;rt;d;~;I;;;;;u::s:-------11iiii••••• ... fnc:ome on tax-exempt sea.II\t1es tssued by statEs and pollllcal subclvlslons In the U.S.

Qndu<ted in Sdletlde RI, ltem 1.d.(3»I • --=-I

5. Nurrber offuft·tlme eqWvalert ernpk1fees at end at ament period (round to

nearest whale nllTber) --1

I'femor.rndlm1 itII!m 61sto COfT¥J/etBd by: (1)

• banJrs Mt/l $300 mRIIon ormore In toIJJ/ and

• bants KtTtIItiss than $J(l(1llWi/iQn In /Qf;JJ lI5Sei5 tlef. Ie..,IoiIns

In fInsnte avtaitJ,JnlIpIfXhctIon and otherIoiJns to farrnefs

RC-t; patt /tI!!m 3) exa!f!dtJtJIfvefJ«'CfIIlt oftotal laMs.

6. IntJerest and fee Inalme on loans to IInanat agricultural produttlon and other

IOlI'15 to fanners (Induded In Sc:hedJ1e RJ. item 1.a.(5» -I -==::-:-:::~

7. If the repa1hg blInIc has restated Its balal\Cl! sheet as a resUt at applying push

d<Mn atalUI'ItkIg IIlIs calendar year, report the date fA the bank'r; acqWltion (2)~~ ___l..=::=...L.--=--__J

8. 1l'adng I'l!YenIJe (1i1lm cash lrlstrumeIlt5 and derfvath!e Inst1uments) (sum

Merl'IOI'and\m Jtems 8.8 thnlugh S.e must: equal SChl!dule RI, Item S.c)

(TD bit completed by banks ltIat repcII'ted average trading

usetlJ (Sdledule RC-K, Item 7) of $2 mlmon or more1or any

quu1llrfit the preceding calMdir YBJ'.};

a. intErest rate e"f'U'......"-- -I~~---~

IJ. foreign exchlInge exposures'-- ~::.+----=..:.;.:I

c. I:qlity secutty and Indelc exposllr'e$'---------------------f-=-:.;;.I---~:::l d. Commodtv and other EllqlOSUI'es'-- ~=_l~--...:;:_=I

e. CredIt !lCPOSUres' ~-------------------1 9. Net gaj:Is (losses) rec:o!llltzed In earnings on credit cJerlvatives that economJcaly hedge

credt exposures held outside the trading acx:ount:

a. Net gam {kIS5es} on credit derivatives held for tradng --------------4-=::+---~

b. Net !!M'S (IOSRI) on aedIt dertvatIves held for P\I'POSll5 other than tndIng 1••••••

10. nJ bit COITfJ/elt!d bybiInks with $300 m1l6cn orff7t)fe In tOO1Iassets: (1)

0'elIt Io5ses on derMItIves (see InstrudIons}- ~=~==~

11. Does ttle /'l!POl1Ing bank have II Subchapter 5 eIedIOn In eIl'Ict tor

t1lderIIIlnalme lax purposes fur the aarent tax YeaJfl -_~=======~

Her17on1Irchm itl!m 12Ismbe ampIetsdby bBnks IJJat ate requiredmaxnpIeteSdlecUe

RC<' patt HI!trIontncAm Itr:ms B.b 8IId8.c.

12. Noncash Inccme 1'rom negallYe amorttzlltlon on closed-end loans sectnd by 1-4 family

residential p-opertIes Ondllded In SchelhJe RI, Item l.a.(l)(a}) _

N#JmtJt'Mdum /trim 131111t11Ht byINInIt6I1N1tMW tIItIdBd IttM%'MIIIt hit'

...,.lIffd undtM'III'11h IflIilM t1PtItJn.

13. NIt pins(I01181) remanl- In eamlRgl on assets lind 1I1b111tJs til. are NPClfIed

at ...Ir wI.. under. !'airvaw. opt\CIn:

•• Net gaInI (lOUIS) 011 : .... -;:;;);;;k;;;~;n;;;;bt;~t;;;;;;J;---------.i ••••i (1) EItImaIed net gaiM (lCIA8I) on loans atlr\butabte wdlangealn

I....ment apedfIc 01ld1t rtIk'-------------------.f-::::=-l---~

b. Net aalns (Ioaet) on l..bQItIes"-;~biiiiti;;dtrii;~~;;;j;;;;;;I;"------- •••••• (1) EstIft\8ted net aalrw (loau) ClfI lIabHItI. attributable til d1anges In

InstnIn18ftt-tPe awllt rl8ki..- L~:...L..--....:.::~

(1) The a>set size tests and the ftve percent total loans test are generally based on the total assets and tDt.8I loans on

the June 30, 2007, Re90rt rJ ConditIon.

(2) For e<a~ a ban< acquired on Mard\ 1, 2008, would report 2008/03/01
Allied FhtB!I!!r, 58

Legal 1ltIe rA Bank

FDIC certIIIcate Number: 55130

to CDR on 1/2812009 at 3:59 PM

FFJ~041

PageRI-4

I 8

2

3

4

1

5

6

7

8

9

10

11

12

SChedule Rl-A-Changes in Equity Capital

Indicate decreases and losses In parentheses. DoUar Amounts In 1housancIs RIAD BIll MU IThou

1. Total eqtity c:apIl:aI most reoentIy for the Deoember 31, 2007, Reports rA Condltfon

WId Inalrne (I.e.. alter adjJstments from amended Reports of Income)

2. RestatementslkJe to COIT«ilcns of materla/ accounting errors and

c:hanges In aceounung prlnclples* 6507 0

3. Balance end rA prev\oIJ$ calendar year as restated (sum or items 1 inl 2) 16508 I 12,130

4. Net fno>me (losS) (must equal SC:tledule Rl, Item 12] 14340 I (1,36t)

5. sale, <;1)llveI$IOIl, ecqu1sltlon, or retirement of capital stIXk, net

(exdudlng tre5ury stock transactions) IlSQ9 0

6. Treasury stocK transadlcns, net B510 0

7. 01anges InddiInt to business c:ombllllltlons, ....to 4~56 0

8. lESS: ClIsh dMdends dedared on preferred dntir 4470 0

9. LESS: QIsIl dMdends declared on common .~ 4460 0

10. Other 1XllTlp-ehens!ve Income (1) 8511 69

11. 01tIer tranAClIcns w11tt p;nnt hoIdilg CO/TIIllIny* {not Induded In Items 5, 6, 8, or 9 abcMtl 4415 350

12. Total eqJlty capital end cI oment period (sum of Items 3 through 11) (must e(JJBI SChedule RC, item 28] 3210 11,198

i.e.l

1.e.2

2

1.e.1

1.1.2

I.b

1,c,2.a

1.c.2.b

1,d

4

5.a

S.b

6

7

8

9

lmII~eII--.a

by ftrst I""'" 034 0017 0

bV jU'lIor IINtc f C23S 1 010181 01

rrUtlfamlly (5 or more) reslclentlal 35811 o 3589 0

nonfarm nOllresldentla1 props1jeS:

HCUred by owner-oa:upIed nonflmn nollr8lklentllll propert!eI 1C895 I o C896 or

secured by Dthar nonfllrm nOlll"elldenthll properties I C897 I 01 C8981 0

instltullons m acceptances or other banks I +NU I 014412 t 0/

IrdJstrlaIloans 4&38 I 102146081 12

(iJaIs for hOu5ehok:I, ramtv, and other personal e<pendltlns:

..

8514 o BS15

single paym!!rlt, Installment,. all student loans,

ng aedlt plans other thlln Cflldft cards) 851& 113 8517

governments and offlClaI Institutions 4643 o 4627 0

(2) 4644 o 4628 0

recelVllb\@s 4~ o 4267 0

Items 1 through 8) 4635 1,407 460S 105

1. Loans seall'ed by real estate:

a. COnst:1UdIOn, land de~ and OIher Illnd bans:

(I) 1004 flmlly nNlldentI.1 0DnItnIdI0n 'nns'":;;;;;;;;-------•••••••ii•••••

(Z) othIr llOI1StnK:tton loaM .ndall ..net dtllHllopment

and other ....d 1olI11I'-- f-=::...+-__---::.J.=~~---;j

b. Secured by farmland _

" Seand by 104 tcmly resldenl:lal properties:

(I) Re'o'OIVilg, open-end loans secured by 1-4 famly radentlaI

properties and exI!nded under lines of c:red,'- _

(2) Oosed-end lOilllS seaJl~ by 1-"1 family residential properties:

(8) Sl!and

(b) Secured

d. 5eC\red by

e.seomby

(1) l.oInI

(2) Loa'"

2. Loans to depo!IjtOry

3. Not applicable

4. Commerdal and

S. Loans 10 IndtYi

8. CredIt cards

b. Other (ildudes

and revotvl

6. Loans to foreign

7. All other Ioens

8. Lease firIand11l

9. Total (sum d

(1) Indude wme-downs a1Slng from transfers of loans to a helcHor-sa1e ilCCOlrlt

(2) Indudes d'largHffs inl recovertes on "Loans to flr1Clllt1! agrtoibJraI prodUdion and other loans to farmers,· "OllMgatIons

(other than securftles and leases) ofstates polltlcal subdiYlslons In the U.S.," and "Other 1os1s.'

* Describe 00 SChedule Rl-f· ExpIanatlol'lS.

(1) Indude5 dlanges In net lIln5!l2ed hoIling gains Oosses) on ilVIlable-for-sa1e SI!C\Il1t1es, d\ange5 In lICCI.JlTdalEd I1I:!t gains (losses) on cash

now hedges. and pension and other postreti~ pIan-related changes other than net periodic: beneilt cost.

SChedule RI-B--Charge-otrs and Recoveries on Loans and Leases

and Changes in Allowance for Loan and Lease Losses

Part r. O1arge-otrs Bnd Recoveriu on Loens and Leases

PartIindudes charoe-otfl and recoveriesthrough the

ellOalted tr.....rer risk .....",..
AiDed PlrRBank, 58

Legal1ll:le of Bank

FDIC certlncate Number: 55130

Submttld lD CDR on lf1BI'J.009llt 3:59 PM

FREC041

Page RI·5

I 9

SChedule RJ-B Continued

M.2.d

M.2.c

M.2.b

M.2.a

(Cdl.l1Yl B) Part I. ContInued

Memoranda

Dollar AmllUl1S k1 Thousands RIAO

1. Loans to nl'lilllCe commerdlll real estate, c.onstructIon, and land

development actMtles (not SII!CURld by real estiItIl) induded In

SChedIJe RI-B, part .. Iterns '" and 7, abolle, _

2. Ht!mDti1ndum itrIms 2.8 tIm.Jgh 2-damIDbe

bybids wHh $300 milJIon or more In totalassets: (2)

a. Loans seand by reel estate tn non-u.s. addressees (domicle)

(lnduded In Sd1eduIe Rl-B, part I, Ibm 1, abclw)'---------IIi•••••••

b. Loans lD Ill'ld acxeptances of forel!J'l banks

(lnduded In Sdledule RI-lI, part I, item 2. illlCNe)--;;;(d;~ii;)----IIi ••••••••••• Co CoIMlerdaI nlllll1lstJ1l11loans to non-U.s. addressees (lloI'Rdle)

(lndudecl In 5c.heduIe Rl-1I, part I, Item 4, above)'~;;;;;;i------ ..... d. Lease5 110 Individuals fllr household, family, and otf1er penIOI1al

expendil\ns (Induded In SChedule RI-B, part I, Item 8, aboYe)' _

j, Ht!moriIncUn R1!m 315 fD bea'Jf11PIt1/J!dby: (2)

• banks with t1fJC miIIfon or mote fn tota/4S5lD, and

•biJnIcs willi lessIhIn $300 mIIJJon In /r)(;l/ti5StJlS fJJ8t h6w Io!Ins to

Ifnat7t:e a¢c.v/tvn1Iprodut;tIon and oiherloans W Iilm7ets

(St:!JIxAJM RC-<;. patt(. itSTI J) live oftDtal /oBn$:

lvlIns to nnance lIlJ1a,IlIUrall>l'06Jttlon and other loans to

farmers Onduded In SChedLH Rl-B, part t Item 7, aboYe) .J...=:...L..-----.:.:::..:I-=::...J.. .:..:.:..:J

1tlIm.,IS 1I3 be axnpI«ed bybiInIts t/I;Jt(1) t1Jg(:(her wfrh IJIffIIiNlld

InstJtvtJons, //we outstanding credit eatrJ ret:l!IVabIe5 (as deI1nedIn the 1ns!nJt:IJt:Jns)

Ihi1t exceed 1!j(J(J mIIIJon lIS ofthe fl!POI1 d1IIB or(2) _ ar:dIteatrJspeda/ty b6nIcs

as deIInedroribfoIm BankI't!tfbmIsnce Reportpuposes. llendac year-to-<late~ "'. ~1IedIbIe retaI aedt card tees and finance etlarges reversed against Inalrne (I.e., not Induded C388 RIAD BI 1141 Ino: M.4

In charge-otfs B911nst the allowance for loan and 105l5e5) .. _

(1) lndude wriIe-dowoS arlsIng from transfers c:Iloan9 to a hekHnr-sa1e aaDlJI'It.

(2) The $300 millon asset siZe test and the five pera!llt of tlltalloans test are Ql!IIllI'BIIy based on the total 8S\lE!t5

and totaIloln reported on the June 30, 2007. Report of Condition.
Allied FInt BUIlt, S8

Legal1ltIe d Bank

FDIC certIIIaIte Nllnber: 55130

SUbmllled Ie CDR on 1fJJJ/2009 at 3:59 PM

SChedule RI..BContinued

FREC041

PlIO! Rt-6

I 10

Dollar Amounts In Thousands A!AD ll1lIMlllhou

1. Bali!lnce mo&t rectrily repol18d for the December 31, 2007, Repot1ll of Cordtlon

and Income (I.e., aI'll!r adjUstments ftom amended Reports of rncome) B5Z11 1,397

2. Reamnes (must equal part l, Ittm 9, tOItIm B, abcYe) 16051 105

3. lESS: 0large-0Irs (must equal piIIt [, ltem 9, m1umn A, above

1,407 less SCheIlJIe IU-B, part ll, i1lem 1) e079

4. lESS; Wrtte-<klwns admg from transfers of loans to a held-for-sale iICIXUlt SS23 0

5. ProviSIon for loan m Iea5e losses (must equal SChedule RI, ItIm 4) 4230 1,710

6. Adjust:menIs* (see InstrucIIons fa' ltlls schedUe) a33 0

7. Bmanc:e end rt aJTent period (sum fA Itr:ms 1, 2, 5, and 6. 1e!lS Itl!ms 3 am 4)

131231 1.856 (must l!QUllI Schedule RC, Item 4.<:)

Memoranda Dolar AmwltS In 1housands

1. AIloc:ated transfer rISk reserve IndUcIed In SChedule Rt-8, part n. Item 7, ilbcM! _

Memoriindum It1JmS 2 and J 8Ie to be comp/Bt;t!dbybanks fhBt (1) tr:Jgethtr wfth iIIf!IIi1Md

In5tJt1dXJI1$ have ootstandIng aedtcardn1CIIIII8fJ/e$ (as defIMd In the 1nstnx:tIcns)

til« ext:Y!«I$500 mJIIIon Il5 ofthe If!IXJIt or(2) areadcarr!S(XIdiJIty/wlIt$

115 defined Ibr I.InIIotm Bank Pt!JfrxrrIBnaJ Ri!f)Oft

2. 5eper8te vaJualjon alOWill'lCe for I,I1GOlectlble retal1 aedt card rees iVld Iinllnce ~------1_ •••••

3. Amount r:A allowance for loan and !else losses attributable 10 retail aelfrt card fees andllnancecttarves _

/IfMIfH3I1thIm Item 41110 I» ct1IfII1IetwIlJY.nbMIIt6.

4. Arncoot fA aIIowante for po&t-acqJJsftIon losses on purchased impaired loans acm..nted

for k'l acx:ordIn:e with AI~ st.atemert of PosItIon 03-3 (Included In Schedule RI-B, part II, 1lI!m 7, abcwe), --'- -..L.=:...L.. ...,;;j

• Desaitle on Schedule RI-E-explanauons.

1

2.

3

4

5

6

7

M.l

M.2

M.3
Allied FJm B!nk,sa

Legrall11le of IlilM

FDIC certI1k:ate Number: 55130

5Ibn1lted to CDR 0I'l1/28/2009 at 3:59 PM

FF1~041

PageRl-7

I 11

2.a

2.b

2.c

2.d

2.8

2J

2.g

2.h

2.1 2.,

2.k

2J

2.m

2.n

La

l.b

I.c

l.d

1.e

l.f

l.g

l.h

1.1

I.j

j.

k. Telecommunlattlolls

I. 4461 Cllm]lIJtBr equipment Ml/ntenlnoe

m. 1467 OtherPlufeukllls\ and Outside SeNlCll

n. +468

3. Extraordinary itBms and other adjustments and applicable Income tax eITed: (from Sdledule Rl,

Item 11) (Ite'nlze alld des::rlbe an extraordinary IUlms ~nd other adjJsIrnl!Ilts):

1UT

SChedule RJ-E-Explanations

Schedule RI-E Is to be completed each qulrter on a calendar.,......to-dil..be....

DetaiJ all adju&tments In SChedule RI-A and RI-B, all eldraordil'lCllY iMrns and other adjustments in SChedule

RI, and all significant Items of other nonInterest Income and other nonJnterest expense In SChedule RI.

(See Instructions for detaIIs.)

h. 1461

I. 1462

j. 1463

2. OtIler l'IOCIintlIreStexpense (mm 5cIle<IUe fU, Item 7.d)

ltemlnlnd deIIatbe II1'IOlIntS greater than $25,000 that__31M. of Sc:MduIe RI, 118m 7odl

lUT

a. DatI

b.

c.

e.

d.

~~=------::-------------------------~7'-I-----::::1

~~~~~=========~=~ t.

g.

h.

I.

1. Other 1lOlIInt8'eSt Income (from SCheciJle lU, Item 5.1)

Itemize n delaib. MnDlln1ll greater 1I11111 $25,000 that uceecI 3% 01 SChedule RI, Item 5.11

l!XT a. II'lalIl'Ie and fees from the ancl sale chedcs

b. Earn Oll/lnaease In vallie d cash SI.I'1'elder value of life hslnnce

c. Inccme end fees from aulDrnab!d teller madlInes AlMs

d. Rent and ctheIlnaxne from other real estate owned

e. safe box rent

r, Net cha in the fair VlIlues of ftM'ldallnstnlllenls aexounled far under a fiIi' VilIue lion

BaI* card and 01IcI1t card I feel

e.(1) 0 3.a.1

(2) 1486 3.a.2

b.(l) 3.b.1

(2) iaIbIe inalme tax effect 4'lll8 3../).2

c.(1) 0 3.c.1.

(2) 4491 3.<;.2
Allied F1r1t BanJr, 58

1.aga11IlIe r:A Bank

FDIC cer1ltlcate ~mber. 55130

!iubmltl.ed txI COR 0II1/2S/2009 at 3:59 PM

FFIEC 041

Page Rl-8

I 12

6.8

6.b

5.8

S.b

4.8

4.b

~YesINO

Comments? NO 7 --------------------------

SChedule R1-E-Contlnued

a. 4521

b. 4522

7. other expIanatkJns (tl1e spaa! below Is provided for the bank tD brielly descrbe, at Its option, arrf o!hlr

sIQrlflcant Items atredIl19 the Report of Income):

a. 44!l8 TlBIlsrer of TlUst Preferred Funda to Bancorp

b. 4499

6. Ad)lsImerds to aIowance rrr loan and lease losses

(fYom SChedUe R)-B, J*t II, Item 6) Olllmlze and desCrtle II ad,!t.Istrn8lts):

4. due txI corrections of malEt1al accounting en'OIS and

changes In ac::r:<UltIng prfnclples

(froI1l SChedule RI-A, Imn 2) (Iternlze and describe all restatements):

TEXT

e. Q.IrnJIatIve-elfect lIdjustment resultJng !tOm the lnltlel

b. 8527

S. other trallSilCllollS with panrt hQkIng company (from SChedule RI-A, Item 11)

(Itemize and desalbe al such tran5adlons):

Other explanatlons (please type or pint dearly):

TEXT ( 70 cMnIttera per line )
Allied PIntBank, sa FFlfC 041

Page Re-1

I 13

CltV

IL

State ZIp COde

FDIC QrtIficate NlI'OOer: 55130

StbnIlted to COR OIl 1/2812009 at 3:59 PM

l.a

l.b

2.a

2.b

3.a

J.b

'1.a

'1,b

'1,e

'1.d

S

6

7

8

0 1008

0 10.b

4.609 11

158,3U 12

Consolidated Report of Condition for Insured Commercial .-

and State-Chartered savings Banks for December 31, ZOOS

All schedules are to be reported In thousands of dollars. Unless otherwise Indlcab!d,

report the amount outstanding as of the last busineSS dav of the quarter.

SChedule Rc-Balance Sheet

ASSETS

1. cash and bel!nces lile /i"oIn depOsItor; 1nStltutions (from SChedlAe RC-A):

a. Noni1teresMlearilQ balances and and Cllln (1) +=+----==-=~

b. Interest-bearing balances (2)------------~--'-------j •••Ii.

2. 5ecuitieS:

a. Hdd-to-maturfty Sl!OJrit!es (rrom Schedule RC-B, c;oIUJm A) ------+-=-=~I_-~==:l

b. Avallable·fur-sale ~tles (from Sd1edlJe RC-B, coIU1T11l D)I-;;;n:-----------liiii••••• 3. Federal fu1d5 5IJld and 5eC.IrItIes purctJased meier agreements to resell:

a. Feder.lII\mds sad- -+,;~+_---...;l

b. 5ecurttles purd!ased under to reseI (3)~;-------------iii••••1

4. l.oiIls and lease lIniIndng recelviibles (from SChedule RC·C):

a. loBns and leases held for saIe,---------------r=:::=-1r--~~ b. Loans and leases, net 0# lIleiImed Inmme,- -IF=+__=~

c. LESS: AlkMJance for loan and leaSe 1OSse$, ~=.J__......,;=,

d. loans and leases, net« unearned Income and allowance (kill 4.b mil1US 4.t) -!-=+---..:.=~

5. Trading assets (from SChedule RC·D)'---- 4-==~~-___,.,~

6. PtemiS8S and fllced assetS (lndlKlng tilPitallZed Jeases)' ....j..::=+--_:.::.:...;;;.,;j

7. Ott\« real estatl! owned {from Sd1edUe RC-M) +;:::::+-----~

8. Investments In UIlCOI15Olid8ted subsidiaries ilI1d assodllted (n-ortl SCt1edule RC-M) ....J

9. Not Applcable

1o.lntaog~assets:

a. Goodwil - ~.=::=_+_---.....;(

b. Clttler intangible assets (from sctleOJle RC-M) .j....:.:=-I ....,..;t

11. Other assets (from SChedUle RC-F) ---l~:::..+--.,..,:;:.:;;.:l

12. Total auets (sum d Itl!ms 1 thIllugh 11) ~~l..__~:=::J

(1) Indudes cash Items In proce$$ d CllIledion BI'ld \JnpostEd debllS.

(2) Indudes time cel1ffleates Of dePosIt not held for tradng.

(3) ]ncludes all 5eC1lrttle5 resale ~1!I'ltS, regardess of matI.Irttv.
AJII8d Flnt Bank, 58

Legal11tIe ofblk

FDIC certIfItal! NIInber: 55130

SIbnIltIlIIIo COR on 1128/2009 at 3:59 PM

FFlECO<ll

Page RC-2

I 14

13.8

13.1.1

13.1.2

14.a

14.b

15

16

19

20

21

22

0 23

BOB 24

6,920 2S

3,666 26.a

4 26.0

0 27

11.1B8 28

1A,384 29

Schedule RC - Continued

UABllITIES

13. DeposIts:

I. In cIome5tlc ollIces (sum of totals or ~Ull'1Il5 A and C I'rom Sl:hedcje RC-e) ---'=--...,..-..".,...---_---;':"":'::=

(1) NonlnI1!reit~rlng (11 -+-=+--.:;;:.;;;;:;-

(2) 111tl!reSt-bearlng ,.L;:.::=.:...J----.:.:..:..;...

b. Not appl]cable

14. Federal funds IlU'd'ased and sewrltles sold ooder agreements to repurehllSe:

a. Federal finds ptnhased (2),--- ~~1----___:t

b. 5eaJriIIes sold under to repu'dlase (J)~ _+~+---_:t

15. TI'lldIJ19 lIabllltles (from Schedule RC-Ol--;i;;d;t;t;;;;;;;;;biig;;;;;;;;;;;--------1•••••• 16. other borrowed IIlOIlElY (lndudes mortgage Indebtedness and obligations under

capItaIzed leases) (/tan SChedule RC-M}-----------------ll••••• 11. and 18. Not aPllbble

19. Subordinated notes and debentures ('1.1-)-------------------1-::=+-----;;::::1

20. otner Uabi/lUeS (1I"om Sd'le<Ue RCG}'---------------------+=~f--~=_=:i 21. TQtaillabllltles (sum of Items 13 through 201- +==;----'-"7I

22. MinorItY Intl!rest In consolk!llted 5Ub5lcllaries, _

EQUnY CAPITAL

23. Perpetual preferTed stadt Mel related ~I"' ___II_'_"_'_'_+---~

24. Convnon stoek----__ r=_=~--........,=_==:=I

~5. SlwPIus (exclude all SlIllIus related to preferred stDck}--------------+=::-t-----;:~ ~6. a. Rel:lllned eamlng$'-- --I-~~--~~

b. AccumulatEd other comprehensive income (5),----------------+7'~t__--~

27. other equly capital CUlICIOiI8lIl5 (6)--------------------+7'7+---:-:-::~ 28. TotalellUty capIta (sum rJ 23 throu!.tI27) ~3--~~

29. TQtaIIi\lbiliUe5, rnlllllrlty Interest, and equity caplQll {sum of Items 21, 22, and 28), --..-JL,.;:.:;.:.;;..L__....;.,;;.;;.:..;..;;...;.

Memorandum

To be reported with tile MIIrc:b Report of CondItion.

1. IndIcate In the ball at tile the number d If1e statement beIaw that be5t desll1bes the

most aJI'flIlI ehetlSlVe IfNeI rJ aUdtlng wort< perI'ormed (or the bank I1f lodependent exI8naI ~_..:..:N:::7um~ber=--1 auditors as cliII'f daM dLl1ng 2D07 ..... N/A M.l

1 - Independent audit d the bank mnOJcled In accordance

wItl1 genera-V aa:epted aldbng standards by a cetIfIed

pt.tlgc illXXIUlIIng linn which sWnlts a rIlPlrt on the bank

2 '" Independent audit of the bn's parert holdng complIny

con<IudBi In atalIl!anal wllh generatIy acx:epted auditing

sIarIcWds I1f a c.ertIIIed IJCt'CJUlllng firm which

submits a replrt on the CUIlSOIldated hoIdng <Xl/YlpMI'j (but

not on tile bank~)

3 • Attesetlon on bank management's assert10n on the

eI'fedlYeness the bank's ~emal oontroI over flnanclal

reporting by acertffied public aa:ountlng IIrm

.. '" DlredDrs' examlnat10n of the bank con<b:tBd

In i1cmrdance wIttl generally accepteQ audl1lno

standards by a certlfied piblc aceoonllng rnn

(may be requi~ by state chart!ring authority)

5 '" DIredin' examlnatlon of the bank peffurmed by

other externalllLJdItol'S (may be required by state

c:haIteI1ng auttlorltV)

6 • RevIeW of the bank's fInar1d<II statements by

extemalauo:itors

7 • Col11Jiatioo of tile bark's ltnlIndal statements by

extemal audilnrs

8 '" Other ludt procedures (elCdudlng tax

preparation work)

9 - No I'XbIma\ audit wor1c.

(1) InduOeS total demand deposits and nonlnterest-bearlng time and savings deposIls.

(2) Report overnight Federil Home L.oan Bank advances In SChedule RC, ttam 16, "Other borTOW9d money.'

(3) lndudes all securtIles rt!pl.I'ttlase agreements, regan:l/fs; of maturtly.

('I) Includes ImIted..Ufe preferred sbxk and related surplus.

(S) IndudeS net urnallzed halting gains (losses) on BlIlIiJable-fcr-sa1e securities, accumulated net Oa/ns (losses)

00 cash l'llWf hedges, and minimum penston llability adjustments.

(6) fndI.Ides treasuIy str:lCk End LIle!rned ~Ioyet StDdc Owre'shlp Plan $Illlres.
FFtECO'II

PageRC·3

[ 15

Allied Flnt Bani!,sa

2.a

l.b

3.a

3.b

"I

5

1.a

l.b

Legallltte of Bank

FmC certifi~ Number: 55130

Submltted to CDR on 1/28/2009 at 3:59 PM

SChedule RC-A-tash and Balances Due From Depository Institutions

SCIteduIe RC-A II to "- c:ampIebKI ontv by bana with $300 mUllon orm.... In totlIl ......

EKdude assets held for tracing.

Dollar AmlUlts In Thousands R<XlH BI I ,.. I'thou I

1. cash Items In ptOCe:S$ of w1led1cn, ulllOSted and" arnocy and alIn:

N1AI I. cash ttems In process of c:DIlecIIon iI1d lJ'1Xl5l:ed debll'l 0020

b. Q.mncy and coin 10080

J. Balanoes

a. U.S. brandles

QJe from

and agencies

irSltlJtlons

of faelgn

In

benks

\he U.S.: 008J I ..

b. Other ccmrnetdlll banks In the U.s. and other deposItcIy Inst!tlIfOnS In the U.s. 008S NlA

3. Balances dJa from baAcs In fooil11 CXllI1trIes and foreign central banks:

II. ForeIgn brlInches d OCher U.S. banks 0073 N1A

b. other banks In foreign countries and fon!llIn central ban"" 0014 NlA

4. Balaooes r1Ie !'rom Federal ReseM! Banks 0090 N/A

S. Total (sum rJ Items 1 4) (must eQUal SChedule RC, $IJOl d items 1.1 and l.bl 0010 N1A

Schedule RC-B-Securities

Exdude assets held for trading.

DoIar Amounts In Thousands

1. U.s. T~ .........."""--- _

2. U.S. Governrrle't agency obIlgcKIons

(exdude mortgage-backed securftles):

a. 1ssued by Us. GoYerrment.

agencies (1)

b. Issued byu.ss..GGovemment;;;;;;;;;;;-·~-l•••••••••••••••••••••••

sponsored agencies (2)=-d---.•••••__ . 3. 5ecuritIeS IRiued bY states ilflCl

polltlall 5l.b:llvls1ons In the U.S.__.......;.....;...J'--- ........~..L- --'--:....:.:..:c...J..-- --'-..::..;.:.:..L... __'

2.b

(1) Includes smalllUslne5s AOrinIs1raUon "Guaranl!!ed loan Pod C'.er11flcates: U.S. MarItime Ali'nnlslrilUon obligations, and

Import Bank participation certlfIcatI!s.

(2) Indudei obIlgati(m (oItlfr tllan mortgage-badced seaJiUes) Issued by 1M Farm Credit System, lhe Federal Home Loan Bcr1It

Sysb!m, the FederclI Home Mortuage CorporatIon, \he Federal NatIonal MMoalIe A9sOOatlon, ltle Anandng CorporatIon,

Resolution Fundng CorporatIon, the Stud«tt Loan Mt!IrlcetIng A&sodatIon, and the TIlllI'leSISee VaI!eV AuthorIty.
Allied I'IrIt Bank, 51

Legal TItle d Bank

f'l)JC cen:l1lcatB Number: 5513Cl

to COR on llZ8f2009 It 3:59 PM

SChedule RC-B-ContlnuedF------,~~--::----~---__,~,..,.,.._:_~---__,

Dcllar AmolIllSIn Thousands .

4. sc:curIt!es (MBS);

II. Pass-~ SEClJr1lles:

(1) GJarantelld by GN"."'-------j-::::~--_:_~~~--_='"'_=*~+---_=l_~+---_:;i

(2) Issued by FNMA and FHLMC.-+=+---..;;.:.;..±:=-+---~=t-"~t----=t-"=-t-----:i (3) Other PlIS9'tmlugh secwttills

b. Olher mortgage-backed seo.rftIes

(Indude CMOs, REMICs, and

sb1pped HBS):

(1) Is5ued or guaranteed lJv fNMA,

FHlMC, or """'''''- _

(2) CoIlilteI1zed by MBS Issued or

gll~ bv FNMA, FHLMC,

a-G

(3) All other~I~,1Ol;:j1V;gage-;;iblll:ked;;;;;--_. •••••

5. Asset-1:IllcIcr.d sewrltles'--------11iii•••••••••••••••••••••••

6. other securities ddJt(A8S).:;~ securltles: ~~.....~_•••I11)••••••I1_••••

II. Other domestic debt SleCIJ1tIes__t-;:;.~:-- *;:.:::+ ~~~ ~::..:=+-

b. foreign detlI: seaJrIIIes, _

7. Investments In mutual fUnds and

other eQlit'f securities wt1tl

det:ermlnable falr values (lJ _

8. Total (SI.m ofItems 1 ttlrouah 7)

(total of cdunn A must eqllal

SdIedule RC, IlIem 2.a) (total or col~ 0 nMl: eqIJiII SdeUe RC,

Item 2.b) --'--~'-'-__=;::..;..L=~_........;=~=.L..- .;:J....:=..L..- .::J

(1) Report Federal ReseNe stock, Federal Home loan Bar« stock. and bankss' bank stDdt (n SChellJIe RC·F, Item 4.

".11.1

4.a.2

4.3.3

4.b.l

4.b.2

4J:l.3

6.a

6.b
A1Hec1 FInt Bank, 58

Legal11tIe Ilri

FDIC certIftcate Number. 55130

Submitted !II COR ml/28/2009 at 3:59 PM

FF1EC041

Page RC-5

I 17

M.l

M.2.b.1

M.2.b.2

M.2.b.3

M.2.M

M.2.b.5

M.2.b.6

M.2oa.l

M,203.2

M.2.1I.3

M.2.a.4

M.2.a.5

M.2.8.6

H.2.d

M.2.c.l

M.2.c.2

MA.II

MA.b

Schedule RC-B-Contlnued

MemOranda

1. Pledged securities (1)'---:::-- _

2. Milturlly and reprIalg dati"ror debt securitJes (1,2) (elIduding those In IlOIlilWU8I status):

a. SIlcu1lfes by the U.s. Treasury, U.s. GcM!mment agenctes, and states

and poIlt1c8l Slbdlvlslons In the U.S.; other llCIl·mortgage debt SI!C1JI'\tie$; and

Il'IOI'tgage pagHhrough seaJitles other than \hose backed by dosed-i!l"d

ftrst lien 1-4 (sillily residential rnortJ;jages with II remaining matu1tV or

nl!Xl: repriCIng dele of: (3, 4)

(1) "Three months or less,- r:::~---~

(2) Over tIJree months thrDugh 12 months'-- +~+_---_:::I

(3) Over me yeer through tlYee years.--- -t-':'~+_---_::I

(4) Over three years thrllugh five years -----------------~~t__--~

(5) <MrtlY8.,...., Itcough 15 years'-------------------F~---___::l (6) Ower 15 yea,"- _

l). MortglIge PlG"Ittcugh SlCUrlties blIcked by cIcsed-end lItst Men

1-4 family residential mortgages with a remaining maturity or

next reprldng date of: (3, 5)

(1) TIne rnorths or Ie55 -----------------------+-:':::::+-----::1

(2) over line months througI12 months,-----------------+':':::::-t-----:l

(3) Over one '/IliII' throul1l three }'1:Ql"-------------------r::::::+----:l (4) Over Itree years ttroogI1 five years, +-::::=-/- ':-!

(5) Over live yeatS ttIoUgh 15 years ~~--"'"='="~

(6) Over 15 yea,"-- - __

c. other rnortgage-backed Sl!CUrIlIeS (Include CMOs, RfMICs, and stl1pped MOS;

exdude mortgIIge pass-thtough securities) with an «lqlected average life of: (6)

(1) Three years a 1esIl---------------- -r:~t_--_.;/

d. Debt (2) Over $llCllrttles threewith ~_=atAThiiNGoo;ru;m~~;;;-;I;;;------------ a REMAINING MA1\JIUTY ofone year or less

••••••

(lnduded In Memot'iWIdum Items 2.a Ihrollltl Z.c• •abcNe=:):;;;;-;;;;.;;;;;;:;;;;:::~_;;-------J 3. ArT10rtIZed cost of hekHXHnatur1\y secu1t1es sold tr trallsfened to ilVlIllable-fcr-sa1e cr

trading sear1tIe!I during !he caler1dlr year-bxlate (report the ~mortf2ed cost at date «saleorlJ'ar5fer) ---'

4. SlrudIRd nctes Olll1Jeled in the helcHDinBturity alii avaI~-sale

aa:ounts in Schedule RC·B, Items 2. 3, 5, and 6):

b. a. Fair Amortized vaIue cost~-------------------------I-'~_t_---__:i ---'~;;.;;..a. __'

(1) Includes held-lxHnabJr1ty securItieS at l\I11OrtIzed cost and avallable-for-sale securities at fair v<We.

(2) Exdude InVestments In mut1IlIl funds and other securities reality determinable fair VllIues.

(3) Report fbced rata debt secu1IIes by I"!JMinlng maturity and fllliItlng rate debt sec:urtlles by next I1l$lfIdnll date.

(4) Sum «Memorardum Items 2.a.(1) through 2.a.(6) plus any rmacaual debt securities In the categories of debt seaalIIes

reported In MemOra'ldum Item 2.a that lire Included In Schedule RC-N, III!m 9, CDllJlll1 C, roost equal SChedule RC-a, sum of

Items 1, 2, 3, 5, and 6, lIlIumns Aand 0, plus mortgage pass-lh'olIgh seaJrltIes other ltB'l1hose by closed-end first

lien 1-4 ramlIy residential mortgages Included In Schedule Re-B, Item 403, columns A and O.

(S) sum of Memonn'llim itllms 2.b.(1) through 2.b.(6) plus any nonattrulll mortgage pass-th'ough searttles backed by

cIosed-i!nd first lien 1-4 famlly residentiaJ mortvages Included In Schedute RC·N. Item 9, CDlLnYl C, must equal SChecNIe Re·&,

IIllm 4.8, sum « c:oUl1rlll A lll'lCI 0, less the Bmount fI mortQage JlIIS9"!trtlugh seaJrttIes other lMn those blIcked by

dosed-end rnt len 1-4 famly resldential mortgages Included In SChedule ItC·B, Item 4.ll, collmlS A and O.

(6) &1m d Memorandum Items 2.e(l) and 2.c.(2) plus IIny nonaa:rual "Other ITIlJrtgage-backed securities" included In 5chedUe

RC-N, Item 9, oolumn C, roost equal ScheWIe Re-B, Item 4.b, sun of columns Allnd D.
AIRed Ffl'llt Bank, 58

legaI11tIe ofBaflk

FDIC certIfIc:atJl Number. 55130

SUbmitted b:l CDR 011 l/1Sl2009 at 3:59 PM

Schedule RC-B-Continued

Ff1EC041

PageIlG-6

I 18

Memoranda - ContInued

Dollar Amolrlts In Thousands

HemorandIJm it!mS5.8

throug/J 5.f tu 1M

axnpIetsdbybanIcs WIth

$1 bllJkJn ormore !II total

assets. (1)

5. Asset-backed sewrttles

(A8S)(for each clllllM.

sum of Memontndlm

Itl!ms S.1I thrclugh S.r

mustequal Sdledule

RC-B. Item 5):

8. Creclt card recelVables----+7'~+---_7.~=,;::;;~---.;.;::.,:F~I_--.....;.;;;,+:::;.:;=_+_---~

b. Home equity Ines.-------r;;;:.=4---~*=+_--~;;;.,:t...=;;.;.+--___;~F=_!_---~

c. Aub:lmobtle 1olnsL-- -+~~---_:_;;,;,,+::;.;,;,,.._I_--__:_::,:+;;;;.:;+---~+==;.;,;,,..I_--~;:,:j

d. other consmer roansj +.:::::;:..I-__.....;;;~:::::.+_--~~=+--_:~-=:.::..+---;;;;j

e. Commerda! ald Induslr1Blloans._-+~:+ ~+===-_I___-.;.;:,:,:j..=:..+-__-.;.;:;+==~I-----.;.;;,:j

f. 0ltJer ----'~"'-I. _=;.;J...:=_'____.......:..:;.;.l_=~ ...;.;;..;L.;:=..L....___...:.::..:J

(1) The $1 bII/Ion size tmt Is generally based Q'l tile total assels reported on tile JlIM! 30, 2007, Report d COndition.

M.5.a

M.5.b

M.5.c

M.5.d

M.S.!

M.S.f
Allied RIIt Bank, 58

Legailltle Bank

R>IC CerIJftc2t2 Number. 55130

Submitted to COR on 1f1B12009 lit 3:59 PM

Schedule RC-c-Loans and Lease Financing ReceIvables

PartI. Loant Ind LaIMlS

Do not dedlIct tile a1lowl1noe b loan and lease losses or the allocatlld IranIifer risk

risk reserve from amounls reported In thlS schedJle. Report

(1) loans and leases held for sale at tile tower of c:ost or fair value,

(2) loans and leases held for Investment, net fA lJIIl!IlmIed Income, ilOlI

(3) 10lr'lS and leases llIXXlUnted tOr at fair value tnder a falr value OIllIon.

ElCdude assets held far tnKIng and cmnmerclal paper.

1. loansse:ured by real estatl!:

a. Construction, land development, and other land loans:

(i) 1-4family residential CONtnIctIoIIloanI'--- -,

(2) OtherOlll1StrUc:tlon __Ind lIIIlIncI dewJIopment and other

..ndlOans~ __:_----------------

b. seana by farmland (lndUdng farm resIdentlaI and oIher !mpI'ovementsl--- c. 5ecured by 1-4 family resldentIaI properties:

(1) Re¥oMng, opelHJld loans secured by 1-4 family residEntial propertles and

extended under Ires ofLf"'""L-------------

(2) Oosed-end loans seand by 1-4 family residential properties: (a) Seand by first 1Iens; _

(b) secured by;nor 1...."" ........:

d. 5ecl.nd by nwItIfiImlly (5 or more) residential propertIe$, ---.J

e. !iectJre(j by nontann nonresldetlllal properties:

(1) loIntlllCUl'tld by owner-occupied nonflnn nonresIdentltal

(2) loins RCUI'lld by ather nonfarm nonl'8Sldentlllf proJlrOtopell*1t1e1- ....j

2. Loans wdepositDry InslItutlons and acceptanoes of other banks, -----'

a. To comllNll'da bi!Ilks In the U.s.:

(1) To u.s. bmndles and lIlIl!Ildes of foreign ba1ks. ....j..:=+-__--:.;:,;,:

(2) TO other <XJllIl'IerdllI banks in the U.s. ---i~=--I-_--.:.::;,:

b. To «her depository Instltutions In theU.s.-----------11i••••• c. To banks In foreign countrIe5:

(1) To foreIlJI branches tf other U.s. ban""'- +=+-__.......;~

(2) To other bar*s In forelgn countrles'-- ---j

3. Loans to finance Igl1o:ftuI<ll production and Olher IDans to rarm~..... ____1

4. ConwnertIa and ildustrIlllloms ---1

a. To US.llddressees (domldle) ~~'----...:::;;;.

b. To non-U.s. addresliee9 (domidle) --1

5.Notappl~

6. Loans to individuals for household, Famtly, and other personal expefl(jtuJeS

O.e., consuner loans) (ildudes po.rchased paper): II. Cl'edlt canls, _

b. Other revoMng aedlt plw~~:__:_------------

c. OtIIer 00IlSPSIleI' loans {Indude:s single payment, Installment, and

all studert IoansJ _

7. loals to foreign goyemmenls and dndillinstitutlons

(1ncIudIJ1g roreIgn 0!lltr!II bancs) _

8. Obigatlons (other than SlIlI:Uities and leases) ofstates and poII~ca1 subdMsiOns In the US. _

9. other Loans _

a. LoMs for purchasing or earrytng seo.wflles (secured and u~-----+-"="'+------:':7:'1

b. AI other loans (l!XCk.de OlIl5lIIl1er loans) ...J-:.:::::..L.-__---:.:.:..:J

(Column B)

TO Be Completed

by All Banlcs

FFJEC 041

PageRC-7

I 19

l.a.1

1.a.2

l.b

1.~.1

loe.2.a

l.e.2.b

lod

1.8.1

1.e.2

2

2.a.l

2.iI.2

2.b

2.1:.1

2,c.2

3

4

4.a

4.b

6.a

G.b

G.t

8

9

9.a

9.b

(1) The $300 mlNion as5et slze test Is genenlIly based on It1e total assets reported on the June 3D, 2007, Report r:l Condition.
Allied Flnt 8anlf,sa

Legal TItle or Bank

FDIC cer1lIiclIl:a NIJrber: SS130

SWmItted to CDR on 1/2!11J,:J19 lit 3:59 PM

FREC041

Page RC·8

I 20

M.l.b

10

M.1.1

12

10.a

10.b

11.

M.2.b.l

M.2.b.2

M.2.b3

M.2.M

M.2.b.5

M.2.b.6

M,2.a.l

M.2.a.2

M.2.a.3

M.2.a.4

M.2.a.5

M.2.a.6

M.2.c

(Column 8)

To 8e Completlxt

by All Banks

OoUar Arrux.nb il Thousands

da Dolar A/nlulls In 'Thousands

SChedule RC-C-Contlnued

PartL ContInued

1. Loans and Ieasas l'IlStru::tInd and In compliance with modified terms (included In ~Ie RC--C, part ],

and not repor1I!d as plISt c1Ie or I'lDOiICO'UilIln Sdledule RC-N, MBooramklm Item 1):

a. It. Lo8n& other IcIaIw teCUNdIIIdby..1~Ieuea fBmIIy(exdude 1'MIdenti _lUI ..~:::;;;:;;1;;;;i;id~~~;d---ii tD IncDvld..for househoIcI, flwIIy, and••••i

other personal e:xpendJtura _

2. MaturtlY and rep1chg data for loans and leases (excluding thOSe In ncnaccruaI status):

a. Closed-end !oars sec:ured by first liens on 1-4 family resldentlal properties

(reported In SChe/lJIe RC-c,. part I, Item 1.c.(2)[a), column e, ~}wlth a remaining malurly

or next replfCillg date of: (2, 3)

(1) llne IllOlihS or ,ess,----------------------Fo-:-t-----:-:~ (2) over tine months IIToU!Ih 12 mo".. ~'_ _f_':o'~+_--.,;~:I

(3) Over one '/f!!II through ttYee yeal'S. +:~+_---::~:::\

(4) OYer three years thrnugh live years"--------- r.=-+_--~:::I

(5) Over five years tITough 15 years -------------------+~+--":':"':=i (6) Over 15 yeaJ'5!'-- --I

b. AJlIol.W1s lIld leases (reported In SChedule RC<, PIIrt 1, Items ll1Yougb 10, cdumn I, aboYe)

EXa.uoJNG dosed~ 10iIJ19 secured by IIrst liens on 1-'1 famIy residential properties

(repoc1l:!d In Sc:hedJe RC-c, part I, item 1.c.(2Xa), CXll~ B, abaYe) WitI1 a IWlIllIriJlIlI milllitv

or next reprldng date of: (2,. 4)

(l) '1hree rnonlt5or less ---------------------lE~--~:=I

(2) 0Jer ttree monthI through 12 mon......-------~----------r.::=-t--_..;~

(3) Over one ';S'!fI'ol9l three yellr.l:.---------------------r.=+-----;;~;;ii (4) Over ttree}'l!llS ltv'oUgh five years -+~~--..;;;::;~

(5) OYer ftYe.,.rs IIYough 15 ~------------------_i-=::+--_;;~

c. Loans (6) lII1d15leases ":'(;;t;;;~;;;duj;Rc:c::;;ti"";;;;;l;;;~lo._~;;;~t;;o---- (~ In Sdled[je RC<, part I, 11ml51lhrot4l10, 0ll00'n B, abOVe) •••••• with iI REMAINING MAl1JRIlY of one year or less (exdudng lhose In I1OIIlIC01l8l status) ~::.:.:....L...__ _.,;~=

(1) 'The $300 nililon il5I5etsiIe test is generally baSlld on the total iISSelS reported on the JUle 30. 2007, Report d Condition.

(2) Report I!xed lab! IOiln!I and leases bY nmalnlng IT1Btl¥lty and IIoating rate loans bv next repritWlg dalf!.

(3) SUm of MemorIndlJTl Itwms 2.a.(1) throogh 2.&(6) plus tDtall10flaeaual dosecl-end \oiIn$ sacultld by first liens on 1-4

filmIly reskJentjal properties lnduded In Sc:heduIe RC-N, Item l,c.(2Xa), mlLml C. rrust equal total closed-end lOans seased

by tirst liens on 1-4 family residential properties from 5ChedUe RCoC, palt I, Item 1.c:.(2)(a), coIwm B,

(01) Sum Mer/lOI'andun Items 2.b.(1) lhrougIl2.b.(6) plus total nonaaruaIloans and leases rrom SChedule RON, sum Items 1 thl'ClV{.tlB,

toIumn C. rnnus rten!IIXIUiII closed-end loans seared by IIrst liens on 1-4 ramllv resldenUal pIQpeI1Iel; Included In SchedIAe RC-N,

It$lll,c(2Xa), coh.rnn C, must equal totallOiJI'B and leases from 5cIledlJe RC-c, pIIt J, sun of Items 1 through 10, c:ofumn B, minus total

dose<Hnd IcallS seand by IIrst liens on 1-4 f8lri1y residential properties from 5ctmie RCoC, part I, Ibm l,c.(2)(8), l:t'fumn B.

10. LeaSe IInancIng receIV8bIes (net of unearned Inalme) _

a. Leases to IndYklJals fOr household, fclmIly, lind other personal

expenditures [i.e., consumer l_) +,::.::::-+-__~=

b. AI otfl8" leases _

11. LESS: My unearned lname on loans reIIectecIln Items 1-9 a"""''"-- _

12. 1m! loans and leases, net of lIleiWlled Income (sum of Items 1 thrwgh 10

m111U51tem 11) (1lJJ5t equal Schedule RC, SIm of itemS 408 and 4.b) _
LeglII TItle d Bank

FDIC O!rtltlcate NIJrb8': S5130

SUbrnftted to COR on 1/28/1f1f19 at 3;59 PM

FFI£C 041

Page RC-9

I 21

SChedule RC..c-continued

'art t. continued

Memoranda - ContInued ~ar Arnotns In 1housands

3. I..o!Ins to fllWlal comrnerdal real estab!, coosIrudlon, and land development iJCtMlIes

(not RCUNCt by reat edIlle>

Included in SdledUe RCC,. part I, Items 4 ard 9, coIurm B(5)l;";;i;;;i;j;;q;;;;.;------1 . 4. Mjustable ram loans seaJ'ed by 1Irst liens on 1-4 I'amIIy restdentle/ prapertles

(Induded In SChe6JIe RC-c, J)lIlt I, Item 1.C.(2){1l), column B)'-- _

5. To be etlI71{JIetedby b8n/rs with POOmlllon ormtJr8/n tDtafassets: (6)

Loans secued by real establ to non-tJ.S. addressees (domicile)

(Included In Schedule RC-c, Pilrt J, itemS 1.8 ttTough I.e, coIUIm Bl _

Herr1or6ndum Item 6/5 to be r:ompIete:J by!JBnJs tf1Bt (1) tagI:t/1t!I' wfth at1IIJafJ!d InsIIt1iions, !liNe out:sklnding

QTN/Jt aJfd (as rJeIin«JIn lhe~)that exceed$500 mN/ItJII as ofthtll'BpOltdam 01'(2)

are m:dJtCi1ffIspedaItytanks 8$dNln!Jd tbr lJn!frHm BankPedormance ReportfJIJIPt)$t$.

6. outstanding credit card fees and finance charges included In SChet1Ile RC-c, part J,.1tIm 6.a. _

HtIIfHH'IIIIdum "."7 /6 liD beCI1IIIIJ/4Wby11IIbMItiI.

7. Purdlased ~Ired Iolw'ls held ror investmert iKIXlU1ted for In accordance with AIO'A

Stablment c:l Posillon 03·3 (exdude Joans held far sale):

a. OIlt5tllndInll bIllat\ce,--------- ----- -P""'-"-t----=\

b, CarrtInIl cmount Induded In Schedule RC-e, part I, Items 1 through 9, _

8. Oosed-end loans with negallYe amortIZatIon feetures seo.red by 1-4 famBV residential properties:

a. Tot2Il canylng lIrlllUlt of cIosed-8ld loans with negatIYe Ilmort1zat1on feal1Jres secured

17( 1-4 famlly resldentIlII propertIeS (inducled In SCheclUe RC<, part r. 1t8Tl5 1.c.(2)(a) and (b» _

Hemcr8ndum Itt!m58.b lIfId 8.cIntoM byblInks thathM1 cIosBt:k1ndIoiJns

with negative lJfTIOfIistIon R!Btzres St!!t:lnd by 1-4 family reside1IJaI ptrJ(J(1ftifI5(8S /f!POf1Bd

In Sd1ed.ie Reo!; PItt" Hemorantb7IIlem 8.8.) astXDecr!tnl6 31, 2OfJ1, tJJIt

the lesser of$100nrJ1IDn or5 jWaIfIt 01 Ioilns i1fId Iease$ nl!tofIXIe8m6d Int»m8

(8$1f!/XIItl!din SdJeduIeReo!; part.(. Item 14 C1J/tmn B).

b. Total maximum remaining amount of negative amortlzallon eatraetuaIy permilted on

closed-end loans SilICUred by 1-4 flImIlv restdenllal propeI1les -;~=ti;;;li;";;i;;;;I---1 . c. Total amount fA negatiVe llffiOI1j~ on doselH!nd Iollns SllCI..n!Cl by 1-1 hmly reskIentllll

propeItIes lnc:Iude:I In thlI canytng amount: reported In Mernorandm1llem B,II abcNe .......

9.l.oIIllI sealred by 1-4 tinilY ....dentfal properttee In procea offonlcloWl'8 (Included In

Sd*ule RCo('., PIIt r, ItlIIIlI 1.c.(I). 1.e.(2X'), .nd 1.c.(:l)(ll» __

NIIm-.dIRn /laM ~" IIDd;UlII'lI ", ".CI1iI1fIItNIJdby"""thtIt"..B/«:bJdto metISIIIW",.".

Induded In $dMdu/~ RC-C; ptIIt.I; ,.".1t1IrtIut/h «,..rIIIw untt.. Nrra1UtI optIDn.

10. loIlN mtIllIUred ItraJr VIIIue (Included In Sdledule RC-<:, INIrt I, 1tem111hrough .):

.. LoenIIIIt1nd by real estatllt .

(1) ConItrudkInr land development;, IIId oUter IlInd loans, Ir-"'.,. u;aI

(1) 5eand .., tannland (Including r.m I'9IideftUIl and other ImprlMlltlClAbl _

(3) secured br 1-4 _\ly ..-Ident:Ia1 propertie.;

(a) 1tlmaIvIng, open-end 1-..-'lId by 1-4 flJInlly resldlmtIal pnlpertIelI

and extended under linel of ~t....;U;;;;;;~i;;;;;;;;;-------- ••••••

(b) COMd-end loansleaned by 1-4"mlly rwIdBntfai pnpe~

(1) S8CInd by fInIt ,,-,------------------~~'_f_--"""7.::'i1 (2) lecured by junior lIens'-- ..........-"=-"--__---'

(5) ElcckJde loanS Sl!OJred by real e5t:lIte ttlat are Included in SchedlAe RC-C, pat 1, Items l.a through l.e, aJlumn B.

(6) The $300 mllion asset SIZe test: Is genet'llliv based on the total assets reported on the June 3D, 2007, Report of Condition.

M.3

M.4

M.S

M.7.a

M.7.b

M.8.a

M.8.b

M,8.c

M.lD.a.1

M.10••.2

M.10.a.3.a

M.10.iL3.b.l

M.10.a.3b.2
Allied Ant Banlr, SI

Legal TItle ofBlInk

FDIC Certiftcate Number: 55130

SUbmtted to (])flen 1/2812009 at 3:59 PM

FfIEC 041

Page RC·IO

I 12

SChedule RC-C-Continued

Part I. ContInued

M.I1.I.3.1

M.I1.a.l

M.I1.a.2

M.l0.c.l

M.I0.t.2

M.10.t.3

M.l0.d

M.10.1.4

M.l0.a.5

M.IO.b

M.ll.a.3.b.l

M.I1.a.3.b.2

M.I1.I.4

M.ll.a.5

M.ll.b

M.ll.c.l

M.ll.c.2

M.ll.c.3

M.l1.d

Dollar in l1\Ousands

10••• (4) 5eaIred by multlfallsJly (5 or 1l1OI"lI) rwldlllltlal propertt.,----------I~~---~

(5) secured by nonfarm nolnllldllltial ~. ~~*__-:-~

b. Qlmmerdlllldd IIIcIUltrlIII IOIIIIS' _

10. c.loarll to Indlvldua..for household, famUy, and other penonaI

expenditures(I.e" CIlII1S&IlIW loans) (IndudM purdlaMd pIIPW): (ll Credit eardII,- ~.Li!!ll4_--~ii'

(2) ott.- rwoMIII credit p1anal ~Uof---.;.:::::;

(3) othw C8IlIUmer IoanI (lnduda lingle payment. lnatllllment" and an stIId8nt 1olms)__~!2..l_---;..::;:I d. other 101111,,- _

11. Unpaid principe! NIIncIe of_JIll measured M: fall' value (reported In SChedule RC-(,

p.t I, Ml!Il'lOI'lIndum IteJn 10):

a. LOanI MQlrecI by rNIl11lt8te1

(1) COIIIIrucUon, JMd development. and other land 1olI,,"'- -I-J.:'~---..;.;:,;,:j

(2) 5ecUnHI by flIrmlend OndudJnt farm ruldenttal IRd othw Impnwemwltl) _

(3) 5ecured by 1-4 family resklentllII prI)peI'I:IeIl

(a> RevolvIng, opIII.....d IoaIw secured by 1-4 family relldenhI propertlel

IDI abIndett under II.,. of credit

(b) COlI8d-end klarasleCUnld by 1-4 tam;;;iJV~.... ;;;d;de;ntIaI;ti;i~pro;;;;pertIa;tj;;:--------••••••

(1) Secur. by first 1I-,------------------~.2!4_--~~ (2) Secured by JIrior ...M"-- ~!n.,I__--..:.=.;j

(4) secured by mllltiflmlly (5 or ~) hlldent.lll Properue., ~!i4---.:.=..:j

(5) secured by nonfarm nonrwkkmtl8J propettf.--------------f-!':!a+---~:::l b. commerdlll and InduIb'ItllloeM, _

Co LoanI to IndlvldullIafor household, family, .,d other personal

expendItu,. (I.... COIlJUl118f' Io8na) (Indudea purd1ued paper):

(I) Cre<It ad'de'----- 1-~4__--~~

(2) other IVIIOIvlIlG aedlt p1a;~-----------------_+LW4_--_:::::::I

(3) Ott..- consum.. 101111I (lndudes &Ingle 1MYll'lent, IMbIIImIInt" and all ItUcIent 1aarw),__4-!=!!~---...:.::_=I d. Oinel' 108..'-- L.J:lllj~ .:.:::.:I
Allied FfntI18nIr,sa

tegall1t1e of Bank.

FDIC ~cate NuntJer: 55130

Subnitled to COR on 1128/21109 at l:59 PM

FFIEC041

Pige RC·ll

I 23 I

SChedule RC-D - Trading Assets and UabUlties

SChedule RC-D ..to be completed by bIInlal that reported average trildlnll auets (SChedule RC-IC, Item 7)

of $1 mlllioll or I!\Ore In any of the four precledlng calend.r quarters.

6.c.1

6.c.2

6.c.3

6.d

6.11.1

6.11.2

6.a.3.a

4.11

"I.b

4.c

5

11

12

6.a.3.b.1

6.a.3.b.2

6.&4

6.&5

6.b

13.11

lJ.b

14

15

1

2

3

RCON IlII , MIll ThllU

NJA

Ri24 NlA

r val'''' 3547 NlA

of Items 13.8 tI1nJl.Ig, 14) (must equal Sd'Iecl~ RC. item 15'1 3548 NlA

Dollar AmolIlts In 1housands

ASSETS

1. U.S. TreasII'Y searlles _+_=::::::.:.+_--_;:::;.,:j

2. U.S. Government agenty oblIgatlons CexdUde mortgllge-backed secu1tle3) ~~---~

3. 5eaJrItIe$ IsSued I1t' ststes lIl1d polItICal SIb:IlvIslons In the u,s~_~ __I

4. Mortgage-backed securities (M8S):

II. Pass-ttlrough securities Issued or guarante«l by FNMA, FtiLMC, or GN.~~;(i;V;------1 ••••••• b. 0Iher rnortgage-badce securlties issued or guaranteed by FNMA, FHLMC, or GNMA

(lndude CMOs, REMICs, and 5Irlpped MBS) -4-=~--__:::::::1

Co All ottw securitIes,-- +:=+------:,3

5. CXhet debtseaJ,,,""'"'-- ---' _

,,~

..LolIns IMICUI'8d by real estate:

(1) CaMtructIon, lind development, and ott18r IIInd IoIN"-- -1...,!;!!!i:y..

(2) Secured bf "rml'" (Including tann resfdentf., and other Impravemenb)'-- _

(3) seand by 1-4flImlly residentlll pnlpertJell:

Ca) opea...d loans secured bJ 1-4l'l1mlly relidtntlal propert!eI

IIIId utended under linea of credit

(b) CIosecHnd loaM 84MlIInd by 1-4 fflll1;Iii;,,;-;... _dent:la;;;ti;,pproll;;;;peI;ruu..;;---------•••••••

(l) Secured bJflrst 1i_, I-!:!!!!!+--_~;,:{

(2) secured by jUntor nen.,-- ~!..4--__

(4) 5eaIred by multltamlly (S or mare) resIdentiII propertIelI ~~~--__:~

b. (5) tornmerdll S8cuNd byandnont'arm Indultrllllioans, nom lIIIdential Pf'OI*tI.'---------------~~=_t_---~ _

Co Lo8na to individuaisfor household, family, and other pelWOnai

8XI*lclNrel (I.e., consumer IcMIfIII) (Includes paper): (1) 0'elIt cardI,--~-- I_!!!E...J____--..;;;;l

(2) 0IMr I'IlWOMng aetlt pt-.-----------------f-!2i~--_;.;;;:{ (3) 0tIwI' conIUmS Ioaflll (Indudel single Pllrmen.. IMt8Ilment,. and all ItIICkInt 1oa..)--+-L==-j--~__;.;71

cL otherloln.~-_------------_--------- 7. and 8. Not: eppIIcabIe ••••••• 9. OthEr tracing assets _

10. Not applk:llble ----1••••••'

u. Derlval:lYes vall a positive flIlr valUI!l -li-==-.:::...j.

12. Total trading ilSSetS (51Jm of ltems 1 Ihrou!il 11) (mU5t equal ScheQJIe RC, item 5) --''-=;.;;.J.. .;.;;.:.;J

UABlUTIES

13. a. Liability for sIlort

II. Other tnelnlllillll/iltla

14. DErIVatIVes wilh 8 negative fa!

1S. Total tradng llabilties (sum
FF1EC041

Page p,c·1Z

I 14

M.I.c.l

M.l.c.2

M.I.c.3

M.l.d

M.1.JI.3.b.l

M.l.a.3.b.2

M.1.a.•

M.l.a.s

M.1.b

M.l.a.3.a

M.3.a

M,3.b

M.l.al

M.1.a.2

NlA M.4.a

NlA M.4.b

NlA MAc

NfA M.4.d

NlA M.4.e

NlA M.4.r

NlA M.4.g

NIA M,'I.h

M.S.a

M.5.b

M.6

NfA M.7.a

NfA M.7.b

NlA "":8

Dollar Ama.nts In Thous.!lnds

Allied Ant Bank,. 58

legal 'TItle rX Bank

FDIC CertItIcaIE Nwnber. 55130

Subnltted to COR on 1128/2009 at 3:S9 PM

SChedule RC-D • Continued

MemOl'llnda

1. Unpaid principal blIlanr.e orloan. meNUred atfair Vllue (reported In SChedule RC-D,

Itemt e...(l) hough M):

a. LCIllftI seand by reale.tllllll:

(1) ConItrUdlon, land cIfteIopmem. and oCh. land 100ns'--- --f....!:l!!~---~

(2) 5eand ." farmland (Including farm residential and other Improvell'lfll1U] -'

(3) Seand by 1.... flImIIy resldent181 pl'ClfHll'tlel;

(a) RevolvIng, open-end ....IeCLlred by 1-4 '-mlly m1denthil propertIet

and extended under llnel or CI'edIt~ , ••••••

(b) CIoad-end 101118 teCUred by 1-4 family~I

(1) Secured by fIrIt n-'- i-=~--~~

(2) 5ealred bJ junior ...,..-------------------+..!:l!Si!.f---~i:1 (4) Seand by mult:ltamllY (5 or more) .....dentW propwtlML...- r-=+----*.::1

(5) Sealred by nant'ann IIllIH"aIdentl«l propertI-'-- r-'="-f---~~

b. commerc:HI and IndUlbiIIIClllftl, _

Co L08DII to indhkIuaI. for houHhoId,family, and other penonaI

upendltulW (I.e., COftIUI'lI. loins) (Includes purchued paper): (1) credit CII...L...- I-l~+_--~

(2) 0ttIer revoMnli crftIt pIIIl18,--------------------lfL!!'l!:4----.;.:m:I

(3) otIIw corwumer loans (Incllldes lingle .,.,...ent" lind lllltudent ~.)__I_!:!!:2..j_---..:~ d. other Ioa..'-- _

z. Hot applicable

3. Loans InMI\If8d at ,..,. VllIue that .... pat; ckM go dayS or mOnK(!) •• hlr 'I1Ilue'-- I--t!~_I___--......:::~

b. unpllid principii balJncwl- 1

NemoIMdum ,.".4 thrrJuiIIr J(IIIIW ttl be by"'"tNt1'fJI1tJI'P1d",..

tnIIIng __(SQI«JuN Reo/(. /t'lIIn 7)tit',z. I1I11ItJn ()t'/J1Of'e In MY'"tiHI frNr/N'fK«IIng

t:1IIfIndIIr qIIlII'tIIIa.

4. Auet-beckecl aeawItIal

•• ItelIIdentlll martgage-blldled -.rItieI'- If-'-"'~---~

It. COmmerdfoI IhOrt9llfIe-beckecl sec:urItIeI'-- I-£!!~_--~

Co CrecltQrcI recd'I1IbIeI ~~---~

d. Home equity nna-- l-=4--__--;.~

•• AutomoWIe loll f. OUter conaumlll"..IDa'-ns-------------------------J~:E-f---~

g. CGmmercllll and lnduItrIalloll.. .~~I_--__:.:::=::I

h. Odler::;;dd.~A;U;;;;----------------------.I•••lliij 5. CoItatera1zed debt obftgatlonSl a. svntfMtfc...... I..!l!l!4---..;;:,:J

b. other .J...!!~l-__

.. Ratalnaci benefld8I Inblr8lltlt In securftlDtlont {fIrwt-losa or equity tnmdIeI)------111••••Iii.

7. I!qulty HCUrftfa:

a. ReadIIv deblJnnJnabie fair VIlIUM' -I-!l~_I___--_.;:;;:;\

b. 0tIW---- __.J_.!:li2Lj-_---.::;:;J

8. Loau pending HCUrItIZatIonL...- L~'_L____.:.::.:J
Allied f1r1t lank, 58

Legal11Ue d Bank

FDIC certlIlaItlIl Nun1ber: 55130

9Jbmltled III <DR on 1/]Bf2OO9 at 3:59 PM

SChedule RC-D - Continued

Memoranda· Continued

9. Other trtdlng IIIetI (ltleln(za .ddaa'lbe lIII\ounts lnduded Inldledul. RC-D, Item "

tIHIt ..... g.....than $25,000 and exceed 25CMt oftile Item)1

iI. F655 Nt"

b. F6S6 NtA

Co f657 Nt"

10. Other tredInO llabllltlea (ltemlJ18 and deIa1lM lImOUIIts Induded In SdIeduk R.C-O, Item

13,b, that... gt'fIIIt8r than $25,000 end DQMd GftM n.m)l

II. F658 NtA

b. A59 HlA

c. F660 NtA

FflEC04l

PageRC-13

I Z5

M.g.a

M.9.b

M.9.c

M.lO.II

M.IOb

M.lO.c
Allied first Bank, 51

legallltle of Bar«

FDIC Certfncale Number: 55130

Submitted to (DR on 1/28/2009 at J:59 PM

FflECll41

Page RC·14

I 28

M.2.c.l

Mol.c.2

M.2.al

M.2A2

M.2.b

M.2.c

M.1.d.2

M.1.d.l

M.t.c.t

H.l.a

M.l.b

4

5

1

2

3

Dollar Amounts In Thousands

SChedule RC-E-Deposit Uabilitles

1. Selected components of total deposits (I.e., sum of item 7, <;Olums Aand C):

il. TotlIl IndMOJal Retlrement Accounts (IRA$) and K.eo!tl Plan iJtCOUnt5, -i-==.,I--_-:~

D. Total brokered del)OSltlle-- I,,;_

c. FuIlV Instnd bnJIcered deposits (Included In Merncl'andum item 1.b aboYe): (1)

(1) BrokeJed __ In denoml~ Of leU than $1DO,oao~;;;;;;d,---I••••IIIIi.

(2) lIroIc8rId d8PCllltl1llU8d In denomlnatioJw of fUG,GOO and certain Inared NUletMnt depnIt acaMInb _

d. MIlturll¥ dlIla for Ilrokered de\Xl5ftS:

(1) Brokered depasfts I!&Jed in denorrmatlons ofless than $100,000 with a remaining

mal1JI1tY of one Yfa or .. (lnduded In Memorandum Item 1.C.(1) above)~,------ •••••il

(2) Brokered deposfts issued In denominations r:I $100,000 or more wIIh II ~ng

matlJlty of one \MN Qr less (Included In Memol'lllll1m item l.b above) --1

e. Prefem!<I deposlIs (~i1SUed deposits statI!S and political subdMsIoosIn \he U.S.

rl!pOI'ted In Item 3 8bove whldlllre secured or collateralized a9 reep.in!d understall! law) (to be completed for ttIe December report onIy) _

2. components of total rnriransactlon BCOVlt'$ ($I.Il1 r:I Mernorardlm Items 2.a through 2.c

must It2m 7, column Cabove):

a. SlM1gs deIJOSIIS:

(1) Money market deposit 8CCOI.Ilts (MMDAs), -1-=:.+-__,;,::;;.;:;

(2) 0tt1er saW1gs deposft5 (excludes MMOAs)I -+.:::=-+-_~~

b. Total time deposits d less than $l00,OOO, -+~7_+_--~~

c. Totllf ume deposits d $100,000 or ~;~;;;;I(;;iihi~~~;k;d;;d;o;;--------liii ••llllij. (1) JndMdual RetIn:onent Acalunts (lRAs) amll<eogh Plan accounts Induded In

Memorandwn Item 2.t:,. "Total arne deposits of $100,000 or more: iIbowl 1...:.==..1__--.:=

Depostts of:

1. IlvlMduals, p;wtnen;t1lps, and cnrporatIons

(i\dUde all <IeI1IIIed and 0ffld81 checks},----__+=~I_-.-,;~

2. U.s. Go¥iemm8IL ...j3~~--~

3. SliJtes and poltIClII subcNslcns In tile u.s., ~~•••••• 4. Commerdal banks and Oltler deposItOIy

InstltutIons In the U.S., -II-=~---~

S. Banks In rtJrelgn aurtrIes

6. Forelgn gavemments and~otIIdab~IInstItuIIons~~;;_-----li ••••• (IncludIng foreign tentnl banks), _

7. Total (Sl.Il'I of Items I1tY0tJ!jl6) (Slfl1 of

columns Aand CII'MJSt equal SChec;J1e RC,

Item 13.il} ...J...:=..L-_-..-:=:::J....:=.L__---:.=~==_.L__ _=.:=

Memoranda

(1) Repolt brokered retirement deposit ao::cums eligible for $250,000 In deposlt Insurarta! l:OIoeiIge In Memoranoumltem 1.c.(l) only If they

have been Is5ued in denomInaoons of less than $100,000 (see InstrudIons). Report brokered retfrement deposit ac;o:ults In Ml!l'IlOl'Mdum

Item 1.c.(2) If they have been Issued either In denominations r:I exacl:Iv $100,000 lhroIJgh exactly $250,000 Of' In denominationS grster

ttIan $250,000 and pattidpated lllJt bY the broI<er In shares of exadIy $100,000 through exadly $2SCl,000 or less.
Ailed fIrIt laM, 58

Legal11IIe or Bank

FDIC certlf\catl! rwmber: 55130

Submitted tu <DR. on l/28/2009 atJ:S9 PM

FflEC041

PageRC-15

I 'r1

M.4.a.l

M.4.a.2

M a.3

M a.'l

M.3.b

M.4,b

SChedule RC-E-Contlnued

Memomnda - Continued

3. Maturity and rept1clng data for time deposlts of less ItJan $100,000:

II. lime deposlts of Jess than $100,000 WIth a remmlng matu1tV or

next reprldng dete of: (1, 2)

(1) Three months or Iess,----~-------------~---r:::::::_il_-__::~ (2) over ttu'ee rnontI1s tllfwgh 12 months, +~+_-__:~d

(3) Over one year throu!tI ttlree yeat$, +=+-_...........;~=

b. TIme {4} OYer depoIIts ltIreeofyears'-::;;;$j~iiOO;Whai~iAiNiiNGoomiFm~;;;;;;~,;;------ less thiIn $100,000 with a REMAINING MATURITY of one year or less ••••••• (Included In Memorantbn Items 3.a.(1) lind 3.a.(2) above) (3),- ---'

4. HalUitV and reprlcing data for time deposits of $100,000 or more:

a. lime deposI1s of $100,000 or more wlttl a remaInlng maturity or

next rep1dng date rJ: (1, 4)

(1) Tln'eIl months or 1esL'---- t-'=+-_~~=1

(2) (),ter thrM months ~h 12 manlt1s'----------- -+~+_-___:~::::l

(3) 0I0w one year through three Veat'1------------------+~+_-.-,.;77.=t

b. 11me (4) Over deposlts threeof~';'l;O'OOOC;;tWMth-;RfW~NGi~URiirve;;;;;;;;-;;;--------. $100,000 or more 'Jrith 8 RfMAINING MAnJRITY r:/ one year or less •••••• (lnduded In MemorcrldlBTllb!mS 4.a.(1) and 4.a.(2) abctIe) (3} ---'...:..;;;;;.;"'-'-__-'-"-'-'-'

(1) 1ixed ram time deposits by remalnlng mallJrlty and noatIng rate time cJeposIts by om repricing date.

(2) SWn of MemorardJm items 3.a.el) ttlrou!tl3.a.(4) rrust equal Sd1edule RC-E, Memorandum Item 2.1>.

(3) Report bath fIXe(! and Ikl8I1ng RIle time deposlts by remalrmg metwity. Exclude lloatlng rate tlme depOsIts wltll

a next repOdng date et one year or less that hiM'! a remaiting matu1ty of r:Nef one yatI'.

(4) Sun of Memorandun ItemS 4.a.(1} !fmltJOh 4.B.(4) rrust equal SChedule RC-E, MemoIlIndUm IteITI 2.c.
AI'" Am Bank, 58

Legal TItle 01 Bank

FDIC cenmcate Number. 55130

SUbmItted to CORen 1f2B/2Df19 at 3:59 PM.

A'IEC 041

PageRC-16

I 28

Schedule RC..f-oOther Assets

au I Mil iI\OU

868 1

1.218 2

6.1I

6.b

6.c

G.d

6.11

6.r

6.g

7

3.a

3b

4

5

6

B!i56

2148

1166 282

1578 0

CD1D 0

C4315 0

"" 0

3550 0

3551 0

C.

d.

b.

lI'E~==~~~::3 Retained intert!sts In ea:rued Interest receivable related to

e. 3549

r. 3550

II- 3551

7. Total (sum of ItEms 1 through 6) (must equal SChedlJe RC, ltsn 11) --l-=;.L..__.....;.:.;;.;;.;J

1. interest reoelVabIe (1

2. Net deferred laX lISSet5 (2)

3. Interest-oRy strips reoeIvabIe (not In the fOrm of a sew1ty) (3) on: a. Mortgage Ioans'--- -r::::-::-t- -;;t

b. 0Iher flnanciallll!lSSilll""'iII3.- ~.:::::::+_--__=_:::=t

4. eq.JIly sewitIes Ihat: DO NOT have readily determinable fair valoes (1J +~+_--.....;..._::i

S. UI'e ITlsunlnoeassets, ---1r.:-:':7t --==t

6, All other assets (itemize and desaibe iII1'1OUnts than $25,000 that exceed 25% of tills ltem) _

TEXr

SChedule RC-G-Other Uabilities

3S!i2

3SS3

3504

Doliii' Amoo.r1ls In Thousands

1. a. Interest lIC01.Jed and unpaid on deposits (5) -+~+---=:I

b. other expenses ae:aued and tIlpakl (Indudes accrued Income taxes ~),-------_Jo~+---_=i 2. Net defflmld tax labllltles (2)1 +~+_---__::I

3. Allowance for ~It Iozes on off-b8lance sheet ad exposures,-------------+~':_t_---_=t

4. AI other liabilities (itemize and describe amounts ~ter than $25,000 that eJCCeed 25% or this ~),__"",

TEXT

e. 3552

f. 3m

g. 35S4

5. Total (sun of items 1 lh"wgh 4) (must equal SChedule RC, Item 2O) .L=;:;;..J.

1.ll

1.b

2

3

4

4.a

4.b

4.c

4.d

4.e

4.r

4.g

5

(1) InclUdes accrued I1terest r«eIvable en Iolm, leases, debt securities, lIIld other I~'~rfng a56etS.

(2) see dscussion of deferred Inalme taxes In Glossary entry 00 "Incoo1e tmoes.•

(3) Report Interest-ooy strips ~ble In the form of a securlty as lMIftable-fa'-sa1e 5leQJ"\tIes

In Sched.JIe Re, item 2.b, QI" as trading assets In SChedule RC, il:l!m 5, as aPlJf"Ollriate.

(4) rndudes Fed8"a1 Reserve steck, Fecleral Home Loan Ba~ slIX:k, and bankerS' bani< stoeIc.

(S) For savings banks, lndudo "dvldend5" accrued and unpaid on deposits.
AllIed FIrst lanlr, 58

Legal11tIe fA Bank

Ff)[C Cl!rtiflcate Pbnber. 55130

5lbmfttI!d III (DR on 1/28/2009 at 3:59 PM

FFlE<: 041

Page RC-17

I 29

Schedule RC-K-Quarterly Averages (1)

2

3

6.b.l

6.b.2

6.c

6.cL2

l1.l1

U.b

H.c

12

10

4

5

1

ASSETS

1. lntere5t-beal1ng balances due ft'om depo5l~ 1nstlbJtI~;b;(i)---------- •••••• 2. u,s. Treasuy seoriles and u.s. GoYemment iJllEflCY obligations (2)

(excluding mortpge-blldled searItIeI)r -+=+-_---:-;;~

3. ~c:ked seaJIIIes (2)\-;_;;;;jti;;T.;;;dblr;;~;;d--------4ii ••IIIIii. 4. All othw MCUI'ItIeI (3. 3) OndUclelJ -e:urlti.I...... by stlmIs and poIl~ IUbdIvlslDl1lln the u.s.), ~'_+---""""":'i

5. FederiIl funds sold and seaJ1ltes purdla5ed under agreements to reseIIr----------l••••••

6. Loans:

8. TotaIlOW,d"i;;;;;;;;;---------------------1•••••• b. LoinSseond by real estate:

(1) Loans MCWed by 1-4 famllr relldentlel prvpctIee,-------------1-:::::-+----:-:;.::=t (2) All other Ioe..HCUNII by reel eltalle .I-:::::=t-_--::;:":::::;:!

Co CClmrnen:llll iIIld Industrial loans

cL I..oiins In lncivlcluali I'or housllhoId,~OOriIy;;fl~/-;;and~other;tt;;;~per;;;;rsoI;~la;l1 ;8lqleOdq;;dtltl.nls;;;;;--------11•••••

(1) (2) Other Credit(InCludes cards,-:-;~;p;:;.~~;;;;:-;ii;;;;;tTo;~-----------l single payment;. InstllIlment. llll student 10lIl'l5,••••••

and revolving aedt plans other than aedt cards)~;;~~---------~•••••• 7. To be completedby!»nlcs with $tOO mI!ion or In irJt4/lJfIS/d$.' (")

Trading assets'------------------- J-=~+----~

8. lease financing recelvabIes (llet of Ul1elImed tncome} ~I_"_";.;.+--_=_==~

9. TotlllllSSets (5), 1

UABlUTIES

10. lntllresl:-bearfng trcnsactlOn a<XXlunts (NOW aaxlUl'ltS, A1S aux.mls, and telephone

and prealthortzed transfer aa:ounts) (exdude demand deposils)------------l•••II!!••

11. Nonttat ISaCtlOn 8CQOUnts;

a. 5avI.". deposb (lndudel MMDA8) r..:.:,:;::+__~~

b. line depo5Its 1:# $100,000 or more,--------------------1-':"3t-----=:?:::::::::t c. T1me deposits of less than $100,OOO~ ~~~_-....;;.:.:..:.=.-=t

12. Federall\Jnds purthased and 5Il!ClI'llies liIOId troller agreements to --'

13. ro be completedbyblinks with 1100mJIJIon or In lDIa/8SSt!/s: (-I)

Othf!r borrowed nioner Ondudes mortgage iIIdeIJtecr.ess and obligations under

capltaMzed 1eases) L...:.::::.::.L-_......;;.;=

Memorandum

1. r1etnOr/lndum Itm/l/sill be rompIetsdby: (-I)

• bBnIts Wff/I $300 million or In t.otafassm; and

• b5nIrs willi lessthan $100 mHIJon In tIJt1II that IIaI1! loans

to I1nBI'IC6 agrk::lJturIiproduction i1I1d other!ofJnS to famws

($cJIt!dUe Reo(, part" Ilem 3) exaJ«JIng five pt!I'Ct!I'It oflDtalloilns.

Lo8115 tQ ftnDACe llQl1c\Jftural productlCll ClIld other loans to fal'nws --L..;"'--"'--- .....

(1) For aI items, banI\s have the option Of reporti1g either (1) lin average of OAILYligures tor the quarter,

or (2) an average ofWEEKI.Y figures (i.e., the Wednesday of each weeIc of the qJ8ItI!r).

(2) Quarterly averages for 1II1 debt sea.ritIes shoUd be biIsed on lI"JlOftIzed cost.

(3) QulIrter1y averages for all ~ty seCln1tieS shoUd be based on histol1all cost.

(4) The asset size tests lind !he live percent of IXltaIloans test are generally based on the total assets ClIld tDtal loans reported on \he

June 3<1, 2007, Report of CondItm.

(5) The DYerage far tctaI assets should reflect all debt secuitles (not held for tradng) at llmortlzed cost, equity

secur1tles with readIy determinable fair VlWes at the kMEr d cost or flItr value, and equity SIOCUlIles v.ithot.t readlly

determlnabte fait va~ at htsta1ca1 cost
Allied FlI'It sa

Legal TItle of EIaI*

FDIC certificate Nt..mber: 55130

SlDnittlld til COR on 1/2B/2fXS at 3:59 PM

FflEC041

PageRC-18

I 30

SChedule RC-L-Dertvatives and Off-Balance Sheet Items

Please read carefuUV the instructions for the preparation of Sc:heduIe RC·L. Some of the amounts

reported In SChedtJIe RC-L are regarded as volwne Indicators and not necessarily as measures of risk.

l.c.1.b

7.a.(1)

7.8.(2)

7.a.(3)

7.1.(4)

IJi

l.b

l.c.l.a

IO.a

lOb

10.<:

lOA

10.e

9.c

9.d

9.e

9.1

1.<:.2

l.d

t.e

2

2.a

3

3.a

4

9.a

9.b

10

(Column B)

lSSS

3556

3SS7

(Column A)

3435

b. 55!l2

c:. S593

d. 5594

e. 5595

1. Unu9I!d amnltments:

a. RevOlvIng. open-end Illes secured by 1-4 family resldenll!ll properties, e.g., home equity lIneS +-=:=~_--=..;.:.~ b. credtcard N, _

<:. (1) Cornrri\meIts to fund CDIllmerdal real estate. construetfon, and land loans

Sl!CUred by rea esI:ilt2:

(a) 1.-4 family resldentllli aM1ItI'uetlon loan commltmentl-:----------1•••••• (b) COmmercIal reel estate, other construLtion 10M, llIId lanel

development loan CIIIIMIItme"'- ~-;;;~~;;;;dt;d;;;i;;;;:~;;;----1•••••11j (2) Cornmltmenls to fund commerdal real estate, <X>Ilstructlon, and land developmenl; loans

NOT secured by real esl:ate--------------------t----:lr--------=I

d 5ecurItIesLnderwrit!ng----------------------I-=-:;4---"="'""':=1

e. other unused <XlIM1Itmenls'-----------------------'r::=-t---.;.:.;.~ 2. Ananda' sI:2lrd)y letters c:I

a. .A/nlUlt c:I fInandiII standby;;i';ettersn;~diOcr;d~conveyed~;;;;;dt;;to~otI1d;;e;:::======r~rr====~ ••••

3. a.PeIfon'nanCe Amount rIstlWldbV pelformante IetteBstandby d '::;~~;r;;;jjt-;;;;;;:;tt;;-;;;;;;:===I~r:===~ IetIBs c:I credIl: conveyed In others •••••

4. Commerdal and slnilar Iettln of credlt~ _

5. Not applicable

6. Sec.urIIes lent (Inch,dng aI5IXlmerS' securities lent where the customer Is Indemrifted

agaIlS: loss by the reporting bank) ...,- --r- _

7. CredIt derIviItIves:

a. Notional amounts: 811 I MI 11llou RCClN 11II IMn 11lJcu

(1) O'edt default swaps ---jF=+ 0=r-=C9~69:=...t_---____=O

(2) TotJlI return swaps --l-==.:..=....t- -=0+-'C9:.:7;.:1+ ~O

(3) CredIt options +=::.::..j"-- 0~C9:.:.7=-3+- -=0

(4) other credit <ler\Y8tIVeS ••••••o.C$/iiils•••••0

b. Gross fair values:

(1) GroSs posl!lVe fair va +==-+ -:-+-==+ -:- 7.b.(I)

(2) Gross negative fair value L...;;;;~ ......;;J_=::::..t... ._:. 7.b.(2)

8. Spot: forej~ exchange ~~(;;i;;(k~~;;;Q(ii;;;j;;;;;;dc;;;;;;-;;h------1 ••••••0 8 9. All other ctf~sheet liabIJtIes (e'Xdude derlVatNes) (itemize and describe each

d tt1s lien 2.5% of SdledtJe RC, ltem 28, "T<ltaI equity ~)________ 9

1UT

d 3S5S

6. 3~

f. 3SS7

10. All other off-balanc.e shed: assets (exdlde derlvatlVeS) (ltenize <nI descrlbe eacll

component of ttls lbi!m aver 2S% of Sd1ldJle Il.c" item 28, "T0bII capltil/") _

TUT
AIUed FIrstBa",sa FFlEC 041

l.egBI11tle fA Bank Page RC-19

FDIC certlflcate Number: 55130

I 31

S\tlmItl.edwCDR on 1/28/1JJ09 lit 3:59 PM

SChedule RC-L--COntlnued

11. Year-tlHlaIB merchIlnt ~it card sales w1ume: a Sales for which the reporting barJk Is the acquiring ba

0 11.8

b. Sa/e$ for which the reporUng bank Is the agent bIlnIt wtlh

0 l1.b

Dollar AtnoIms In (COlumn A) (Column 0)

lntlre5t Commodity

DeriVatIVes PosItiorl In<fJCators Rate iIIlllOCher

COntrlIcts CoIItracts

12. Gross amOUlts (e.g., notional amounts)

(for each ooUm, sun or Items 12.8 through Till 'BlIMI J11lou

12.e must SlM1l of Items 13 and 1"): RCON8696

a. F1JtIns contracts

0 12.a

RCON8697 RCON8700

b. Forward amI1ads

0 12.b

Co ExcMnge-tradecl opllon contrads: RCOIt8101 RCON87t14

(1) WrItten

0 12.c.1

RCOH87DS RCON8708

(2) Purchased

0 12.(.2

d. Over-the-counter option <XIl'ltraCtS: RCON8109

(1) Written 12.d.1

RCON 8713

(2) Putdlased option$, 12.d.2

ReON 3450

e. SMIP$ 12.8

13. Total grossrdIonal amount of RCOl'lA1~

derivative contracts held ror trading

14. Total gross n0tlonai amount of

dlrn-aIM! cmtradS held for ll.CON 8725

purposes ather than trlldng

a. Interestrate swaps where the bank RCONA589

has agreed to P!IYa Ilxed 14.8

15. Gross talr values ofderivative lD1trIJcts:

a. Conb1lds held for tradng: RCON8733

(1) Gmss posltIve fair va 15.8.1

RCON87Y RalIt 8740

(2) Gmss negatlve fair value

0 15.8.2

b. Cootratis held for purposes oll1er

tharl tredlng: RCOH8741 R(X)N8744

(1) Gross positiVe ratr value

0 I5.b.I

RCON8745 RalN8748

(2) Gross negatiYe fair value

Q 1S.b.2
Legal TltIe d BalIk

FDIC CertffIcate NlITlber: 55130

SI.tlmllted to CDR on 1!2B(J.0091t 3:59 PM

FFlEC04l

PiI!ll! RC·20

I 32

Schedule RC-M-Memoranda

S,b.2

5.c

4.a

4.b

4.c

3.b.1

3.b.2

J.b.3

3.b.~

J.b.S

3.M

3.e

3.a

2.8

2.a.1

20b

2.t

2.d

I.b

S.lI.l,lI

S.a.lb

S.a.l.c

S,lI.1.d

S.b.1.a

S.b.l.b

S.b.l.e

S.b.l.d

S.a.2

S.a.3

1. EXtensions of mdIt by the reporting b2nk to lis lllOeOJlIve dlredDrs, principal

share/1OlClerS. and thelr related Interests as of \tie report date:

a. AgI78l}ate of all ~sof c:redIt to all ~ecuttve oII'Icers, drectDrs, principal SI1areholders, and thIllr related Intaests, _

b. Number of offlcers, directors, and prlndplll shareholders to wtlom the amount of

i111 extenslorw of credll by the reportilg bank OndudlJlg fllltI!nsionS of credit to

related ~1eresIs) equals or exceeds the le55eI' of $500,000 or 5 percent

of total capllat as detlned for ltds purpose In agrncy regulat!ons, .J,....:.:.:;:;...L.-- _

2. Intangible assets other thin goodw!I:

a. (1) Mortgage Estimated seMcllllI fair value assets.---------=-=-=--:-=-=-=-=--=.===~!J====~~ d ll1llI'tgage serAciog assets_ .....IIJ

b. PI.nhased credt can:! relationships and ntmlOI't!Illge seMdng ~. -+=+-

C. All other IdentIIlabie Intangible asse:~ ---+~"-+ ___::i

d. Total (sum of Items 2.a, 2.b, and 2.e) (must equal SChe<Me RC, il8n 10.b) ••••••

3. Other reaJ estale lM'Md:

a. Oi'ect and Indlrect Ir'r.uIrnenls in real estate """"."'~ •••••• b. All 0ltIer real estate owned:

(I) ConstI'uctIon, land deYeIopnent. and olher Iand- ~~---___:l

(2) Farntmd,------- I~~---_=f

(3) 1-4 ramtv residential ~------------------r.=_+_--~ (4) Muftlfllmlly (S or more) residential propertIesc----------------J-:~+_---~

(5) Nonfam n0nresldentlai pI"lIpertIe$'-------------------I~::..r_---~

(6) propeI'tles from "GHMA loal15" --------------~-~~~---____=i c. Total (sun of Items J,a and J.b) (must equal ScheWle RC, Item 7) ••••••

4. 1INe!>1Ji ieI'tS In lIlCOl'lSOMdated 5tbildlllrles and assodated companies:

a. DIrect and indirect investrnt!nts In real estate verbJres, -+=::-I---_-;;I

b. All other I~ In l.I1COI15OIldal:ed sOOsIdlaries and assodatl!<I companlesi.----- +-=::::-if- -:l Co Total (sum ;A looms 408 and 4.b) (must equal SctteckJo RC, Item 81 _

5. Other bmowed money:

a. Federal Home Loan Bank adVIlnces:

(I) Advances with II remaining mirbJrtty Of" next reprldng date of: (1)

(a) One ye6 or less -+~~--_=~

(b) OVEr one year ItYough three yeers ------------------+~;:..r--~~ (c) CM!r three veers tmlugh five years +~+---:::;~

(2)(d) Advances Over IlYewfthveers a REMAlN!NG :;rNW~;,:roRmror.;;y;;~i;;~~d;~;-------l MAlURITY or one yew: or less Oncluded In Item ••••• 5.a.(I)(a) abo'ole) (2) -+-:;~+---~

(3) SlnJctured lIdYances [lndtJded In ib!ms 5.a.(IXa) - (d) above) _

I). other bom7Mngs:

(I) Other bon'owtngs with 8 retMnlng mal1.ritY or next repricing date of: (3)

(II) One year or less --+..:.=.::~---~

(b) over one year ttlrOU{ll three years -+;,;,;;=+-

(c) three years If1roogh five years +:.;.::+-

(2) Cd) Other OverIlorro'rWngs IIYe yeaswith=:-;;wWNiiNGMA=fiij~~;y;~~;;d;i;dj;;------_. 1I RftoWNING MATUIUTY or one yur or less Onduded In

•••••

ilem S.b.(l)(lI) above) (4) -------------------F~--...".".,::_d

Co Total (SOOl of Items 5.;t.(1)(aHd) and \tem$ 5.b.{I)(a)-{d» (must equal SChedule RC, 1\I:m 16) __..L..:,;::;;;';;"'L.-_""";;=;;J

(1) R;!port fixed rate advances t:If remaining matuilY and ftoatlng rete advances by next repricilg datI!.

(2) Ib!port and ftoatIno rate advances by remalnlng maturity. ecdude fIOatlng rale acIIIance5 wttl1 II next

reprtcing date ofme )'e¥ or less Ihat nave a remaln1n9 matlJr1tV ofover one year.

(3) Report flxed rate other bolTO'MflOS by relMinlng maturity and Roating ~te other borrowings by next repridng dalE.

('I) R~beth flxed and IIoatlng rate other borrowlngs by remaining miltUl1ty. Exclude tloa1Ing rate other borroWIngs

With a next rep1chg date of one year or 1eli5 that have a remaining ITIlltWity of over one year.
Legal Tlue of Bank

FDOC CerIIflcat:e I'Unber: 55130

!MJbmltted to CDR QI\ 1/28/2009 at 3:59 PM

SChedule RC·M--eontinued

6. Does the reporting bank sell prtvate label or lHrd p.1Irty mutual /llllds and annlitJes1 8569

FFIEC 1K1

Page RC·21

I 33

6

8. PrImary Internet Web sill! address of the bank (home page), If any

(Example: www.~ebank.com)

(TECT 40111) http:/{www.alledllrstClllll

7. Assets under the reporting baM's manllgetnerlt In proprietary mutual ronds and llI'V1uJt1es, BIll MIll Thou 01 7

8

9. Do any of the bank's Int2met Web SItes have transactional capability, I.e., allow the YES I NO I

bank's custllmeI'S lD l!lClICUtI! transactions on their accounts ItIrou(tI tl1e Web site? ---'3@ vis 9

10. 5ea.nd labllltles:

a. Amourt rt "Federal fu1ds purdlased" that are secued (lnduded In $dleWIe RC, item 14.a) --1_

b. Amourt rt "other bmowilgs" that ilI1! secured (nctIded In SCher;Ue RC-M,

Ib!ms 5.b.(1){B)-(d)} J,...:..::::::..L ....:.J

10.8
AllIed First Bank, 51

Legal11tI1I d Bank

FDIC Certlllcate Number: 55130

SUbmitted to COR 01'\ lf2B12fX1J at 3:59 PM

FFIEC041

Page RC·22

I 34

l.a.l

2

l.a.2

1.b

I.e.!

S.b

6

7

8

1.e.2

1.c.2.a

i.e-2.b

SChedule RC-N-Past Due and Nonaccrual Loans, Leases, and Other Assets

(Column A) (CoILrm B) (COlurJIl C)

Past due Past dUll 90 Nonaa:rUaI

3D through 89 days or more

d8'/5 and stIl and StiR

ua;ni accni

1. Loans sewred by real estate:

a. COI'l:stnKtIon, Iirld develDprnent, lII'ld other Ial1d loans:

(1) 1-4 fanlily residential CllINbw:tIon 'oans'----•••••••••••••••••••i (2) OtherCGnItnJctIon loans and all lind

cfevelopmri and otMr IIII'WI 1oa1l8 -I~~----:+-'-=-4----..;+.:..::.:.~--_~

b. sea.nd l7f f.vmIlInd _

Co secured by 1-4 family tesldentllllllf"OPertles:

(1) R.ewMng, open-enclloans seand Ily

1-4 femly propertltls and

under fines of O'e<lll'- _

(2) CIo5ed-end IoiI'I5 searel1lly 1-4 family

residentIlII properties:

(1I) 5eCWed by tIrst Ilensi 4-=:=:::..jI--__...:.::;~~---~~~-_--.,;~

(b) secured by PlIOI' lens

d. seared by mli1lfamly (S or more;;»resId;;;S;entllII~I---1 ••••••iii•••••Ii••••i e. Sl!aJred by nonfarm lIOIYesIdentIaI propertilI$:

(1) leNt,. MaINd by IJIoVIMIMI«UpI nonfarm

(2) LNna nonresidential secured bvpropertI.'r;;;;:;-----1i other nonfamt

••••••••••••••••••

2. Loans toI1OlII'llIldefttial depo$Itory InstItUtions propertlel,---------jiii lind

•••••••••••ii•••••

3. Not ila:eptances applICableof oll1er banks'----------_~ •••••i ••••~~~••••

4. CommerdaI and lndustrIilIloans, _

S. l.oIlns to 1nd'lldual5 for househdcl, family,

and other personal experdtlJres: II. crecIt car<I5' _

b. other (lndudes single payment, Instalment,

all sbJdent 101m. lind revavtng credit J]Iilns

6. Loans othetto than furelgncredit. governments cards};-;~~;/------_. allcl ofJidal ••••IIIi••••••••••••ii. lnstltutlcns-------------+-:::=+---~L..:::::::.+---....;J...:::.:::+---..;l 7. All othef Ioal's (1)---------__-+~+----~:.:=.+----.;t..:::;:;.-I---_....;l

8. Lease flnlIndng recelvaIlIes.-;*~~;tt;_;_----lii ••••ji••••Ii.i••••i 9. Debt securiIles and other iI55ets (exclude oltlet'

real estate owned and other repossessed ~), .J..._.:=.J'__ ~;;;;..:..:_'_ ___'_'_=~ ----'"

(1) Indudes past We and nonao:rual "Loans to finance BlJitUtural producl!on and other Iaans to farmers," "ObIlgatlon:i (other than

securities and leases) slBtes 80d poIItIc:aI subdlYfslOnS In the U.S.,· and "OtI1er loans."

__________--=DoI='ar~Nnou==nts=.;.;ln....:l11ou=::::sa::=l, 811 'ttl' Thall BIll MI' ntou
Allied FInt BlInk, 58

Legal11tIe at flank

FDIC CertlfIclIte Number: 55130

Submitted to CDR on 1/28/2009 at 3:59 PM

FRee 011

Page RC-23

I 35

Schedule RC-N-COntlnued

10

10.8

(CoIunvlC)

Nonaa:rual

(Column A)

Past l1Ie

30 thl'Oll!lh 89

days and still

Dollar Amounts In Thousa

Amounts reported In SChedule RC-N, Items 1lhrough 8, lIboYe k'idude guaranteed and ungLlllFllnteed portlons at past due end

nonacoualloans and 1elIses. Report In Item 10 below certain guaranteed loans and leBSeS that have ilIready been Indu<led in

the amounts repoItI!d in IU!r'nS 1 through 8.

10. Loans lind leases reporti!I:lln nems 1

ltlrQugl 8 above whId1 are wholly or partially

guaranb!ed a. GuararteedbypOrtIoo the U.S.of~:':~;;;-------Ji loans and leases••••ii•••••i •••••

included In item 10 above (eldUde rebooked "GNMA loans"

b. Rebookad "GNM.\ IolIns" ll'Iat: have been

repurdlased or are eligible for rl!\UdlaSe lnduded

In item 10 above'-- _
Allied F11'1t B8ntr" 58

Legal Title of Bank

FDIC certIflcIlle Number. 55130

Submitted ID CDR 0111/28/2009 at 3:59 PM

FFreC041

Page RC·24

I 36

SChedule RC-N-conttnued

Memoranda

DlllIar Amounts In 1lIousand

1. Restructured loanS alld leases Included In Sd1edtAe RC-N,

Items 1lt1rough 8, (and not reported In

Sct1el1Ue RC<' Part 1, MerJ1OfilOdUm Item 1):

•• !.Dan.secured by 1.... family retklenthli

propertl8lL..- _

b. Other loarIII.ncIallleelu (adude 10811I to

IndlvldUll.for househoICI" family, Ind other

penonaI expendItJJ,.),---------

2. Loans to IInanc:e alI'llmerda! real estiIlBw

ccnstrudIon, and liII1d deIIeIopment aetMlIes

(not.-c:wecl by lUI .....)

Induded In 5ctleduIe RC-N, items IJ and 7, i100veL..- _

3. Metnt:trandIJm Items J.6 through 3.d lJIe to CtJfTIP/f!ted

byblinks with $300 mI1IIOn ormete In tDIiIIdSSt!Is: (1)

a. Loans SEOJ'ed by real est8te In non-U.S. llddressees

(domIdle) (inclUded In SChedule RC-N, Iblm I, alxMlJ__-.•••••••••••••••••• b. loans to IlIld dfofelgl

(1nduCIed In SChedule RC-H, Item 2, abcw) _

c. COnvneI'claI and iJdustrlalloans to non-U.S.

acIctessees (domldle) (1nckKIed In

SchecUe RC-N, Item 4, abave) _

d. leBses IIlllllNllJaIs !'or household, nmty,

and other personal expendIures (InclJded

in SChedule RC-N, Item 8, abolle) _

Memorandum /1f!m" Is to be campIetedby: (1)

• b8tlfcg with 1JOO mKJJon ormme tn trJIZJIassets

• b4tlk$ wtth less than $3lJIJ mII1fcn orll'IOIe in lDt8J 8!iI5et5

thet!lave!omIsto 8{J1'IaJ/trJnI/pnxJut:tJcn 8fId

otherIoiInSto faJmets fSd¥dtJe RC-<; part1. Item 3)

exceedJngfive percsntoftoI11I!olJns:

'I. Loans to tillllnce agrIculb.l'al prOClIdIon and other 1000ns to

farmers (Included In SChedl.le RC-N, itsn 7, above), _

S. Loans and leases held fur sale and loans rt'leiISlRd at flIlr

value (lnduJed Sd1edIJIe RC·N, lb!ms 1 tIYough 8, 8bOYe):

a. loans and leases held !'or sale

b. Loansm....redat,.lrVllIue~:-------1•••••••••••••III•••••

(1) Palrvalue, --r~~---___:~~I_---"'*.:...:.::_+---~

(2) Unpatd principal balll. ~.;.:...a. ._.;;.L..;.='_'_ ...;;.&..;~..J...______"'1

(1) 1he $300 ~Illon asset sile test iwI the tive percent of tofallOllns test are generaHy based 011 the totiII assets and total blns reported on

1M June 30, 2007, Report ofCordtlon.

M.3.a

H3.b

M.5.1>.1

M.S.bol
Allied Flnt hnJr, ,.

I.egaIl1tIe d BlInk

FDIC certificate fUnber: 55130

Submitted to cnR on 1/2B/2009 id: 3:59 PM

Schedule RC-N-Continued

Mar Amounts In lhousa

1lM16/s to be completedby

barJrs with $300 mIJ/Ion or _ In fDtaI assets: (1)

6. Interest me, foretgn etdIalge rate, and other

cornnoOily and elJftY contracIs:

fair vabl r:t amounts carrted as ......>.lL. ----L-=:...L.__.......:~_==::..L ..;,;;;.;I

FfJEC 0'11

Page RC-25

I 37

7. AddItIons tQ norJlKaUII assets durino the quarter ---------------.....~cc::~ 88 I Mlilhou~ I MM'.S7

8. NonacxruaI assets scId elBing the @W

(1) The $300 mllion assai: s1~ test Is ~Iy based lII1 the total assets reported on lJIe.Nne 30, 2007, Report of COl1dt1on.

SChedule RC-o--other Data for Deposit Insurance and FICO Assessments

A1llN1nkl mutt mmplebt Item. 1111111 2, MllmOt'8ndum "*" 1, lind, " applicable, ~dumItema 2 ami :1 IlltCh

quarter. Eadl blink that,.,orted $1 bHllon or more in tvtlIl 8A8tB In till Mardi 31, 2007, Report ofCondItIon mutt

complete Item. 4.nd 5 8I<:h qulll'ter. In addition. eedl bank that I'lIPOI'b!d $1 billion or mOlV In tobIl __In two

consecutive Reporta of CondItion beginning with ItsJunlI3O, 2007, report must begin to COftIIpklt8ltll1M 4 and 5 eecb

quartw ItIIrtlng IIlx nMH1ths an. the secand consecutive quartar In whldlltrepetU to1:AII ..... of $111I11I011 or man.

Each bank ttlat b8c0mealnlun!d by tbe FDIC on or 8ftW April!, 2007, must campIetB Items 4 lIIld 5 ead1 quartlisr.

other bank may dMJOII8 to compteblliteml4 and S, but the blink I1IUIt tben oontInae ID com,.. It8IM 4 lind 5 .ch

quarterthereafter.

Dollar Amounts In ThlltlSllncls

1. Total deposit IIabIltIes befcre exdusklns (goss) as deftned In 5edIon 3(1) of the Federal

DeposIt ln9tnnal and FDIC regulations -----------------+:::=-1----=..:.:.;.;..:';;1

1. Total 1I11ow1.b1e exdUsIont,. Inchlding Int8reIt ICCfUed and UIlJMIId on .n~b1. udUlfiona

3. Not appHcabIe

4. Total daly average or deposit IIabiUtles before exdU!llll1S (l109S) as defined In 5ectflll1 3(1)

of lt1e FedtraI DeposIt Insurance M; and FDIC regulatiOnS :-;;;;;;;;;; -.••••~. 5. TotIII dally 6II8\"B9I of aJ'-ble exduslOM, Including Interest lIIlCI\HllI

and urtJMld on .lrow.bII exdUlloM ..J,...;.:;;;.;;...'-- ...J

1

2

4

5
Anled FIrIt lank,sa

Legal Title d Bflnk

FOJC CertItkae Number: 55130

SlJbn1tted to COR on l/28J2009 at 3:59 PM

FfIEC041

Page RC·26

I 38

SChedule RC-o-continued

M.l.d.1

M.I.b.2

M.l.c.2

M.l.a.l

M.1.c.l

MoI.b.l

M.l.i1.2

M.l.d.2

Dollar Amounts In 1l\OUS!Inds

Memorandum

(2) IIlJmber d rellrement depo5It accounts of more than $250,000 --'-;.;...;.;;..L... _

1.Total _lIIAIlle dfl1)OIftS ofthe baM, Including reIIIbld IntIItest IIUnIed and unpilkl

(sum of Memorandum n.ms 1.8.(1), 1.b.(1), 1.c.(1), and 1.c1.(l) mlllt eqIRll SChedule

RC-G,1tem 1 .... 1~ 2)1

a. Depo5lt acxooots (eKdudhg retirement accounts) cI $100,000 or less: (1)

(1) Amou'It of deposit (excluding relIrement &ccounts) or $100,000 CK' less.~~~~-:--_

(2) l'Urbs of dl!posIl ilXQUl\ts (exdulllng rellremert iKOlUnts) j-:R<XlM;;;:=.;.+-",:,:;:=",,":-:~

of $100,000 or Jess (to be completed fOr the June report only) F050

b. DEposIt ao:ounts (E!Xdudlng retirement iKXXlIJOts) of rrae than $100,000: (1)

(1) AIT\Olft or deposit aa:wnls (exdudlng retirement aetoUnls) d more than $l00"~.,.,.,....~~~--I

(2) NlIT'bI!r d deposit ao::otm (exduding retlremert accounts) j-:~=+-'::"::::===-===-:J

of man! lhan $100,000 fOS1

c. Retirement depo$It lICCOIn5 cI $2S0,OOO or Jess: (1)

(1) Amount: fA retirement deposit accounts d $250,000 or less -----"""l"'::=:"'T"""-::-----:-......

(2) Numberorretirement deposit aa:cunts d $250,000 or less

(to be COI'I1lleted for the.June only) L.,;.;..,;,,:..,a,. _

d. Retll1!ltIeIlt deposit aet£llln1S d more than $250,000: (I)

(1) Amount of retlrement deIloslt llClXlUnts or more than $2S0,ooQ --,-==-'""':":~:__-

/t4m 2 ill bJ btl C1lIIIfPhted by111Imb with $llJllRon ",.mtnIn tt1tiII.....{2}

;z. fItIJnIted ..ount of ~lIl'ecIlIlIlI8IS8b1edeflOlltJ, InclUdIng reIat8d InbNlt

ltu'UlId anct unpakt (.ee 111Itruc:IIoIw) (3) .......~__'_ ___'

3. Has the reporting IrlStItUIkJn beeI1 consolidated with a parent bank or SlIYlngs lIssodat1an

In Ihat parent: bank's or parentsaving association's cau Report CK' Thrift: Fln8ndaI Report?

If so, report the legal title and FDIC certificate Number or the parent bank 01 paRllt savings

8S6OdallOn:

1L::s..::.EXT.::5~1 .L_ FDICcertllo. 01 M.3

III8IntJnInl/Um /l8m$4JI MId4.b..tr1/HIJ comp/«tIdbylfIIlNIn1tI pMId/Mlln9ln tIN

FOX 'TrIInMctlMAtQluntIiuMlmt.N

4. NonInterest-bear1ng nnsadlon acoomts (as defined In Part 370 IX the FDlCs n!gtllatiOns)

at more tf1lIn $250,000 (see 1nstructIans):

a. AmoI.ot nonIl1terest-llearlllg transad:Ion accotriS of more than $250,000

(1ndtJdIng lJiJIana5swepthom nonirrten!sNJei f1"1InSB(.t/OI7 lI();T)IJf1/S to

noniatSrIIst-btNHfng $ilvfngs aa:ounf1i), ....,-:=~_==_~~-

b. Number at nooIrftl'est-beal1ng transaction lllXDUnls of more than $~,OOO ol.--"'''-'-J'-- _

(l)Tbe dOI"r all1GUm. used ..the ...for reporting In Memorandum Item. 1•• dlrough l.e! ndIect the d8PGlIIt

Insurance II'IlItf In 4Iff-=t on the report dmt without laid", Into auount the temponIry Ina"lI8M In deposit

Insurance In effef;t through December 31, 20051. .

(2) The $1 billion asset SiD! test IS generally based on the total assets reported on the.June JO, 2007, Report of Con<JtlIlO.

(3) Uninsured asseaabIe depoIIts should be estfrnaWd based on the cIepoIft Irwu..,," Hmlta Mt forth In Memorandum

It8mI1.a tIIrough 1.cI without tailing Into aec:ount the tIIrnporary Increase In deJx*t Irwunnce In effect through

December 31, 2009, or • bank'. pardclpatlDn In the FDIC'. Transac:tlon Aa:ount Guanntee PI'ogrlllll.

M.4.8

M.4.b
Allied F11'1tBank, 58

Legall1t1e at Bar*

FDIC CertIfk:alB Number: 55130

Subn1tted In CDR on 1/28/2009 at 3:59 PM

SChedule RC-P-1-4 Family Residential Mortgage

Banking Activities

Sd1edule RC-P Is to be o:rmpIel!d by (ll all bIlrf<s WIth $1 billion or more In total assets1 a1d (2) bankS with IesI than $1 ~.on In tctBI

assets at which either 1-4 farnly resldentlal mortgage loan originations and pun::hases for resalel from all SOlI'l:eS, loan sales, or

quarter-end loans held for sale exceed $10 mnllon for two conseaJllve quarters.

FFIEt041

PageRC-27

I 3t

2.8

2.b

2.Co1

2.c.2

4.8

4.b

3.8

3.b

3.c.1

3.c.2

La

lob

1.c.l

l.C.2

4.c.l

4.c.2

5.a

S.b

6.a

6.b

6.c.1

6.c.2

Dollar Amounts In lhoUsands

1. RetaIl orIglnallcns during the QUlI1er 01 closed-end 1-4 family residential RlOf'Iuage

loans for 5iIIll:(2) II. 00ser:Hnd first Ilens -+-=+-_......;..,;,.:.;,;~

b. Closed-end junIa" liens ---;~;;;;;~~;;_;;;diib--------------, •••••• c. 0I*HJnd 10lRl extended undw lines of credit:

(1) TGI:II conunitment und.. the lines of credlt'--- Ir-:::~----i:I

(2) Pltlldpal amount funded under the lines Of ctedlt~ _

2. Wholesale originations a1d ll'SChases during the quaI'ter rX 1-4 family

residential mortgage loans for SilIe:(2)

II. Oosed-end IIrst liens -----------------------I-:::-:-:+---......:..;c-'::! b. Oosed-End jUlIor IIe1S

Co Open-end Ioanaexblncled.~under;;;i;inn.n;;.;;fIf~ae;edIb;;Ib---------------I••••••• (1) TotII commitment under ltIe Ian- - credI... t---------------t'-=+----:I

(2) PrfndJNII amount IUnded under the Dnes of creclt

3. 1.... famly residential mort;age loans sold during the QUIIrter: ........------------.•••••

1I. Oosed-end first 11ens +===+---~~

b. Oosed-end junior ~ens -;~.;U;;;_;;r;~k---------------I ••••••• c. OperHInd Ions lIXtended under lines of credit:

(1) TCItaI commitment under the Rna of a-ed1t - I-:::=t_----;;l

(2) Prlndpal amount funded undtlr tile Dnes of credlt'- ,

4. 1-4 family resldentlill mortgage loans held ror sale at CJlllrtBr-end Oncluded In

Sdledule RC, Item 4.a}:

a. (lOsed-end fllSt liens +=+-__....;:.;,~

b. CIosed~ junior liens

Co OpefHnd ICIIIM ex1JIn;;jded~u~nd;d;er;iuu.... ;;;ofr.cred~tilt:~--------------_.•••••• {1} ToQI COIftmtlnlent "nil..the lin. of credlt'-- I,=:=-t

(2) Prfndpallmoul1t fUnded under the llnu of aedlt"'-- .__

5. NonlntB'Mt ..... the qv.-ter from the ..... secvrltbatlon, ..ct AI'Vfdng of 1-4 fllllUv

,..dentlal mortvJtge loans (tnduded In SdMIduie RJ, Item. 5.t, 54 lind 5.1):

9. Closed-end 1-4 family residential mortuage Ioans.---------------+::~t_--......;.;':t b. Open-end 1-41'8m11r resldenttel mortgage loana eJd:eftded uncler llllttll (J# credI'- _

~. Repurc:haIM II1d Indemnlnl:atloq of 1-4 family I'8lldentI,. mortvagllolllW during

the qI8l'tw:

•• Oosed-end lint 11eM'---- f~~---~

b. CIoIed-end Junior IleAl c. Open-end Ioalll utJInded~w;-;dId8r;jIj;;I.,.;;oft:aecl;;dilt:b--------------1•••••• (1) Total commitment WlCIer the n.,. of aeclt"--- /-==:-f :;;j

(2) pmapet amount funded meier the Ilnm of credI~t .L..:..:::.:..J----....;;J

(l) The $1 billon asset lilZe test Is generally based on the totalllSSels reported on the June 30, 2007, Report cA Coo<itlon.

(2) Exclude criglna1lons and JllI1;hases of 1'"' family I1IOItglIge IOlJ1S that are I1eId for Inveslment.
Allied First Bank, 51

Legal TltIe ofBa'*

R>IC certIfIcale NLII1:ler: 55130

Sl.bniltEd to CDR OIl lf2B/2()('B at 3;59 PM

SChedule RC-Q-Flnanclal Asseb and Uabilities Measured at Fair Value

FFlEC011

PageRC-28

I 40 I

SChedUle RC-Q is to be complell!d by banlcs that have adopted FASB Slatemerrt No. 157, "Fair value Measurements; a1d {1} IIiM! elected to acalUIIt fQf fInancIilIlnSbunenls or

servicing assets and liabilities at fair value l.ncIer a fair value q:tloI1 01' (2) are reqWed to <XlI1IPele SChedule RC-D-1'nIcli'Ig Assets and LJabilltieS.

Fair Value Mea5trements for Assets and UiDDties

lI'lder a Fair Value 0pIi0n and Trdlg As5eI3 ilflll Ui!Ibililles

Included In SChedule RI

(CoIurM A)

Total Fair Value

Reported on

Sd1edlJeRC

(Columna)

lESS: AInoUnaI

N8Ib!ld In the

Detemam.tlGn

(Column C) I (Column D)

l.aYeIl F.irV.eue I..eYeI 2 Fair Viilue

MeaIiUIwII8nI:5 Measuremerils

(COIlmO I')

LeYeI 3 Fair Vak.le

Measlnments

UABI1lllES

i~::.. ij jil == :il :j I :1

ASSETS

1. Loans and leases I ,-- I " '---, ---r mI --- "1"--' I '-", .-.-, '---1 2. Tradi1g assets -- & _600_... ..t.a ---- ••,...- ••,. -- .. IJA

ll. Nonl7ading sewitles at fair value

wltII changes in far value reported

in earnings (Included In

3.NI;:U~~a~~~ .ml~ _ '_.. '-"'1 ,.'. 1 '-"1

assets - -- .... ._-- ._.. .... -~ .... •...

I- Dollar AmolrIts In 1l'IouscWIs

1 \

2

2.a

3

4

5

6

7. Loan commltmenl:5 (not accounted fo,-

as derivatives) , ....... I ..... ,! '_.1 I '.'.J 'v", I ......,.-I 'w,,,, ....,,,,,,,, I •....--lot
AIIkId First!I!nk, 51

l..egllI1\tIe d Bank

FDIC certmcate Nuntler: 55130

SlbnIU:ed to CDR on 2/2I2IX'J9 at 2:09 PH

FFIEC 041

Page RC·29

, 41

22

23

24

25

26

rT

2

3

31

32

33

12

13

14

15

16

17

18

4

5

6

7.}j

00lIar Amounts InThousands

336lI 166,U

e assets (from Item 7.a aboYe) B590

It art! rellltlcmhlps (l'rom Item 9.a above) 8591

.b above) 5610

pitlI/nr~ 8596

Qtem 22 less items 23 ttvough 26) A224 165,18

A!deemabIe preferred dftt'It S306 0

stodc Includll* In l1er 2 capital B5lI3 C

includible In TIer 2 capital 5310 1.571

e equity securities indUdlbie In T1er 2 ......- 2221 t:

BS94 (

tIlrough 1.6J 5311 ',1571

Ibm 11 or ln 827!1 1,571

bY all blmlls. COlumn A IS to be (ColumnA) (Colurm m

nancIlll sWskIarleS.) RCON llCON

'\ n73 0.00% 72/l4 7.21%

ratio (3) 7214 O.OD'llo 7206 8.92%

nItIo (4) n75 O.OD'llo 1205 10.18%

Schedule RC-R-Regulatory cap,ta,

Tler1capbl

1.. Total equItY capital (from ~e RC,. Item 28):----:;~;;;m;~----------1iii •••••

2. lESS: Net LI1I'eiIlzed gains (lOsses) on avallable-lbr"5llle securities (1)

(If a gain, report as a positive wkJe; If a loss, r1!PQrt ilS a negative value), -1~:.+---_:.

3. lESS; Net lIniIllzed loss on iIV8lIaI:lle-fole EQUfTY securitles (1) (report loss as a posllIve value)'--iii•••••

4. lESS: A.ccumulatBd net gains (losses) on CIlSh now hedges (1)

(If a gain, report as a posItIYe w1ue; If 8 loss, report as a negative V81oe)1 --f-=:;+

5. LESS: Nonqualif'yklg peqJduaI preI'en'ed "'\I\,'--- --I-.::::~---~

6. Qualfylng mInOl1ty k1terest! In <OIlddated subsldlaries. -;..::=,=;+

7.a lfSS: DIsaIlaNed QIlllltNII and other cAsanowed intan{ible a.ssets. _

b. LESS: o.rruMive change In fair \IIIUe aI nnandal IIabllltles llCXXlUnllId l'Ilr under a

faIr value option !hit Is lndudeet In retall'll!d earnings and Is attributable to dlanges In

the baric's own creditworthiness (If a net galn, as a poslUYe VBlue; If a net Ios5,

report as a negative VlIkJe) ...j..:,.;;::..f-_---="~O 7.b

8. Subtotal (sum of ftems 1 and 6, less items Z. 3, 4, 5, 7.B, and 1.b) 11,184 8

9.a. LESS: DIsalloWed servldng assets and pud1ased CI'elit card nlIatIonshlps 0 9..

b. LfSS: IlfsalloW«l deren-ed tax assets 0 9.b

10. other aclditIons to (deduclIons from) 1ler 1 capital 0 11)

11. TIel" 1 capllll/ (sum of Items 8 and 10, less Items 9.a and 9.b 11.194 11

TIer 2 capital

12. QuaIII'Ilng subordinated deI:t and

13. QllnlJIltlW perpetual preferred

14. Allowance ror Io8n and lease IosslIs

15. U1reallzl!d gIlIns on av$IbIe-for-sal

16. 0lhEr TIer 2 capital

17. 11e- 2 capllal (sun of Items 12

18. TIer 2 capital (lesser of

19. l1er J capital allocated for /TIlIrket rIsk~ I=139~ i 19

20. lESS: DeducIIons (Or tOOlI risk-based capltal,_________________ 1-. ....;0 20

21. Total rIsIt-based capital (sum of Items 11, 18, and 19, less Item 20) 12,m 21

Total assets for lennge nItIo

22. AWltIQe total assets (from Schelllle RC-I(. Rem 9)

23. LESS: DIsallowed gooc!'MH and other dsalowed I~

24. L5S: DIsallowed 5'lIVldng assets and purd'lilSec.l end

25. LESS: 0Isabwd defemId tax assets (from Itl!m 9

26. LESS: other dedudIons ft'om assets for IeYerage ca

2:1. Awnge taaI fer IeYerllge capital purposes

Adjustments fOr nnandallRlbskllBries

28. a. AdjUstmerTt to ller 1 apltill 1ll1tllm 11· 1 01 ~28:·.be b. AdjIt5ImeRt to total risk-based capital reported In Item 21 ~1I5OSS03 l------

29. AdjusIment to r1sk-welghted lI51IeIs reported in Item 62, . ---- .

30. Adjustment to aYefage total assels reported In Item 21· _

Cilpltal ratios

(Column BIs In be COll'4)Ieted

OOIIIpleQld I1f blinks with ft

31. TIer 1 IeYerage raUo (2

32. 11er 1 risk-based capltaI

~otall1Sk-based C3Pbl1

(1) Report aIllOU'lt Included In SCh4ldoIe RC, Item 26.b, "Aa:lI'nuIated other COI.1Ilret1el15lVe Income.'

(2) The I'1Itio for column BIs Item 11 d1vkIed by Item 27. 'The ratio for column AIs Item 11 minus Item 28.a divided bY (Item '}j minus It!!m 30).

(3) The l'1Itio fill" column B Is Item 11 ClMfJed by Item 62. 'The ratio l'Ilr cokl'nn AIs IU!m 11 minus Itl!m 28.8 dMded bY (Item 62 minus Item 29).

(4) 'The ratio for cc1umn Bis Item 21 dlYlded by Item 62. The ratio for colUmn A is item 21 minus item 28.b lNded bV Oliflm 62 mlJlusltem 29).
Allied First Bank. 58

Legal Title of Bank

FDIC c.ertlflate Numer: 55130

SUbmItted to CDR on 2/212009 at 2.:09 PM

SChedule RC-R--COntinued

FFlEC041

PageRC-30

I 42 I

Banks are not required tIl rIsk-welcjlt each an-balaoce st'M asset and the credit ~ent lIIlIOOOI: fA elICh olf-balana! sheet Item that qualities for a risk wetgI't d less than 100

percent (SO percent tor derIvatNe5) at Its loWer risk weight. When conpetli 19 ItemS 34 54 ar SChedule RC-R, each bank shouIcJ decide for lIseIf haw delaIled a risk~ i

analysis it wishes to perfbrm. In other WOfds, a bank can moose trom iIIlI'IOrlO itS assets ard off-balana! sheet Iterro that have a risk weight d less than 100 percent whidl ones

to risk~at an lower tIsk weight. or It can simply risk-weight sane or at d these II!!ms at a 100 pen:ent riSk weI{t1t (SO percent for deriYidIves).

Dollar AmllurG In TIIousanc1s

IIlUnce SlIest AIRt e:.tegortes

34. cash and balll1lCfS llJe fran deposftory lnstltUtIons R(ONIl6OO

(Cokimn A equals the sun d SChed(je RC ItemS 1.8 and 1.b) 217 31

llCON Il604

35. HdlHD-maturity securities 0 35

RCONB609

36. Avallable-fur-sale seaJrille$ 0 36

37. FeclefaI1\Inds sold and sec1lrities purdJased !lOON CD63 RCXlN CXJ64

cqeements tIl resel 0 37

RC.ON 8618 RCCNB619

38. lDim and leases heIcI for sale 0 38

39. Loans m leases,. net d unearned income 341 01 37,4551 86,3001 39

40. LESS: Allowance for loan and lease losses 40

41. Trading 0 0 0 01 41

1IOlHB541 RCON 8642 RCON 11643 RCDNS339

42. All 0l!lIlr assets (1) 0 0 0 15,1131 42

RCOHS320 RalHSJ21 RmNSJ34 RCON S3'4O

~3. Total lISSeI:5 (sum of 34 through 42). 251 16,61& 41,847 101,4191 43

(1) lOOudes prurises and Iixed assets, oIher real estate owned, iJl1llll5tments In UIlCIlr'I5Oidal SLtIsIc:Ililrie and il55DCiatlld ~blc assets, and other assets.

________ 0 _ •• __
5(1

RCON BfiTT I RlXIH 1Ili18 I RCONB619 I RCONB680 I

51

ReON 8683 RalNB684 JV:DN 11685

0 0 0 52

RCDNBIillII RCONB689 R<XlH9690

0 0 0 53

R,CX)N Il693 RCONB694 ROOIt lI695

0 0 0 54

ffIfC041

Page RC-31

I 43 I

I

(ColumnA)

F0CeValue

Ot' NotioI1el

J\mCllflt 2.0% 100%

1II1M1IThou Bill I'lII \1l1ou III I HlllhcilJ

RCONB5'I6 RalNB581 ROJI'f 11583

0 0 41

RCDN3821 RalNB650

- A.CON 8651 RCONB6S2 RCONB65'1

0 0 45

t<I.Vl'f 3411 lI.<XltlB6SS R.CON B6S6 RCONB657 RCON 11659

0 0 46

RCONB661 RCONIl6i2 IlCOH 11663

0 0 47

RCON8065 RCONB666 RCONB668

0 DI 48

49

54. lJerlvatIve c:DItrads I

DeItvativeIInd otf-8Mlnca Sheet lt8m1

44. Rnandal standby Iettf!rs r::I cndt I v

45. staneI)y letters r::I

of aedt I .. _ - 46. Comrnerdal ilnd sImIl8/' Ietb!rs

47. RIsk

~~iICapIaJlces

partll;ipiltlons

ilCQuJred

il bariu!ts

by the

I'

repotting InlitIIuIkln 01

AIied First Bank, 51

oalal Amot.nts l110USands

Schedule RC-R-continued

t.eoaI11tIe of Bank

FOre certificate NII11ber. 55136

SWmltted to (DR. CtI 2/212009 at 2:09 PM

'18. 5ecuilIas lem I VI

49. RdiIlned reause on smalllusIness

obligations sold v.ith recourse I

so. Reco.ne and drectad

substltW!s (other than flnMdal

SliII'I(l'¥ IetIl!rS at credlQ stbJed: to

tile Iow-IeveJ exposu~ rUe and

resldUllI Klterests 5LOject to a

dllllar-far-dolar capll:al 0'

51. Allllher finanCial assets sold with

52. Allllt1er

recourse

oIf-ba1ance sheet

'v

.

IlabIlItIes I v I

S3. Unused oonvnltments WIth .. ccIglnal

rnattr1tV exceeding one V- I

(1) Cobm A rndIIplied by ~It c:onversion factor.

(2) For ftnanc:illl !ta1dby IettI!rs of D'edt to whidl the Iow-IeveJ exposure nlIe applies, use a aedt QlJlYt!l'5b'll'ador of u.s Ot' an II'I5ClI1Jtlon-specUlc factcr.

For other llnandal 5tandby letters of aEdt, use il credt COI'IYlnion facixlr of 1.00. see ilsIJuttIons for fiI1her ItIfcrmatIoIl. (EJter1ng llr1 'M' alows far data entry In Cdwnn 8.)

(3) orlRsIituIion speciIfc: ractDT. .
(CoIlm'l/\ F)

BlIIMlI1lQj

•

RCON8699

A"A 4181 S5

X1OO% 56

~8703

101,4191 57

RCON 1651

~S8 RCON8704

125,716 S9

RCIlNA2Zl

284 60

RCON3JU

0 61

RCONA223

12&,432 62

Mol

FFlEC041

PageRC-32

I 44 I

Dollar A/IlOlI'llS In ll'lOUSands

....__........ o' I ROOM IIIIIIMIlIThouJ

lICJ1)S5 all de!1vcIlNe contracts CXlW'Ied by the l'I5lc-based capltaI stllnc:Wlls 8764

WIl:I111 I'eIIBnIng matu ltYof

(CoIwmA) (CokImB) (Cdlml C,I

One Ytill" or less OYer one ye;w 0Wlr !lYe ye;rs

lIilf11OU1ltsof ItlloufjJ live years

!Ids; (1) RCOH 1lI1_IMilllholo AOON ToIIIIII"'I'lbou RCON TtI'_/MlI1Iw

3809 o 87lili o 8767 0 M~8

ange~ 3811 o 8769 o 8770 0 M.2.b

5 8m o 8772 o 8m 0 M.2.c

IS merals CQIltract$ ll774 o 8775 o 8776 0 M.2.d

ocIt.y conIJacts 87T1 o 8778 o 8779 0 M.2.e

ttve nwItr.om: AOOll o AllO! o AOOZ 0 M.2.f

ve conIrBds:

I CJ/IO I 01 C981 I OIC9821 01 .. -

C983 01 C984 O( C9IlS I 0

AiRed first Bank. 58

Legllilltle ofBilnk

FDIC CstltIcate Nurrber; 55130

SiDnlttEd to COR on 2/2J"JUJ9 at 2:09 PM

SChedule RC-R-COntlnued

62. ToGl risk-weighted assets (Item 59 IMUS Items 60 and 61) _

Menn'anda

55. TOI8 assets, deI1vat1ves, am df-balance sheet Items by risk weight category

(ftr" each allum, lU11 of ItIImS 43 throur11.54) I u. AV'I ',v,v,vl ..·.~·l ow.,

56. RIsk fadDr

57. RiSIc-welghted llSSetS by risk welght ClIlegoIy (fer each cdurm,

item 55 rrnAtlpIled by Item 56)

58. Har1clet risk equlvaIeI1t assetS'-- _

59. RiIk-weighted assets before <Ieductions for excess iIIIowal'll:e for loan lIfld lease 10$eS

and iiIIoca1ed tnr'lSfer risk reserve (sum IX item 57, cokmIns CtllroUglI F, and ltI!m 58l _

60. LESS: Exa!ss aIowiloo! fl)r Ioiln lind Il:ese 1os5es, _

61. LESS: AIocaI:ed 1rcInsf~ risk reserve, _

T"

(1) &dude foreJ!J1 exd151ge aRrads wlth an oriljnat matu1ty cJ 14 days or less ancIlII fUhseII CllI1lr.lctS.

-- .------,---' ,_.,.-
I ~~ rlJ -~ of ~~J RIAD 8749

o

1UAOB1S6

o

RIAD~8

o

RJAl)8755

o

(CoIwmG)

MOther

Loans, All

Lea5eSrnt

All Other

Assets

BIll ,.. IThlIu T T1111 MI ITIlou T 1 BU Ir-'I ('TlJou T -TIII IHP IThou T Bit IMI IThou I 1Il111411111ou Bli IMil (111011

I RCOlt 8105 o. ROOH B706 o. IlCOM B7ll7 o. R.lXIfoI B708 01 ROON S109 01 RCDN B710 01 RCON 8m 01

I~~ ~~I~~IRCON~IRalN~1

Allied first Bank, 58 FFIEC041

Legal11tle d 8;ri; Page RC-33

FDIC certlIIcate Number: 55130 I 45 I

Slb'nltted to CDR «I1/28/200'J at 3:59 PM

Schedule RC-S-Servicing, securitization, and Assetsale Activities

(CokmnA) (CoIl.mI B) (CoIurmC) (CoUnn 0) (CQlumn E) (CdIMnn F)

1-4Family Home Credt AI1D 0thEJ" CommerdaI

Resi:IentIaI EcPtv card Loans Coosuml!r and Inl:IustNI

I

IJWrIS unes RealiVabIes Loans Loans

Dollar Amol.nts iJ T1Jousands

Bank5earritlz;iltion Ac:tIYItIef

L Outo1andilg principal balance of assets SOld

and seaEllized by the repo;Ing blink with

serW:lnQ or wiItl recourse or other

seIIer-provlded credt enhano:menlli.

2. Maldrnt.m alllOU1t of credit

arising frum realIIr.ie ar other

selIer-provided credII:

puvIded to slructtres r1lpllriIld In

ItI!In 1 In tile form of:

a. CnldIt~lI~ Interest-ooly sblpJ;

(Included in SdleWIes Re·B or RC-F

or In Schedule Rc. !tern 5) 0 0 0 01 2.a

b. Subordlnlltlld securilles and RCXlNC»l RCON096 RCOIl C397 RCONC398 RCON099

other re9dulII iltl!resls 0 0 a 01 2.b

Co Standby Ietlers of credit and RlDNOIOO RCON0l03 RCON C404 RCONC4Q5 RalNC106

other enI'lana!menls- 0 a 0 01 2.e

3. Ili!porIing bar*'s l.I1used coIIliitments

to provide IIqUklty to strud1res RalNtmti RCON8729 RlDNB130 RC.tlN 11731 R.CON8732

~lnltem 1 0 0 0 0 0/ 3

4. Past due loan amounlslnduded illtem 1: RCONB733 RCONB736 RCONB737 RCONB738 R.CON B139

a. 30-89 dalIS past clue 0 0 0 0 0 4.a

RCONB1'IO RCONB743 RCONB744 RCllN 8745 RCONB746

b. 90 days or more past due 0 0 0 0 0 4.b

S. QIarge-ol'I's and rea:lYefles OR llSSels sold

and With --..icing retained or

wIlh rec:owse or other seller-provlded aedlt

enhancements (calendar yeaND-d;lle):

a. o.ve-olfs RJADB1S4 0_ RJAI) 8755 0_ 1UAOB1S6 0_ 1UAD~ 01 RIAl) 875B 01 RIAl) S1S9 01 RIADB760

b. Rea:M!rIes I 01 S.b
Alliad FlI"It Bank. 58

Legal TIlle of Bank

FOIC certIfialtB HumbeJ': 55130

Sulxnltted to CDR 00 1/2BI2009 at 3:59 PM

SChedule RC-5-Continued

(COIooIn A)

HFamly

ResIdentIal

I.DInS

DIlllar Amou1ts In Thousands

6. AmoW1t of ownerstip (or seiler's)

II1tl!IeStS carried as:

a. 5eoJrIlies OnckJded in ScI1e:1je RC-B

or In SChedUe RC, Item 5),-----1

b. l.Dans (lndudeclln 5d1eliIIe RC-C)

7. Past I2ue IorarI amtu'lts Induded In

Interests reported In item 6.a:

a. 30-89 days past due I

b. 90 dayos or more past we I

8. CI\arge-OtfS and recoveIies on loan

iII1lOUI1lS Induded in Irteresb; reported

In item 6.a (calendar year-tD-ditle):

a. Cllarge.otl'$ I

b. Recoveries I

For 5ec:urItiutSon flK:llltla5 Spa-.I

By CII' 0tI1wwbe btabIiIIMd By other

InIIIIutIonI

9. MiIlClmJm lIlIlllU'1t of credit expll!Ue

lII1sIng tram aedlt enhallCl!l'llel'ltS

provided by the I1!PCJI1ing bank to olher

irSllltlons' seaJri1izatIOn slnJdures In

the form of stancby Ielten d eredt,

purchased 5t.IbcnllrlaI2d seo.-ilies,

10.~~S_~bl~ oa_",§ I -.i

to IkJ,iclty to oU1er jnslitlJllons' RCOH II7ll3

SllaJr1tIlBtIon 0

(Cokrm B)

Horne

EqUty

Unes

(Qlknu1 C)

CredIt

Card

RecelYables

(Column D)

Auto

Loans

(Column E)

Other

Consumer

Loans

(CoII.m11 F)

C'DmmerdaI

and Inci.lstrtaI

loans

FFlEC041

Page RC-~

I 46 I

6.il

6.b

7.a

7.b

8.8

8.b
Allied Firwt ..... 58

Legal TlIle d Biri:

FOrC c.ertIfk3te Number: 55130

Stbmltte:IlD CDR on lf28I]J)(J9 at 3:59 PM

FflEC041

PageRC-lS

I 47 I

M.3.a.1

M.3.a..2

MoI.a

M.I.b

M.3.b.l

M.3.b.2

M.4

M.2.a

M.2.b

H2.c

(Column F)

Ccmnertial

and fndUSb1lll

Loans

(Cahrnn e)

Olher

Consumer

Loans

(Column D)

AU1J

Loans

OoIar Amounts In ThauSiWlds

{CaUnnC)

Credit

card

RealiviIbIes

(CdLmn B)

Iiome

EquIty

Liles

1. Small buskless obligations transferTed with recourse under Sedlon 208 of 1tJe Rlegle

CDnYtaJnlty De\IeIopment and RegUatDty Act of l~:

a. ~Ing principal balal""' +_-~~_1----_::I

b. Anoont r;( retained reoourse on ltIese oblIga1lOnS as of the rellOrt date~~_;;~dfO;:_;h;;;~-------------- •••••••••• 2. CIutstlIndilg prtndpaI baIaoce ofassets serviced for od1ers (Includes partldpatlons seMced for others):

a. CllSl!d-end 1-4 family residential martgeges servk:ed wllh ItlaI\JI"5e or 0Iher sen4cer-prcNided Dedit 1!Il/llln~tentL. +_-~~~f.___---~

b. Cbsed-e1d 1-4 famly residential mortgages seNlO!d wIlh no reaJIJI'5e or other seMcer-prcvlded credit enhancements~ +_-~~_;----~

d.c~n~~~~~~~ro~~~~~~~~~~~~~~~--------~ 1-4 tlImlly residential mor1ll8gM servIc:ed tor ottMn thIIt are In pr'OCleM Dffaredosure .........-..net •••••••• (induclls dosedoend and open1lMl1NnI) ---- -

3. Asset-trad:ed mmmen:Ial paper wnduls:

a. MaxInUn amou1tor credit expo5Ufe arlsIng ItCIm aedlt enharmnenl:s provided to conduit slNd:Ul'es In the form of staneIly ot

aedit, suborlJnd;ed securltle5, and cII1er lfIhancemenls:

(l) CondiJls 5pOO!OOI"ed by the bank, a bank diBle, or the banlc's holding companv. ---

(2) ConWlI$ spoR5lX'ed by DlI1Ilr unreIabld lnslItutinn<: I 8807 I 01

b. lkWSed amntml!llts to provide IJcPdity 10 condllit sIrUdlreS:

(1) CondUts 5pDl'ISillfl!d by the bank, a bank aI'IIIate, 0( the lJIIrit·s hcldilg comPMlY. B808 I 01

(2) CoocIUIts spoosored by DlI1Ilr l.I'Ireiabed lndulIons B809 I 01

4. Clulstalldilg crelIt card fees and f'Nn<.e dlarges Induded In sc:tIelUe RC-S, itEm 1, ~mn C (2) 0107 I NlAf

(Cdl.lM A)

1-4 Famly

ResidenUaI

Loans

Schedule RC-S-Continued

BanIc A..e; 5aI.

11. Assels sold with reause or oll1ef sellercredit erilan:en1lrIIs and not

5l!ClXil!led by the repocting bilnk --l

12. MalciIh.m lIrnOUnt rK a-edlt exposure

arising from remurse cr otIJer seIIerprovIde(I aedt enhancemenl:s pr0-

vided 1D assets reportEd In Item 11 ..... , ---'

Memoranda

(1) MernorandlIm itrrn 2.c Is to be l:QI11PIeted if the prinCIpal baIanca of other fil'lllllClll azets serviced for others i5 more than $10 mIllkln.

(2) Hemorandun item 4 Is to be by bristhat (1) togelher wIltI aIftlatBd in5tltUtb'l5, l\8III! outstancing CR!dIt GIl'd reaivables (as deftned In tne

Inslructlons) that $500 mlllon as ct tile report cIate or (2) iln! 01!dt cad specially bris as deftned for UnIform Bank. I'81'amIalte llepOIt lJl,I'IlOSeS.
Allied F1n1t:Bar!Ir, 58

Legal 11t1e ofBank

FDIC CeJtIIk:ate Number. 55130

Sutmtmd to CDR on l/2B12OO9 1t3:59 PM

fflEC041

Page RC-36

I 48

SChedule RC-T-Fldudary and Related services

YI~NO 1

YeS/NO

NO 2

YES! NO

NO 3

2. Does the ln$Iltullon exercise the fidllClalY pctNeI! It has been grlllltecfi' --'

1. Does the fnstItutIon have tl!lJclalY powers? (If "NO,. do not ClllT1llete SChedule RC-l) -'

3. Does tile JnstItutton haVe arr( flWdalY or related aetMly (In !he form 1:1 assets or ae:tXlUnts)

to Jl!lJ(lft In tills sd1elUe? (It "NO," do not complelJllhe rest 1:1 SdledIJe RC-T.) _

Jtanw 12 ttlrough 1S, IblIM 20 throuGh 23, and M_orandulI\ ItiIm 4 wit Rl)t be .....de IMIUIIbIe

til the pubic on an IncDvIdnIlnstltution Ita...

If the al'lSW«' to item 315 "'YES,' ampIete the appRcabIe Ilens ofSdledLH RC-T, as ro~ows;

rnstltutIons wllh tDtalllWdary ilS!iEls (II&n 9, sun of CXllumns A and 8) greater than $250 mlUIon (as ct the precedng

December 31) ot wlth !lfllS5l1dudlly and related services Incame than 10% of reIIelUl {n« Interest Inalme plus

nonIntl!reSt i1<:ome} for the ~lng calendar year must oomplete:

• ltem9 4 ttI'ou!tI19 quarterlv, • ItIemS 20 tmlug/l 23 lIMUiIIly WIth the DeQember report, n • Memorandum Items 1 tIYough'l 8rlI1U8lIv wtth tfte Decemberreport.

InstttutIons wfth IDIiJ/ tIdudaIy assets (Jmm 9, sun of cdtmns A.nI B) greater than $100 million but less than OT equal III

$250 millan (as I:Ilhe prececlng DecerTber 31) that do not meet \tie fldudllY Inc«ne test fOr quarter1V reportInQ I11U'it canplete:

• Items 4 through 23 iIflnually wItt1 the oecentler report, and

• Mernor8I'II:Un it:Bns 1lt1rouI1l 'I annually WIth the Dec'ember report.

InslItUtioos with totaI!Il1Jdary asse1S (Item 9. SlIm of ctJk.rMs Aand 8) of $100 mil/ion or Ie$S (as dthe pre<:edIng Dec8TIber 31)

that do not meet the lIduciary inCOme lJl5t for quart1!rfy reportlng must compIet2:

• Items" through 10 alnilillly with the December report. and

• MemOflllldllll1tBns 1 through 3 lI/'lIlUally with the December report.

(CONmnA)

Ha1aged

Assets

DoIar Amotirts In Thousands TrIll 811 I Mil onFlOUCIARY AND RElATED ASSETS RCON B868

'I. I'ersorla trust and agency ac:c.lUl1s. +---::-::-:~==-Nl:.:..;'A

5. RetIrement related trust l iI9llO'Y accounts: RCON llV2

a. Employee beoefl-dellnec! COI1lrtbutlon._-+ N/_A

RCON B876

b. beneftt-dellned benefi'---__f-- N_'A_

RCONB880

c. Other rettrement: ........IU,,'~ +-__--.,;.Nl=_;'A

~B8B4

6. Corponlte \n.Jst llIld agenty ~,___+-_:_~;.;;Nl~A RCON ll886

7. Invest:me1t management agency acx:ounts'_+-...,..-c~::-::-:-,Nl;,;,.;.'A RCON 11890

8. Other MJciar( aa:otXJt&. +-~:_:__.,..,....;.NI.;...,A

9. Total fldl/Clllry !COlW1ts R<XlN B8!H

(sun d Items 'I t!Youljl 8)_____ N/A

10. Custody and safSeeping llOXlUnts, _

11. Not applIcable

(Column 0)

Number of

Non-MeI'lBged

Accwlts

5.4

Sob

s.c

6

7

8

9

10
Legal11lle of Bark

FDIC certIlICW! rbnber: 55130

St.tmltll!d to COR on 112812009 at 3:59 PM

SChedule RC-T-Contlnued

FFlEC 041

PageRC'37

I 49

Dollar Amounts In Thousands RIAD 611 M1111lou 1

l'l0UCIARY AND RElATED SERVICES INCOME

12. Perwnal trust and agenty acc:otIJQ 6904

13. RetIrement related tNst and agency i5<XXIl.IIts: .. il. Employee benetlt-detlll/ld contrIbuUon 8905 NlA

b. Employee beneIlt-defined bene/lt lI!lOfj NfA

Co Other retlrement aa:tU11s 8907 NI"

14. enrporate trust and agency aetXUltlI A179 NlA

IS. Investment managemelt agency acCClUlts B908 NlA

16. other fldudillY llCCOUlts MaO NIA

17. 0Jstxldy and Sil~ iIOXIUfCS B909 NJA

18. Other IidUeIary and reI8ted servk:e5 income M1Q NfA

19. Total gross fiduciary and related serw:BS income (sum of lIen$ 12 through 18)

(must equal Sd1edu1e AI, Item 5.a) 4070 NlA

20. LESS; f:xpenSe$ C058 NJA

21. lESS: Net losses ltom lldudilly and related servfces A488 NJA

22. PLUS: lntnltornPany Income aedlts fa" fiduciary and related servt~___________ 8911 NlA

23. Net fldudary and relatecl servIa!s Inrnrt'lI't M9l Nfj

Managed

Memoranda Assets

DoIar AmcuIts In Thousands I RCON I BiI,""1 Il!Iou

1. Managed llSS$ held In persmaI trust and agency aetDUnI:s:

II. NOr*lterest·bearfng deposi\s 8913 NJA

b. tnterest-bearlng dePO$ilS 8914 NJA

Co U.S. 1l'eastJlY and U.S. Government agency obligations 8915 NJA

d. State, county and Il\IInclpal obIIQiItIOn5 8916 NJA

e. MOI'llIY market mu:ual funds 8917 NJA

r. Other short·term 8918 NIA

g. Other notes and bonds 9919 NJA

h. Common and preferred stocks B920 N/A

I. Real estate 9921 NJA

j. Real estlIte 99U NlA

Ie. Melaneous assets 9923 NlA

I. Tot1Il managed assl!tS held In peISOMl trusI: and agency (sun of MemorandI.m

Items l.a tmlUglI 1.k) (1TIlSt eq.JaI SChedule R,C-T, itlem 4, column A) BlI68 I WAr

12

13.8

13.b

13.t

14

15

16

17

18

19

20

21

22

23

M.l.a

M.l.b

M.l.t

M.l.d

M.l.e

M.1.f

M.l.g

M.1.h

M.1.I

M.1.1

M.1.k

Mo1.1

Dollar Amooots In 1housands -

2. Corporate trust and fq!iOOf accounts:

a. Corponte and mUNdpai trusteest1Ip$.-------------r~---~ b. Transfer agent, registrar, paying agent.. and other c:orporal2 agency. .....l,,:=...L..--_-----'.::.:..;

.....N/.A M.2.a • M.2.b
AllIed Flrtt Ban!r, 58

Legal11tle ofBank

FDIC certlftcatJe Number: 55130

Sutmtted to CDR. on 1/2B/2009 at 3:59 PM

FFIEC 041

Page RC-38

I 50

M....a

MA.b

HA.c

M.4.d

11111 T1Iou

(COlumnC)

Reooverles

(COhrnn B)

Gross Lasses

Non-Managed

Accounts

Mill Thou RIAD fill I Thou

Dollar AmolIlts In Thousands

4. Adudary settlements, sud1arges and other losses:

a. Personal trust and agent)' account:s~ +_.::::~f__--....;.;:;.,:j..:=:.+_---;;:,:~~I---_;.::;::l

b. RetllWllel'lt related tnIst and iIgellCf llO:I:lUI'O,-----r.:;;~~--~~==_+_---~=t_=:=..-I-----.;.;~

c. Investment management agency acx:w......--------'~:;;;_f---....;.;;;;,;j_::.:::.:.+_--__:~f-==4---....;.;;;:;;l

d. 0Iher tkkJdBry accounts and reI8ted seI'I1ces _

e. Totailldudaly setUements, sucharges, and otherlosses

(SU'll of MemorandLm Items ".a through ".d) (sum d

columns AI.IIld Bmil"il$ column C must equal

SChedule RC-T, Item 21) --I.:=:...L..__--=-==:....L =J...=:::=....L ...:=;I

3. Collective lrNestment funds and common trust funds:

a. DomestIc eQlily --+..:;B;::93::-1+--__~NI~'A~B9::::32:=.+---_::Nl~'A:=l M.3.a

b. Inll!rnatIonafGlobaI equity 9933 N/A 8934 NlA M.3.b

Co Stodc/BOI'Id 8935 N/A B936 NlA M.3.e

d. Taxatje bond 8937 N/A B938 NJA H3.d

e. MUnICipal bond 8939 NlA Il9'lO N/A M.3.e

f. Short b!rm Irlvestrnents,I mar1cet 9M1 NlA 8941 NtA M.J.r

g. SpedaIly/Other 11943 NtA B944 N/A M.3.g

h. Total collective Irwestrnent funds (sun of Memorandum Items 3.a through 3.g) 11945 NtA 1l!I46 NtA M.3.h

(COlumn A)

Q1l&s Losses

Managed

AcaJunls

Schedule RC-T-COntinued

Person to whom questions about SChedule RC-T-Fldudary and Related ServIces should be directed:

IN/A

Name and Title creer 6962)

E-maIl Address (TEXT 6926)

I I~ I

Telephone: Iwa code/phone number/exten<Jion (TEXT 8963) FAX: Area cocIe/p/lone ntn1ber (lEXT 8964)
FREe 041

Page RC-JO

I 51

Optional Narrative Statement COncerning the Amounts

Reported in the Reports of COndition and Income

The management of the reportlng bank may, if it wishes, submit a

brlef narrative statement on the amounts reported In the Reports

ofCondillon and Income. This optional statement wi. be mllde

available 10 the public, along with the pllblidy available data In the

Reports of Condition and Income, in response to any request for

IIldlYldulll bank report data. However, the information reported In

Schedule RC-T, looms 12 IlYtlugh 18, Items 20 through 23 and

Memorant1lm Item 4, Is regarded as confidential and will not be

released 10 the public. BANKS CHOOSING10 SUBMIT lliE

NARRATIVE SfA"ID'1ENT SHQlA.ll ENSURE THAT lHE STATEMENT

DOES NOT CONTAIN TtlE NAMES OR OTtiER ID£NTIFICATIONS OF

INOMDUAL BANK CUSTOMERS, REFERENCES TO lHE AMOUNTS

REPORTED 11iI1lIl; CONFIDENTIAL fTEMS IN SCHEDUlf RC-T,

OR ANY OTHER INFORMATION THAT llIEY ARE NOT WlWNG

TO HAVE MADE PUBlIC OR THAT WOULD COMPROMISl:: TtlE

PRIVACY OF TtlElR CUSTOMERS. Banks chOosing not to make

a statement may checle the "No comment" box below and should

make no el1lIies of any kind In the SPilO! provided for lt1e narrative

statement; i.e., 00 NOT enter In thIS space such phrases as "No

statement,· "Not applicable,' "N/A,' "No comment; and "None.'

The optional starement must be entl!red on this Sheet. The $tatement shOUld not exceed 100 worcls. Further, regardless of the

number ofwa-ds, !he statement must not exceed 750 characters,

Including punctuation, indentation, and standard spacing between

words and sentences. If any submission should exceed 750 characters, as defined, It will be truncated at 750 characters with no

notlce to the submitting bank and the truncated statement will

appear as the bank's statement both on agency computerized

rl!lX)rl!s and In computer-lile releases to the public.

All InformatlOl1 furnished by the bank In the narraUve statement

must be aa:urate and not misleading. Appropriate efforts shall be

taken by the submitting bank to ensure the statement's accurilCY.

The statement must be signed, in the space proVided below, by II

senior offlc:er of the bank who thereby attests to lis acurllC:Y.

If, sUlseQuent to the Original submission, material dlanges are

submItted for the data reported In the Reports of Condition and

Income, the eldstlng narrallve statement win be deleted fl'om tile

files, and from disclosure; the bank, at Its option, may replace It with

a statement, rnder signature, appropriate to the amended data.

The optional nilrfi1l:t,le statement wtIl appear In agency reCDrds

and In release to the publiC eXildlV as submitted (or amended

as described In the precelJng paragraph) by the management of

tile bank (except far the truncatIOn of tile statements exl;eedlng the

750-charaeter limit described above). TtlE STATI:MENT WIll NOT

BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCI£S FOR ACCURACY OR RELEVANCE. DISClOSURE OF THE STATEMENT SHAll NOT SIGNIFY lHAT ANY

FEDERAl. SUPERVISORY AGENCY HAS VERIFIED OR CO~

FIRMED THE AroJRACY OF THE INFORMATION CONTAINED

THEREIN. A. STATBIIENT TO THIS EFFECT WIll. APPEAR ON

A~ PUBUC RELEASE OF THE OPTIONAL STATEMENT SOBMJTlED BY TIlE MANAGEMENT OF THE REPORTING BAN~

YESl NO

Commenls7 ~1 NO

/JAN/( NANAG1!M£N7"STATEMENT(please type orprInt de8rIy):

TEXI'

!698G
REPORTOFCONDrrION

COOsoIidating domestic subsidiaries d

Allied PInt lank, SB

In the statIl at IL R dole of bustnesa on December 31, 2.008

published in rElSPOflSe to call made W(Enter additional Information below)

I :1_

Statement of Resourca.nd uabliities

DolliV Amounts In 'Thousands

net of unearned income and allowance 121,140

0

lIJ<m assets (inck.ldlng Cilp1ta1lZed !eases) 10,454

,~ 0

lI'lCOI'lSOllda\lld subsidiaries and assodatllCl companles 0

ASSETS

Qlsh and balaroces <1le I\'OlTl deposItIlry lnstItullons:

Nonlnterest-bearlng bala~ and OIrrenty and cllInl.-.. t-__-:1::.37S:-:-!

Interest-Dearing baI8ntes. I.-..__2.;;:5;;.1;.;.O

securltIe5:

Held~rlty securttles. f--.......;.12::;:;·~o

AYoI~able.for·saIe sew1tles'-- .L-- ::::!l

Federal funds sold and sec:uilles purchi'Sed lnler agreements to resdI:

Federal f1k1ds 5Old,------ t- -=0ol

Securities purchased under agreements to reseII .J-- ....;.,

Loans and lease financing reoelvables:

l.ollns an<Ileases held for A1e, .....,..__~:-=~-..J.----..~"";;;O

IJIans and leases. net of U'leamed 1ncunel- -+-_---:1.::.%3:-<.7=-:":=,1

LESS: AlIowanc;e fur loan and lease losses 1,855

Loans and leases,

Trading Asset:!

Premlsesand

other real estate

IIM!5lments In

Intirlgible assets:

GoodwIII' f- ~OI

other IJttangIbIe asset5'-- '"- ..=,O

~:r=,~~~~~~~~~:~~~~::~~~::~~~~~~~~:~~:~~~~~~~~~~~~~~~~~~~~~~~~~:~.....J_f-_-_-_-_~1~18"'4~:"':::-:~~
flEPORT OFCONDmON (Continued)

LIABIUTIES

Doliill' Amounts in Thousands

funds purchased 0

es sold under agreements to repurchase 0

Bltles 0

d money (indudes mortgage Indebtedness and obligations under capltaliIed leases) 3',500

noles and debentures 0

"es 932

es 141,186

rESt In consolidated subsldlarles 0

Deposits:

In domestlc offlces'--- -:::~::r_-l...---:1~oe::!.,7:.;:84:..:J1

Nonlnterest.bearlng ~10:,,:.1:::9::121

Interest-bearlnall- .;;.96;;.:..5;;.;6... 2.

FederalliJnds purdlased and seaJrllles sold under agreements to repUrchase"

Federal

SewritJ

Trading lIab

other bol'l"ClWe

SUbordinated

Other lIabiliti

Total llabllill

Minority Inte

EQUITY CAPITAL

erred stock and related surplus 0

608

de all SUlplus related to preferred stock) 1,920

Ings 3,886

ther corrcrehensive Income 4

pital CDm(lonent!l 0

pital 11,188

minority interest, and equity capital 158,384

PerpebJaI pref,

Common stDck

Surplus (exdlJ

Retained earn

AcoJmulated 0

()thel' equity ca

lotal equity ca

lotal liabilities,

We, the Undersigned dlredDrs, attest to the

COlTectness of this statement of resources and liabilities.

WI/: dedare that It hilS been examined by us, and to

tile best of our knowledge and belief has been

prepared In conformance wlth the Instructions

wd Is true and correct.

I( Kenneth L Bertrand, President, CEO

( Name, Tide)

of tile aboVe named bank do hereby declare

that this Report of Condition 15 true and

correct'to the best of my mowledge and belief.

DIrector #1 ITerry Banker

Direcblr #2 peffrey J Price

Director #3
HemE
Federal Financial Institutiol1s Examination Council

Board of GoYefIlOl'll ofthe Federal Resenle SystEm ooS Number: 71Q().Q036

Federal Dl!jlllSit InsUrance Corporation

OMS Numller: 3064·0052 Of&e 01 It1e Comptroller of lI1e O1lrency

OMS Number: 155NlOSl

Expires M"l' 31, 2009

PlellSe refer til Jlil!le I.

Table of ContenlS, for

th8 reqwlted disclosure

of eslfrniltl!d bunlen.

1

Consolidated Reports of Condition and Income for

A Bank With Domestic Offices Only-FFIEC 041

Report at the dose of Business December 31, 2008 (20081231)

CRCON 9999)

This report is required by law: 12 U.S.C. §324 (State

member banks); 12 U.S.C. §1817 (State nonmember banks);

and 12 U.S.c. §161 (National banks).

NOTE: Each bank's board of directors and senior management are

responsible for estabfishlng and maintaining an effective system of

Internal control, including controls over the Reports of Condition and

Income. The Reports of Condition and Income are tD be prepared

In accordance with Federal regulatory authority instructions.

The Reports of Condition and Income must be Signed by the Chief

Roondal Officer (CFO) of the reporting bank (or by the IndMdual

performing an equivalent function) and attested to by not less than

two directors (trustees) for State nonmember banks and three

directors for State member and National banles.

I, the undersigned CFO (or equivalent) of the named bank, attest

that the Reports of Condition and Income (Including the supporting

schedules) for this report date have been prepared In conformance

with the instructions issued by the appropriate Federal regulatory

authOrity and are true and aJrrect to the best of my knowledge and

belief. ,./

SlgnaW~~

Date of Signature / - 3,:') - 2-od <}

Submission of Reports

Each bank must flle lis Reports of Condition and Income (call Report)

data by either:

(a) USing computer software to prepare ilS call Report and then

submitting the report data directly to the FFIEC's central Data

Repository (CDR), an Internet-based sYStem for data

a>lIection (httPS:/lcdr.fflec.gov/cdr/), or

(b) Completing Its call Report in paper form and arranging with

a software vendor or another party to convert the data into

the eleeuonlc format that can be processed by the CDR. The

soltware vendor or other party then must electronically submit

the bank's data file to the CDR.

For technical assistance with SUbmissions to the CDR, please contact

the CDR Help Desk by telephone at (88S) CDR-3tll, by fax at (301)

495-7864, or by e-mail at CDR.Help@ffiec.gov.

This report form is to be filed by banles with domestic offices

only. Banks with foreign offices (as defined in the

Instructions) must file FFIEC 031.

We, the undersigned dlrectDrs (trustees), attest to the correctness of

the Reports of Condition and Income (Induding the supporting Sthedules)

for this report date and dedare that the Reports of Condition and

Income have been examined by us and to the best of our knowledge

and belief have been prepared In aJnformcmce with the Instructions

issued by the appropriate Federal regulatory authority and are true

and correct.

TenyBanker

DIrector (Truswe}r..--<~~

Jeffrey J P ce

Director (Trustea)

DIrector (Tru~)

To fulfill the SignatlJl'e and attestation requirement for the Reports of Condition and

Income for this report date, attach your bank's aJmpleted signature page (or a

photocopy or a computer-generated version of this page) tD the hard-copy record

of the data file submitted to the CDR that your bank must place In lIS files.

The appearance of your bank's hard-copy record of the submitted data file need

not match exactly the appearance of the FFIECs sample report forms, but should

show at least the caption of each Call Report item ani:! the reported amount.

Allied First Bank, 5B

Legall1t1e Of Bank (RSSD 9017)

Oswego

FDIC certificate Number 55130

(RSSO 9050)

city (RSSD 9130)

IL

State Abbrev. (RSSD 9200)

60543

Zip Code (RSSD 9220)

Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the CUrrency
Consolidated Reports of Condition and Income for

A Bank With Domestic Offices Only

Table of Contents

FFlfC041

Pagel

I 2

Signature Page Cover Schedule RC-B - Securltles RC-3, 4, S, 6

Contact :tnformation, II, 111

Report of Income

Schedule RI· Income Statement RI-1, 2, 3

Schedule RI·A - Q'langes In Equity capital RI-4

Schedule RI-S - Charge-offs and Recoveries on

Loans and Leases and Otanges In Allowance

for Loan and Lease Losses RI-4, 5, 6

Schedule RI-E - Explanallons Rl-7,8

Report ofCondition

Schedule RC - Balance Sheet RC-1, 2

Schedule Re-A - Cash and Balances Due

From Depository Institutions

(to be completed only by selected banks) RC-3

Disclosure of Estimated Burden

The estimated average burden associated with tills Infonnalion

collection is 40.5 hours per respondent and Is estimated to vary

from 16 to 635 hours per response, depending on individual

drcumstances. Burden estimates include the time for reviewing

Instructions, gatheril19 and maintaining data In the required

fonn, and completing the Information collection, but exclude

the time for compiling and maintaining business records in the

normal course of a respondent's activities. A Federal agency

may not conduct or sponsor, and an organization (or a person)

is not required to respond to a collection of information, unless·

it displays 8 currently valid OMB control number. Comments

concerning the accuracy of this burden estimate and suggestions·

for reducing this burden should be direcred to the Office of

Infbnnallon and Regulatory Affairs, Office of Management and

Budget, Washington, D.C. 20503, and to one of the following:

Secretary

Board or Governors ofthe Federal Reserve System

Washlngtol'!, D.C. 20551

Legislative and Regulatory Analysis DiVision

Office of the Comptroller of the Currency

Washington, D.C. 20219

AssIstant Executive Secretary

Federal Deposit Insurance Corporation

Washington, D.C. 20429

Schedule RC-C - Loans and Lease Financing Receivables:

Part I. Loans and Leases RC-7, 8, 9, 10

Part II. Loans to Small Businesses and

Small Farms (to be completed for the

June report only) RC-10ab, lOb

Schedule RC-D - Trading Assets and Uabnilies

(to be completed only by selected banks) RC-U, 12, 13

Schedule RC-E - Deposit Liabiftties RC-14,15

Schedule RC-F - Other Assets RC-16

Schedule RC-G - Other Uabllmes RC-16

Schedule RC-K - Quarterly Averages RC-17

Schedule RC-L - Derivatives and

Off-Balance Sheet Items RC-18, 19

Schedule RC-M - Memoranda RC-20, 21

ScheckJle RC-N - Past Due and Nonaccrual

Loans, Leases, and Other Assets ---I:RC-22, 23, 24, 25

SChedule RC-o - Other Data for Deposit

Insurance and FlCO Assessments RC-2S, 26

SChedule RC-P-l-4 Family Residential

Mortgage Banking Activities (to be completed

only by selected banks) - RC-27

Schedule RC-Q-Finandal Assets and

Uabllllies Measured at Fair Value (to

be completed only by selected banks) RC-28

Schedule RC-R - Regulatory Capital RC-29, 30,31,32

SchedUle RC-S - Servicing, SecuritizatiOn,

and Asset Sale Activities RC-33, 34, 35

Schedule Re-T - Rduciary and

Related Services RC-36, 37, 36

Optional Narrative Statement Concerning

the Amounts Reported in the Reports

of Condition and lncome RC-39

For Information or assl5tan()!, National and state nonmember banks shOUld contact the FDIC's Data Collection and Analysis

sectiOJl, 550 17th Street, NW, Washington, D.C. 20429, toll free on (SOO) 686·FDlC(3342), Monday through Friday

between 8:00 a.m. and 5:00 p.m., Eastern time. State member banks should contact their Federal Reserve District Bank.
FFIEC 041

Page II

Contact Information for the Reports of Condition and Income I 3

To fadfltate communication between the Agencies and the bank concerning the Reports of Condition and Income, please provide contact

information for (1) the Chief Rnandal OffIcer (or equivalent) of the bank signing the reports for this quarter and (2) the person at the

bank - other than the Chief Rnandal Officer (or eqUivalent) - to whom questions about the reports should be directed. If the Chief

Financial Officer (or equivalent) Is the primary contact for questIons about the reports, please provide contact information for another

person at the bank who will serve as a secondary contact for communications between the Agendes and the bank concerning the Reports

of COndition and Income. Enter "none" for the contact's e-mail address or fax number If not available. Contact Information for the Reports

of COnditJon and Income Is for the confidential use of the Agencies and will not be released to the public.

Chief Financ:ial OffIcer (or Equivalent) Signing

theReport5

Kenneth LBertrand

Nama (n:xT C49D)

President. CEO

Other Person to Whom Questions about

the Reports Should be Directed

stacey Athem

Name (1ECT C495)

Accountant

11tle ("TEXTC491)

kbertrand@aliledtirst.com

1ltI@ (TEXT C496)

sathem@all1edflrst,com

E-mail Address (1EXT 0192)

(630) 554-8899 Ext. 6101

Telephone: fltelj codefphone number/elCl:enslon (n:xT C493)

(630) 383-0201

FAX: Area COde/phone number (TEXT C494)

E-mail Addrllss crerr 4086)

(630) 554-8899 Ext. 6104

Telephone: Area code/phone number/extension crerr 8902}

(630) 383-0204

FAX: Area code/phone number (TEXT 9116)

Emergency Contact Infonnation

ThIs information is being requested so the Agendes can distribute critical, time sensitive information to emergency contacts at banks.

Please provide primary contact Information for a senior official of the bank who has decision-making authority. Also provide Information for a

secondary wntact If available. Enter "none" for the contact's e-man address or fax number If not available. Emer<;jency contact Information

is for the confidential use of the Agencies and will not be released to the public.

Primary Contact

Stacey Athern

Secondary Contact

Kenneth Bertnlnd

Name (TEXT (66)

Accountant

Name {TElCT' (71)

President CEO

11t1e (1CXT 067)

sathem@allledlirst.com

Title {TElCT' C372}

kbertrand@alliedfirst.com

E-mail Address (1EXT (68)

{630} 554-8899 Ext. 6104

E-mail AddrllSS (lB(T'(73)

(630) 554-8899 Ext. 6101

Telephone; Area code/phone number/extension (TEXT 069)

(630) 383-0204

FAX: Area cnde/phone numbercrerr C370)

Telephone: Area code/phone number/extension (TEXT 074)

(630) 383-0201

FAX: Area code/phone number (TEXT C375)
USA PATRIOT Act Section 314(a) Antl~MoneyLaundering Contact Information

FFIEC 041

Page iii

I 4

TIlls Information is being requested to Identify polnts-of-contact who are in charge of your depository institution's section 314{a) searches

and who could be contacted by fedelill law enforcement officers for additional Infonnatton related to antl-terrorlst financing and anti-money

launderlng. Please provide Information for a secondary contact If available. Information for a lhlrd and fourth contact may be provided at the

bank's option. Enter "none" for the contact's e-mail address or fax number If not available. USA PATRIOT Act contact Information Is for the

confidential use of the Agencies and the Flnanclal CrImes Enforcement Network (FlnCEN) and will not be released to the public.

primary Contact

Joyce Sivertsen

Name (TEXT C437)

Audit &. Compliance Manager

Tille (1ClIT (438)

js!vertsen@alliedflrst.com

E-maU Address (ffiCT (439)

(630) 554-8899 ext. 6148

Telephone: Area code/phone number/extl:nslon (TEXT C4'lO)

(630) 383·0248

FAX: Area cooe/phcme nUlllber ('TEXT C4'l1)

Third Contact

Name (TEXT Ql7O)

Tille (TEXTC871)

E-man Address (TElIT (872)

Telephone: Area code/phone number/extension (TEXT C873)

FAX: Ar1!a code/phone number (TEXT C874)

Secondary Contact

Name (TEXT C442)

llt1e (TEXT C4'l3)

E-illail Address (TEXTC444)

Telephone: Area code/phone number/extension (TEXT C445)

FAX: Area code/phone number (TEXT C446)

Fourth Contact

Name (R:XT C875)

'Tille (TEXT C876)

E-mail Addl.l!55 (TEXT OJ77)

Telephone: Area code/phane number/e><tenslon (ll;:n C878)

FAX: Ar1!a code/phone number ('TEXT Cll79)
Allied First Bank, 58

Legailltle of Bank

Oswego

FFIEC 041

page RI-l

I 5

aty

XL 60543

State ZIp Code

FDIC Certificate Number: 55130

Submitted to CDR on 1/28/2009 at 3:59 PM

Consolidated Report of Income

for the period January 1, 2008 - December 31, 2008

All Report ofInmme schedules are to be reported on a calendar vear-to-date basis In thousands of dollaI'S.

2.a.2.8

2.a.2,b

2.a.2.c

2.8.1

2.b

2.e

1.d.l

1.d.2

l.a.3.a

1.d.3

1.e

1.f

1.g

1.h

1.a.1.a

1.a.Lb

1.a.2

1.a.3.b

1.a.4

1.a.S

1.a.6

lob

1.c

Dollar Amounts In Thousands

Schedule RI-Income Statement

1. Interest Income:

a. Interest and fee Inrome on loans:

(i) Loans seaJred by real estate:

(a) Loans secured by 1-4 family residential propelties, -+-:-:==+ ..:.::::::=l

(b) All other loans secured by real estate· -- +:-~+_----:-::==I

(2) Commercial and industrial loan'''-s _

(3) Loans to individuals for household, family, and other personal

expel\ditures:

(a) credit cards

(b) Other (inClud~es;;si;;in9ig,i;eppa~y~m~e~ntt,lrln~sta~lIm;;;;en:;tt,~a~lIl;stu;Md~en~t--------~-----1iii ••••••

loans, and revolving credIt plans other than credit cards) -+B48=..:..:.6=-+ ~1.~57:..:_l4

(4) Loans to foreign governments and OffiClallnstitutlons'----- IL40::::56=+-----~O

(5) All other loans (1), -+4.:.:0::::58+__-=-~O

(6) Total interest and fee Income on loans (sum of items 1.a.(l)(a) through 1.a.(S» ..j...-:.40::1::..0+- 7~1~64:.;.j9

b. Inrome from lease financing receivables, 1-4,;.:O:.::65=-+------=-10

c. Interest Income on balances due ITom depository Institutions (2) 4115 48

d. Interest and dividend Income on seCllrities:

(1) U.S. Treasury sea.Jrities and U.S. Government agency obligations

(exclUding mortgage-backed securities) -+::.::.::=-+- -=~

(2) Mortgage-backed seCUrities

(3) All other securities (Inciudes~s;ec~u;;rltiti.e;;s~iss~ue;dilbyW;s;t;ta;ttes;-;a;;;nrld----------- --- 1'

political subdivisions in the U.S.) ------1-:.::.::..,I-----~

e. Interest Income from trading assets'---- +~+----_::1

f. Interest inoome on federal funds sold and securities purchased under agreements to resell -+.;:.:;~----~

g. other interest income I---=::.+ -=-=~

h. Total Interest income (sum of items 1.a.(6) through 1.g) _

2. Interest expense:

a. Interest on deposits:

(1) Transaction accounts (NOW accounts, AlS accounts, and

telephone and preauthorlzed transfer accounts) _

(2) Nontransactlon accounts:

(a) Savings dsposits (inclUdes MMDAs) +~+--___::_:::~

(b) 1ime deposits of $100,000 or more -----------------------j...;.;;;~f_--~:_:7I

(e) 11me deposits of less than $100;000, -1__

b. Expense of federal funds purchased and securities sold

under agreements to repurehase'----- f-=-=~l___----:-~

c. Interest on trading liabilities and other borrowed money --l.-=-::::::...J ....:..:.;~

(1) Includes interest and fee income on "Loans to depository Institutions and acceptances of other banks," "Loans to finance

agricultural production and other loans to farmers," "ObligatJons (other than securitles and leases) of states and political

subdiviSions In the U.S.," and "Other loans."

(2) Includes Interest income on time certificates of deposit not held for trading.
Allied First Bank, S8

Legal TItle of Bank

FDIC certificate Number: 55130

Submitted to CDR on 1/28/2009 at 3:59 PM

FF[EC 041

Page RI-2

I 6

7.e

8

9

(1,351) 10

0 11

(1,351) 12

7.a

7.b

7.c.1

1,002 S,m

-==-11- ...,..;:10 6.a

....:.:..::.:...L. ....:.(8~) 6.b

3

4

0 5.a

194 S.b

0 S.C

0 S.d.1

0 S.d.2

0 5.d.3

0 S.d,4

0 S.d.S

0 S.e

0 S.f

0 5.g

Dollar Amounts in Thousands

Schedule RI-Continued

2. Interest e)lJ)ense (continued):

d. Interest on subordinated notes and debentures, +-:-~+_--___,~~

e. Total Inrerest expense (sum of Items 2.a through 2.d} _

3. Net Interest income (Item 1.h minus 2.e) ---'

4. Provision for loan and lease losses, _

5. Noninterest income:

a. Income from fldudary activities (1) +-.;;40:.:-70~---____:~

b. Service charges on deposit aceounts, ~..:.:4:::080:::....j----.:.::::4

c. Trading revenue (2) -+.:::PIJ.=2::.0+-

d. (1) Fees and COmmissions from securities brokerage C886

(2) Investment banking, advisory, and underwriting fees~a;n;dd-------1 •••••••

commIssions +-::::C888=+

(3) Fees and commissions rrom annuity sales ------- +=:C88=':-t------::1

(4) Underwriting Income from insurance and reinsurance activities -I--"'C3:..:8;;:.6+----_-o-I

(5) Income from other insurance activities -+.::C38:::.:,.7+- 7J e. Venture capital revenu". rB4~91:+----__7j

f. Net selVidng fees'--- -+.:::84:;:9:;2+- --.;I

g. Net securitization income'-- 8493

h. Not applicable

i. Net gains (losses) on sales of loans and leases, ---1-=-=-~I_---::==l

j. Net gains (losses) on sales of other real estate owned, --I-::.:.:;+ ....l.:~

k. Net gains (losses) on sales of other assets (excluding seaJritieS}, r-:.:.:..+- ~:O_l

I. Other noninterest Income* _

m. Total noninterest income (sum of Items S.a through 5.1) _

6. a. Realized gains Oosses) on held-to-maturity securities _

b. Realized gains (losses) on available-for-sale securities'-- _

7. Nonlnt:en!st expense:

a. Salaries and employee benefiCl --I

b, Expenses of premises and fixed ~ts (net ofrental Income)

(exduding salaries and employee benefits and mortgage Interest) +.:=:.+ ....:..~

c. (1) Goodwill impairment losses

(2) Amortization expense and impairment losses for

ather intangible assets, -+.=::=-+ ~~

d. Other noninterest expense* ----1

e. Total nonlnll!rest expense (sum of items 7.a through 7.dJ, _

8. Income (loss) before income taxes and extraordinary items and ather

adjustments (item 3 plus or minus items 4, S.m, 6.a, 6.b, and 7.e) _

9. Applicable Income taxes (on item 8] _

10. Income (loss) before extraordln~ry items and other adjustments

(Item 8 minus item 9) _

11. Extraordinary items and other adjustments, net of income taxes* _

12. Net income (loss) (sum of items 10 and 11), _

• Describe on Schedule RI·E-Explanations

(1) For banks required to complete Schedule RC-T, Items 12 through 19, Income from fidudary activities reported In Schedule RI,

item 5.a, must equal the amount reported In SChedule RC·T, item 19.

(2) For banks required to complere Schedule RI, Memorandum item 8, trading revenue reported in Schedule RI, Item 5.c,

must equal the sum of Memorandum items 8.a through 8.e.
Allied FirstBank,. 58

Legal Title of Bank:

FDIC C'stificate Number: 55130

SUbmitted to CDR on 1/28/2009 at 3:59 PM

Schedule RI-Continued

FFlEe 041

Page RI-3

I 1

M.12

M,10

M.13.b.l

M.13.a.1

M.13.b

M.13.a

M.9.a

M.9.b

M.l1

M.6

M.a.a

M.8.b

M.S.c

M.a.d

M.8.e

M.5

M.4

M.7

M.l

M.3

M.2

Dollar Amounts In 'Thousands

Memoranda

1. Interest expense Incurred to carry tax-exempt securities, loans, and leases acqUired after

August 7, 1986, ttlat Is not deductible for federal Inrome tax purposes'-- _

2. Income from the sale and servicing of mutual funds and annuities (Included in

3. Income ScheduleonRI, tax-exempt item 8)~~~dI;;;;;tt;;;~~d;~~;bdM;;;;;~;u.s:--------1 loans and leases to states and political subdivisions 1n the U.S. •••••1

(induded In ScheOOle RI, Items La and l.b) _

4. lnrome on tax-exempt sea.ulties Issued by states and political subdivisions In the U.S.

(Included in SChedule RI, item l.d.(3», _

5. Number of full-time eqUivalent employees at end of current period (round to

nearest whole number), _

Memorandum irem 615 to be completed by: (I)

• balIks wltll $300 million ormare In IJ)ta/ /lSSets- and

• banks with less (/ran $300 mllUon In total assets fhat have loans

to finance agrictJJtJJrBIproduction and otherloans tI:1 farmers

(SChedule RC-C part1; lrem 3) exr:eedlng five percent oftotalIo.ms.

6. Interest and fee income on loans to finance agrlwltural production and other

loans to farmers (Included In Schedule RI, item l.<I.(5») r-:=-:-:=:-:-:::-=-1

7. If the reporting bank has restated Its balance sheet as a result of applying push

down accounting this calendar year, report the date of the bank's acquisition (2), --L,;;.:;.:.:...J...__-=---_.....J

a. Trading revenue (from cash Instruments and derivative instruments) (sum

of Memorandum items a.a through B.e must equal SChedule RJ, item S.c)

{To be completed by banks that reported average trading

assets (Schedule RC-K, item 7) of $2 million or more for any

quarter of' the p~lngcalendar year.):

a. Interest rate exposures. +:.-::.;-+- -=~

b. Foreign eXchange exposures, f---+---...,.,.,.,.,

Co EqUity security and Index expoSlJre5'----- ~=-+---~~

d. Commodity and other exposures'----- I-;,;.;."-t- --:7:-:1

e. Credit exposures _

9. Net gains (losses) recognized In earnings on credit derivatives that economlcany hedge

credit exposures held outside the trading account

a. Net gains (losses) on credit derivatives held for trading +-:=-+------;:1

b. Net gains (losses) on credit derivatives held for purposes other than trading ....J

10. To be crJmpfeted bybanks with $300 million or more /n rotalassets: (1)

Credit losses on derivatives (see instructions} .. --J;::::::::==:=:::::::;=::::;:::::::::;

11. Does ttle reportlng bank have a Subchapter Selection In effect for YES L NO

federal Income tax purposes for the ament tax year? -'j:::=~==N::O::::::==:

Memo~ndum Item 12/5 trJ be completed by banks that alT! requIred ro crJfTIpleteSChedule

RC-c, part1; Memorandum Items S.b andB.c.

12. Noncash income from negallVe amortizatlon on closed-end loans secured by 1-4 family

residential properties Onduded In Schedule RI, Item l.a.(I)(a}) _

Memorandum item 13is to be completedbybanks thathave elected to ilcr:rJunt for

a$$8tsandIlabiUtfes under a 'all' value option.

13. Net gains (losses} recognized in earnings on assets and liabilities ttlat are reported

at fair value under a faIr value option:

a. Net gains (Iosset) on 8SSet5'----- 1

(1) Estimated net gains (losses) on loans attributable to changes in

Instrument-spec:itlc credit r1sk'- I-==+-__-7.~

b. Net gains (losses) on liabiJities. _

(1) Estimated net gains (losses) on liabilities attributable to c:h,mges in

Instrument-spedfle credit risk'-- .'--_...... ----'

(1) The asset size tests and the five percent of total loans test are generally based on the total assets and total loans reported on

the June 30, 2007, Report of Condillon.

(2) For example, a bank acquired on March 1, 2008, would report Z008/03/01
Allied Fim Bank, 58

legallllle of Bank

FDIC certificate Number: 55130

SUbmltted to CDR on 1/28/2009 at 3:59 PM

FFlEC 041

Page RJ-4

I 8

2

3

4

Dollar Amounts in Thousands

Schedule RI-A-Changes in Equity Capital

Indicate decreases and losses in parentheses.

1. Total equity capital most recenUy repOrted for the December 31, 2007, Reports of Condition

and Inalme (i.e., aller adjustments from amended Reports of IncomeJ _____

2. Restatements due to corrections of material accounting errors and

changes in accounting prlndples* -+=.:...+------:-::--:'~

3. Balance end of previous calendar year as restated (sum of items 1 and 2) -+-==+-__~~

4. Net ino:>me (loss) (must equal SChedule Rl, item 12), _

S. sale, conversion, acquisition, or retlrement of capital stock, net

(exch.xling treasury stock transactionsl j...=:::.::...-I- ~O 5

6. Treasury stock transactions, net 0 6

7. O1anges inddent to business oomblnatlons, net 0 7

8. lESS: cash dMdends dedared on preferred stock 0 8

9. LESS: cash dividends dedared on common stock D 9

10. other comprehensive income (1) 69 10

11. Other transactions with parent hOlding company" (not Induded In Items 5, 6, 8, or 9 above) 350 11

12. Total equily capital end of ament period (sum of items 3 through 11) (must equal SChedule Re, item 28) 11,19B 12

'" Describe on SChedule RI-E - Explanations.

(I) Indudes dlanges In net unreabzed holding gains Oosses) on avadable'for-sale securities, changes in accumulated net gains (losses) on cash

flow hedges, and pension and other postretirement plan-related changes other than net periodic benefit cost.

l.a.l

1.e.l

1.e.2

2

1.c.2.a

1.c.2.b

l.d

1.e.l

1.a.2

1.b

4

5.a

21 S.b

a 6

a 7

0 8

105 9

Dollar Amounts in Thousands

1. Loans secured by real estate:

a. Construction, land development, and other land loans:

(1) 1-4 family residential constr"ction loans

(2) Other constnactlon loans and all land deve~lloo;pm;;;e;;ntt------1••••••••iiI••

and other land loans, I-=:....t- ~..:::.;~-----7l

b. secured by farmland _

c. Secured 'r1'I1-4 family residential properties:

(1) RevoMng, open-end loans secured by 1-4 family residential

properties and extended under lines of credlt. _

(2) dosed-end loans secured by 1-"1 family resIdential properties:

(a) SeaJred by first Iiens, -J-:::;:::.:+- ~=:....j....----~

(b) Secured by junior lIens, -+=~----_=_I-===_iI__---~

d. Secured by multifamily (5 or more) residential properties.--------1••••

E. Secured by nonfarm nonresidential properties:

(1) Loan. secured by owner-occupied nonfarm nonresidential propertles._I-==-I----_--=+-=::.:.-1- '-"'O-

(2) Loans seaJred by other nonfarm nonresidential propertles, 4=;.-r----~....:::.;=-I----__=_

2. Loans to depository institutions and acx:eptances of other banks, """"'" , ••••••••••••

3. Not applicable •

4. COmmercial and Industrial loans

5. Loans to Individuals for househo;ldd~, ~fua;;m~i1y_;,,~a~nd;J~oththe;,r~p;;e;;rso;;;na;J1 ~ex~p;;;e~ndjiilt~u;;res::_---_. ••

a. Credit cards. _

b, Other (Indudes single payment, insta~ment, all student loans,

and revolving credit plans other than credit cards), -r:B;.:.5::.;16+----1-1..,,3+-='B5=1.:.,.7+--------=1

6. Loans to foreign governments and offidallnslitutions, -+..:.46:.:4::.3+----_0=+-46:.:=:27+

7. All other loans (2). +4::.644.:.:...j ....;0.j.....::46=28=+~ _:1

8. Lease finandng recelvables. -+..:.42::;:6::,6+-__.......,-=0,::r.4;;;26::;7+-__--:-:~

9. Total (sum of Items 1 through 8)/ -----l_46=3=5:...L 1;.!..4.:.;O:..:.7.L.-;;46~O=-5.L...----..:.:.:J

(1) Include write-downs arislng from transfers of loans to a held-fur-sale account.

(2) lnducles charge-offs and recoveries on "Loans to finance agricultural production and other loans to farmers." "Obligations

(other than securities and leases) of states and political subdivisions in the U.S.," and "Other loans,"

Schedule RI-B-Charge-offs and Recoveries on Loans and Leases

and Changes in Allowance for Loan and Lease Losses

Part I. Charge-offs and Recoveries on Loans and Leases

Part I includes charge-offs and recoveriesthrough the

allocated transfer risk reserve.
Allied First Bank, 5B

Legallltle of Bank

FDIC certificate Number: 55130

Submitted to CDR on 1/28/2009 at 3:59 PM

FFIEC 041

Page RI-5

I 9

Schedule RI-B Continued

M.4

M.2.d

M.2.c

M.2.b

M.2.a

(Column B)

11

calendar year-to-date

against income (i.e., not Induded RlAO T 811 I Mil I Thou

088T N/A

Dollar Amounts In Thousands

Part I. Continu~

Memoranda

1. Loans to finance commerdal real estate, construction, and land

development activities (not secured by real estate) included In

Sdledule RI-B, part I, items 4 and 7, above, _

2. MemotClndum items 2.a through 2-d are trJ be completed

bybanks with $300 milliOn O(more In total assets: (2)

a. Loans secured bV real estate to non-U.S. addressees (domldle)

(Included In Schedule RI-B, part I, Item 1, abOVe) -.•••

b. Loans to and acceptances of fOreign banks

(included in Sd1edule RI-B, part I, Item 2, above) _

c. Commerdal and Industrtalloans to non-U.S. addressees (domicile)

(Induded in Sdledule RI-B, part 1. item 4, abovel _

d. Leases to IndivIduals for household, family, and other personal

expenditures Oncluded In Schedule RI-B, part I, Item 6, above), _

3. Memorandum Item 315 to be (J)mpletedby: (2)

• banks. with $300 milUan or more (n I:rJtilI as:sets', and

• banks with lesstlJan $300 mlHlon In total assets tfJat have loans to

Hnance agricultural production and otherloans tv farmefS

(Schedule RC-c, part /, item 3) exceeding five percent oftDtiJlloans:

Loans to finance agrlCllllUral production and other loans to

farmers (Induded in Schedule RI-B, part I, item 7, above)I ---l.....:.=::.::...JL----:..::..:...:L..:.=...I...----.;..::;....:J

Memorandum lrem 415 ta be completed bybanks tf1at(1) together with affiliated

Institutions, have outstanding credit Cilrrtreceivables (as definedIn tfJe Instructions)

that exceed $SOO million asofthe report date or(2) are aedit cardspec.eltyba 'ks

as definedfor Uniform Bank PerforI118l7Ce Reportpurposes.

4. Uncollectible retail credit card fees and finance charges reversed

In charge-offs against the allowance for loan and lease I~s)

(1) Indude write-downs arising from transfers of loans to a held-for-sale account.

(2) The $300 million asset sIZe test and the five percent of total loans test are generally based on tile total assets

and total loans reported on tile June 30, 2007, Report of Condition.
Allied First Bank" 5B

Legallltle of Bank

FDIC certlncate Number. 55130

Submitted to CDR on 1/28/2009 at 3:59 PM

Schedule RI·B Continued

FFIEC041

Page RI-6

I 10

Part II. Changes In Allowance fOr Loan and Lease Losses

Dollar Amounts In Thousands

1. Balance most recently reported (or the December 31, 2007, Reports of Condition

and Income (i.e., after adjustments from amended Reports of Income) ~=+------:.:..=:~

2. Recoveries (must equal part I, Item 9, tolurm B, above) _

3. LESS: Charge-<lffs (must equal part I, item 9, column A, above

less Schedule RI-B, part][, item 4) +::=+---"""""~

4. LESS: Write-downs ariSing from transfers of loans to a held-for-sale accoun"-- r-:-:::-:-t-__--;-==1

5. PrOVisiOn for loan and lease losses {must equal Schedule RI, Item 4),--------------I--::::::::+------:.:..;..;;:;:j

6. Adjustments· (see instructions for this sd1edule), _

7. Balance end of current periDd (sum of Items 1, 2, 5, and 6, less Items 3 and 4)

(must equal Schedule Rc, item 4.c) ..,I....:;=...L...---""""".:...;;...;.J

Memoranda Dollar Amounts in Thousands

1. Allocated transfer risk reserve Included In Schedule Rl·B, part II, Item 7, above _

Memorandum items 2 and3 iJTe to be completedbybanks that (1) together with amll2ted

Instlt1Jti~ have outstanding ~it cam mceivables (as defined In the instructions)

tIIat exceed $500 minion as aftile reportdate or(2) iJre aedit card specialtybanks

as definedror UniroJm Bank Perfarmi1llCe Reportpurposes.

2. Separate valuation allowance for uncollectible retail credit card fees and finance charges'-- ---.;

3. Amount of allowance for loan and lease losses attributable to retail credit card fees

and finance charges _

Memorandum Item 4 is to be completedbyallbanks.

4. Amount of allowance for post'acquisltlon losses on purchased impaired loans accounted

for in accordance with AICPA Statement of Position 03-3 (included in SChedule RI-B, part fi,

item 7, above) ..:..-. ---..L..;;,;.;;;;;;..L-------l

* Describe on SChedule RI-E-Explanations.

1

2

3

4

5

6

7

M.1

M.2

M.3

M.4
Allied First Bimlc. SB

LegalTltJe ofBank

FOle certificate Number: 55130

SUbmitted to (DR on 1/28/2009 at 3:59 PM

FFIEC 041

Page RI-7

! 11

Dollar Amounts in Thousands

Schedule RI-E-Explanations

Schedule RI-E is to be completed each quarter on a calendar year~to~date basis.

Detail all adjustments in Schedule RI-A and RI-B, all extraordinary items and other adjustments in SChedule

Rl, and all significant items of other noninterest income and other noninterest expense In Schedule RI.

(See instructions for details.)

1. Other noninterest Income (from Schedule RI, item 5.1)

Itemlze lIIId describe amounts greater than $25,000 that exceed 30/0 of SChedule Rl, Item 5.1:

TEXT

a. Income and fees from the rinting and sale of checks C013 6 La

b. Earnings on/increase In value of cash surrender value of life insurance C014 0 l.b

c.. Income and fees from automated teller machines ATMs) C016 0 I.e

d. Rent and other Income from other real estate owned 4042 0 l.d

e. safe de osit box rent C01S 1 I.e

f. Net change in the fair values of finandal instruments ao:ounted for under a fair value 0 tion F229 0 l.f

h. ""446---"g;.,.~ ,..;B;;.;a;;,;,nk;;.;;.;c;;:;ard:..::..;a:::nd=..:Cfe::..:::;d:::i.:..tca=r..::d...;;ln;.;.;te:=.;.;rc:;;,h;;:a;;.;n:l!:ge~fe::;:e;;:S +:--,-,~~-+- 80"':1

0

~:~

i 0 4462 4462 0 1.i

jo 4%3 4463 0 l.j

2. other noninterest expense (from SChedule Rt item 7.d)

itemize and deKTibe amounts greater than $25,000 that exceed 3% of SChedule RI, Item 7.d:

TEXT

a. Data processing expenses C017 399 20a

b. Advertisin and marketing ex enses lK97 210 2.b

c. DIrectors' fees 4136 D 2.e

d. Printing, statione I and supplies C01S 153 2.d

~~ Q~

t. Ifees and ex 4141 38 2.t

g. . FDIC deposlt inSl.lrance assessments 4146 90 2.g

h. Aceountin ~nd auditing expenses FSS6 124 2.h

I. Consulting and advisory upenses F551 0 2.i

j. Automated teller machine (AT") and interchange expenses F55S 9 2.,

k. Telecommunications expenses F559 52 2.k

I. r-:-44,:c64'-r:C;-'o=--m=--pu'-':l;-;-er:':':E:::q:':'u:;:-lp:::m:'::en:':;t:=::M':-a';;;;in~ten=a;';;n';;;oe~-----------------,-------II-+l64~-+-----1O;-:O:":"l1 2.1

m. 4'161 Other Professional and Outside Service '1461 198 2.m

n. 4468 '1468 0 2.n

3. extraordinary items and other adjustments and applicable Income tax etfect (from Schedule RI,

Item 11) Otemize and desaibe all extraordinary items and other adjustments):

TEXT

a.(I) 3.a.1

(2) Applicable income tax effect 4'186 0 3.a.2

b.(l) 3.b.l

(2) Applicable income tax effect 4'188 0 3.b.2

c.(I) 3.e.1

(2) AppUcable income tax effect 4491 0 3.c.2
Allied First Bank, 51

Legal llt1e of Banle

FDIC Certificate Number: 55130

Submitted to CDR on 1/2B/20Q9 at 3:59 PM

FFlEC 041

PageRI-S

I 12

6.a

G.b

4.a

4.b

5.a

S.b

Dollar Amounts in Thousands

YES/NO I

COmments? NO 7 ----------------------------

Schedule RI-E-Continued

a. 4521

b. 4522

7. Other explanations (the space below is provided for the banle to briefly describe, at its option, any other

significant Items affecting the Report of [ncome):

a. 4498 TlllI1sfer of Trust Preferred Funds to Bal'lcorp

b. 4499

6. Adjustmenlsto allowance for loan and lease losses

(from Schedule RI-B, part D, item 6) (Itemize and desaibe all adjustments):

4. Restatements due to corrections of material aa:ountlng errors and

changes in a<x:ountlng principles

(from Schedule RI-A, item 2) (Itemize and describe all restatements):

TEXT .

a. Cumulative-effect adjustment resulting from the Initial

b. 8527

5. other transactions with parent holding company (from Schedule RI-A, item 11)

(Itemize and describe an such transactions):

Other explanations (please type or print dearlv):

TEXT ( 70 characters per line)

14769
Allied Flnt Bank, sa

Legall1t/e of Bank

Oswego

aty

IL 60543

FRf:e 041

Page RC-l

! 13

State ZlpCOde

FDIC certificate Number: 55130

Submitted to COR on 1/28/2009 at 3:59 PM

2.a

2.b

4.a

4.b

4.C

4.0'

5

6

7

8

3.a

3.b

l.a

l.b

Consolidated Report of Condition for Insured Commercial

and State-Chartered Savings Banks for December 31, 2008

All schedules are to be reported in thousands of dollars. Unless othelWise Indicated,

report: the amount outstanding as of the last business day of the quarter.

Schedule Rc-Balance Sheet

ASSETS

1. Cash and balances due from depository Institutions (from Sctledule RC-A):

a. Noninterest-bearing balances and currency and coin (1)- +-'-':..:.:;..+-__-="::-:-=1

b. Interest-bearing balances (2), ......:.. •••••••

2. SeOJrities:

.iI. Held-to-maturity 5eaJritles (from Schedule RC-B, column A}'----------------t--=-:~I_----'-~

b. Available-for-sale seaJrities (from Schedule RC-B, column D)--;~-----------1 •••••••

3. Federal funds sold and securities purchased under agreements to resell: a. Federal funds sold +==-+- ---::I

b. Securities pUrdlased under agreements to resell (3) _

4. Loans and lease linandng receivables (from Schedule RC-e):

a. Loans and leases held for sale,-------------------r---=:-:-r--~:::_:;=

b. Loans and leases, net of unearned income 8528

c. LESS: Allowance for loan and lease losses 3123

d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) -+-:-::-:::+-_-'--'--'::!

5. Trading assets {from Schedule RC-D), +~:+_---;:::~

6, Premises and fIXed assets (Inducl1ng capitalized leases}· +=::.:.:..+-__.....;.:,~

7. Other real estate owned {from SChedule RC-M) ~~ _+~:-+-------'::i

8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M), ---J

9. Not Appncable

10. Intangible assets: a. GoodwiIl - ~..:.3;;;:16;;;.3+_---......;.I0 10.a

b. Other Intangible assets (from Schedule RC-M) MZ6 a lO.b

11. other assets (from SchedUle RC-F) 2160 4,659 11

12. Total assets (sum of Items 1 through 11) 2170 158,384 12

(1) Includes cash Items In process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

(3) Indudes all securities resale agreements, regardless of maturity.
Allied First Bank" 5B

Legal Title ofBank

FDIC Certllicale Number: 55130

Submitted to CDR on 1/28/2009 at 3:59 PM

FREe 041

Page Re-2

I 14

M.1

16

19

20

21

22

23

24

25

26.a

26.0

27

28

29

14.a

14.b

15

13.a

13.a.1

13.a.2

4 = Directors' examination of the bank conducted

in accordance with generally accepted auditing

standards by a certified public accounting firm

(may be required by state chartering authority)

5 '" Directors' examination of the bank perfotmed by

other external aLJdltors (may be required by state

chartering authority)

6 =Review of the bank's financial statements by

external auditors

7 =Comp~atlon of the bank's financial statements by

extemal auditors

8 '" Other audit procedures (exdwlng tax

preparation work)

9 =No extemal audit work

Schedule RC - Continued

EQUITY CAPITAL

23. Perpetual preferred stock and related SUrpIUS, -I-"3.:.;83:.;.8-t- -===i 0

24. Common stock ~3':':230::-t---_=_=6:::D=i8

25. Surplus (exdude all sl.fJllus related to preferred stockJ -+3::8=39+__---;;6~,9~2D

26. a. Retained eamings, -t_=3.:.;63;.;;2.+ 3..:..,5_56~

b. Accumulated other comprehensive income (5), --------------1-'8:-:53-::-0:-+------;;14

27. Other equity capital components (6J --l..::A:=13::-:0:+----:-::-::::=i0

28. Total eQuity capital {sum of items 23 through 27) j-..:3:::2:.:.:10+__-:-:1:,:1:.:.1~98

29. Totalliabnities, minority Interest, and eqUity capital (sum of Items 21,22, and 28) -..10,.;;3;;;.30;.;;0-'---..:..15;;.;8"'.3;;.;8""'4

Memorandum

To be reported with the March Report of Condition.

1. Indicate in the box at the r1ght the number of !he statement below that best desaibes the

most comprehensIVe revel of auditing work performed for the bank by Independent external

auditors as of any date dUr1ng 20D7 ~c.:..:.~L..- ___'

1 = Independent audit of the bank conducted In accordance

with generally accepted auditing standards by a certified

public accounting finn which submits a report on !he bank

2 '" Independent audit of the bank's parent holding company

conducted in acoordance With generally accepted auditing

standards by a certified public accounting firm whIch

submits a report on the consolidated holding company (but

not on the bank separately)

3 '" Attestation on bank management's assertIon on the

effectiveness of !he bank's Internal control over flnantial

reporting by acertified public accounting firm

lIABIlITIES

13. Deposits:

a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)__.....,._...,.---=-:=

(1) Noninterest-bearing (1J -+..:..663:::-:-1+-__-=10=',-;::19:=2

(2) Interest-bearing ----I..;6::::63:::S~---=9:...:6:..::,5=62

b. Not applicable

14. Federal fUnds purchased and seturities sold lI1der agreements to repurthase:

a. Federal fulds purchased (2)----- +~+_-------;;1

b. Securities sold under agreements to repurchase (3)'-----------------....J-::::::::+-----;::i

15. Trading liabilities (from Schedule RC-OJ__-------------------

16. Other borrowed money (Indudes mortgage indebtedness and obligations under

capitalized leases) (from Schedule RC-M} --------

17. and 18. Not applicable

19. Subordinated notes and debentures (4),--------_------------1--'-"-'-'-ir------::=i

20. other liabilities (from Schecltle RC-G) -+=+---:-:::-=~

21. Totaillabilitles {sum of items 13 through 20):...- +~+_-.:....:..:.~

22. Minority interest in consolidated subsidiaries, ----------------

(1) Indudes total demand deposits and noninterest-bearing time and savIngs deposits.

(2) Report overnight Federal Home Loan Bank advances In Schedule RC, Item 16, "Other borrowed money."

(3) Indudes all securities repurchase agreements, regardless of maturity.

(4) Includes limited-life preferred stock and related surplus,

(5) Indudes net unrealized holding gains (losses) on available-far-sale securities, accumulated net gains (losses)

on cash flow hedges, and minimum pension liability adjustments.

(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.
Allied First Bank, S8

l.egallltle of Bank.

FDIC Certificate Number: 55130

SubmittEd to COR on 1/28/2009 at 3:S9 PM

FFIEC041

Page Re-3

I 15

1.a

1.b

2.a

2.b

0073 N/A 3.a

0074 N/A 3.b

0090 N/A 4

0010 N/A 5

Schedule RC-A-C8sh and Balances Due From Depository Institutions

Schedule RC-A is to be completed onlv bV banks with $300 million or more In total assets.

Exdude assets held for trading.

1. Cash Items In process of collection, unposted debits, and currency and coin:

a. cash items In process of oollectlon and unposted debil:L -+-=~---___;~

b. Currency and roin ----.J

2. Balances due from depository insllMions In the U.S.:

a. U.S. branches and agencies of foreign banks, /-~~---~:':':"I

b. Other commercial banks In the U.s. and other depository Institutions in the u.S., -'

3. Balances due from banks In foreign countries and foreign central banks:

a. Foreign branches of other U.S. banks, I~_::_,t---___;~

b. Other banks In foretgn COuntries and foreign central banks'-- -f-''--+_----=':''l

4. Balances due from Federal Reserve Banks'-- +~+_---_;;_:':"l

5. Total (sum of Items 1 through 4) (musl equal Schedule RC, sum of items l.a and l.b) ..J,..:=~---..:..::.:...:J

Schedule RC-B-Securities

Exclude assets held for trading.

Held-to-maturily Available·for-sale

(Column A) (Column B) (Column C) (Column D)

Amortized Cost Fair Value Amortized cost fair Value

2.b

2.a

3

0211 0 0213 0 1286 0 1287 0 1

Dollar Amounts In Thousands RCON BII I Mil IThou RCON 811 I Mil IT110u RCON Bil I Mil I T110u RCON 8il t Mil I "Thou

1. U.S. Treasury securities. _

2. U.S. Government agency obligations

(exclude mortgage-backed seOJrilies):

a. Issued by U.S. Government·

agencies (1)

b. Issued by U.Ss..(G~o~vem;;;;m;;;en;;t·---.III ••1

sponsored agencies (2} -.J

3. Securities Issued by states and

political subdlvlsions In lhe U.S.__--'-'-'-'-'--'- -'-'_:..-J L...:..C.c..c......... ..J...,;,~_'_ _____'

(1) rndudes Small Business Adminlstratlon "Guaranteed Loan pool Certificates," U.S. Maritlme Administration obllgations, and

Export-Import Bank. partidpatlon certificates.

(2) Indudes obligations {other than mortgage-backed securilies) Issued by lhe Farm Credit System, the Federal Home Loan Bank

sYstem, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Associatlon, the Anandng Corporation,

Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority.
Allied F11'5t Bank, 58

Legallltle cf Bank.

FDIC Certificate Number: 55130

Submitted to CDR on 1/28/2009 at 3:59 PM

FFII;C 041

Page RC·4

I 16

5

4.0.2

6.a

6.b

'l,b.3

4.a.1

4.a.2

4.a.3

Available-for-sale

(Column C) (Column D)

Amortized Cost Fair Value

Dollar Amounts in Thousands RCON Btl I Mil I Thou au I MI I Thou

Schedule RC-B-Continuedr----~~-~-----r-----.....,....,.,._.,----__.

4. Mortgage-backed seoJrities (MBS):

a. Pass-t~rough securities:

(1) Guaranteed by GNMI"I....-__-+-=:-+-__-=~+..::~f_----..:~~~+_---~..:.:.::::.+---~

(2) Issued by FNMA and FHLMC_+=+__--:.:.~i_=::_~----=~:+_=_:::=_f_---_=t_.=.:.:.+---~

(3) other pass-through seaJrities

b. Other mortgage-backed securities

(include CMOs, REMICs, and

stripped MBS):

(1) Issued or guaranteed by fNMA,

FHLMC, or GNM,....... _

(2) CoIlaterlZed by MBS issUed or

guaranteed by FNMA, FHLMC,

or GNMA

(3) All other m~o;;:;rt~ga;gg;e-~ba;dcked~-- ••• securities, _

5. Asset-backed

securities (ABS) :::;;~-----.iI •••

6, other debt securities:

a. Other domestic debt seCUritles,__+;=+- ---::+-;=+- .....;~~t_---....;~~I__---....;1

b. Foreign debt securitles, _

7. Investments In mutual funds and

other eqUity seoJrities with readily

determinable fair values (1) _

8. Total (sum of Items 1 through 7)

(total of column A must equal

SChedule Re, Item 2.a) (total of

column 0 must equal Schedule RC,

Item 2..b) L.:.:..:...:....IL-_----=..=!.:::::::L..:~:..L_ __.:.=!::=::3....::.:..:..::....L.. ~~~l___ ..:::J

(1) Report Federal Reserve stock, Federal Home Loan Bank stock, and bankers' bank stock In Schedule RC'F, Item 4.
Allied First Bank, sa

Legailltle eX Bank

FDIC certIllcate Number: 55130

Submitted tll CDR on 1/28/2009 at 3:59 PM

FAEC041

Page RC-5

I 17

Schedule RC-B-Continued

M.2.d

M.2.C.l

M.2.c.2

MA.a

MA.b

M.2.a.l

M.2.a.2

M.2.a.3

M.2.a.4

M.2.a.5

M.2.a.6

M.l.b.l

M.2.b.2

M.2.b.3

M.2.b.4

M.2.b.5

M.2.b.6

M.1

Dollar Amounts in "Thousands

Memoranda

1. Pledged securities (1) _

2. Maturity and repricing data for debt securities (1, 2) (exduding those in nonaa:rual status):

a. Securities iSSUed by the U.S. Treasury, U.S. Government agencies, and states

and political subdivisions in the U.S.; other non-mortgage debt seaJrltles; and

mortgage pass-through seanitles other than those backed by dosed~

first lien 1-4 family residential mortgages with a remaining maturity or

next repriCing date of: (3, 4)

(1) Three months or less'-- +=+ ---:\

(2) Over three months through 12 months, ~~t-------;;t

(3) Over one year through three years'-- +:=+ -;:j

(4) Over three years through five years --------------------1-"-~-----=1 (5) OVer five years through 15 years, --1r:-::::-:-t- ---;:1

(6) Over 15 years, -I

b. Mortgage pass-through securities bad<ed by closed-end first lien

1-4 family residential mortgages with a remaining maturily or

next reprldng date of: (3, 5)

(1) Three months or less +-A_555-'-1 --=i 0

(2) OVer three months through 12 months, r A5=56:::-t -;;t0

(3) Over one year through three years, +A;;;;55;;.;,7+- ~O

(4) Over three years through five years'-- rA..:5-;;.58". -=10

(5) Over five years through 15 years -+7:AS:::5::-9+-__""':"::~071

(6) Over 15 years, A560 12.954

c. Other mortgage-backed sea.trltleS (indude CMOs, REMICs, and stripped MBS;

exclude mortgage pass-through securities) with an expected average life of: {6)

(1) Three years or less __ _+~:_+---~

(2) OVer three years

d. Debt 5eOJrities with aRREfMAIMAiiNNI[iN~G;MMAA_1UruFRUllY~o;;lf~o~n;e~ye~a;r~or~lj;ess;-------------- .•••••••

(included in Memorandum items 2.a through 2.c abovel _

3. Amortized cost of held-tn-mat\Jrity securities sold or transferred to avallable-for-sale or

trading securities during the calendar year-to-<late (report the amortized cost at date

of sale Dr transfer) _

4. Structured notes (induded in the held-t:o-matorlty and availabie-for-sale

accounts in Sdledule ltC-a, items 2, 3, 5, and 6): a. Amortized cost !-::=+- ---;;i

b. Fair value --'..:..;..:.:....1 ---'

(1) Indudes held-to-maturity securities at amortized cost and available-for-sale securities at fair value.

(2) Exclude investments In mutual funds ilnd other equity securities with readily determinable fair values.

(3) Report fixed rate debt securlties by remaining maturity and noat1ng tate debt securities by next reprldng date.

(4) Sum of Memorandum Items 2.a.(1) through 2.a.(6) pius any nonaccrual debt securities In the categories of debt securities

reported in Memorandum Item 2.a that are included in Schedule RC-N, Item 9, column C, must equal Schedule RC-B, sum or

items 1, 2, 3, 5, and 6, columns A and 0, plus mortgage pass-through securities other than those backed by dosed-end first

lien 1-41 famIly r€$identlal mortgages included in Schedule RC-B, Item 4.a, columns A and O.

(5) Sum of Memorandum items 2.b.(1) through 2.b.{6) plus any nonaccrual mortgage pass-through securities backed by

clased-end first lien 1-4 family residential mortgages Included In Schedule RC-N, Item 9, column C, must equal Schedule RC-B.

Item 4.a, sum of columns A and D, less the amount of mortgage pass-through securities ottler than those backed by

closed-end first lien 1-4 family resldential mortgages Included In SChedule RC-B, Item 4.a, columns A and D.

(6) Sum of Memorandum items 2.c.{1) and 2.e.(2) plus any nonaccrual "Other mortgage-backed securities" induded in Schedule

RC-N, item 9, column C, must equal SChedule RC-B, Item 4.b, sum of columns A and D.
Allied First Bank, 58

LegalllUe ofBank

FDIC Certificate Number: 55130

Submitted to CDR on 1/28/2009 at 3:59 PM

FFIEC 041

Page RC-6

I 18

Schedule RC-B-Continued

Available-for-sale

(Column C) (Column D)

Amortized Cost Fair Value

RCON Bill M~ IThou 811 I Mil I Thou

NIA 8839 NI" 8840 NJA 8841 N1A M.5.a

NIA 8843 NfA 8844 NlA e84S NfA M.5.b

NIA 8847 NfA 8848 NfA 8849 NfA M.5.c

NIA 8851 NIA 8852 NIA 8853 N/A M_5.d

NlA B855 NIA 88S6 N1A asS7 N/A M.S.e

N/A BB59 N/A B860 NlA 8861 NIA M.5.f

Dollar Amounts In Thousands

Memorandum itemsS.a

through S.fare la be

aJfTJp/eted bybanks with

$1 billion or more in latal

assets. (1)

5_ Asset·backed seoJrities

(ABS)(for each column,

sum of Memorandum

Items S.a through 5.f

must equal Sdledule

RC-B, Item 5):

a. Credit card receivables. -+B;;:;8..:;.:3S+ ~+=+---...;.;.::..+:=_l__---...;.;:.:_+_==+---~

b. Home equity nn........ +B...;;.S4.;;;2+ --:-:-:+=+ ~~.;;..;.;.+_---..;.;;,;,~.:....;;,+_---~

c. Automobile loans. +:-BS4:..:-:-6+_---~+.::.=-.:....+_------,:-=~~t----____:~F...::-t----____:7:7I

d. other consumer Ioans, -+.::.B8:.:S.:..0+- .:..::;...:j...::.==-+- :..:.:...;+=::::....~------::..:.:...;+_=::::...~--.......:.::.:...:I

e. Commercial and industr1alloans,_-I~B8.:.;54~ .......;.::,.:j....::.:::.:..+---.....:..:::.:..:j.=.::....j..---.....:..:::.:..:j.=::....j..---....:.:;~

f. Other --..J,.;B8=5B:....L.. ~~=:....L.. ....:..::.::...:.L:=:....L_ ....:..::.::...:.L:=~ ...:..:::..:J

Memoranda - Continued

(1) The $1 billfon asset sire test is generally based on the total assels reported on the June 30, 2007, Report of Condition.
Allied First Bank, S8

Legall1tle « Bank.

FDIC Certlftc.ate Number: 55130

Submitted ttl COR on 1/28/2009 at 3:59 PM

fFIEC 041

Page RC-7

I 19

Schedule RC-C-Loans and Lease Financing Receivables

PartI. Loans and Leases

2.a.l

2.a.2

2.b

l.c.2.a

l.e.2.b

l.d

8

9

9.a

9.b

7

6.c

6.a

6.b

2.c.l

2.e.2

3

4

4.a

4.b

1.e.1

l.e.2

2

l.a.2

1.b

1.c.l

1.a.l

(Column B)

To Be Completed

by All Banks

(Column A)

To Be Completed

by Banks with

$300 Million or More

In Total Assets (1)

1. Loans secured by real estate:

a. Construction, land development:, and other land loans:

(1) 1·4 family residential construction loan5, _

(2J Other construe:tlan loans Bnd all land development and other

landloa;n.... _

b. Secured by farmland (Indudlng farm residential and other improvementsJ _

c. Secured by 1-4 family residential properties:

(1) ReVolving; orin·end-loans secured by 1-4 family residential properties and

extended under lines of credi,'--- _

(2) Closed-end loans secured by 1-4 family residential properties:

(a) Secured by first lIens, _

(b) Secured by junIor lIens, _

d. Secured by multifamily (5 or more) residential properties, _

e. Secured by nonfarm nonresidential properties:

(I) loanssecured by owner-occupied nonfarm nonresidential

properties, _

(2) Loans secured by other nonfarm nonresidential properties, _

2. loans to depository Institutions and acceptances of other banks, _

a. To commercial banks In the U.S.:

(l) To U.s. branches and agencies of foreign banks, ......,j...=.::~I__---:.::.:..:

(2) To other commercial banks In the U.s., -1-=~---~~

b. To other deposltory institutions in the U.S.. _

c. To banks In foreign countries:

(1) To foreign branches of other U.S, banks, +=:..+- .....;.;,:.;

(2) To other banks In foreign countrles, _

3. Loans to finance agricultural production and other loans to farmers'-- _

4. Commercial and industrlalloans, _

a. To U.S. addressees (domlcile)--:--:- -+-=~-_-__::::i::

b. To non-U.S. addressees (domicile), _

5. Not appliC<lble

6. loans to individuals for household, family, and other personal expenditures

(I.e., consumer loans) (indudes purchased paper): a. Credit cards. _

b. other revolving credit plans, _

c. Other consumer loans (includes single payment, Installment, and

all student loan5J _

7. Loans to foreign governments and officlallnstltutlon5

(including foreign central banks), _

8. Obligations (other than senilities and leases) of states and political subdivIsions

In the U.S•. _

9. Other loans, _

a. loans for purchaslng or canylng securities (secured and unsecuredl -1-=-=--ir---__:.:.:,.:

b. All other loans (exclude consumer loans) --'--';:.;:.,;'-'-----'-""-'

Do not deduct the allowance for loan and lease losses or the allocated transfer risk

risk reserve rrom amounts reported In this schedule. Report

(1) loans and leases held for sale at the lower of cost or fair value,

(2) loans and leases held for investment, net of unearned Income, and

(3) loans and leases ocoounted for at fair value under a fair value option.

Exdude assets held for tradlng and commercial paper. __________________----=D:::o:::.:lI::::ar~A~moun::=~ts~in~Th~ous~an~d~s_RCON BII IMill ThOll

(1) The $300 million asset slze test Is generally based on the totill assets reported on the June 30, 2007, Report of Condition.
Allied First Bank, S8

Legal Tilta of Bank

FDIC certifICate Number: 55130

Submitted to CDR on 1/28/2009 at 3:59 PM

FFJEC 041

Pilge RC-8

I 20

M.l.b

M.1.a

M.2.b.1

M.2.b.2

M.2.b.3

M.2.b."!

M.2.b.5

M.l.b.G

M.2.c

12

M.2.a.1

M.l.a.l

M.2.a.3

M.2.a.4

M.2.a.S

M.2.a.6

10

10.a

10.b

11.

(Column B)

To Be Completed

by All Banks

Schedule RC-C-Continued

Part I. Continued

Dollar Amounts in Thousands

Memoranda CoUar Amounts In Thousands

1. Loans and le~s ~ed and In compliance with modified terms (included in Schedule RC·C, part I,

and not reported as past due or nonaccrualln Schedule RC-N, Memorandum item 1):

a. Loans secured by 1-4 family residential propertles\.- _

b. Other loans and all leases (exclude loans to individuals for household, family, and

other personal expenditures 1

2. Maturity and repricing data for loans and leases (exdudlng those In nonaccrual status):

a. aosed~d loans secured by first liens on 1-4 familY residential properties

(reported in Schedule RC-c, part I, ilEm 1.c.(2)(a), column fl, above) with a remaining maturity

or next repridng date of: (~ 3)

(1) Thee months or less.---- t-:~_=+--____;_c:_==l

(2) Over three months through 12 months'-- +~+_-----'':=i

(3) Over one year through three years'-- +=+__"""7.:;-:i;;~

(4) OVer three years through five vears, ~~+_---.:...;.;,.,:,

(5) Over live years through 15 years ---------------------f-':':-~--___;=:'7l (6) Over 15 years'-- _

b. All loans and leases (reported In Schedule RC-C, part I, Items 1 through 10, column B, above)

EXCLUDING closed-end loans secured by first liens on 1-4 famny residential properties

(reported in Schedule RC-C, part I, item 1.c.(2)(a), column B, above) with a remaining maturity

or next repr1dng date of: (2, 4)

(1) Three months or less ------------------------+:':...:...;,.+----:::-=1 (2) Over three months through 12 months, -t-':-=:-+-__-=:'=;;1

(3) Over one year through three years, +=+-_-;:;;;;'-;;-:;;:;i

(4) OVer three years through five years ---------------------t~:_:.._II_--_='::=1 (5) Over five years through 15 years,--- +-:-:=:-t-__--='==1

(6) Over 15 years, -,

~. Loans and leases (reported in Schedule RC-C, part I, Items 1 through 10, column B, above)

with a REMAINlNG MATURITY of one year or less (excluding those in nonacaual status) ---I...:..::c..c....JL-__--'----'

(1) The $3Q{J million asset size test is generally based on the total assets reported on the June 30, 2007, Report of Condition.

(2) Report flxed rate loans and leases by remaining maturity and floating rate loans by next repridng date.

(3) Sum of Memorandum items 2.01.(1) through 2.01.(6) plus total nonaa:rual dosed-end loans seaJred by first liens on 1-4

family residential properties Induded In Schedule RC-N, Item 1.c.(2)(a), cclumn C, must equal total cl06ed-end loans secured

by first liens on 1-4 family residential properties from Schedule RC-c, part I, Item 1.c.(2)(a), column B.

("') Sum of Memorandum Items 2.b.(1) through 2.b.(6) plus total nonaCCI'IJalloans and leases from Schedule RvN, sum of items 1 throu!,tl8,

column C, mInus nonaccrual closed-end loans secured by first liens on 1-4 family residential properties Induded In Schedule RC-N,

item 1.c.(2)(a), oolumn C, must equal total loans and leases from Schedule RC-C, part I, sum of Items 1 through 10, column B, minus total

closed-end loarls secured by first liens on 1-4 family residential properties from Schedule RC-C, part I, item l.C,(2)(il), column B.

10. Lease financing receivables (net of unearned Income) _

a. Leases to indivIduals for household, family, and other personal

expenditures (i.e., consumer leases) --------------1r==-I----~ b. AU other leases _

11. LESS: Any uneamed Inoome on loans reflected in Items 1-9 abov"- _

12. Total loans and leases, net of unearned Income (sum of Items 1 through 10

mlnus Item 11) (must equal Schedule Re, sum of itemS 4.a and 4.b) _
Allied Fil'lt Ban& S8

Legal TItle of Bank

ForC certificate Number: 55130

SUbmitted to CDR on 1/2B/2009 at 3:59 PM

FFrEC 041

Page RC-9

I 21

Schedule RC·C-Continued

Part I. Continued

Memoranda - COntinued DoDar Amounts In Thousands

3. loans to finance commertlal real estate, construction, and land development /Ictivitles

(not secured by real estate)

induded in Sdledule RC-c. part I, Items 4 and 9, column B(5) ------

4. Adjllstable rate closed-end loans secured by fIrS!: liens on 1-4 family residential propertles

(Included In SChedule RC-C, part I, Item 1.c.(2)(a), column B), _

5. To be completedbybanks with $300 mUl/on ormore In total assets: (6)

Loans secured by real estate to non-U.S. addressees (domldle)

(Included In Schedule RC·c. part I, items 1.a through 1.e, column B) _

Memorandum Item 61s to be completed by banks that (1) together with affiOated instituhans, have outstanding

credit cardreceivables (as definedin the instJvctions) that exceed$500 mUl/an as ofthe report date or(2)

are credit cardspedalty tJanks 8$t:kfined ror Unifonn Bank Performance Reportpurposes.

6. Outstanding credit card fees and finance charges included in Schedule RC-c.

part I, item 6.01. _

/tIemorilndum itfJm 716 to be CDmpletedbyallbanks.

7. Purchased Impaired loans held for investment accounted for In accordance with AICPA

Statement of Position 03-3 (exdude loans held for sale): a. Outstanding balance, F"-"-Jj-------;;j

b. Carrying amount Induded in Schedule RC-C, part I, items 1 through 9, _

B. Closed-end loans with n~atlve amortization feal1Jres secured by 1-4 familv residential properties:

a. Total canylng amount of dosed-end loans with negative amortization features secured

by 1-4 family residential properties (induded In SChedule RC-C, part I, Items 1.c.(2)(a) and (b)) _

Memorandum items 8.b and 8.c are to be completed bybanks thath<Jd dosed-endloans

with negative amortfsfion rfNJwres secured by 1-4 family residentialproperties {asreported

in SChedule RC-c, PJrt1, Memorandum item 8.a.} as ofDecember 31, 20()7- tJlat exr:eeded

/he lesser of$100 million or5 percent oftoelloans andleases, netofunearnedincome

(as reportedinSdledule RC-c, part 1, item 12- column B).

b. Total maximum remaining amount of negative amortization contractually permitted on

close~nd loans secured by 1-4 family residential properties _

c. Total amount of negative amortization on closed-end loans secured by 1-4 family resldenUal

properties Included in the carrying amount reported in Memorandum Item B.a above ~~jj;;---I •••

9. Loans seaned by 1-4 family residential properties in protess offoredo5ure (included in

SChedule RC-C, part I, Items 1.e.(I), 1.c.(2)(a), and 1.c.(2)(b)), _

Memorandum Item510 8IIdJJ are to be completed byba"ks that have eJBCted to measure loans

IncludedInSt:hedU/e RC-e; pilrtJ; itemS J thrtJU(Jh 9, ~t fair value under a Fair value option.

10. Loans measured atfair value (Induded in Sdledule RC-C, part II Items 1 through 9):

B. Loans secured by real estate:

(1) Construction, land development, .md other land loans'-- r-'=..,-__---;:;-;A'I

(2) Secured bV farmland (Including farm residential and other improvements) _

(3) secured by 1-4 family residential propertim

(a) Revolvingl open·end loans 5eQ1red by 1-4 family residential properties

and extended under lines of credi.... t ••••••••

(b) Closed-end loans secured by 1-4 family residential properties:

(1) Secured by first liens'------- t-'-=-"-j- ""'W'A4

(2) Sec:ured by junior lIens, '--'-";:=..JL...- --'

(5) Exclude loans secured by real estate that are induded in Schedule RC-C, part 11 items La through LeI column B.

(6) TIle $300 million asset SIze test is generally based on the total assets reported on the June 30, 2007, Report of Condition.

M.3

M.4

M.5

M.7.a

M.7.b

M.B.a

M.8.b

M.8.c

M.9

M.1D.a.l

M.l0.a.2

M.l0.a.3.a

M.l0.a.3.b.l

M.l0.a.3.b.2
Allied First Bank, S8

Legal Title of Bank

FDIC Certificate Number: 55130

Submitted to O>R. on 1/28/2009 at 3:59 PM

FfIEC 041

Page RC-IO

I 22

M.1l.a.3.a

M.ll.a.3.b.1

M.ll.a.3.b.2

M.ll.aA

M.ll.a.S

M.l1.b

M.IO.aA

M.IO.a.S

M.IO.b

M.H.a.1

M.11.a.2-

M.IO.c.1

M.IO.c.2

M.IO.c.3

M.IO.d

Schedule RC-C-Continued

Part I. Continued

Memoranda - COntinu Dollar Amounts in Thousands

10. a. (4) Secured by multifamily (5 or more) resIdential propertles ~~I_-~.......;;,;,;i

(5) secured by nonfarm nonl'4lSidentlal propertles~ ~~Ib. Commercial and industrial 108n5, -- 1

10. c. toans to indivldual5for household, family, and other personal

expenditures (i.e., consumer loans) (includes pUrdlaHd paper):

(1) Credit wnls~ ~~_--~

(2) other revolving credit plans, - __--1~!!!_Jr__--~.;;;i

(3) Other c:onsumer loans (includes single payment, Installment, and all student loans)__-!-!~4_---..;.::;:I d. other loan5 _

11. Unpaid principal balance of loam, measured at fair value (reported In SChedule RC-C,

part I, Memorandum item 10):

a. Loans secured by real estate:

(1) Conlitnlction, land development, and other land Ioans, f-=~---__,i~

.(2) Secured by'farmland (induding farm residential and other improvementsl _

(3) Secured by 1-4 family residential properties:

(a) Revolving, open-end loans secured by 1-4 family residential properties

and extended under lines of credit _

(b) Closed-end loans secured by 1-4 familv residential properties:

(1) secured by first liens. f-..!2:!::!...I- ~;:I

(2) secured bV junior liens'-- ---1...!.2~I--__......:=.:j

(4) secured by multifamily (5 or more) re51denlial properties. f-!-:~+---""":..:;,:.;l

(5) Secured by nonfarm nonresidential propeltles, f-~~----:-::.,.,;j

b. Commercial and Industrialloans _

c. Loans to indiViduals for household, family, and other personal

expenditures (i.e., consumer toans) (incl~des purchased paper):

(1) Credit cards F598 NlA M.ll.c.l

(2) Other revolving credit plans FS99 NlA M.ll.e.2

(3) Other consumer loans (includes single payment, im.tallment, and all student IOiln5)__--I-!F6~OD!.-j...--_....:N:.::l::...:jA M.Il.e.3

d. Other loans F601 NtA M.ll.d
Allied First Bank, SB

Legallltle of Bank

FDIC Certificate Number; 55130

Submitted to (DR on 1/28/2009 at 3:59 PM

FREe 0'11

Page Re-11

I 23

Schedule RC-D - Trading Assets and Liabilities

Schedule RC-D Is to be completed by banks that reported avenge trading assets (Schedule RC-K, item 7)

of $2 million or more in any of the four preceding calendar quarters.

6.C.l

6.c.2

6.c.3

6.d

9

11

12

6.a.3.i1

4.b

4.c

5

6.a.3.b.l

6.a.3.b.2

6.a.4

6.a.S

6.b

6.a.l

6.a.2

4.a

1

2

3

Dollar Amounts In Thousands

ASSETS

1. U.S. Treasury securltles .....,:=+----~:,.:i

2. U.S. Government agency obligations {exclude mortgage-backed securities), -l..::::::~---___=.;:,:,:i

3. securities ISSUed by states and political subdiviSions in the U.S., _

4. Mortgage-backed securities (MBS):

a. Pass-through securities Issued or guaranteed by FNMA, FHL.MC, or GNMA,~:;m:;A-------_.iiiI ••••

b. other mortgage-backed securities issued or guaranteed by FNMA, FHLMe, or GNMA

(Indude CMOs, REMICs, and sttipped MBS), ---I-..::::::::.+ .....:..:::.:..:i

c. AU olher mortgage-badced securtties. ---I-...:::::~-----..,;.::.:...:j

S. Other debt securltles, '---_----

6. Loans;

a. Loanssec:ured real estate:

(1) Construction, land development, and other land loans' f.L!!!~---___=~

(2) secured by farmland (Inc:ludlng farm residential and other improvements)' _

(3) secured by 1-4famJly residential properties:

(a) Revolving, open-end loans secured by 1-4 family residential properties

and extended under lines of credit.... _

(b) Closed-end loans secured by 1-4 family residential properties:

(1) Secured by first lIens. I-~4_---~:,.:i

(2) Secured by Junior liens•...;.'-- +'~4_---~

(4) Secured by multifamily (5 or more) resldenlial propertles'---- I-!::l!;!;L!- ..-:...:::..:..:t

(5) secured by nonfarm nonresidential properties, i-!::!!::.:4---_~~

b. Commerdal and induslrialloans, _

Co Loans to individuals for household, tamily, and other personal

expenditures (i.e., consumer loans) (inc:ludes purchased paper):

(1) C1"ed"1t cards, i-!~4-----~

(2) other revolving credit plans, __f...:..::::~---......,d

(3) other consumer loans (includes single ~ayment;. installment;. and all student loans)__~~+---....;.:.:..:1

d. Other loans

1. and 8. Notappllca~bbil;e--------------------------- ••••••••

9. Other tradIng assets _

10. Not applicable

11. DelivatlVes with a paSillve fair value -----------------------+-.=::....:-=-+------:-;:7:1

12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5), .J-:=:....L.. ...:..::.::J

13.a

13.b

14

15

RCON Bill Mil 111lou

35'16 N/A

F6Z4 N/A

air value 35'!7 N/A

of items 13.a through 14) (must equal Schedule RC, item 15) 3548 NlA

UABILITIES

13. a. Liability for short positions

b. Other trading liabilities

14. Derivatives with a negative

1S. Total trading liabilities (sum
Allied First Bank.sa

L.egallltle ofBank

FDIC CertiflCillE! Number: 55130

Submitted to CDR on 1/28/2009 at 3:59 PM

FAEC 041

Page RC-12

I 24

SChedule RC-D - Continued

M.3.a

M.3.b

M.l.a.3.a

M.l.a.3.b.!

M.1.a.3.b.Z

M.1.a.4

M.1.a.5

M.l.b

M.l-a.!

M.1.a.2

M.l.c.l

M.1.c.2

M.l.c.3

M.l.d

Dollar Amounts In Thousands

Memoranda

1. Unpaid principal balance of loans measured atfair value (reported In SChedule RC-D,

Items 6.8.(1) through G.d}:

a. Loans secured by real estCIte:

(1) Construction, land development. and other land loans'-- r~::y.---~;;;:I

(2) Secured by farmland (inclUding farm residential and other improvementsl _

(3) Secured by 1~4 family residential properties:

(al Revolving, open-end loans secured by 1-4 family residenthlll properties

and extended under lines of credit

(b) Closed-end loans secured by 1-4 fam;;liiily~res;;iidd;en;.ti~·a;l1;Pro;;pe;rtrt,j;es;:~--------lii••

(i) secured by flra liens f~~---~

{2} secured by junior liens, ---l~~I_--__:~

(4) SeCured by multifamily (5 or more) residential propertles, f-!~'+----~

(5) Secured by nonfarm nonre51dentlal propertlesL- fo"~4-----~~

b. COmmerdid and Industrlalloans, -- _

c. Loans to individuals for household,family, anc:t other personal

expenditures(i.e., consumer loans) (Includes purchased paper):

(1) Credit cards, ~~~---;.;~

(2) OUter revolving credit plans, -+..l:2:!:4--_--:,.::::::!

(3) OUter consumer loans (Includes single p;lyment, installment, and all student loans)__..+-!~~---~:...:j

d. Other loan5. _

2. Not applicable

3. Loans measured at fair value that are past due 90 days or more:(1) a. Fair value --- .f-!-!!:!2.+-

b. unpaid prindpal balanw _

Nsmofi1ndum items 4 through JO are to be mmpJetedby banks thatreportedaverage

trading lIssets (Schedule Re-K, item 7) Df$~ b/1litJIJ Drmore in anyofthe four pl'fJCeding

calendar quarters.

4. Asset-backed securities:

a. Residential mortgage-backed securities I....!..!!~---___:_=:71

b. Commerdal mortgage-backed securitles'-- -+!:2:!~---~=::::I

Co Credit card receivables'-- _

d. Home equity lines f-!..!!:!:4----~:..,.:i

e. Automobile loans'-- -I-~~ ....;~

f. Other consumer loans, _

g. COmmerciallllnd Industrialloans, f-'~!..f- ~i:1

h. Ottler ,~

S. Collateralized debt obligations: a. Synthetic, f-!~4----~~

b. Other .J-.!=~_1_---~

6. Retained benefldallnterests In securitizations {first-los5 or equity trilnmes)-------1•••

7. Equity securities:

a. Readily determinable fair values, +!..24-----:-:::7I

b. Other j....!:!!~~--~::::J

8. loans pendIng 5ecuritization l~~ ._:..~
Allied First Bank, 58

Legal Title of Bank

FDIC Certificate Number: 55130

SUbmitted to CDR on 1/28/2009 at 3:59 PM

Schedule RC-D - Continued

Memoranda· Continued

Dollar Amounts in Thousands

9. Other trading assets (ltemia and describe BII'Iounts intlucled In SChedule RC-D, item 9,

that are greater than $25,000 and exceed 25% of the Item):

a. F655 NJA

b. F656 NlA

c. F657 NlA

10. Othertrading liabilities (Itemize and describe amounts induded In SChedule R.C-O, item

13.b, thatare greater than $25,000 and exceed 25% ofthe item);

a. F658 NlA

b. F659 NfA

c. F660 NlA

F6SS

F659

F660

FFIEC 041

Page RC-13

I 25

M.9.a

M.9.b

M.9.c

N/A M.I0.a

NlA M.I0.b

NlA M.I0.c
Allied First Bank,. S8

legllllitle of Bank

FDIC certificate Number: 55130

Submitted to CDR on 1/28/2009 at 3:59 PM

FfIEC041

Page RC-14

I 26

Schedule RC-E-Deposit Liabilities

Dollar Amounts in Thousands

Deposits of:

1. Individuals, partnerships, and corporations

(include all certified and offidal checks), -I-=.:..::.+---~=

2. U.S. Governmen,'-- --1-=::.=..j

3. States and political subdivisions in the U.S.. 4oiii

4. COmmercial banks and other depOSitory

Institutions In the U.S.. --lo..:.:.:~------:.

S. Banks in foreign countries

6. Forelgn govemments and ·~ofIiffidCja~'hin~stitii·t~U~tiO;;ns;;-------.i •••••

(InclUding foreign central banks), _

7. Total (sum of items 1 through 6) (sum of

columns Aand Cmust equal Schedule Re,

item 13.a} .i.-=:::.::..JL-_--===-=:...L__.....:..::l..:.:::.L:=..L-__=:..=I

Memoranda

Dollar Amounts in Thousands

1. Selected components of total deposits (i.e., sum of item 7, columns Aand C):

a. Total IndIVIdual Retirement Accounts (IRAs) and Keogh Plan accounts, -If-=~I- __....;,.:~

b. Total brokered deposlts. .l.Iiiiii

c. Fully Insured brokered deposits (included in Memorandum item l.b above): (I)

(1) Brokered deposits Issued In denominations of less tha" $100,000,--.;;;;.;;-- ••••••• (2) Brokered deposits Issued In denominations of $100,000 and certain brokered

retirement deposit accounts _

d. Maturity data for brokered deposits:

(1) Brokered deposits Issued in denominations of less than $100,000 with a remaining

maturity of one year or less (induded in Memorandum item 1.c.(l) above)-;~-------.iiI•••IIi.

(2.) Broker-ed deposits issued In denominations of $100,000 Dr more wIth a remaining

maturity of one year Or less (included in Memorandum item l.b above) --I

e. Preferred deposits (uninsured deposits or states and political subdivisions in the U.S.

reported in Item 3 above which are seQJred or collateralized as required under state law)

(to be completed for the December report only) _

2. Components of total nontransactlon accounts (sum of Memorandum items 2.a through 2.c

must equal item 7, column Cabove):

a. Savings deposits:

(1) Money market deposit accounts (MMDAs) +=+ ~~

(2) Other savings deposits (exdudes MMDAs},__ f-::::::=+__~~

b. Total time deposits of less than $100,ODOr ---l....:.:..:.=..f__---:~::=1

c. Total time depositS of $100,000 or more,~;;di(;;ghpj;~~~~~Ied;_---------.iiI ••••• (1) Individual Retirement Accounts (lRAs) and Keogh Plan accounts Included in

Memorandum item 2.c, "Total time deposits of $100,000 or more," above -L:.:=-L-__-==..:.:.J

1

2

3

4

5

6

M.1.a

M.1.b

M.l.c.l

M.l.c.2

M.1.d.1

M.l-eI.2

M.1.e

M.2.a.l

M.2.a.2

M.2.b

M.2.c

M.2.c.l

(1) Report brokered retirement deposit accounts eligible for $250,000 in deposit Insurance coverage in Memorandumitem 1.c.(l) only If they

have been issued in denominations of less than $100,000 (see instructions). Report brokered retirement depOSit accou'lts in Memorandum

Item I.c.(2) If they have been Issued either in denominations of exactly $100,000 through eJ<ilctly $250,000 or In denominations greater

than $250,000 and partidpated out by the broker In shares of exactly $100,000 through exactly $250,000 or less.
Allied first Bank, 58

Legallitfe of Bank

FDIC Certificate Number. 55130

Submitted to COR on 1/28/2009 at 3:59 PM

FfIEC041

Page RC-15

I 27

Schedule RC-E-Continued

Memoranda - Continued

3. MallJrlty and repricing data for time deposits of less than $100,000:

a. lime deposits of less than $100,000 with a remaining maturity or

next repridng date of: (1, 2)

(1) Three months or Icss'-------- r=+__-;:.:.:-::::I

(2) OVer three months through 12 months'-- -I-'-'~+---"":"":'~

(3) OVer one year through three years,----------------------+-:=-:+--"""'7.~;=t (4) Over three years. _ b. lime deposits of lessthan $100,000 with a REMAINING MAl1JRITY of one year or less

(Included In Memorandum items 3.a.(!) and 3.a.(2) above) (3) -'

4. Maturity and repridng data I'ortime deposits of $100,000 or more:

a. ilme depoSits of $100,000 or more with a remaining maturity or

next reprldng date of: (1, 4)

(l) Three months or less'---- t_:_::_:_::_+_--___=_~:::I

(2) Over three months through 12 months, ~~+_--~_=::i

(3) Over one year through three years +=+__-';:::.;;;::::i

(4) Over three years~~;;;;;;;;~;REM,~iN(;MAniRrffi~;;;~~~;-------1 •••••• b. lime deposits of $100,000 or more with a REMAINING MATIJRllY of one year or less

(Induded in Memorandum items 4.a.(1) and 4.a.(2) above} (3), ..L.:.:::..:=..L--_..:...:..:.::..:..:.J

(1) Report fixed rate time deposits by remaining maturlty and floating rate time deposits by next repricing date.

(2) Sum of Memorandum items 3.a.(l) through 3.a.(4) must equal Schedule \1.C-I;, Memorandum item 2.b.

(3) Report both fIXed and floating rnte time deposits by remaining maturity. Exclude floating rate time deposits with

a next repricing date of one year or less that have a remaining maturity of over one year.

(4) Sum of Memorandum Items 4.a.(1) through 4.a.(4) must equal Schedule RC-E, Memorandum Item 2.c.

M.3.a.1

M.3.a.2

M.3.a.3

M.3.a.4

M.3.b

M.4.a.l

M."I.a.2

M.4.a.3

M.4.a.4

M.4.b
Allied First Bank, sa

Legallltle of Bank

FDIC certificate Number: 55130

Submitted to CDR on 1/28/2009 at 3:59 PM.

FFIEC 041

Page RC-16

I 28

Schedule RC-F-other Assets

Dollar Amounts in Thousands RCON BII I Mil I 'Thou

666 1

1,218 2

6.a

G.b

6.c

G.d

6.e

6,f

6.g

7

3.a

3.b

4

5

6

2166 282

1578 0

COlO 0

C'I36 0

35'19 0

355D 0

3551 0

a. b• ...I1eC! ~=~~~=======t1~==:=g c.

d. Retained interests in accrued interest receivable related to

~_ e. 3549

f. 3550

g. 3551

7. Total (sum of ItEms 1 through 6) (must equal Schedule RC, Item 11), "'---_"'---__---''--'

1. A<:x:Tued interest receivable (1) B556

2. Net deferred lax assets (2), 2148

3. Interest-only strips receivable (not In the form of asewrlty) (3) on:

a. Mortgage loans. +~~----_:::I

b. Other tlnandal assetsi f-.:.::-:::-f -::-:;:;;::::!

4. Equity securities that DO NOT have readily determinable fair values (4l -+-=~---=~

5. Ufe insurance assets,- --+-=:-::-t:--__---:;;!

6. All other assets (itemize and describe amounts greater than $25,000 that exceed 25% of this ilem), _

TEXT

Schedule RC-G-other Liabilities

Dollar Amounts in Thousands Bill Mil IThou

4.a

4.b

4.c

4.d

4.e

4,f

4.g

5

2932

C012

3066

COil

e. 1-::-:==-+- +-'-'355:.:.::..2+- ---;:-

f. 1--::=-+- +..:::35::5.:..3+- ---;;,

g. L.-:.:"'-"'--- .L..;;.;35;;;54..:..l.. --'-

5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) --1...:=:...&...----=-=

1. a. Interest accrued and unpaid on deposits (5) 0 1.a

b. Other expenses accrued and unpaid (indudes'-a-c-cru-ed-in-CO-m-e-tax;-e-s-pa-yab--Ie-)----------+-:':-:":;------:4;:;77::;1 l.b

2. Net deferred tax liabilities (2) 0 2

3. Allowance for credit losses on off--balance sheet credit exposures 0 3

4. At other lIabllllles (Itemize and describe amounts greater than $25.000 that exceed 25% of this Item) 455 4

TEXT

(1) Indudes accrued Interest receivable on loans, leases, debt securities, and other Interest-bearing assets.

(2) See discussion r:l deferred Income taxes In Glossary enlry on "Income taxes."

(3) Report Interest-only strips receivable In the form of a security as available-for-sale securities

in Schedule Re, item 2.b, or as trading assets in SchedUle RC, item 5, as appropriate.

(4) Includes Federal Reserve stock, Federal Home Loan Bank stock, and banKers' bank stode.

(S) For savings banks, include "diVidends" accrued and unpaid on deposits.
Allied First Bank, 58

Legal Title of Bank

FDIC certificate Number: 55130

SUbmitted to CDR Dn 1/28/2009 at 3:59 PM

FFIEC 041

Page Re-17

I 29

Schedule RC-K-Quarterly Averages (1)

10

6.d.2

13

11.a

H.b

l1.c

12

7

8

9

6.d.l

4

5

6.b.1

6.b.2

6.c

6.a

2

3

1

Dollar Amounts in Thousands

ASSETS

1. Interest-bearing balances due from depository InstitutiOnS,j;;;;(2)" ••••••

2. U.S. Treasury securiUes and U.s. Government agency obUgations (2)

(excluding mortgage-backed securltles), +-==:-t_---:::-:;:t

3. Mortgage-backed securities (2)k;;;;-;~W;;J;;;~;;t;rt;;;;;;;d----------_. ••••• 4. All other securities (2,3) (Indudessecurities Issued by states and

politic!'1 subdivisIons In the U.S.), ~;;;.JI-------:-\

5. Federal funds sold and securltles purchased under agreements to reseJl, --__

6. Loans:

a. Total loans

b. Loans seCU~red;dbb;V-;;re;alt;esta;;;t;te;;-:------------------------· •••••

(1) Loans secured by 1-4 family residential propertiesj +:_:7.+--__;_;~_;:;I

(2) All other loans secured by real estate------------------~=_t_-__:~::::;;1

c. Commeroill and Industrfalloans

d. Loans to IndIVIduals for...hOUsehold.ld:",far;;;m~IIy~,~a~ndd. -;;;otht;;er~p;e~rs~o;:;;na;J1 ;exp;;;end;Wltur;;;es;;:~---------- •••••••• (1) Credit cardS -

(2) Other (indud~es~slj;;ngI~e;ppa~ym;;;e;,nt~,lrln;;sta~lIm~en;t:t,~a;Ull-;stu~dent;;kloa;;ns;;, -------------.•••

and revolving credit plans other than credit cards) _

7. TO be completedbybanks with $100million ormore in total assets: (4) Trading assets, I-::-::-+ -;:1

8. lease fJnandng receivables (net of unearned income), +=+-_~:_;;::::l

9. Total assets (5) _

LIABILITIES

10. Interest-bearing transaction accounts (NOW accounts, AlS aCOJunts, and telephone and preauthorlzed transfer aCO'JUnts) {exdude demand deposlts) _

11. Nontransaetion acoounts:

a. Savings deposits (Includes MMDAs), - f-..:.:.:~--__::='_:=l

b. Time deposits of $100,000 or more ----------~"""'='_:_t--__:~=i

c. TIme deposits of less than $100,OOO~ ___1I_:::~/_--.;;;.;.:.~

12. Federal funds purchased and securltles sold under agreements to repurchase~ _

13. To be rompletedbybanks with $100 mIl/ion orfT1OI'e in totalassets: (4)

Other borrowed money [Includes mortgage indebledness and obligations under

capitalized Jeases) L::.:=.::...JL.---_........;;.:;.:.;;..;.,;",J

Memorandum

1. MemOI8ndum item 1 is to be completed by: (4)

• banks wilil $3romillion ormore in /fJtal assets; and

• banks with less than $300 mIllion In rotal assets t!Iat have loans

lrJ finance agriculturalproduction and otherloans to farmers

(Schec1ule RC-C; fJiJrt.t item 3) exceeding five percent oflolalloans.

loans to finance agriCUltural production and other loans to farmers, --L::..:.:.:-'- -'

(1) For all ilems, banks have the option of reporting either (1) an average of DAlLY figures for the quarter,

or (2) an average of WEEKI.Yligures (i.e., the Wednesday of each week of the quarter).

(2) Quarterly averages for all debt seCUrities should be based on amortized cost.

(3) Quarterly averages for all equity seOJrlties should be based on historical cost.

(4) The asset size tests and the five percent of total loans test are generally based on the total assets and total loans reported on the

June 30, 2007, Report of Condition.

(5) The quarterly average for total assets should reflect all debt securities (not held for trading) at amortized cost, equity

securities with readily determinable fair values at the lower Of cost or fair value, and equity securities without readily

determinable fair values at historical cost.
Allied First Bank, S8

legal r,tle ofBank

FDIC certificate Number: 55130

Submitted to COR on 1/28/2009 at 3:59 PM

FFlEC041

PageRC-18

I 30

Schedule RC-L-Derivatives and Off-Balance Sheet Items

Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts

reported in SChedule RC-L are regarded as volume Indicators and not necessarily as measures of risk.

Dollar Amounts in Thousands

9

10.a

10.b

lO.c

10.d

10.e

9.a

9.b

10

7.b.(1)

7.b.(2)

8

7.a.(1)

7.a.(2)

7.a.(3)

7.a.(4)

l.a

l.b

6

g.c

9.d

9.e

9.1

l.c.1.b

1.c.l.a

1.c.2

1.d

1.e

2

2.a

3

3.a

4

(Column B)

3555

3556

355'

C978

(ColumnA)

3435

b. 5592 5592

c. 5593 5593

d. 5594 5594

e. 5595 5595

3432

a.~=~~~=====t1~~ ~~

c. Standby letters of credit Issued by a Federal Home Loan 8ank

7. Credit derivatives:

a. Notional amounts: RCON Sill MII111lou RCON Bil I Mil IThou

(1) CredIt default swaps -+C9==68+ 0+C9::;.6;,;.9+- .......-::0

(2) Total return swaps -+-C9=70+ -:0~C9:.-7...;.1+_---___=O

(3) Credit options +C9:-:-'_2+- ---,0:r-C9:-'_3-t- ---=0

(4) other credit derivatives 1.C9.7."•••••O.C9.7.5... a

b. Gross fair values:

(1) Gross positive fair value.-----------t-:"==+-----=t-==+-----::'

(2) Gross negative fair value --"-_"'-'- ----L_---' _

8. Spot foreign exchange contr<lcts'-;(e;~~;;;~~O(i;;;;;;-;;jd.~;;-~;--------- ••••••• 9. All other off-balance sheet llablnties (exdude derivatives) {itemize and describe each

component of this Item over 25% of SChedule RC, item 28, "Total equity capitalU ), _

TEXT

1. Unused commitments:

a. Revolvtng, open·end lines secured by 1·4 family residential properties, e.g., home equity lines ~;.;;.;.+----,..;~

b. Credit card Unes'-- _

c. (1) Commitments to fund commerdal real estate, construetfon, and land development loans

secured by real estate:

(a) 1-4 family residential construCtion loan commitments _

(b) Commercial real estate, other constl'\lction loan, and land

development loan commitments --;,~~~~~:dIc;;;d_;;;k;;;;;tr;;;-----••• (2) CommlbTlents to fund commercial real estate, constructlon, and land development loans

NOT seaJred by real estate, i--=:.=..:+- ----:"

d. securities underwritingl 'I-"~+_--___=__:=1

e. other unused commllments,"'---=-=-c__ ....:'....:'....:'-"""-....:'....:"'",,-=-.::::--"--....;:;=-...--- ~~~-----'---::1

2. Flnanctal standby letters of erectl

a. Amount of flnandal standby le~ttt;;e;.rs;_;o~f~a;;e;ddltit~oo;;;n;v;;;ev~ed;tjto;;;oUth;e;;rs======TI~r====~~IIII ••1

3. Perfonnance standby letters of aedi,"-- ---,~:::_r----_;::

a. Amount of performance standby letters of credit conveyed to others. ....--I-===-L..- --"-

4. Commercial and similar letters of credit, - _

5. Not applicable

6. securities lent (Including customers' securities lent where the customer is indemnified

against loss by the reporting bank) -r- .,..- _

d. 3555

e. 3556

f. 3557

10. All other off-balance sheet assets (exclude derivatives) (itemize and describe each

component of this item over 25% of SChedule RC, Item 26, 'Total equity capital") _

TEXT
AIDed First Bank, 5B

Legallllle of Bank

FDIC ~t1cate Number: 55130

Submitted to COR on 1/28/2009 at 3:59 PM

FFlEC 041

Page RC-19

I 31

Schedule RC-L-Continued

1l.a

!l.b

0 12.a

RCON8700

0 12.b

_.RCO!,!87Q4.

0 12.c.1

ROON8708

0 12.c.2

RCON 8712

0 12.d.1

RCON 8716

0 12.d.2

RCONSnO

0 12.e

ROON8n4

13

14

14.a

IS.a.l

15.a.2

0 IS.b.1

RCON8748

0 15.b.2

Dollar Amounts In Thousands

RCON 8741

RCO!'l8709

RCON 1\126

RCON 8701

b. Forward contracts. --l- .:..

Co Exchange-traded option conlracts:

(1) Written options. ---+-

(2) Purchased optlons'--- -Id. Over-the-counter option contracts:

(1) Written opttons, ----J.-

(2) Gross negative fair value,~;_--1 ••••111i

b. Contracts held for purposes other

than trading:

(1) Gross positive fair value, ~------::

RCON34S0

RCON 8713

RCON 8705

RCON8737

(2) Purchased options, -I- ....._::.

RCON 8697

RroN 8745

(2) Gross negative fair value, ---I. .....:J

11. Year-to-date merchant credit card sates volume:

a. Sales for whim the reporting bank is the acquiring ban"--- ~=+_---~

b. Sales for which the reporting bank Is the ag;en~t~b~an:.:\c:...:wl:th;.:r~Is~~;::::~==~=;:===;:========~==:::;========~

Dollar Amounts in Thousands (Column A)

Interest

Derivatives Position Indicators Rate

COntracts

12. Gross amOLl1ts (e.g., nolional amounts)

(for each oolumn, sum of items 12.a through

12.e must equal sum of Items 13 and 14):

a. Futures contracts, -I---_ ___=:

e. SwaPll -l- .:.

13. Total gross notlonat amount of

derivative contracts held for tradin9_--1•••

14. Total gross notional amount of

derivative contracts held for

purposes other than tradinQ ---+ .....:.

iI. I nteresl rate swaps where the bank

has agreed to pay a fixed rate~i;""-~ ••• 15. Gross fair values of derivative contracts:

a. Contracts held for trading:

(1) Gross positive fair value'--- --1~---........:J
Allied Rl'It Bank,sa

Legallllle ofBank

FDIC certilicate Number: 55130

Submitted to COR on 1/'JB/2009 at 3:59 PM

FFlEC 041

Page RC-20

I 32

SChedule RC-M-Memoranda

S.b.2

5.e

5.b,l.a

5.b.l.b

5.b.l.e

5.b.l.d

La

5,a.2

5.a.3

5.a.1.a

5.a.1.b

5.a.1.e

5.a.l.d

1.b

2.a

2.a.l

2.b

2.c

2.d

3.a

5508 0 3.b.l

5509 0 3.b.2

5510 0 3.b,)

5511 0 3.M

5512 0 3.b.5

cg79 0 3.b.6

2150 0 3.e

4.a

4.b

4.c

Number

Donar Amounts in Thousands

1. Extensions of aedit by the reporting bank to Its executive offlc:ers, directors, principal

shareholders, and their related interests as of the report date:

a. Aggregate amount of all extensions of aedlt to all executive officers, direetnrs, principal

shareholders,. and their related interests. _

b. Number of executive officers, directors, and principal shareholders to whom the amount of

all extensiOllS of credit by the reporting bank (indudlng extensions of credit to

related interests) equals or exceeds the lesser of $500,000 or 5 percent RCON

or total capital as defined for this purpose in agency regulations, ..L--=-6=.:16:.::.5...l-----0

2. intangible assets other than goodwiU:

a. Mortgage servldng assets, .-:-=:-.-- ---=__ (1) Estimated fair value of mortgage senlicing assets, ..J,..:A5.=..:.;9(}:...L----....:..r~~

b. Purchased credit card relationships and nonmortgage servicing assets, -t-;::..:.::::.-t---__

c. All other identifiable Intangible assets'--- -+-:-'::-:+ -=t

d. Total (sum Of Items 2.a, 2.b, and 2.c) (must equal Schedule R.C, item 10.b) _

_.3. Other real estate ~:__

a. Direct and indirect Investments in real estate ventures'--- _.•••••••

b. All other real estate owned:

(1) Construction, land development, and other land +_-+_------='

(2) Farmland f-':.:.:.:+-

(3) 1-4 Family residential propertles, +-....::.:..+----~

(4) Multlfamlly (5 or more) residential propertles, .~~+--------=1

(5) Nonfarm nonresfdenttal propertles +=+ ..;,

(6) Foreclosed properttes from "GNMA loans" ---I-=-~'-----~

c. Total (sum of items 3.8 and 3.b) (must equal SChedule Re, Item 7)

4. Invesbnents III unconsolidated subsidiaries and assodated companies:------------1••••••• a. Direct and indtrect investments In real estate venwres. +~+----_=i

b. All other Investments In unconsolidated subsidiaries and associated companles'--- I-::-''':-:-t- ---:'1

c. Total (sum of items 4.a and 4.b) (must equal Schedule RC, 112m 8) _

5. O!tler borrowed money:

a. Feeleral Home loan Ilank advances:

(1) Advaoces with a remaining maturity or next reprldng date of: (1)

(a) One year or less -------------------------+:=:-t---~:;:-;;:::::i (b) Over one year through three years ---1..;..;.:.=..j'_____=":~

(c) Over three yealS through five years -+::::-:"':-+__---:::='==1

(d) Over flve years

(2) Advances with a REMMA1AiNNiIiIN~G;_MMAA::ruruFRITYu:rfo~f~O;;;n;e~ye~a;;:-r~or~li;ess;c(lnlndcl~ud~ed~in;li~m;m;_-------I••••••

5.a.(1)(a) above) (2) -------------------------+-='"'+-----'----=1

(3) Structured advances (included in items 5.a.(1)(a) • (d) above) _

b. Other borrowings:

(1) Other borrowings with a remaining maturity or next repricing date of: (3)

(a) One year or less --------------------------+:=:-t------i:'l

(b) Over one year through three years ---------------------+..:...:.c~------=-l

(c) Over three years through five years --------------------+=-+-----=t (d) Over live years _

(2) Other borroWings with a REMAINING MATURITY ofone year or less ~nduded in

item 5.b.(1)(a) above) (4) ~.

c. Total (sum of items 5.a.(lXa)-(d) and Items 5.b.(1)(a)-(d}) (must equal Schedule RC, Item 16) ---'-~........__....;..;"--..J

(1) Report fixed rate advances by remaining maturity and floating rate advances by next repridng date.

(2) Report both fixed and floating rate advances by remaining maturity. Exclude floallng rate adVances with a next

repricing date of one year or less that have a remainIng maturity of over one year.

(3) Report fixed rate other borrowings by remaining maturity and floatlng rate other borrowings by next reprldng date,

(4) Report both fixed and floatIng rate other borrowings by remaIning maturity. Exclude floating rate other borrowings

with a next repridng date of one year or less that have a remaining maturity of over one year.
Allied First Bank, 58

Legal Title of Bank

FDIC certificate Number: 55130

Submitted to CDR on 1/28/2009 at 3:59 PM

Schedule RC-M-Continued

FFIEC041

Page RC-21

I 33

Dollar Amounts in Thousands

6. Does the reporting bank sell private label or third party mutual funds and annuities? ..L..:..=.."'O'-- ----' 6

BI/I Mil I Thou 01

7. Assets under the reporUng bank's management in proprietary mutual fUnds and annUltles, --'~ I 7

a. Primary Internet Web slte address of the bank (home page), if any

(Example: www.examplebank.com)

(TEXT 4087) http://www.alliedfirst.com 8

9. Do any of the bank's Internet Web sites have transactional capability, I.e., allow the YES I NO I

bank's customers to exerute transactions on their accounts through the Web site? .... YES 9

10. Secured IlabiUties:

a. Amount of "Federal funds pUrchased" that are secured (illCiuded in Schedule RC, item 14.a) _

b. Amount Of "Other borroiNings" that are secured (included in Schedule RC-M,

Items 5.b.(1){il)-(d) ...1-_"'--__---'

10.a

10.b
Allied First Bank, 58

Legallille ofBank

FDIC certificate Number: 55130

SUbmitted to COR on 1/28/2009 at 3:59 PM

FFIEC 041

Page RC·22

I 34

Schedule RC-N-Past Due and Nonaccrual Loans, Leases, and Other Assets

(Column A) (Column B) (Column C)

Past due Past due 90 Nonac:crual

3D through 89 days or mote

days and still and still

ac:crting accrulng

Bill Mill 1l1ou Bill MI 11lIou

1. loans seaJred by real estate:

a. Construction, land development, and other land loans:

{I) 1-4 family residential construction loans'--__

{2) Other construction loans and aU land

development and other land loans, -+-:..=.;:..+ ~..;.;;;,_=+----__:.1~.:...:....I_---~

b. Secured by fannJand, _

c. Secured by 1-4 family residential properties:

(1) Revolving, open-end loans secured by

1-4 family residential properties and

extended under nnes of credi"--- _

(2) Closed-end loans secured by 1-4 family

residential properties:

(a) 5eOJred by first Iiens. -+=+ ....:.;.=+-=~+---~~:::::_+---~

(b) Secu~d by junior Ilen5, ....

d. Secured by multlfamily (5 or mo~) residential

propertles, _

e. Secured by nonfarm nonresidential properties:

(I) Loans sel;ured by owne.....occupied nonfarm

nonresidential properties.-;r;;;;------1111•••••••••••••••••••• (2) Loanssecured by other nonfarm

nonresidential properties

2. Loans to deposltOlY instlt\ltions and '--------1••••••••••••••

acceptances of other oonks _

3. Not applicable

4. Commercial and industrlalloans'----- _

5. Loans to individuals for household, family,

and other personal expenditures:

a. Credit cards'----- _

b. Other (inclUdes single payment, Installment,

all student loans, and revolving credit plans

other than c~dlt cards)

6. loans to foreign govemmen;;;ts~a;nd~o;ftffikdlaa\\ -------•••

institutions. +-==+- -=+-==+ -:+=-=..::..+ -;.J

7. All other loans (l)--------------+-==.:+----=i-=~+_-----::t_.:.~+_---~ 8. Lease financing receIvables

9. Debt securitles and other asse;;;ts;C;(ex~c,~ud;e~o;;;thhEe;r-----l •••••••••••••••••••••

real estate owned and other repossessed assets) --L.:..:..:::....L. ....:J.~:.=....L ----'-L...=.::~L_ _

(1) lndudes past due and nonao;:;rual "Loans to finance agricultural production and other loans to fanners," "Obligations (other than

securities and leases) ofstates and political subdivisions in the U.S.," and "Other loans.·

l.a.1

1.6.2

l.b

1.e.1

I.c.2.a

l.c.2.b

l.e.l

l.e.2

2

4

S.b

6

7

6

9
Allied First Bank, 58

Legallltle of Bank

FDIC Certificate Number: 55130

Submitted to CDR on 1128/2009 at 3:59 PM

FFIEC 041

Page RC-23

I 35

Schedule RC-N-Continued

lO.b

10

10.a

{Column q

Nonaccrual

Bill Mililhou

(COlumn B)

Past due 90

days or more

and still

accruing

Amounts reported In Schedule RC-N, Items 1 through B, above Indude guaranteed and unguaranteed portlons of past due and

nonaccrual loans and leases. Report in item 10 below certain guaranteed loans and leases that have already been Induded in

the amounts reported in items 1 through B.

Dollar Amounts in Thousands RCON

10. Loans and leases reported In Items 1

through 8 above Which are wholly or partially

guaranteed by the U.S. Govemment. _

a. Guaranteed portion of loans and leases

induded in item 10 above (exdude rebooked "GNMA loans"

b. Rebooked "GNMA loans" that have been

repu!chased or are eligible for repW'Chase included

In item 10 abov .L.-_"'--- ...L..:.'--........ --'--_....... ......
Allied First Bank,. 58

Legal Title of Bank

FDIC certificate Number: 55130

Submitted to CDR on 1/28/2009 at 3:59 PM

FFIEC041

Page RC-24

I 36

M.l.a

M.3.b

M.S.b.l

M.5.b.2.

M.3.c

M.3.a

M.4

M.5.a

M.3.d

M.2

M.1.b

(COlumnq

Nonaccrual

BD IMil 111'Iou

(Column A)

Past due

30 through 89

days and still

accruing

Dollar Amounts In T110usand

SChedule RC-N-Continued

Memoranda

1. RestructUred loans and leases Induded In Schedule RC-N,

items 1 through 8, above (and not reported In

SChedule RC<. Part I, Memorandum Item 1):

a. Loans secured by 1-4 family residential

pl'(lperties'-- _

b. Other loans and all leases {exdude loans to

individuals for household. family, and other

personal expenditures), _

2. Loans to finance mmmerdal real estate,

construction, and land development actiVities

(not SBcured by real estBteT - induded In Sdledule RC-N, items 4 and 7, above, -'

J. Memorandum items 3.a through 3.d are to be completed

bybanks with ;300 mllHon or more In totalassets: (1)

a. loans secured by real estate to non-U.S. addressees

(domicile) (Included In Schedule RC-N, Item 1, aboveJ _

b. loans to and acceptances of foreign banks

(Induded In SChedule RC-N, Item 2, above) _

c. COmmercial and industrial loans to non-U.S.

addressees (domidle) (InclUde<! In

Sdledule RC-N, Item 4, above) _

d. Leases In Individuals for household, family,

and other personal expendilllres (induded

in Schedule RC-N, Item 8, abOve) ----------1

Memorandum item 4 Is to be completed by: (1)

• banks with ;300 mUOon ormore In rotal assets

• banks with less than $300 million or mare in lDtaJ assets

thathave loans to tlnanre agriculturalproductJon 817d

otherloans to farmers (Schedule RC-C part!- Item 3)

exceedIng five percent oftolelloans:

4. Loans to finance agricultural production and other loans to

farmers (induded In Schedule RC-N, item 7, above) ,...J

5. Loans and leases held for sale and loans measured at fair

value (induded Schedule RC-N, Items 1 through B, above):

a. loans and leases held for sale'----- _

b. Loans measured at fair value:

(1) fair value, -+~_+----+:..:..:..:=+_----+:..:..:..:+---~

(2) Unpaid prln~lpal balance, .L--:-::,;;;..L- ;;..L...;;=:;;'-'- ....;.L.:...:.:.:;..J. ....;..j

(1) T11e $300 million asset size test and tile five percent of total roans test are generally based on the total assets and totallocns reported on

the June 30, 2007, Report ofCondition.
AJUed First Bank, 58

Legal Title of Bank

FDIC certificate Number: 55130

Submitted tD CDR on 1/28/2009 at 3:59 PM

Schedule RC-N--continued

FFIEC 041

Page RC-25

I 37

I

CON

7. Addillons to nonaccrual assets during the quarter ---, C410

8. Nonaccrual assets sold during the quarter --- C411 .

Memorandct-Continued

(ColumnA)

Past due 30

Dollar Amounts In Thousands through 89 days

MemoriJnc!lIm Item 6isto be completed by RCON Bli IMil IThou

banks with $300 mUllan ormore in tofll!assets: (1)

6. Interest rate, foreign exchange rate, and other

commodity and equity contracts:

Fair value of amounts carried as assets'-- ...L.;;,;;.;;;......... ....L.,;:.;...;.;....... ...... M.6

..,,,,,.... M.7

M.B

(1) The $300 million asset size test Is generally based on the total assets reported on the June 30,2007, Report of Condition.

Schedule RC-O-Other Data for Deposit Insurance and FICO Assessments

All banks must complete items 1 and 2, Memorandum item I, and, if applicable, Memorandum items :1 and 3 each

quarter. Each bank that reported $1 billion or more in total assets in its March 31,2007, Report of Condition must

comple1le items 4 and 5 each quarter. In addition, each bank that reported $1 billion or more in totel! assets in two

con5e(;utive Reports of Condition beginning with its June 30, 2007, report must begin to c:omplete Items 4 and 5 each

quarter starting six months after the second consecuttve quarter in which it reports total assets of $1 billion or more.

Each bank that becomes insured by the FDIC on or after April 1, 2007, must complete Items 4 and 5 each quarter. Any

other bank may choose to complete Items 4 and 5, but the bank must tben continue to complete Items 4 and 5 each

quarter thereafter.

Dollar Amounts in Thousands

1. Total deposit lIabdities before exdusions (gross) as defined In Section 3(1) of the Federal

Deposit Insuranw Act and FDIC regulations ---------------------t-'-':::.:..+----~

2. Total allowable exduslons, including interest accrued and unpaid on IIl10wable e;l[c!usions

3. Not applicable

4. Total dally average of depOSit liabilities before exdusions (gross) as defined in Sectfon 3(1)

of the Federal Deposit Insurance Act and FDIC regulations

5. Total daily average of allowable exclusions, including l;in;te;;r:;e;;5t~aca;;;~u;edd----------•••••1

and unpaid on allowable exduslons ....1--'.=..:-'--- --'

1

2

4

5
Allied First Bank, S8

Legal Title of Bank

FDIC Certilk:ate Number: 55130

SUbmitted to COR on 1/28/2009 at 3:59 PM

FFlEC 041

Page RC-26

I 38

Schedule RC-o-Continued

M.1.d.1

M.1.d.2

M.2

M.l.c.2

M.1.a.l

M.1.b.2

M.1.a.2

M.1.b.1

Dollar Amounts In Thousands

(2) Number of retirement deposit accounts of more than $250,000 ...J..,:.FO.:,.4:..:;8....l.- -'-

Memorandum

1. Total assessable deposits ofthe bank, Including related Interest accrued and unpaid

(sum of Memorandum Items 1.a.(I), 1.b.(1), 1.e.(l), and 1.d.(I) must equal Schedule

RC·O, item 1 lessItem 2):

a. Deposit aCCQunts (exduding retirement accounts) of $100.000 or less: (1)

(1) AmOl.(}t of deposit accounts (exdudlng retirement accounts) of $100,000 or less,-.--_.,.....-:-:-_,..-_

(2) Number ofdepDsit accounts (excluding retirement accounts) RCON Number

of $100,000 or less (to be completed for the June report only} ..1-F-OS-0....l-----N-l-A

b. Deposlt accounts (excluding retirement accounts) of more than $100,000: (1)

(1) Amount of deposit accounts (excluding retirement accounts) of more than $100,opa.t-..--~~~--'

(2) Number of deposit accounts (exduding retirement accounts) RCON .Number

of more than $100,000, L...F;..:O..:;52:....L- 2_75

c. Retirement deposit accounts of $250,000 or less: (1)

....(l}..Amount of retirement deposit accounts of $250,000 or less ......._ ....... _

(2) Number of retirement deposit accounts of $250,000 or less RCON Number

(to be completed for the lune report only) ---'~FO..:;4.;.;6....L.. N_/A

d. Retirement deposit accounts of more than $250,000: (1)

(1) Amount of retirement deposit accounts of more than $250,000, -r- --r__::::---:--......

RCON Number

Nemtmlndum item 2 is trJ be completed bybanks with $J billion DrmoreIn total assets. (2)

2. EstImated amount of unbtsured assessable deposits, indUdlng related interest

accrued and unpaid (see Instructions) (3) ....l.-.:.:.:.....l- -'

3. Has the reporting institution been consolidated with a parent bank or saVings association

in that parent bank's or parent saving aSSOCiation's call Report or Thrift Financial Report?

If so. report the legal tilJe and FDIC certificate Number of the parent bank or parent savings

assodation:

L:I~-=EXT~45':...L1 ...l- ....J~ FDIC Cert No. 01 M.3

Memorandum Items 4.a and4.b are to be completedbyallbankspartidpatlngin the

FDIC TransactfDn ACCOfJntGuarantee Progmm.

4. Nonlnterest·bearing transaction accounts (as defined in Part 370 of the FDICs regUlations)

of more than $250,000 (see instructions):

a. Amount of nonlnterest-bearing transaction accounts of more than $250,000

(Indudmg balances ~pt from noninterest-beani1g transaction iKWUnts to

noninteresf·be9ring savings accounts). --------------r-:-:::::":":"r--::---::---I

b. Number of noninterest·bearing transaction accounts of more j-:~=CXl..:;N+---=N.:.:u::;;m=b.:..e=r---.,..

than $250,000 G158

(1) The dollar amounts used as the basis for reporting In Memorandum Items 1.a through 1.d reflect the deposit

Insurance limits in effect on the report date without taking into a(c:ount the temporary inc:rease in deposit

Insurance in effect through December 31, 2009.

(2) The $1 billion asset size test Is generally based on the total assets reported on the lune 30, 2007, Report of Coflditlon.

(3) Uninsured assessable deposits shOUld be estimated based on the deposit insurance limits set forth in Memorandum

items La through l.d without taking Into account the temporary Increase In deposit Insurance In effect through

December 31, 2009, or a bank's participation in the FDIC's Transaction Ac:c:ount Guarantee Program.

M.4.a

M.4.b
Allied First Bank, S8

Legall1tle of Bank

FDIC certificate Number: 55130

Submitted to CDR on 1/28/2009 at 3:59 PM

Schedule RC-P-1-4 Family Residential Mortgage

Banking Activities

Schedule RC-P Is to be completed by (1) all banks with $1 billion or more In total assets1 and (2) banks with less than $1 blmon In total

assets at which either 1-4 famny residential mortgage Joan oJiglnatlons and purchases fur resalez from all sources, loan sales, or

quarter-end loans held for sale exceed $10 mflilon for two consecutive quarters.

FFlEC 041

Page RC-27

I 39

Dollar Amounts In Thousands

1. Retail originations during the quarter of dosed'end 1-4 family residential mortgage

loans for sale:(2) a. Oosed-end first liens +=~+_--~~

b. Oosed-end junior liens _

c. Open-end loans extended under lines of credit:

(1) Total commlbnent under the lines of c:redlt: f--=:::~----_;:I

(2) Principal amount funded under the lines of credit.... _

2. Wholesale originations and purchases during the quarter of 1·4 family

residential mortgage loans for sale:(2)

a. Oosed-end first liens --------------------------+-::~+_---'___:i b. Oosed-end junior liens

c. Open-end loans exten~dleed~u;;;n~d;:er;:jllliin;.e;;s~o;;f_;;ae;:;.;diiiit:;_---------------- .•••

(1) Total c;ommitment under the lines of c;redit"-- ~~~~---~

(2) Principal amount funded under the lines of credlt. •

3. 1-4 family residential mortgage loans sold during the quarter:

a. Oased-end first liens ------~----'------------------+:-~_t_--....,;..~ b. Closed-end junior bens _

Co OperHlnd loans extended under lines of credit:

(1) Total commitment under the lines of credlt, f-~_+----_=i

(2) Prlndpal amount funded under the lines of credit"-- _

4. 1-4 family residential mortgage loans held for sale at quarter-end (Indudeo In

Schedule RC, Item 4.a):

a. Oosed-end filSt liens +::=+_-----:;:....:..:::~

b. Oosed-end junior liens _

c. Open-end loans extended under lines of credit:

(1) Total commitment under the lines of credlt..... J-'::.':.:....:.-t- ::1

(2) Principal amount funded under the lines of c:redit"-- II.

S. Nonlnterest Income for the quarter from the sale, securitization, and servidng of 1-4 familv

residential mortgage loans (Induded In Schedule RI,ltems 5.f, 5.g, and 5.i):

a. Closed-end 1-4 family residential mortgage loans, -+-==-t .......;~

b. Open-end 1-4 family residential mortgage loans extended under lines of credit~ ....._.

6. Repurchases and Indemnifications of 1-4 family resIdential mortgage loans during

the quarter: a. Closed-end first lfens, I-~;...r----_:::1

b. Closed-end junior liens

c. Open-end loans extended~u;;;n;;;d;he;;:rlilil;;n;e_;;of~cre;dditit;_:----------------1•••••••

(l) Total commitment under the lines of credit~ I-.:.=.:.;_----....",

(2) Principal amount funded \lnder the lines of credit"- ,'--'-':..:..::..-'--------'

(1) The $1 billion asset size test Is generally based on the total assets reported on the June 30/ 2007, Report of Condition.

(2) Exclude originations and purchases of 1-4 family residential mortgage loans that are held for Investment.

1.a

1.b

1.c.1

l.C,2

2.a

2.b

Z.C1

2.c.2

3.a

3.b

3.C.1

3.c.2

4.a

4.b

4.c.l

4.c.2

S.a

S.b

6.a

6.b

6.c.1

6.c.2
Allied First Bank, 5B

Legallitle of Bank

FDIC certificate Number: 55130

Submitted to COR on 1/28/2009 at 3;59 PM

SChedule RC-Q-Financial Assets and Liabilities Measured at Fair Value

FFlEC041

Page RC-28

I 40 I

Schedule RC-Q is to be completed by banks that have adopted FASB Statement No. 157, "Fair Value Measurements," and (1) have elected to account for ftnandal instruments or

servidng assets and liabilities at fair yalue t.nder a fair value option or (2) are required to romplete Schedule RC·o--Trading Assets and Uabillties.

Fair Value Measurements for Assets and Uabilities

under a Fair Value Option and Trading Assets and liabilities

(Induded In Schedule RC)

(COlumn A)

Total Fair Value

Reported on

ScheduleRC

(Column B)

LESS: Amounts

Netted In the

Determination

(Column C) I (COlumn D)

Level 1 Fair Value Level 2 Fair Value

Measurements Measurements

(Column E)

Level 3 Fair Value

Measurements

• Dollar Amounts in Thousands

ASSETS

1. Loans and leases 1'-'-1 '''--''---1 """'---1 ---1'-"1 '."j ._.- I '·"1 2. Trading assets - .... -- - ...• - .... - .... •..•

a. Nontrading securities at fair value

with changes in fair value reported

in axrent eamings (induded in

Schedule RC-Q, item 2, above) ...- ,--.

3. All other finandal assets and servidng assets .. .". --..

UABIlITlES

;: ~::~tsliabilities ::::~ ~:::= ~::·I~ ::-::1'--, I :::'1

6. All other flnandalilabilitles and

and selVidng liabilities ------..1

7. Loan commitments (not accounted for

as derivatives) 1 • --- I .... "I • --- , • ,.,', • w, , • , ..., • ~¥~ I - .... " • ~¥~ 1 • ~"I

1

2

2.a

3

4

5

6

7
AlUed First Bank, 58

Legallide of Bank

FDIC certificate Number: 55130

Submitted to COR on 2/2/2DD9 at 2:09 PM

FFIEC 041

Page RC·29

I 41

2

3

4

S

6

7.a

1

12

13

14

15

16

17

18

Dollar Amounts In Thousands

3368 156,162

tangible assets (from item 7.a above) BS90 0

dlt <:ard relationships (from item 9.a above) 8591 0

.b above) 5610 0

pital purposes BS96 0

(Item 22 less items 23 through 26) Al2'! 155,162

C2lB 0

In item 21 B!i03 0

m62 B504 0

m27 8505 0

d redeemable preferred stock 5306 0

stock indudlble In ller 2 capital 8593 0

Indudible In Tier 2 capItal 5310 1,571

r-sale equity securities Includible In ner 2 capital 2221 0

B594 0

through 16J 5311 1,571

item 11 or 17} 8275 1,571

et risk 1395 0

based capital 8595 0

items 11, 18, and 19, less item 20) 3792 12,765

d by all banks. Column A Is to be (ColumnA) (Column B)

nane/al subsidiaries.) RCON Pertentage RCON Percentage

n73 0.00% 7204 7.21%

, ratio (3) n74 0.00% 7206 8.92%

ratio (4) 7275 0.00% 7205 10.18%

Schedule RC-R-Regulatory capital

Tier 1 capital

1. Total equity capItal (from Schedule Rc,. item 28)

2. LESS: Net unreaRzed gains (losses) on availab'e-fo~r:=;.sa;liee-;seaJ~rrltlt~les~(l» ------------li•••••1IiI

(if a gain, report as a posItive value; If a loss, report as a negative value)' +=+

3. LESS: Net unrealized loss on available-for-sale EQUITY securities (1) (report loss as a posillve value), _

4. LESS: Accumulated net gains (losses) on cash flow hedges (1)

(if a gain, report as a posldve value; If a loss, report as a negative value) -l-==+

5. Less; NonqualifYing perpetlJal preferred stor::,"- +-==+-

6. QualifYIng minority Interests In oonsolidated subsidiaries. -l...:.:.~I_---~

7.a LESS: Disallowed goodwill and other disallowed intangible assets, _

b. LESS: Cumulative change In fair value of aD flnandaillabllities accounted for under a

fair value option that Is included in retained earnings and is atbibutable to changes Irl

the bank's own creditworthiness (if a net gain, report as a positive value; If a net loss,

report as a negative value) -1..:F2.:6'I::.:...I1- ....=.!O 7.b

8. Subtotal (sum of items 1 and 6, less items 2, 3, 4, 5, 7.a, and 7.b) C22.7 11,194 8

9.a:-tEs$; Disallowed servldng assets and purchased credit 03rd relationships - . -- - .. _..- - 8591 .-0' 97a

b. LESS: Disallowed deferred tax assets 5610 0 9.b

10. other additions to (deductions from) TIer 1 capital B592 0 10

11. TIer 1 capital (sum of Items 8 and 10, less items 9.a and 9.b) 8274 11,194 11

Tier 2 capital

12. Qualifying subordinated debt an

13. Cumulative perpetual preferred

14. Allowance for loan and lease losses

15. Unrealized gains on available-fo

16. Other ner 2 capital components

17. lier 2 capital (sum of Items 12

18. Allowable ller 2 capital Oesser Of

19. TIer 3 capital allocated for marn 19

20. lESS: Deductions for total risk- 20

21. Total risk-based capital (sum of 21

Total assetsfor leverage ratio

22. Average total assets (fi"om Schedule RC-K, Item 9) 22

23. LESS: Disallowed goodwill and other disallowed In 23

24. LESS: Disallowed selVidng assets and purchased ere 24

25. ll:SS; Disallowed deferred tax assets (from Item 9 2S

26. LESS: other deductions from assets for leverage ca 26

27. Average total assets for leverage capital purposes 27

Adjustments for nnancial subsidiaries

28. a. Adjustment to TIer 1 capital report€d In Item 11 28.a

b. Adjustment to total risk-based capital reported 2a.b.

29. Adjustment to risk-weighted assets reported in ite 29

30. Adjustment to average total assets reported in ite 30

Capital ratios

(Column Bis to be complete

rompleted by banks with Ii

31. Tier 1 leverage ratio (2) 31

32. Tier 1 risk·based capita 32

~otal risk-base<! capital 33

(1) Report amount included in SChedule RC, item 26.b, "Accumulated other comprehensive income."

(2) The ratio for column BIs item 11 divided by item 27. The ratio fOr column A is item 11 minus item 28.a divided by (Item 27 minus item 30).

(3) The ratio for column Bis Item 11 divided by item 62. The ratio for column AIs Item 11 minus Item 28.a divided by (Item 62 minus Item 29).

(4) The ratio for column B is item 21 divided by item 62. The ratio for column A is item 21 minus item 28.b divided by (Item 62 minus Item 29).
Allied First: 8;lInk. S8

Legal TItle of Bank

FDIC certificate Number: 55130

Submitted to CDR on 2/2/'2.009 at 2:09 PM

FFlEC041

Page RC-30

I 42 \

Schedule RC-R--continued

B<tnks are not required to risk-weight each cn-balance sheet asset and the credit equivalent amount of each off-balance sheet item that qualifles for a risk weight of less than 100

percent (50 percent for derivatives) at its lower risk weight. When completing Items 34 through 54 of Schedule RC-R, each bank should decide for Itself how delaIled a risk-weight

analySis it wiShes to perfonn. In other words, a banI< can choose from among its assets C1nd off-balance sheet items that have a risk weight of Jess than 100 percent which ones

to risk-Weight at an appropriate lower risk weight, or it can simply risk-weight some or all of these items at a 100 percent risk weight (SO .percent for derivatives).

(ColumnA) (Column B)

Totals Items Not

(from Subject to

Schedule RC) Risk-Weighting

Dollar Amounts in Thousands Bill Mill Thou BII I Mil I Thou

Balance Sheet Asset categories

34. cash and balances due from depository institutions RCON 860D RCON 8601

(Column A equals the sum of SChedule RC items La and 1.b) 217 3.668 01 34

RCON 86M RCON860S RCON 6606 RCON 8607

35. Held..m-maturity seaJrities 0 12.948 0 01 35

RCON 6609 RCON B610 RCONB611 RCONB612.

36. Available-fur-sale securities 0 0 0 01 36

37, Federal funds sold and securities purchased under RCONC225 RCONC063 RCONQl64 Ra)NBS2.0

agreements to resell 0 01 37

RCON 5369 RCONB618 RCON B619 RCON662.1

38. Loans and leases held for sale 4,492 0 01 38

RCONB528 RCON B623 RCONB62.4

39. Loans and leases, net of unearned income I 123,795 34 01 37.4551 86.3061 39

RCON 3123

40. lESS: Allowance for loall and lease losses I 1,855 1.855 40

RCON3S45

41. Trading assets 0 0 0 0 01 41

RCON B639 RCONB641 RCONB642 RCONB643 RCON 5339

4'2.. All other assets (1) 15,113 0 0 0 15,1131 42

RCON2171l RCON5320 RCON 532.7 RCON 5334 RCON5340

43. Total assets (sum of items 34 through 42). I 168,384 251 16,616 41,947 101,4191 43

(1) Includes premises and fixed assets, other real estate owned, investments in unconsolidated SUbsidiaries and associated companies, Intangible assets, and other assets.
RCONBS43 I

RCON 8661

000

RCON Bli62 ReoN 8663

RooN 8665

000

RCON 8666 RCON 8667 ReON 9668

0

RCON 8670 RCON B671 RCON 8672 RCON 8673

o ' 0 0 0

RCON8660

o

IKONB664

o

RCON 11669

o

RooNBS41 I I see foomoll! 3 I I RCONB542 I

A16ed Fmst Bank, 58 FFIEC 041

Legal Title of Bank Page RC-31

FDIC CertiRcate Number: 55130 I 43 I

Submitted to CDR on 2/2/20fi9 at 2:09 PM

Schedule RC-R-Continued

(ColumnA) (Column C)

Face Value Credit

or Notional Conversion

Amount Factor 0% 20% 50% 100%

Dollar Amounts in Thousands 81/ I MU I Thou 811 1Mil I Tholl Bil I M~ 11l1011 Bil I Mil 111lolJ Bil I MU 11llou

Derivatives and Off·Balanoo Sheet Items RCON 854& RCONB548 RalNB581 RCONB582 RCON 11583

44. Finandal standby letters of credit 0 0 0 0 01 44

45. Performance standby letters of RCON 3821 RCONB651 RCON BOS2 RCON 6653 RCON6654

of aedit 0 0 0 0 01 4S

46. Commercial and similar letters RCON 3411 RCONB656 RCONB657 RCONB6SB RCONB659

of creOlt 0 0 0 0 01 46

47. Risk partiCipationS in bankers

acceptances acquired by the I

RCON3429

reporting Institution 0_ 1.00

- 0_ 01 0 01 47

RCON3433

48. Securities lent I

0 0 01 01 01 01 48

49. Retained recourse on small business RCON AlSO

obligations sold with recourse.

0_ 1.00

- 0_ 01 01 01 01 49

SO. Recourse and direct credit

substitutes (other than finandal

standby letters of credit) subject to

the low-level exposure rule and

residual interests subject to a

dollar-far-dollar capital requirement 0 0 Or 50

S1. AD other finanCial assets SOld with RCON B675 RCON 8676 RalN8677 I RCON 6678 RCON8679 RCONB6BO

recourse 0 0 0 0 0 0\ 51

52. AD other off-balance sheet RCONB681 RCON 8682 ROON 8683 RCONB684 RCON8685 RCON8686

liabilities 0 0 0 0 0 01 52

53. Unused commitments with an original RooN3833 ReON 8687 RCONB688 ReON 8689 RCON9690 RCONB691

maturity exceeding one year 0 0 0 0 0 01 53

RCON 8693 RCON 8694 ReONB695

54. Derivative contracts

u_ 0 0 0 54

--

(1) Column A mullJplied by credit conversion factor.

(2) For financial standby l~rs of credit to which the low-level exposure rule applies, use a credit conversion factor of 12.5 or an Institution-specific factor.

For other flIlandal standby lettel5 of credit, use a credit conversion factor of 1.00. See instructions for further Information. (Enterfng an 'M' allows for data ently In Column 8.)

(3) Or Institution specific factor.
Allied First Bank. SB

Legal Title of Bank

FOIC certificate Number: 55130

Submitted lD COR on 2/2/2009 at 2:09 PM

fAEC041

Page RC-32

I 44 I

RCON I lin IMil IThou

(Column F)

Iht category

50% 100%

ad I Mil IThou BII IMil 11110lJ

RCONB696 I RCON8697 RCONB698 RCONB699

'1r11 .. 1lJ ....-;1 41.947 101,419 55

x I,IUAl I XZO% x 50% x 100% I S6

RCON 8700 1 ll.CON B7Cll RCONB702 RCON 1J703

3,323 20.974 101.4191 Sl

RCON1651

RCON~ 58

125,m S9

RCONA222

2841 60

RCON 3128

61

RalNATn

125,432 62

Dollar Amounts in Thousands

Schedule RC-R-Continued

Dollar Amounts in Thousands

62. Total risk-Weighted assets (item 59 minus items 60 and 61), --'

Memoranda

60. LESS: Excess allowance for loan and lease !osses, _

Totals

55. Total assets, denvatives, and off-balance sheet items by risk weight category

(ror each column, sum of Items 43 through 54) I AU' I ,,,,,,,,,,

56. R1skweightfactDr -_. ---'

57. Risk-weighted assets by risk weight category (for each column,

item ss multiplied by item 56) I

61. lfSS: Allocated transfer risk reserve _

58. Market risk equivalent assets\...- -I

59. Risl<-welghted assets before deductions for excess allowance for loan and lease losses

and allocated transfer risk reserve (sum of item 57, columns C through F, and item 58) _

1. Current credit exposure across all derivative contracts covered by the rlsl<-base.d capital standards I 8164 I 01

r- With aremaining maturity of i

M.l

M.2.g.1

M.2.g.2

M.2.a

M.2.b

M.2.c

M.2.d

M.2.e

M.2.f

(Column C)

Over five years

(ColumnA)

One year or less

(Colurm B)

over one year

2. Notional principal amounts of through five years

derivative contracts: (1) RCON Trill e~ I Mil IThou RCON Tnll ell I Mn 1'l11ou RCON Trill 811 r M~ I ThIXl;

a. Interest rate contracts 3809 0 8766 0 8767 0

b. Foreign exchange contracts 3812 0 8769 0 8770 a c. Gold contracts 8771 0 87n 0 8773 0 ,

d. other precious metals contracts 8774 a 11775 0 8776 0 i

e. Other commodity contracts 8m 0 8778 0 8m 0 .

f. Equity derivative contracts e- AOOO 0 AOOl 0 A002 0 ;

9- Credit derivative contJacts:

(1) Investment grade Gao 0 C981 I DI ... I \.II

(2) Subinvestment grade C983 I 01 C984 01 C985 I 01

(1) Exdude foreign exchange contracts with an original maturity of 14 days or less and all futl.Ires oontracts.
Allied First Bank, 58 FFIEC 041

Legal1itle of Bank Page RC·33

FDIC Certificate Number: 55130 I 45 I

Submitted to COR on 1/28/2009 at 3:59 PM

Schedule RC-S-Servicing, Securitization, and Asset Sale Activities

(Column A) (Column B) (Column C) (Column D) I (Column E) (Column F) (Column G)

1-4 Family Home Credit Auto Other Commerdal ANOther

Residential Equity Card Loans 1 Consumer and Industrial Loans, All

Loans Unes Receivables Loans Loans Leases, and

All other

Assets

Dollar Amounts in Thousands I Bil I MU Illloll '=' Bill Mil 1Thou I=:J BU I Mil I Thou I:J Bill Mil I Thou I BU I Mil1l11ou I Bill 1'1111 TlIou I Bli I 1'111 Thou

Bank Securitization Activities

1. Outstanding principal balance of assets sold

and securitized by the reporting bank with

selVidng retained or with recourse or other

seller-provided credit enhaocements_ I 0_ 0_ 0_ 01 01 0\ 01 1

2. Maximum amount of credit exposure

arising from recourse or other

seiler-provided credit enhancements

provided to structures reported in

item 1 in the form of:

a. Credit-enhancing Interest-only strips

(Induded in Schedules RC·B or RC-F

or In Schedule Re, item 5). I 0_ 0_ 0_ 01 01 01 01 2.8

b. Subordinated securities and

other residual interests_ I 0_ 0_ 0_ 01 01 oj 01 2.b

c. Standby letters of credit and

other enhancements I 0_ 0_ 0_ 01 01 01 01 2.c

3. Reporting bank's unused commitments

to provide liquIdity to structures

reported in item 1 0 0 0 a 0 0 0/ 3

4. Past due loan amounts included in item 1: RCONB733 RCON B734 RCON B73S ROONB736 RCON8737 RCON 8738 RCON B739

a. 30-89 days past due 0 0 0 0 0 0 01 4.a

RCON 8745 RCON 8746

b. 90 days or more past due I

v_ V_

u_ VI VI 0 0 4.b

5. Charge-olfS and re<XJveries on assets sold

and securitized with serviang retained or

with recourse or other seiler-provIded credit

enhancements (calendar year-tD-date):

a. Charge-olfs 01 5.a

RIADB757 RIADB760

b. Recoveries 0 01 S.b
Allied First Bank, S8

leg,,) Title of Bank

FDIC Certificate Number: 55130

Submitted to CDR on 1/28/2009 at 3:59 PM

SChedule RC-S-Continued

(Column A)

1-4 Famny

Residential

lOans

Dollar Amounts in Thousands

6. Amount of ownership (or seller's)

interests carried as:

a. SeCUrities (included in Schedue RC-B

ur In SChedule RC, Item 5)-----1

b. loans (induded in SChedUle RC-C)-----I

7. Past due loan amounts lnduded in

interests reported In item 6.a:

a 30-89 days past due, _

b. 90 days or more past due~ _

8. Charge-offs and recoveries on loan

amounts IndUded in interests reported

in item 6.a (calendar year-to-dclte):

a. Olarge-offs, _

b. Recoveries _

For securitization Fadlities Sponsored

By or Otherwise Established By Other

Institutions

9. Maximum amount of credit exposure

arising from credit enhancements

provided by the reporting bank to other

institutions' securitization structures in

the form of standby letters of credit,

purchased subordinated securities,

and other enhananents I - 10. Reporting bank's unused commitments

to provide liquidity to other institutions'

securitization slJ'Uctures ! -

(Column B)

Home

EQUity

Unes

(Column C)

Credit

Card

Receivables

(CoIUmll D)

Auto

Loans

(Column E)

Other

Consumer

Lo,ms

(Column F)

Commercial

and Industrial

Loans

FFlEC041

Page RC-34

I 46 I

(Column G)

All Other

lDans, All

Leases, and

All Other

Assets

Bil 1Mil IT11Cu

6.a

6.b

7.a

7.b

8.a

8.b

9

10
Allied First Bank, 58

Legal Tltie of Bank

FDIC Certificate Number: 55130

SUbmitted to CDR on 1/28/2009 at 3:59 PM

FFIEC 041

Page RC-35

I 47 I

Schedule RC-S-Continued

(ColumnA)

1-4 Family

Residential

Loans

Dollar Amounts in ThOusands I 811 I Millll10u

Bank Asset Sales

11. Assets sold with recourse or other sellerprovided credit enhancements and not

securitized by tile reporting bank~ _

12. Maximum amount of credit exposure

arising from recourse or other sellerprovided credit enhancements provided to assets reported in item 11 -'-, _

(Column B)

Home

Equity

Lines

BR I Mll IThou

{Column C)

Credit

card

Receivables

(Column 0)

I

(Column E) (Column F) (COlumn G)

Auto other Commercial All Other

LOi3ns Consumer and Industrial Loans, All

LOclnS Loans Leases, and

All Other

Assets

BIl I Mil ITholl I BII I Mil I Thou I Bm I Mil Il1lou

11

12

M.3.a.l

M.3.a.2

M.2.d

M.2.a

M.2.b

M.2.c

M.1.a

M.1.b

Dolar Amounts in Thousands

1. Small business obligations transferred with recourse under Section 20B of the Riegle

Community Development and Regulatory Improvement Act of 1994:

a. OliStandlng principal balance

b. Amount of retainEd recourse on these obligations as of the report date 0

2. Outstanding prindpal balance of assets serviced for others (includes partJdpations serviced for others): I

a. aased-end 1-4 famlly residential mortgages serviced with recourse or other servlcer-provided credit enhancements· 0

b. Cased-end 1-4 family residential mortgages serviced with no reaJurse or other servlcer-provided credit enhancements 0

c. Other financial assets (indudes home equity lines) (1) 0

d. 1-4 family residential mortgages serviced for others that are In process offoreciOSlire at qlliu'ter-end •

(includes closed-end and open-end loans) -

3. Asset-backed commercia! paper conduits:

a. MaximUm amount of credit exposure arising from aedit enhancements proVided to conduit structures in the form of standby letters of

credit, subordinated securities, and other enhancements: I

(1) CondUits sponsored by the bank, a bank affiliate, or the bank's holding company ---

(2) Conduits sponsored by other unrelated institutions BB07 0

b. Unused commitments to provide liquidity to conduit structures: j

(1) Conduits sponsored by the bank, a bank affiliate, or the bank's holding company BBDS 0 M.3.b.l

(2) Conduits sponsored by other unrelated instibJtions 8809 0 M.3.b.2

4. OUtstanding credit card fees and fmance charges included In SChedule RC-S, item 1, column C (2) C407 NlA M.4

Memoranda

(1) Memorandum item 2.e is to be completed if the principal balance of other finandal assets servIced for others is more tIlan $10 million.

(2) Memorandum item 4 Is to be completed by banks that (1) togettler with affiliated institutions, have outstanding credit card receivables (as defined in the

instructions) that exceed $500 mil~on as of the report date or (2) are credit CCIrd spedalty banks as defined for Unifonn Bank Performance Report purposes.
Allied FirstBank, 5B

legallltle of Bank

FDIC Certificate Number: 55130

Submitted to CDR on 1/28/2009 at 3:59 PM

FFlEC 041

Page RC-36

I 48

SChedule RC-T-Fiduciary and Related Services

YES I NO

NO r A34S 1

YES I NO

NO I 2

YES/ NO

B667 NO I 3

2. Does the institution exerdse the fiduciary powers It has been granted? _

3. Does the Institution have any fldudary or related activity (in the form of assets or accounts)

to report in this schedule? (If "NO," do not complete the rest of SChedule RC-T.), ~_~__

1. Does the Institution have fldudary powers? (If "NO," do not complete Schedule RC-T)

Items 12 through 18, Items 20 through 23, and Memorandum Item 4 will not be made available

to the public on an Individual institution basis.

If the answer to item 315 "YES," complete the appncable Items of Schedule RC-T, as fallows:

Institutions with total fidudilry assets (item 9, sum of columns A and 8) greater than $250 million (as of the preceding

December 31) or with gross tlduclary and related services income greater than 10% of revenue (net interest income plus

noninterest in.come)-for the preceding calendar year must complete:

• nems 4 through 19 quarterly,

• Items 20 through 23 annually with the December report" and

• Memorandum items 1 through 4 annually with the December report.

Institutions with total fiduciary assets (Item 9, sum of columns A and B) greater than $lDO million but less than or equal to

$250 million (as of the preceding December 31) that do not meet the fldudary Income test for quarterty reporting must complete:

• Items 4 through 23 annually with the December report, and

• Memorandum items 1 through 4 annually with the December report

Institutions with total fldudary assets (item 9, sum of columns Aand B) of $100 million or less (as of the preceding December 31)

that do not meet the fidudary income test for quarterly reporting must complete:

• Items 4 through 10 annually with the December report, and

• Memorandum items 1 through 3 annually with the December report

(ColumnA) (Column B) (Column D)

Managed Non-Managed Number of

ASSets Assets Non-Managed

Accounts

Dollar Amounts In Thousands 11111 811 IMil IThou

FIDUOARY AND RElATED ASSETS RCON 6868

'I. Personal trust and agency accounts N/A 4

5. Retirement related trust & agency accounts: RCON 6872

a. Employee benefIt-defined contribution N/A 5.a

RCON 8876

b. Employee benefit-defined benefi N/A S.b

RCON 68BO

c. Other retirement alXounts NfA S.c

RCON B8Il4

G. Corporate trust and agency accounts NfA 6

RCON BBB6

7. Investment management agency accounts N/A 7

RCON BB90 RCON6893

8. Other fiduciary accounts N/A N/A B

9. Total fIdudary accounts RCON 6894 RCONB897

(sum of items 4 through 8) N/A NfA 9

RCON B899

10. Custody and safekeeping accounts NJA 10

11. Not applicable
Allied FirstBank, 58

Legal TItle of Bark

FDIC certlficate Number: 55130

Submitted to COR on 1/28/2009 at 3:59 PM

FFIEC 041

PageRC-37

I 49

12

13.a

13.b

13.c

14

15

16

17

18

DoRar Amounts in Thousands

SClledule RC·T-Continued

FIDUCIARY AND RELATED SERVICES INCOME

12. Personal trust and agency accounts, _

13. Retirement related trust and agency accounts:

a. Employee benefit-defined contributlon, .r-.::::B9:;::O=-S+--

b. Employee benefit-defined beneflt. -+.::B90:.::::.,6+- c. Other retirement accounts, -- ...j..::B9:.:0;:.7-l14. Corporate trust and agency acllOUnts, I.:..A:..;;:47;.;9+--__~~

15. Investment management agency accounts. j-:B::::9:::08=+ ~~

16. other fJduclary accountsl ~~A4~S~O+_---~

17. OJstody and safekeeping accounts. i-=B::9.::09+ ....:..::.:..:j

18. Other fidudary and related services income. 5910

19. Total gross fiduCiary and related services income (sum of items 12 through 18)

(must equal SChedule RI, item 5.a) ~:40::7=-O +- :-::N::::I/A 19

20. LESS: Expenses COSS N/A 20

21. LESS; Net losses ftom fiduciary and related services M88 N/A 21

22. PLUS; Intracompany income credits for fidudary and relatecfservlces B911 NlA 22

23. Net fiduciary and related services Income A491 NlA 23

8913 N/A M.ta

8914 NIA M.1.b

8915 N/A M.1.C

6916 N/A M.l.d

8917 NlA M.l.e

6918 NIA M.l.f

8919 N/A M.1.g

8920 N/A M.1.h

8921 NlA M.l.I

B922 N/A M.1.j

B923 N/A M.l.k

M.l.1

(Column B)

Principal Amount

Outstanding

Tnl I ell I MD I Thou

RCON 8928

NlA M.2.a

M.2.b

Memoranda

Dollar Amounts In Thousands .

(Column A)

Number of

Issues

2. Corporate trust and agency accounts:

a. Corporate and municipal trusteeshlps. -+:::::;4---~::..,:

b. Transfer agent, registrar, paying agent, and other corporate agency· ---Ji...=:::....L..----:.:..:....:

1. Managed assets Ileld in personal trust and agency accounts:

a. Nonlnterest·bearing deposits, ...j...::::..=:+---...;.;:,:.

b. Interest-bearing deposits: ~=:.+----:-:::::7

c. U.S. Tteasury and U.S. Government agency obligations, I-==+--__ d. state, county and munldpal obllgations, .j...::::=..+- .;.;:,:j

e. Money marlcet mutual funds, -i-==::+ ..;.;::;7l

f. Other short-term obligations I-==+- ...:..::::..:j

g. Other notes and bonds,_--:- .~:.:..::.._l_---.;.;;..:j

h. Common and preferred stocks, I..=:=-1 ---:.:::...:j

i. Real estate mort9ages. ~~~ ~~

j. Real estate k. MISCellane<l;-US-a-ss-e-:--ts---------------------------~~-l----~;l

I. Total managed assets held in personal trust and agency accounts (sum of Memorandum

Items La through 1.k) (must equal Schedule RC-T, item 4, column A), ---I..::.:;:.:..J--_--:.::.:..:I

Dollar Amounts In Thousands
Allied First Bank, SB

Legailltle of Bank

FDIC Certificate Number: 55130

Submitted to CDR on 1/28/2009 at 3:59 PM

FFJEC 041

page RC-38

I 50

Schedule RC-T-Continued

Memoranda-Contlnued

Dollar Amounts in Thousands

3. Collective Investment funds and common trust funds:

a. Domestic eqUity l-"B::::9~31~---.....:..::N:;./A.:t_:::B::93:.::2+_---...:.Nl:,:::'A M.3.a

b. International/Global equitY. B933 NlA 8934 N/A M.3.b

c. Stock/Bond blend B935 N/A 8936 N/A M.3.c

d. Taxable bond B937 N/A 8938 N/A M.3.d

e. MuniCipal bond B939 N/A 8940 N/A M.3.e

f. Short term Investments/Money market BM1 N/A 8942 N/A M.3,f

g. Specialty/Other 8943 N/A B944 N/A M.3.g

h. Total collective Investment funds (sum of Memorandum items 3.a through 3.g) 8945 N/A 6946 NJA M.3.h

M.4.a

M.4.b

M.4.c

M.4.d

MAe

(ColumnC)

Recoveries

(Column B)

Gross Losses

,Non-M.anagetl

Accounts

DollarAmounts in Thousands

4. Fiduciary settlements, surcharges and other ~osses:

a. Personal tl1JSt and agency accounts. -Ir=~I__---:..;;..~=-+_---..:..::..:-+-=::..:.::....j....---....:..::.:....:.j

b. Retirement related trust and agency ao:;ounts, -+~":_t---___:_dr==,I__---:..::.:..+-==+----..:.:;.:.:

c. Investment management agency ao:;ounts, --1-==::-J --:=t-=:::..:...f- -:;;,:1-==+ ...:::.;

d. Other tidudary lIaXlunts and related services, _

e. Total fiduCiary settlements, surcharges, and other losses

(SIJm of Memorandum items 4.a through 4.d) (sum of

rolumns Aand Bminus column Cmust equal

Schedule RC-T, Item 21). ---I.=~ --.:.::.:L=:..L ....:..:.::::.L.::::::::..L

Person to whom questions about SChedule RC-T-Fiduciary and Related Services should be directed:

IN/A

Name and l1tle (TEXT 8962)

INfA

E-mail Address (TEXT 8926)

IN/A I IN/A I

Telephone: Area code/phone number/extension (TEXT 8963) FAX: Area rode/phone number (TEXT 8964)
FFlEe 041

Page RC-30

I.. 51

Optional Narrative Statement Concerning the Amounts

Reported in the Reports of COndition and Income

The management of the reporting bank may, if it wishes, submit a

brief narrative statement on the amounts reported In the Reports

of Condition and Income. This optional statement wlU be made

available to the public, along with the publicly available data In the

Reports of Condition and Income, in response to any request for

individual bank report data. However, the Information reported in

Schedule RC-T, Items 12 through 18, Items 20 through 23 and

Memorandum item 4, Is regarded as confidential and will not be

released to the public. BANKS CHOOSING TO SUBMIT THE

NAMATIVE STATEMENT SHOUlO ENSURE THAT lllE STATEMENT

DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFJCATIONS OF

INDMDUAL BANK CUSTOMERS, REFERENCes TO "THE AMOUNTS

REPORTED IN THE CONFIDENTIAL I11:MS IN SCHEDULE RC-T,

OR PNY s:rnER INFORMATION THAT lHEY ARE NOT WilliNG

TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE

PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make

a statement may check the "No comment" box below and should

make no entries of any kind in the space provided for the narrative

statement; i.e., DO NOT enter In this space such phrases as "No

stat:ement," "Notappllcable," "N/A." "No comment," and "None."

The optional statement must be entered on tnls sheet. The statement should not exceed 100 words. Further, regardless of the

number of words, !he statement must not exceed 750 characters,

induding punctuation, indentation, and standard spadng between

words and sentences. If any submission snould exceed 750 characters, as defined, it will be truncated at 750 cnaracters with no

notice to the submitting bank and the truncated statement will

appear as the bank's statement both on agency computerlred

records and In computer-file releases to the public.

All information furnished by the bank In the narrative statement

must be accurate and not misleading. Appropriate efforts shall be

taken by the submitting bank to ensure the statement's accuracy.

The statement must be signed, in the space provided below, by a

senior offICer ofthe bank who thereby attests to Its acuracy.

If, subsequent to the original submiSSion, material changes are

submItted for the data reported in the Reports of Condition and

Income, the existing narrative statement will be deleted from the

files, and tTom disclosure; the bank, at its option, may replace It with

a statement, LIlder signature, appropriate to the amended data.

The optional narratJve statement will appear In agency records

and in release to the public exactly as submitted (or amended

as described in the preceding paragraph) by the management of

the bank (except for the truncation of the statements exceeding the

7SD-character limit described above). THE STATEMENT WIll NOT

BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENOES FOR ACCURACY OR RELEVANCE. DISCLOSURE OF THE STAlEMENT SHAlL NOT SIGNIFY THAT ANY

FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACQJRACY OF THE INFORMATION CONTAINED

THEREIN. ASTATEMENT TO THIS EFFECT WIll.. APPEAR ON

AIIN PUBUC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY lllE MANAGEMENT OF THE REPORTING BANK.

Comments? ~~:...L.. _ _.;..'_=__ _l

BANKMANAGEMENTSTATEMEIVT(please type orprint dearly):

TEXT

I 6980
REPORTOFCONDITION

COnsolidating domestic subsidiaries of

Allied first Bank, SB

in the state ofIL lit close of busIness on December 31/ 2008

published in res nse to call made Enter additIonal information below)

Statement of Resources and Liabilities

Dollar Amounts In lhousands

eases, net of unearned income and allowance 121,940

0

fixed assets (inc:ludlng capitalized leases) 10,454

teowned 0

unconsolidated subsidiaries and assodated companies 0

ASSETS

cash and balances due ftom depository Institutions:

Noninterest-bearing balances and currency and COln"--~ r--__~1,m]

Interest-bearing balances 2.~

securities:

Held-to-malurlty securities 12.954

0

1

Available-for-sate securitiesc-- ,

Federal funds sold and securities purchased under agreements to resell:

Federal funds sold. ----"'"'001

Securities purchased under agreements to resell ...;;.,

Loans and lease financing receivables:

Loans and leases held for sale, ..,-_-.-_....l.- 4~1~49=21

Loans and leases, net of unearned income. ..:.;12::..:3:,,:;'7:-:9~51

LESS: Allowance for loan and lease losses 1,855

Loans and I

Trading Assets

Premises and

Other real esta

Investments in

Intangible assets:

Goodwill ~Ol

other intangible a55ets. 0

Other assets, 4:::..6-:..:5~9

Total assets, ....;1_58-'.3_84....;.
REPORTOFCONDlnON (Continued)

LIABILITIES

Dollar Amounts in Thousands

purchased 0

sold under agreements to repurchase 0

es 0

d money (indudes mortgage Indebtedness and obligations under capitalized leases) 39.500

notes and debentures 0

s 932

147,186

in consolidated subsidiaries 0

Deposits:

In domestic offlces'-- ---::~:::-::: __--L-_-..:.1-'-06:..:...7c.:. 54..;.J1

Noninterest-bearlng 1::-:0~.1::::9:-=21

Interest-bearlno,.. .L..- 9-'6.;...5_82.

Federal fimds purchased and securities sold under agreements to repurchase"

Federal funds

Securities

Trading liabnltl

Other bOrrowe

Subordinated

Other Iiabililie

Total lIabllilles

Minority Interest

EQUrrv CAPITAL

ed stock and related surplus 0 .... 608

e all surplus related to preferred stock) 6,920

ng5 3.886

ther comprehensive inOOme 4-

apital components 0

pital 11,198

minority interest, and equity capital 158,384

Perpetual preferr

Common stock

Surplus (exdud

Retained earnl

Accumulated 0

other equity c

Total equity ca

Total liabilities,

We, the undersigned directors, attest to the

correctness of this statement of resources and liabilities.

We declare that It has been examined by us, and to

the best of our knowledge and belief has been

prepared In conformance with the instructions

and is true and correct.

I, Kenneth L Bertrand, president, CEO

( Name, TitJe )

of the above named bank do hereby dedare

that this Report of COndition is true and

correct to the best of my knowledge and belief.

Dfrector #1 ITerry Banker

Director #2 IJeffrey J Price

Director #3