UST 1038

UNITED STATES DEPARTMENT OF THE TREASURY

1500 PENNSYLVANIA AVENUE, NW

WASHlNGTON, 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 subordinated debentures, which such subordinated debentures do not

constitute a new class of equity, set forth on Schedule A hereto (the "Senior Subordinated

Securities") and a warrant to purchase the Senior Subordinated Securities set forth on Schedule

A hereto (the "Warrant' and, together with the Senior Subordinated Securities, the "Purchased

Securities") and the United States Department of the Treasury (the "Investor") intends to

purchase from the Company the Purchased Securities.

The purpose of this letter agreement is to confirm the terms and conditions of the

purchase by the Investor of the 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superseded by the terms set forth herein or in the Schedules hereto, the provisions contained in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 Tenns attached hereto as Exhibit A (the

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

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

terms of this 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 Securities and the purchase by the

Investor of the 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 constiMes 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.

.. .. ..

DB04/5026510002J14421531 MD02
In witness whereof, this letter agreement has been duly executed and delivered by the

duly authorized representatives of the parties hereto as ofthe date written below.

UNITED STATES DEPARTMENT OF THE

TREASURY

BY:~LO,~__

Name: 1:>vo...... ~~

Title: <:.1-.\(~?.~ a....J.-Coro..~~,,~ or;r;....tQ.\

F&C BANCORP, INC.

By: _

Name:

Title:

NAY 22.DI

Date: _
UST 1038

In witness whereof, this letter agreement has been duJy executed and delivered by the

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

UNITED STATES DEPARTMENT OF THE

TREASURY

By: _

Name:

Title: -------------_

F&C BANCORP, INC.

Name:

By <4:~r:: Robert E. Mickey A;t~ Title: President

Date: /l1,fl ,2009

OB04/5026510002/1442153.1 MD02
ADDITIONAL TERMS AND CONDITIONS

UST 1038

SCHEDULE A

Company Information:

Name ofthe Company: F&C Bancorp. Inc.

Corporate or other organizational form: S-Corporation

Jurisdiction of Organization: Missouri

Appropriate Federal Banking Agency: Federal Reserve Bank of Kansas City

Notice Information:

.... q ,.

Holden, MO 64040

.., ag.

Terms ofthe Purchase:

Original Principal Amount of Senior Subordinated

Securities in the form of Annex C purchased: $2,993,000

Denomination amount $1,000.00

Maturity: 30 years

Ranking Senior to the QFI's common stock. Bank or

savings association Senior Subordinated

Securities are subordinated to claims of depositors

and other debt obligations of general creditors,

unless made specifically pari passu or

subordinated to the Senior Subordinated

Securities. Holding Company issued Senior

Subordinated Securities are subordinated to senior

indebtedness ofthe QFI in accordance with

applicable regulations, unless made specifically

pari passu or subordinated to the Senior

Subordinated Securities.

Interest Rate: 7.7% per annum until the fifth anniversary ofthe

date hereof, and thereafter at a rate of 13.8% per

annum.

Interest Deferral for bank holding companies (if Ifthe Company is a holding company, interest

applicable): may be deferred on the Senior Securities for up to

20 quarters; however, any unpaid interest shall

cumulate and compound at the then applicable

interest rate in effect. For so long as any interest

deferral is in effect, no dividends may be paid on

shares of equity or trust preferred securities of the

Company, as applicable.

DB04/50265 1.000211442153, 1MD02
UST 1038

Interest Payment Dates: Quarterly, in arrears, February 15, May IS,

August 15 and November 15 of each year.

Restriction on Acceleration: Principal and accrued interest may only become

immediately due and payable (i.e, accelerated): (i)

in the case of a holding company, upon the

bankruptcy or liquidation ofthe holding

company, the receivership of a major bank

subsidiary ofthe holding company, or deferral of

interest on the Senior Subordinated Securities for

more than 20 quarters, or (ii) in the case of a bank

or savings association, upon the receivership of

the bank or savings association,

Net Principal Amount of Senior Subordinated $150,000

Securities issued upon exercise of Warrant (after

net settlement):

Exercise Price of the Senior Subordinated Securities $1.50

issued upon exercise ofWarrant:

Closing:

Location ofClosing: Hughes Hubbard & Reed LLP

One Battery Park Plaza

New York, NY 10004

Time ofClosing: 9:00 AM EST

Date ofClosing: May 22,2009

Wire Information for Closing: ABA Number:

Bank:

Account Name:

• •

••It

Account Number: E

Beneficiary:

• - Contact for Confirmation of Wire Information: •=. 'S' '.L

• aRB 7.

• •

_-e-ll,I)

17 (.)

D804/50265 1.000211442153. 1 MD02
UST 1038

SCHEDULEB

CAPITALIZAnON

Capitalization date: April 30, 2009

S~Corp Capital

Common Stock:

Par value: $1.00

Total Authorized: 10,000

Outstanding: 1647

Reserved for benefit plans and other issuances: 0

Remaining authorized but unissued: 8353

Trust Preferred Securities Outstanding

N/A

Subordinated Debt

N/A

Amount of Allowable Tax Distribution for 2008:

Additional Dividends Paid for 2008:

Total Dividends Paid in 2008:

Holders of 5% or more of any equity Primary Address

DB04/5026510002J14421531 MD02

• 2 •
UST 1038

SCBEDULEC

LITIGATION

List any exceptions to the representation and warranty in Section 2.2(1) ofthe Securities Purchase

Agreement - Standard Tenns.

If none, please so indicate by checking the box~:

DB04IS026S 1.000211442 IH1 MD02
UST 1038

SCHEDULED

COMPLMNCE~HLAWS

List any exceptions to the representation and warranty in the second sentence of Section 2.2(m) of

the Securities Purchase Agreement - Standard Tenns.

/'

If none, please so indicate by checking the box: g:

List any exceptions to the representation and warranty in the last sentence of Section 2.2(rn) ofthe

Securities Purchase Agreement - Standard Tenns.

Ifnone, please so indicate by checking the box: iiY""

DB04/502651.0002I14421531 MD02
UST 1038

SCHEDULEE

REGULATORY AGREEMENTS

List any exceptions to the representation and warranty in Section 2.2(s) of the Securities Purchase

Agreement - Standard Terms.

If none, please so indicate by checking the box: [Y-/

DB04/50265 I.0002114421S3.1 MD02
VST 1038

SCHEDULE F

REGULATORY AGREEMENTS

List any exceptions to the representation and warranty in Section 2.2(w) ofthe Securities Purchase

Agreement - Standard Tenns.

F&C Bancorp, Inc. (the "Company") is incorporated under the Chapter 351 ofthe Revised Statutes of

the State of Missouri (the "Statutes"). The Statutes lack any provision that would allow the Company

to amend its articles or incorporation to allow Treasury or any other holder of debt to elect a director.

As a result, the Company cannot amend its articles of incorporation to pennit Treasury, as holder of

Senior Notes or Warrant Senior Notes, to elect any Senior Note Directors in accordance with, and

upon the conditions set forth in Section 5.20(b) ofthe Securities Purchase Agreement.

If none, please so indicate by checking the box: O.

D804/50265 1000211442 153.1 MD02
SECURlTIESPURCHASEAGREEMENT

EXHffiITA
SECURITIES PURCHASE AGREEMENT

STANDARD TERMS

EXIllBIT A

(S-Corp QFIs)
TABLE OF CONTENTS

Page

Article I

Purchase; Closing

1.1 Purchase 2

1.2 Closing '" 2

1.3 Interpretation .4

Article II

Representations and Warranties

2.1 Disclosure .4

2.2 Representations and Warranties ofthe Company 5

Article III

Covenants

3.1 Commercially Reasonable Etforts 13

3.2 Expenses 13

3.3 Ability to Issue Senior Subordinated Securities on Exercise of Warrant; Listing

on Exchange 14

3.4 Certain Notifications Until Closing l4

3.5 Access, Information and Confidentiality 14

3.6 Capital Covenant. 15

Article IV

Remedies ofthe Holders upon Event of Default

4.1 Event of Default. "Event ofDefault" shall mean the occurrence or existence of

anyone or more ofthe following: 15

4.2 Acceleration and other Remedies 17

4.3 Suits for Enforcement. 18

4.4 Holders May File Proofs ofClaim 18

Article V

Additional Agreements

5.1 Purchase for Investment 19

.j-
5.2 Fonn of Purchased Security and Warrant Security 19

5.3 Execution of Senior Notes 19

5.4 Payment of Principal and Interest. 20

5.5 Computation of Interest. 20

5.6 Extension oflnterest Payment Period. .. 21

5.7 Legends 21

5.8 Certain Transactions 23

5.9 Transfer of Senior Notes; Restrictions on Exercise ofthe Warrant... 23

5.10 Replacement of Senior Notes 25

5.11 Cancellation 25

5.12 Registration Rights 25

5.13 Depository Senior Notes. . 36

5.14 Restriction on Dividends and Repurchases 36

5.15 Redemption 38

5.16 Executive Compensation .40

5.17 Related Party Transactions .40

5.18 Bank and Thrift Holding Company Status 40

5.19 Predominantly Financial .40

5.20 Voting Rights .41

Article VI

Subordination ofthe Senior Notes

6.1 Agreement to Subordinate .43

6.2 Default on Senior Indebtedness .44

6.3 Liquidation; Dissolution; Bankruptcy .44

6.4 Subrogation .45

6.5 Notice by the Company .46

6.6 Subordination May Not Be Impaired .46

Article VII

Miscellaneous

7.1 Tennination .47

7.2 Survival of Representations and Warranties 47

7.3 Amendment .48

7.4 Waiver ofConditions 48

7.5 Governing Law: Submission to Jurisdiction, Etc .48

7.6 Notices .49

7.7 Definitions 49

7.8 Assignment 49

7.9 Severability 50

7.10 No Third Party Beneficiaries 50

7.11 Tax Treatment of Senior Subordinated Securities. .. 50

-ii-
ANNEXA:

ANNEXB:

ANNEXC:

ANNEXO:

ANNEXE:

LIST OF ANNEXES

FORM OF WAIVER

FORM OF OPlNION

FORM OF SENIOR SUBORDINATED SECURITIES

FORM OF WARRANT SENIOR SUBORDINATED SECURITIES

FORM OF WARRANT

-iii-
INDEX OF DEFINED TERMS

Term

Additional Dividend

Affiliate

Agreement

Allowable Tax Distribution

Appropriate Federal Banking Agency

Bank Holding Company

Bankruptcy Exceptions

Benefit Plans

Board ofDirectors

Business Combination

business day

Capitalization Date

Charter

Closing

Closing Date

Code

Common Stock

Company

Company Financial Statements

Company Material Adverse Effect

Company Reports

Company Subsidiary; Company Subsidiaries

control; controlled by; under common control with

Controlled Group

CPP

Defaulted Interest

Deferred Interest

Disclosure Schedule

EESA

ERJSA

Exchange Act

Extension Period

Federal Reserve

GAAP

Governmental Entities

Holder

Holders' Counsel

Indebtedness

Indemnitee

Information

Interest Payment Date

Interest Period

-ivLocation of

Definition

5. I4(b)

7.7(b)

Recitals

5.14(a)

2.2(5)

5.18

2.2(c)

1.2(d)(iv)

2.2(f)

7.8

1.3

2.2(b)

1.2(d)(iii)

1.2(a)

1.2(a)

2.I(b)

2.2(b)

Recitals

2.2(h)

2.1 (b)

2.2(i)(i)

2.2(e)(ii)

7.7(b)

2.2(n)

Recitals

5.5(c)

5.6

2.I(a)

1.2(d)(iv)

2.2(n)

5.9(g)

5.6

5.18

2.I(b)

1.2(c)

Recitals

5. I2(1)(ii)

6.1 (b)

5.12(h)(i)

3.5(c)

Face of Senior Note

5.5(b)
Term

Interest Rate

Investor

Knowledge ofthe Company; Company's knowledge

Letter Agreement

Major Depository Institution Subsidiary

Majority Holders

Maturity Date

Pending Underwritten Offering

Permitted Repurchases

Piggyback Registration

Plan

Previously Disclosed

Proprietary Rights

Purchase

Purchase Price

Purchased Securities

register; registered; registration

Registrable Securities

Registration Expenses

Regular Record Date

Regulatory Agreement

Rule 144; Rule I44A; Rule 159A; Rule 405; Rule 415

Savings and Loan Holding Company

Schedules

SEC

Securities Act

Selling Expenses

Senior Executive Officers

Senior Indebtedness

Senior Note Register

Senior Notes

Senior Note Directors

Senior Subordinated Securities

Shelf Registration Statement

Signing Date

Special Registration

subsidiary

Tax; Taxes

Transaction Documents

Transfer

Warrant Register

Warrant Securities

-vLocation of

Definition

Face of Senior Note

Recitals

7.7(c)

Recitals

4.1 (t)(iii)

4.I(e)

Face of Senior Note

5.12(m)

5.14(d)

5.12(b)(iv)

2.2(n)

2.1 (c)

2.2(u)

Recitals

1.1

Recitals

5.12(1)(iii)

5.12(1)(iv)

5.12(1)(v)

Face of Senior Note

2.2(s)

5.12(1)(vi)

5.18

Recitals

2.2(k)

2.2(a)

5.12(1)(vii)

5.16

6.I(b)

5.9(a)

Recitals

5.20(b)

Recitals

5.12(b)(ii)

2.1 (b)

5.120)

7.7(a)

2.2(0)

Recitals

5.9(g)

5.9(b)

Recitals
SECURITIES PURCHASE AGREEMENT - STANDARD TERMS

Recitals:

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

time to time agree to purchase senior subordinated debentures 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

securities 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 Tenns;

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 tenns 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 senior subordinated

debentures ("Senior Subordinated Securities"), such that the Senior Subordinated Securities do

not constitute a second class of equity, in an amount as set forth on Schedule A to the Letter

Agreement and a warrant to purchase the number of additional Senior Subordinated Securities

("Warrant Securities") set forth on Schedule A to the Letter Agreement (the "Warrant" and,

together with the Senior Subordinated Securities, the "Purchased Securities") and the Investor

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

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

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

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

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

thereto) are together referred to as this "Agreement". All references in this Securities Purchase

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

Agreement. This Agreement, the Senior Subordinated Securities, the Warrant and the Warrant

Securities, and all other instruments, documents and agreements executed by or on behalf of the

Company and delivered concurrently herewith or at any time hereafter to or for the benefit of any

holder of any Purchased Security in connection with the transactions contemplated by this

Agreement, all as amended, supplemented or modified from time to time shall be referred to as

the "Transaction Documents." The Senior Subordinated Securities and the Warrant Securities

shall be referred to as the "Senior Notes" and a holder ofthe Senior Notes shall be referred to as

the "Holder".

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

warranties, covenants and agreements set forth herein, the parties agree as follows:
Article I

Purchase; Closing

I.) 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 Date (as hereinafter defined), the Senior Subordinated Securities in the

form of note attached hereto as Annex C and the Warrant in the form attached hereto as Annex

g, appropriately completed in conformity herewith and duly and validly issued, authorized and

executed by the Company, in the aggregate principal amount set forth on Schedule A for the

purchase price set forth on Schedule A (the "Purchase Price"). The Senior Subordinated

Securities, including the principal and interest, shall be unsecured and subordinate and junior in

right of payment to Senior Indebtedness to the extent set forth in Article VI hereof.

1.2 Closing. On the terms and subject to the conditions set forth in this Agreement,

the closing of the Purchase (the "Closini') will take place at the location specified in Schedule

A. at the time and on the date set forth 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 ofthe conditions to the Closing in this Section

1.2, at the Closing the Company will deliver the Senior Subordinated Securities and the Warrant,

in each case as evidenced by one or more debentures dated the Closing Date and bearing

appropriate legends as hereinafter provided for, against payment by the Investor of the Purchase

Price by wire transfer of immediately available United States funds to such 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 written 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 ofthe Purchased Securities as contemplated by this Agreement.

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

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

conditions:

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

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

on and as of the Closing Date, (y) Sections 2.2(a) through (t) shall be true and correct in

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

representations and warranties that by their terms speak as of another date, which

2
representations and warranties shall be true and correct in all material respects as of such

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

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

Material Adverse Effect" and words ofsimilar import) shall be true and correct as though

made on and as of the Closing Date (other than representations and warranties that by

their tenns speak as of another date, which representations and warranties shall be true

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

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

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

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

perfonned in all material respects all obligations required to be perfonned 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 shall have provided, as filed with the Secretary of State of its

jurisdiction of organization or other applicable Governmental Entity, its certificate or

articles of incorporation, articles of association, or similar organizational document

("Charter ") and its bylaws as in effect on the Closing Date;

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

bonus, incentive and other benefit plans, arrangements 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 (including the Senior Subordinated Securities) of the

Company acquired pursuant to this Agreement or the Warrant, in order to comply with

Section Ill(b) of the Emergency Economic Stabilization Act of 2008 ("EESA"), as

amended, and 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 received a

certificate signed on behalf of the 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 fonn attached hereto as Annex A 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 the agreement ofthe Company hereunder to modify, the tenns of

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

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

of Section III (b) of the EESA, as amended, and as implemented by guidance or

regulation thereunder that has been issued and is in effect as ofthe Closing Date;

3
(vi) the Company shall have delivered to the Investor a written opinion from

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

dated as ofthe Closing Date, in substantially the form attached hereto as Annex B;

(vii) the Company shall have delivered physical certificated debentures in

proper form evidencing the Senior Notes to Investor or its designee(s} in the form

attached hereto as Annex C and Annex D; and

(viii) the Company shall have duly executed the Warrant in substantially the

form 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 reference shall be to a Recital, Article or Section of,

or Annex to, this Securities Purchase Agreement - Standard Terms, 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 of this Agreement. Whenever the words "include," "includes" or

"including" are used in this Agreement, they shall 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 of the 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 of statutes,

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 day except Saturday, Sunday and any day on which banking institutions in the

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

close.

Article II

Representations and Warranties

2.1 Disclosure.

(a) On or prior to the Signing Date, the Company shall have delivered to the Investor

a schedule ("Disclosure Schedule") setting forth, among other things, items the disclosure of

which is necessary or appropriate either in response to an express disclosure requirement

contained in a provision hereof or as an exception to one or more representations or warranties

contained in Section 2.2.

(b) "Company Material Adverse Effect" means a material adverse effect on (i) the

business, results of operation or financial condition of the Company and any of its subsidiaries

4
taken as a whole; provided,howeve r, that Company Material Adverse Effect shall not be deemed

to include the effects of (A) changes after the date of the Letter Agreement (the "Signing Date")

in general business, economic or market conditions (including changes generally in prevailing

interest rates, credit availability and liquidity, currency exchange rates and price levels or trading

volumes in the United States or foreign securities or credit markets), or any outbreak or

escalation of hostilities, declared or undeclared acts of war or terrorism, in each case generalIy

affecting the industries in which the Company and any 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, (C) changes or proposed changes after the Signing Date in securities, banking and other

laws of general applicability or related policies or interpretations of Governmental Entities, (D)

changes or proposed changes after the Signing Date in the taxation of (1) the Company as a

validly electing S corporation within the meaning of Sections 1361 and 1362 of the Internal

Revenue Code of 1986, as amended (the "Code "), or (II) any Company Subsidiary as a

"qualified subchapter S subsidiary" within the meaning of Section 1361 (b)(3)(B) of the Code, or

(E) changes in the CPP (in the case of each of these clauses (A), (B), (C), (D), and (E), other

than changes or occurrences to the extent that such changes or occurrences have or would

reasonably be expected to have a materially disproportionate 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 Purchas~ and other

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

hereunder or thereunder on a timely basis.

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

provided, however, that disclosure in any section ofsuch Disclosure Schedule shalI 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 ofthis Agreement.

2.2 Representations and Warranties ofthe 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 has not, individuaIly 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 properties 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 SoX under the Securities Act of 1933 (the "Securities Act"), has been duly

incorporated and is validly existing in good standing under the laws of its 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 ofthe Signing Date.

5
(b) Capitalization. The Company maintains only one class of equity security. The

authorized capital stock of the Company, and the outstanding capital stock of the Company

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

Company) as of the most recent fiscal month-end preceding the Signing Date (the

"Capitalization Date") is set forth on Schedule B. The outstanding shares of capital stock ofthe

Company have been duly authorized and are 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 does not have outstanding any

securities or other obligations providing the holder the right to 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 authorize, 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 of stock 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 B and (ii) shares disclosed on Schedule B. Each

holder of 5% or more of capital stock of the Company and such holder's primary address are set

forth on Schedule B. The amount of the (A) Allowable Tax Distribution, (8) Additional

Dividends and (C) Total Dividends declared and paid in each case for the year ended December

31, 2008 are set forth on Schedule B.

(c) Senior Subordinated Securities. This Agreement has been duly authorized,

executed and delivered and is, and the Senior Notes, when executed and delivered, will be, the

legal, valid and binding obligations of the Company, each enforceable in accordance with their

respective terms, except to the extent that the enforceability thereof may be limited by applicable

bankruptcy, receivership, conservatorship, 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 Senior Notes do not constitute a separate class of equity

securities, are subordinate and junior in right of payment to the Senior Indebtedness to the extent

set forth in Article VI hereof, and are senior to the Company's common stock (and any other

class of equity in the event the Company ceases to be a validly electing S corporation within the

meaning of Sections 136 I and 1362 of the Code) whether or not issued or outstanding, with

respect to the distribution of assets in the event of any dissolution, liquidation or winding up of

the Company.

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

when executed and delivered as contemplated hereby, will be the legal, valid and binding

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

subject to Bankruptcy Exceptions. The Warrant Securities, when executed and delivered, will

have the same priority as the Senior Subordinated Securities.

(e) Authorization, Enforceability.

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

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

thereunder (which includes the issuance ofthe Senior Notes). The execution, delivery and

performance by the Company of this Agreement and the Warrant and the consummation

6
of the transactions contemplated hereby and thereby have been duly authorized by all

necessary corporate action on the part of the Company and its shareholders, and no

further approval or authorization is required on the part ofthe Company.

(ii) The execution, delivery and performance by the Company of this

Agreement and the Warrant and the consummation of the 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 of time 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 of the properties or assets_

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

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

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

indenture, deed of trust, 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 properties or assets except, in the case of clauses (A)(ii) and

(B), for those occurrences 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 filings with the applicable Governmental Entity, such

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

laws, if applicable, and such as have been 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 of the Purchase except for any such notices, filings,

exemptions, reviews, 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 Adverse Effect.

(f) Agreements Among Shareholders. The Board of Directors ofthe Company (the

"Board ofDirectors") has taken all necessary action to ensure that the transactions contemplated

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

hereby and thereby, including the exercise of the Warrant in accordance with its terms, is not

prohibited by the Company's Charter and bylaws, or any operating agreement or any agreement

among shareholders of the Company, or has obtained all consents required by its Charter or by

such operating agreement or agreements among shareholders, or has amended the Charter and

bylaws, as is necessary, in order to consummate the transactions contemplated by this Agreement

and the Warrant.

7
(g) No Company Material Adverse Effect. Since the last day of the last completed

fiscal period for which financial statements are included in the Company Financial Statements

(as defined below), no fact, circumstance, event, change, occurrence, condition or development

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 (3) 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 (B) 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 oftheir respective dates of filing, the Company Reports complied in

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

applicable Governmental Entities.

(ii) The records, systems, controls, data and information of the 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

therefrom), 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 internal

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

implemented and maintains adequate disclosure controls and procedures to ensure that

material information 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 (B) 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 deficiencies 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

8
information and (y) any fraud, whether or not material, that involves management or

other employees who have a significant role in the Company's internal controls over

financial reporting.

U) No Undisclosed Liabilities. Neither the Company nor any of the 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 of such offering with the offering of any of

the Purchased Securities or the Warrant 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 of the Purchased Securities or the

Warrant Securities to Investor pursuant to this Agreement to the registration requirements of the

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 of their 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

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

the Company or any Company Subsidiaries.

(m) 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, Governmental Entities that are

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

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

Company Subsidiary. 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 ofthem

is, to the knowledge ofthe 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

Governmental 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 statutory or regulatory restrictions of general application or as set forth on

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

9
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) of the Employee Retirement Income Security

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

officer or director of the 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 terms 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 ofthis clause

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

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

"reportable event" (within the meaning of Section 4043(c) of ERISA), 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 (determined 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 of ERISA (other than contributions to the Plan or premiums to the PSGC

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

"multiemployer plan", within the meaning of Section 400 I(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 timely applied for but not received by

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

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

favorable determination Jetter.

(0) Subchapter S Election; Taxes. The Company is a validly electing S corporation

under Sections 1361 and 1362 of the Code, and each Company Subsidiary is a "qualified

subchapter S subsidiary" within the meaning of Section 1361 (b)(3)(B) of the Code. The

Company, the Company Subsidiaries and the shareholders of the Company have not taken any

action which would invalidate such elections. The Company has paid all dividends that are (i)

"Allowable Tax Distributions" and (ii) required by any agreement among shareholders. 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 Tax returns required to be filed through the Signing Date, subject to

permitted extensions, and have paid all Taxes due and owing (whether or not shown on any Tax

Return), and (ii) no Tax deficiency has been determined adversely to the Company or any of the

10
Company Subsidiaries, nor does the Company have any knowledge of any Tax deficiencies.

"Tax" or "Taxes" means any federal, state, local or foreign income, gross receipts, property,

sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add on

minimum, ad valorem, transfer or excise tax, or any other tax, custom, duty, governmental fee or

other like assessment or charge of any kind whatsoever, together with any interest or penalty,

imposed by any Governmental 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 affect 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

party imposing any such environmental liability.

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

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

instruments, including, swaps, caps, floors and option agreements, whether entered into for the

Company's own account, or for the account of one or more ofthe 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 in compliance with all applicable laws, rules,

regulations and regulatory policies and (iii) with counterparties believed to be financially

responsible at the time; and each of such instruments constitutes the valid and legally binding

obligation of the Company or one of the Company Subsidiaries, enforceable in accordance with

its tenos, except 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

11
breaches that would not, individually or in the aggregate, reasonably be expected to have a

Company Material Adverse Effect.

(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 of its 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 Agency" 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 V.S.c. Section 18 I3(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 prudent 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 ofthe material terms thereof, each such policy is outstanding and in full

force and effect, all premiums and other payments due under any material 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 property 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") free and clear of all liens and

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

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

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

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

them has materially infringed, diluted, misappropriated or violated, any ofthe Proprietary Rights

12
owned by any other person. Except as would not, individually or in the aggregate, reasonably be

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 of the 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 of the Company or any Company Subsidiary for which the

Investor could have any liability.

(w) Amendment to Charter To Effect Section 5.20(b). Except as set forth on

Schedule F, the Company is permitted by the laws of its jurisdiction of organization to amend its

Charter to permit the Holders to elect Senior Note Directors in accordance with, and upon the

conditions set forth in, Section 5.20(b). Ifpermitted by such laws, the Company agrees to take

all corporate action necessary to amend its Charter and any other applicable organizational

documents, to permit the Holders to elect the Senior Note Directors in accordance with, and

upon the events set forth in, Section 5.20(b) no later than the date which is the earlier of(i) the

next scheduled meeting ofshareholders or (ii) the date which is 13 months from the Signing

Date. The Company further agrees to notifY the Investor ofthe date upon which the shareholders

approve such amendment to the Charter and any other applicable organizational documents and

to provide the Investor with a copy ofthe amended Charter certified by the Secrctary of State or

such other authorized person ofthe Company's jurisdiction of organization.

Article UJ

Covenants

3.1 Commercially Reasonable Efforts. Subject to the terms and conditions ofthis

Agreement, each of the 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 Investor to that end.

3.2 Expenses. Unless otherwise provided in this Agreement or the Warrant, 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

fecs and expenses of its own financial or othcr consultants, investment bankers, accountants and

counsel.

13
3.3

Exchange.

Ability to Issue Senior Subordinated Securities on Exercise of Warrant; Listing on

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

been fully exercised, the Company shall not at any time take any action that would prohibit the

Investor from exercising the Warrant.

(b) If the 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

Senior Notes to be approved for listing on a national securities exchange as promptly as

practicable following such request.

3.4 Certain Notifications Until Closing. From the Signing Date until the Closing, the

Company shall promptly notify the Investor 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

cause any covenant or agreement of the 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, further, 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, Information and Confidentiality.

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

Notes having an aggregate face value of less than 10% of the Purchase Price, the Company will

permit 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 of the 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

information material to the Investor's investment in the Company provided by the Company to

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

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

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

or any Company Subsidiary to disclose any information 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 agreement to which the Company or any Company

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

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

14
appropriate substitute disclosure arrangements under circumstances where the restrictions in this

clause (ii) apply).

(b) From the Signing Date until the date on which all of the Senior Notes have been

paid in full, the Company will deliver, or will cause to be delivered, to the Investor:

(i) as soon as avai lable after the end of each fiscal year of the Company, and

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

the end of such fiscal year, and consolidated statements of income, retained earnings and

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

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

fiscal year of the Company, and which shall be audited to the extent audited financial

statements are available; and

(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 shareholders ofthe Company or Company management.

(c) The Investor will use reasonable best efforts 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 information

(collectively, ''In/onnation'') concerning the Company furnished or made available to it by the

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

information 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 Securities with

a face value or, in the case of the Warrant, a face value of the underlying Warrant Securities, no

less than an amount equal to 2% ofthe Purchase Price.

3.6 Capital Covenant. So long as the Senior Subordinated Securities or the Warrant

Securities are outstanding, the Company and the Company Subsidiaries shall maintain such

capital as may be necessary to meet the minimum capital requirements of the Appropriate

Federal Banking Agency, as in effect from time to time.

Article IV

Remedies oftbe Holders upon Event of Default

4.1 Event of Default. "Event 0/ De/ault" shall mean the occurrence or existence of

anyone or more ofthe following:

15
(a) Payment. (i) Failure to pay any installment or other payment of principal or,

subject to Section 5.6, interest of any of the Senior Subordinated Securities or Warrant

Securities, when due, or (ii) failure to pay any other amount due under any Transaction

Documents; or

(b) Default in Other Agreements. (i) Failure of the Company or any Company

Subsidiary to pay when due or within any applicable grace period any principal or interest on

Indebtedness or (ii) breach or default ofCompany or any Company Subsidiary, or the occurrence

of any condition or event, with respect to any Indebtedness of such Company or any Company

Subsidiary, if the effect of such breach, default or occurrence is to cause such Indebtedness to

become or be declared due prior to its stated maturity; or

(c) Breach of Certain Provisions. Failure of the Company or any Company

Subsidiary, as the case may be, to perform or comply with the terms and conditions contained in

Section 3.6, Section 5.8, Section 5.) 4, or Section 5.20.

(d) Breach of Warranty. Any representation, warranty, certification or other statement

made by the Company or any Company Subsidiary in any Transaction Documents or in any

statement or certificate at any time given by the Company or any Company Subsidiary in writing

pursuant to or in connection with any of the Transaction Documents is false in any material

respect on the date made or, if such representation, warranty, certification or other statement

relates to a date other than the date as of which made, then as of such date, which in either case

could reasonably be expected to result in a Company Material Adverse Effect; or

(e) Other Defaults Under Transaction Documents. The Company or any Company

Subsidiary defaults in the performance of or compliance with any material term contained in the

Transaction Documents (other than occurrences described in other provisions of this Section 4.1

for which a different grace or cure period is specified or which constitute immediate Events of

Default) and such default is not remedied or waived within thirty (30) days after the earlier of

(i) receipt by the Company of notice of such default from Holders holding more than fifty

percent (50%) of the aggregate outstanding principal amount of the Senior Notes; provided,

however, that after payment in full of the Senior Subordinated Securities, Majority Holders shall

mean Holders owning more than fifty percent (50%) of the Warrant Securities (the "Majority

Holders") or (ii) actual knowledge of an executive officer of the Company or any Company

Subsidiary ofsuch default; or

(f) Bankruptcy and Deferral ofInterest Beyond 20 Consecutive Quarters.

(i) A court having proper jurisdiction shall enter a decree or order for relief

in respect of the Company in an involuntary case under any applicable bankruptcy,

insolvency or other similar law now or hereafter in effect, or appoints a receiver,

liquidator, assignee, custodian, trustee, sequestrator or other similar official of the

Company or for any substantial part of its property, or orders the winding-up or

liquidation of its affairs and such decree, appointment or order shall remain unstayed and

in effect for a period ofsixty (60) days; or

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(ii) The Company shall commence a voluntary case under any applicable

bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to

the entry of an order for relief in an involuntary case under any such law, or shall consent

to the appointment of or taking possession by a receiver, liquidator, assignee, trustee,

custodian, sequestrator or other similar official ofthe Company or of any substantial part

of its property, or shall make any general assignment for the benefit of creditors, or shall

fail generally to pay its debts as they become due; or

(iii) A court or administrative or governmental agency or body shall enter a

decree or order for the appointment of a receiver ofthe Company or any subsidiary ofthe

Company that (a) is a depository institution and (ii) meets the definition of "significant

subsidiary" within the meaning of Rule 405 under the Securities Act (a "Major

Depository Institution Subsidiary') or all or substantially all of its property in any

liquidation, insolvency or similar proceeding with respect to the Company or such Major

Depository Institution Subsidiary or all or substantially all of its property; or

(iv) The Company or a Major Depository Institution Subsidiary shall consent

to the appointment of a receiver for it or all or substantially all of its property in any

liquidation, insolvency or similar proceeding with respect to it or all or substantially all of

its property.

(v) The Company shall have deferred interest on the Senior Subordinated

Securities or any Warrant Securities, pursuant to Section 5.6, for more than 20

consecutive quarters.

(g) Dissolution. Any order, judgment or decree is entered against the Company or a

Company Subsidiary decreeing the dissolution or split up ofthe Company or a Company

Subsidiary and such order remains undischarged or unstayed for a period in excess ofthirty

(30) days; or

(h) Solvency. The Company or a Company Subsidiary ceases to be solvent or admits

in writing its present or prospective inability to pay its debts as they become due or is notified

that it is considered an institution in "troubled condition" within the meaning of 12 U.S.c.

Section 1831 i and the regulations promulgated thereunder; or

(i) Injunction. The Company or a Company Subsidiary is enjoined, restrained or in

any way prevented by the order of any court or any administrative or regulatory agency from

conducting all or any part of its business for more than thirty (30) days unless such event or

circumstance could not reasonably be expected to have a Company Material Adverse Effect; or

U) [nvalidity of Transaction Documents. Any of the Transaction Documents for any

reason, other than a partial or full release in accordance with the terms thereof, ceases to be in

full force and effect or is declared to be null and void by any court of law having jurisdiction

over such matters, or the Company or any Company Subsidiary denies that it has any further

liability under any Transaction Documents to which it is party, or gives notice to such effect.

4.2 Acceleration and other Remedies.

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(a) Non-Bankruptcy or Deferral of Interest Defaults. When any Event of Default

other than those set forth in Subsection 4.1 (f) has occurred and is continuing, the Majority

Holders may, by written notice to the Company, enforce any and al/ rights and remedies

available to the Holders under the Transaction Documents or applicable law; provided, however,

the Holders may not accelerate payment of the principal of, or the accrued interest on, the Senior

Notes.

(b) Bankruptcy or Deferral of Interest Defaults. When any Event of Default described

in Subsection 4.1 CO has occurred and is continuing, then the Senior Notes, including both

principal and interest, and al/ fees, charges and other obligations payable hereunder and under

the Transaction Documents, shall immediately become due and payable without presentment,

demand, protest or notice of any kind. In addition, the Holders may exercise any and all remedies

available to it under the Transaction Documents or applicable law.

(c) Tier I Capital Characterization. If the Company (other than an "insured

depository institution" as defined in Section 3(c)(2) of the Federal Deposit Insurance Act, as

amended) receives a written notification from its Appropriate Federal Banking Agency that the

Senior Notes no longer constitute Tier I Capital ofthe Company, other than due to the limitation

imposed by the second sentence of 12 C.F.R. Section 250. I66(e), which limits the capital

treatment of subordinated debt during the five years immediately preceding the maturity date of

the subordinated debt, and the Senior Notes, the Warrant and this Agreement cannot be

restructured so as to qualitY the Senior Notes for Tier 1 capital treatment, and if thereafter any

Event of Default shall occur under Section 4.1, the Majority Holders may declare the Senior

Notes and any other amounts due Holders hereunder immediately due and payable, whereupon

the Senior Notes and such other amounts payable hereunder shall immediately become due and

payable, without presentments, demand, protest or notice of any kind.

4.3 Suits for Enforcement. In case anyone or more Events of Default shall have

occurred and be continuing, unless such Events of Default shall have been waived in the manner

provided in Section 7.4 hereof, the holders ofthe Warrants and the Majority Holders, subject to

the terms of Article VI hereof, may proceed to protect and enforce their rights under this Article

IV by suit in equity or action at law. It is agreed that in the event of such action, or any action

between the holders of the Warrants or the Holders of the Senior Notes and the Company

(including its officers and agents) in connection with a breach or enforcement ofthis Agreement,

the holders of the Warrants and the Holders of the Senior Notes shall be entitled to receive all

reasonable fees, costs and expenses incurred, including without limitation such reasonable fees

and expenses of attorneys (whether or not litigation is commenced) and reasonable fees, costs

and expenses of appeals.

4.4 Holders May File Proofs of Claim. In case there shall be pending proceedings for

the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under

Title II, United States Code, or any other applicable law, or in case a receiver, conservator or

trustee shall have been appointed for the Company or a Major Depository Institution Subsidiary

of the Company or such other obligor, or in the case of any other similar judicial proceedings

relative to the Company, Major Depository Institution Subsidiary or other obligor upon the

Notes, or to the creditors or property ofthe Company, Major Depository Institution Subsidiary or

such other obligor, any Holder, irrespective of whether the principal of the Notes shall then be

18
due and payable as therein expressed or by declaration or otherwise and irrespective of whether

any such Holder shall have made any demand pursuant to the provisions ofthis Section 4.4, shall

be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a

claim or claims for the whole amount of principal and interest owing and unpaid in respect ofthe

Notes held by any such Holder and, in case of any judicial proceedings, to file such proofs of

claim and other papers or documents as may be necessary or advisable in order to have the

claims of any such Holder allowed in such judicial proceedings relative to the Company, Major

Depository Institution Subsidiary or any other obligor on the Notes, or to the creditors or

property of the Company or such other obligor, unless prohibited by applicable law and

regulations, to vote in any election of a trustee or a standby trustee in arrangement,

reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing

similar functions in comparable proceedings, and to collect and receive any moneys or other

property payable or deliverable to any such Holder on any such claims.

Article V

Additional Agreements

5.\ Purchase for Investment. The Investor acknowledges that the Purchased Securities

and the Warrant Securities have not been registered under the Securities Act, or under any state

securities laws. The Investor acknowledges that the Purchased Securities and the Warrant

Securities are not being sold pursuant to an Indenture qualified under the Trust Indenture Act of

1939, as amended (the "Indenture Act"). The Investor (a) is acquiring the Purchased Securities

and the Warrant Securities pursuant to an exemption from registration under the Securities Act

and an exemption from qualification of an indenture under the Indenture Act, and is acquiring

the Purchased Securities and the Warrant Securities solely for investment with no present

intention to distribute them to any person in violation ofthe Securities Act or any applicable U.S.

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

the Warrant Securities, except in compliance with the registration requirements or exemption

provisions of the Securities Act and any applicable U.S. state securities laws, and (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 informed

investment decision.

5.2 Form of Purchased Security and Warrant Security. The Senior Subordinated

Security shall be substantially in the form of Annex C hereto, the Warrant Security shall be

substantially in the form of Annex D hereto, and the Warrant shall be substantially in the form of

Annex E hereto, the respective terms of which are incorporated in and made a part of this

Agreement. The Senior Notes shall be issued, and may be transferred, only in denominations

having an aggregate principal amount of not less than $1,000 and integral multiples of $\ ,000 in

excess thereof. The Senior Notes shall be in registered form without coupons and shall be

numbered, lettered or otherwise distinguished in such manner or in accordance with such plans

as the officers executing the same may determine as evidenced by the execution thereof.

5.3 Execution of Senior Notes. The Senior Notes shall be signed in the name and on

behalf of the Company by the manual or facsimile signature of its President, Chief Executive

Officer, Chief Financial Officer or one of its Executive Vice Presidents under its corporate seal

19
(if legally required) which may be affixed thereto or printed, engraved or otherwise reproduced

thereon, by facsimile or otherwise, and which need not be attested, unless otherwise required by

the Company's Charter or bylaws or applicable law. Every Purchased Security and Warrant

Security shall be dated the date of its execution and delivery.

5.4 Payment of Principal and Interest. The Company covenants and agrees for the

benefit ofthe Holders ofthe Senior Notes that it will duly and punctually payor cause to be paid

the principal of and, subject to Section 5.6, interest on the Senior Notes at the respective times

and in the manner provided herein. Payment of the principal of and interest on the Senior Notes

due on the Maturity Date will be made by the Company in immediately available funds against

presentation and surrender of the Senior Notes. Subject to Section 5.6, each installment of

interest on the Senior Notes due on an Interest Payment Date other than the Maturity Date shall

be paid by wire transfer of immediately available funds to any account with a banking institution

located in the United States designated by such Holder no later than the related Regular Record

Date.

5.5 Computation ofInterest.

(a) The amount of interest payable for any Interest Period (as defined below) will be

computed as provided in the Senior Notes.

(b) Each Senior Note will bear interest at the Interest Rate (i) in the case ofthe initial

Interest Period, for the period from, and including, the date of original issuance of such Senior

Note to, but excluding, the initial Interest Payment Date and (ii) thereafter, for the period from,

and including, the first day following the end of the preceding Interest Period to, but excluding,

the applicable Interest Payment Date or, in the case of the last Interest Period, the Maturity Date

(each such period, an "Interest Period'), on the principal thereof, on any overdue principal and

(to the extent that payment of such interest is enforceable under applicable law) on any overdue

installment of interest (including Deferred Interest and Defaulted Interest), payable on each

Interest Payment Date or the Maturity Date, as the case may be. Interest on any Senior Note that

is payable, and is punctually paid or duly provided for by the Company, on any Interest Payment

Date shall be paid to the Person in whose narne such Senior Note is registered at the close of

business on the Regular Record Date for such interest installment.

(c) Any interest on the Senior Note (other than Deferred Interest pursuant to Section

5.6) that is payable, but is not punctually paid or duly provided for by the Company, on any

Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to

the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such

Defaulted Interest shall be paid by the Company to the Persons in whose names such Senior

Notes are registered at the close of business on a special record date for the payment of such

Defaulted Interest, which shall be fixed in the following manner: the Company shall notify the

Holder in writing of the amount of Defaulted Interest proposed to be paid on each such Senior

Note and the date of the proposed payment. Thereupon the Board of Directors shall fix a special

record date for the payment ofsuch Defaulted Interest, which shall not be more than 15 nor less

than 10 days prior to the date of the proposed payment. The Company shall cause notice of the

proposed payment of such Defaulted Interest and the special record date therefor to be mailed,

first class postage prepaid, to each Holder of a Senior Note at his, her or its address as it appears

20
in the Senior Note Register, not less than 10 days prior to such special record date. Notice ofthe

proposed payment of such Defaulted Interest and the special record date therefor having been

mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such

Senior Notes are registered on such special record date and thereafter the Company shall have

no further payment obligation in respect ofthe Defaulted Interest.

(d) The Company may make payment of any Defaulted Interest on the Senior Notes

in any other lawful manner not inconsistent with the requirements of any securities exchange on

which such Senior Notes may be listed, and upon such notice as may be required by such

exchange.

(e) Subject to the foregoing provisions ofthis Section 5.5, each Senior Note delivered

under this Agreement upon registration of transfer of or in exchange for or in lieu of any other

Senior Note shall carry the rights to interest accrued and unpaid, and to accrue, that were carried

by such other Senior Note.

5.6 Extension ofInterest Payment Period. So long as no other Event of Default has

occurred and is continuing, the Company shall have the right, from time to time and without

causing an Event of Default, to defer payments of interest on the Senior Notes by extending the

Interest Period on the Senior Notes at any time and from time to time during the term ofthe

Senior Notes, for up to 20 consecutive quarterly periods (each such extended Interest Period,

together with all previous and further consecutive extensions thereof, is referred to herein as an

"Extension Period'). No Extension Period may end on a date other than an Interest Payment

Date or extend beyond the Maturity Date, as the case may be. During any Extension Period,

interest will continue to accrue on the Senior Notes, and interest on such accrued interest (such

accrued interest and interest thereon referred to herein as "Deferred Interest") will accrue at an

annual rate equal to the Interest Rate applicable during such Extension Period, compounded on

each Interest Payment Date during such Extension Period, to the extent permitted by applicable

law. No interest or Deferred Interest shall be due and payable during an Extension Period,

except at the end thereof. At the end of any Extension Period, the Company shall pay all

Deferred Interest then accrued and unpaid on the Senior Notes; provided, however, that during

any Extension Period, the Company shall be subject to the restrictions set forth in Section 5.14.

Prior to the termination of any Extension Period, the Company may further extend such

Extension Period, provided, that no Extension Period (including all previous and further

consecutive extensions that are part ofsuch Extension Period) shall exceed 20 consecutive

quarterly periods. Upon the termination of any Extension Period and upon the payment of all

Deferred Interest, the Company may commence a new Extension Period for up to 20 consecutive

quarterly periods as ifno prior Extension Period had occurred, subject to the foregoing

requirements. The Company must give the Holders notice of its election to begin or extend an

Extension Period at least one Business Day prior to the Regular Record Date applicable to the

next succeeding Interest Payment Date.

5.7 Legends.

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

Senior Notes will bear a legend substantially to the following effect:

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"THIS SENIOR SUBORDINATED SECURITY WILL BE ISSUED AND MAYBE

TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $ I,000 AND

MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY AlTEMPTED TRANSFER

OF SUCH SECURITIES IN A DENOMINATION OF LESS THAN $1,000 AND

MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID

AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED

TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH

SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE

RECEIPT OF PAYMENTS ON SUCH SECURITIES, AND SUCH PURPORTED

TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN

SUCH SECURITIES.

THIS SECURITY IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN

THE LETTER AGREEMENT BY AND BETWEEN THE COMPANY AND THE

UNITED STATES DEPARTMENT OF THE TREASURY AND SECURITIES

PURCHASE AGREEMENT - STANDARD TERMS (THE "AGREEMENT'), EACH

OF WHICH ARE INCORPORATED INTO THIS NOTE.

THIS OBLIGATION IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IS NOT

INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE

CORPORATION, THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE

SYSTEM OR ANY OTHER GOVERNMENTAL AGENCY. THIS OBLIGATION IS

SUBORDINATED TO THE CLAIMS OF GENERAL AND SECURED CREDlTORS

OF THE COMPANY AND IS NOT SECURED.

THIS SECURITY HAS 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 THIS SECURITY

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 THIS SECURITY BY ITS ACCEPTANCE

HEREOF (I) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER"

(AS DEFINED IN RULE I44A 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 UNDER THE SECURITIES ACT THAT

PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A

QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN rnAT THE

TRANSFER IS BEING MADE IN RELIANCE ON RULE I44A, (C) TO THE

22
COMPANY OR (0) 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 TIllS

SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF

THIS LEGEND.

THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON

TRANSFER AND OTHER PROVISIONS OF THE AGREEMENT BETWEEN THE

COMPANY AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH

IS ON FILE WITH THE COMPANY. THIS SECURlTY MAY NOT BE SOLD OR

ornERWISE TRANSFERRED EXCEPT IN COMPLIANCE WIrn SAID

AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WIrn

SAID AGREEMENT WILL BE VOrD."

(b) In the event that any Senior Notes (A)(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), and (B)(i)

become subject to an Indenture qualified under the Indenture Act or (ii) are exempt from

qualification under the Indenture Act, the Company shall issue new certificates or other

instruments representing such Senior Notes, which shall not contain the applicable legends in

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

issued certificates or other instruments.

5.8 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 (if not the

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

every covenant, agreement and condition contained in this Agreement, the Senior Subordinated

Securities, the Warrant (if unexercised) and the Warrant Securities to be performed and observed

by the Company.

5.9 Transfer of Senior Notes; Restrictions on Exercise ofthe Warrant.

(a) The Company or its duly appointed agent shall maintain a register (the "Senior

Note Register") for the Senior Notes in which it shall register the issuance and transfer of the

Senior Notes. All transfers of the Senior Notes shall be recorded on the Senior Note Register

maintained by the Company or its agent, and the Company shall be entitled to regard the

registered Holder of such Senior Note as the actual owner of the Senior Note so registered until

the Company or its agent is required to record a transfer of such Senior Note on its Senior Note

Register. The Company or its agent shall, subject to applicable securities laws, be required to

record any such transfer when it receives the Senior Note to be transferred duly and properly

endorsed by the registered Holder or by its attorney duly authorized in writing.

(b) The Company or its duly appointed agent shall maintain a register (the"Warranl

Register") for each of the Warrants in which it shall register the issuance and transfer of the

Warrants. All transfers of the Warrant shall be recorded on the Warrant Register maintained by

23
the Company or its agent, and the Company shall be entitled to regard the registered holder of

such Warrant as the actual owner ofthe Warrants so registered until the Company or its agent is

required to record a transfer ofsuch Warrant on its Warrant Register. The Company or its agent

shall, subject to applicable securities laws, be required to record any such transfer when it

receives the Warrant to be transferred duly and properly endorsed by the registered holder or by

its attorney duly authorized in writing.

(c) The Company shall at any time, upon written request of the Holder of a Senior

Note and surrender of the Senior Note for such purpose, at the expense of the Company, issue

new Senior Notes in exchange therefor in such denominations of at least $1,000, as shall be

specified by the Holder of such Senior Note, in an aggregate principal amount equal to the then

unpaid principal amount of the Senior Note or Senior Notes surrendered and substantially in the

form of Annex C or Annex D, as the case may be, with appropriate insertions and variations, and

bearing interest from the date to which interest has been paid on the Senior Note surrendered.

(d) All Senior Notes presented for registration oftransfer or for exchange or payment

shall be duly endorsed by, or be accompanied by, a written instrument or instruments of transfer

in a form satisfactory to the Company duly executed by the Holder or such Holder's attorney

duly authorized in writing.

(e) No service charge shall be incurred for any exchange or registration oftransfer of

Senior Notes, but the Company may require payment of a sum sufficient to cover any tax, fee or

other governmental charge that may be imposed in connection therewith.

(t) Prior to due presentment for the registration of a transfer of any Senior Note, the

Company and any agent of the Company may deem and treat the Person in whose name such

Senior Note is registered as the absolute owner and Holder of such Senior Note for the purpose

of receiving payment of principal of and interest on such Senior Note and none of the Company

or any agents ofthe Company shall be affected by notice to the contrary.

(g) Subject to compliance with applicable securities laws, the Holder shall be

permitted to transfer, sell, assign or otherwise dispose of ("Transfer") all or a portion of the

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

as may be reasonably requested by the Investor to facilitate the Transfer of the Purchased

Securities and the Warrant Securities; provided that the Investor and its transferees shall use their

commercially reasonable efforts not to effect any Transfer of any Purchased Securities or

Warrant Securities if such 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

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

cooperation to facilitate any Transfers of the Purchased Securities and the Warrant Securities,

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

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

information as is required by Section 3.5(d)) and making management of the Company

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.

24
5.10 Replacement of Senior Notes. Upon receipt of evidence reasonably satisfactory

to the Company of the loss, theft, destruction or mutilation of any Senior Note, and, in the case

of any such loss, theft or destruction, upon delivery of a bond of indemnity reasonably

satisfactory to the Company (provided that the Investor or any institutional Holder of a Senior

Note may instead deliver to the Company an indemnity agreement in form and substance

reasonably satisfactory to the Company), or, in the case of any such mutilation, upon surrender

and cancellation of the Senior Note, as the case may be, the Company will issue a new Senior

Note of like tenor, in lieu ofsuch lost, stolen, destroyed or mutilated Senior Note.

5.11 Cancellation. All Senior Notes surrendered for the purpose of payment. exchange

or registration of transfer, shall be surrendered to the Company and promptly canceled by it, and

no Senior Notes shall be issued in lieu thereof except as expressly permitted by any of the

provisions of this Agreement. The Company shall destroy all canceled Senior Notes.

5.12 Registration Rights.

(a) Unless and until the Company be<:omes 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 5.12 (other than Section 5.12(b)(iv)-(vi»; provided that the

Company covenants and agrees that it shall comply with this Section 5.12 as soon as practicable

after the date that it becomes subject to such reporting requirements.

(b) Registration.

(i) Subject to the terms and conditions of this 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 (A) 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), and (B) prepare an Indenture covering the Registrable

Securities meeting the requirements of the Indenture Act and use its reasonable best

efforts to cause such Indenture to be qualified under the Indenture Act. Notwithstanding

the foregoing, if the Company is not eligible to file a registration statement on Form 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 5.12(b)(i) shall be effected by means

of a shelf registration on an appropriate form under Rule 415 under the Securities Act (a

25
"Shelf Registration 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 5./2(d); provided that the

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

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

Purchase Price if such Purchase Price is less than $2 billion and (ii) $200 miJlion if the

Purchase Price is equal to or greater than $2 billion. The lead underwriters in any such

distribution shall be selected by the Holders of a majority 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 of the

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 Shelf Registration Statement) or an

underwritten offering pursuant to Section 5.12(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 of the 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 ofthe 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 (I) only if the Company has

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

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

l2-month period and not more than 90 days in the aggregate in any 12-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 5.l2(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 (A) give prompt written notice to the Investor

and all other Holders of its 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

for inclusion therein within ten business days after the date of the Company's notice and

(B) if requested by the Investor or a Holder, prepare an Indenture meeting the

requirements of the Indenture Act and use its reasonable best efforts to cause such

Indenture to be qualified under the Indenture Act (such registration and qualification, a

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

withdraw its Registrable Securities from such Piggyback Registration by giving written

notice to the Company and the managing underwriter, if any, on or before the fifth (5 th

)

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

Company may terminate or withdraw any registration under this Section 5. I2(b)(iv) prior

to the effectiveness of such registration or qualification, whether or not Investor or any

other Holders have elected to include Registrable Securities in such registration.

26
(v) If the registration referred to in Section 5.12(b)(iv) is proposed to be

underwritten, the Company will so advise Investor and all other Holders as a part of the

written notice given pursuant to Section 5.12(b)(iv). In such event, the right ofInvestor

and all other Holders to registration pursuant to Section 5.12(b) will be conditioned upon

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

Registrable Securities in the underwriting if such 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 other persons distributing their securities

through such underwriting) enter into an underwriting agreement in customary fonn with

the underwriter 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 ofthe

tenns of the underwriting, such person may elect to withdraw therefrom by written notice

to the Company, the managing underwriters 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 5.12(b)(ii) or (y) a Piggyback Registration

under Section 5.12(b)(iv) relates to an underwritten offering on behalf of the Company,

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

opinion the number of securities requested to be included in such offering exceeds the

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

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

in such offering only such number of securities that in the reasonable opinion of such

managing underwriters can be sold without adversely affecting the marketability of the

offering (including an adverse effect on the per security 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 5.12(b)(iv), the securities the Company proposes to sell, (8)

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

inclusion of Registrable Securities pursuant to Section 5.1 2(b)(ii) or Section 5.12(b)(iv),

as applicable, pro rata on the basis of the aggregate number of such securities 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 tenns of this Agreement; provided, however,

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 agreement.

(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 ofthe securities so registered pro rata on the basis ofthe aggregate offering or sale price

ofthe 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

27
effective Shelf Registration Statement, the Company shall, as expeditiously as reasonably

practicable:

(i) Prepare and file with the SEC: (A) a prospectus supplement or posteffective amendment with respect to a proposed offering of Registrable Securities

pursuant to an effective registration statement, subject to Section 5.12(d), keep such

registration statement effective and keep such prospectus supplement current until the

securities described therein are no longer Registrable Securities; and (B) an Indenture for

qualification under the Indenture Act.

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

the applicable registration statement and the prospectus or prospectus supplement used in

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

provisions of the Securities Act; and (B) to the Indenture, with respect to the disposition

of all securities covered by such registration statement and Indenture.

(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, the Indenture and

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

ofRegistrable 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 of such

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 statement 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 ofthe 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 of Registrable Securities at any time when a

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

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

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

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

the circumstances then existing.

(vi) Give written notice to the Holders:

(A) when any registration statement or Indenture filed pursuant to

Section 5.12(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 effective;

28
(8) of any request by the SEC for amendments or supplements to any

registration statement or the prospectus included therein, or the Indenture or for

additional information;

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

notification with respect to the suspension of the 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 or to the Indenture in order to make the statements therein

not misleading (which notice shall be accompanied by an instruction to suspend

the use ofthe 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 5.12(d)(x)

cease to be true and correct.

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

withdrawal of any order suspending the effectiveness of any registration statement

referred to in Section 5.12(d)(vi)(C) at the earliest practicable time.

(viii) Upon the occurrence of any event contemplated by Section 5.12(d)(v) or

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

statement or a supplement to the related prospectus or the Indenture or file any other

required document so that, as thereafter delivered to the Holders and any underwriters,

the prospectus or the Indenture 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 5.l2(d)(vi)(E) to suspend the use of the prospectus

until the requisite changes to the prospectus or the Indenture have been made, then the

Holders and any underwriters shall suspend use of such prospectus and use their

reasonable best efforts to return to the Company all copies of such 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 12-month period shall 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 certificates into book-entry form in accordance with

any procedures reasonably requested by the Holders or any managing underwriter(s).

29
(x) If an underwritten offering is requested pursuant to Section 5.12(b)(ii),

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

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 of the 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 securityholders and the managing

underwriter(s), if any, with respect to the business of the 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 form,

substance and scope, and, if true, confirm the same if and when requested, (B) use its

reasonable best efforts to furnish the underwriters with opinions of counsel to the

Company, addressed to the managing underwriter(s), if any, 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 Shelf Registration 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 of selling Holders, the

managing underwriter(s), if any, and any attorneys 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 corporate documents and

properties of the 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

registered public offering of securities) by any such representative, managing

underwriter(s), attorney or accountant in connection 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 issued by the

Company are then listed or, if no similar securities issued by the Company are then listed

30
on any national seCUrities exchange, use its reasonable best efforts to cause all such

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 of the 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 of such securities and make all required

filings of such prospectus supplement or such amendment as soon as practicable after the

Company has received such request.

(xiv) Timely provide to its securityholders earning statements satisfYing the

provisions of Section II (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, or Indenture contains or may

contain an untrue 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 of such registration statement, prospectus or

prospectus supplement, or Indenture, 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

Indenture, or until the Investor and/or such Holder is advised in writing by the Company that the

use of the prospectus and, if applicable, prospectus supplement or Indenture may be resumed,

and, ifso directed by the Company, the Investor and/or such Holder shall deliver to the Company

(at the Company's expense) all copies, other than permanent file copies then in the Investor

and/or such Holder's possession, of the prospectus and, if applicable, prospectus supplement or

Indenture covering such Registrable Securities current at the time of receipt of such notice. The

total number of days that any such suspension may be in effect in any 12-month period shall not

exceed 90 days.

(f) Termination of Registration Rights. A Holder's registration rights as to any

securities held by such Holder (and its Affiliates, partners, members and fonner members) shall

not be available unless such securities are Registrable Securities.

(g) Furnishing Information.

(i) Neither the Investor nor any Holder shall use any free writing prospectus

(as defined in Rule 405) in connection with the sale of Registrable Securities without the

prior written consent of the Company.

(ii) It shall be a condition precedent to the obligations of the Company to take

any action pursuant to Section 5.12(d) that Investor and/or the selling Holders and the

underwriters, if any, shall furnish to the Company such information regarding

themselves, the Registrable Securities held by them and the intended method of

31
disposition of such securities as shall be required to etTect the registered otTering 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, such Holder's officers, directors, employees, agents,

representatives and Affiliates, and each Person, if any, that controls a Holder within the

meaning of the 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 incurred 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 prospectus 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 term is defined in Rule

405) or contained in any Indenture, 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 term is defined

in Rule 405) or contained in any Indenture, 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 information regarding such 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 any Indenture or (8) otTers or sales effected by

or on behalf ofsuch Indemnitee "by means of' (as defined in Rule 159A) a "free writing

prospectus" (as defined in Rule 405) that was not authorized in writing by the Company.

(ii) If the indemnification provided for in Section 5.12(h)(i) is unavailable to

an Indemnitee with respect to any losses, claims, damages, actions, liabilities, costs or

expenses referred to therein or is insufficient to hold the Indemnitee harmless 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 of such losses,

claims, damages, actions, liabilities, costs or expenses in such proportion as is appropriate

to reflect the relative fault of the Indemnitee, on the one hand, and the Company, on the

other hand, in connection with the statements or omissions which resulted in such losses,

claims, damages, actions, liabilities, costs or expenses as well as any other relevant

equitable considerations. The relative fault of the Company, on the one hand, and of the

32
Indemnitee, on the other hand, shall be detennined 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 infonnation and opportunity to correct or prevent such

statement or omission; the Company and each Holder agree that it would not be just and

equitable if contribution pursuant to this Section 5.12(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 5.12(h)(i). No Indemnitee guilty of fraudulent

misrepresentation (within the meaning of Section II (f) of the Securities Act) shall be

entitled to contribution from the Company if the Company was not guilty of such

fraudulent misrepresentation.

(i) Assignment of Registration Rights. The rights of the Investor to registration of

Registrable Securities pursuant to Section 5.12(b) may be assigned by the Investor to a transferee

or assignee of Registrable Securities with a face value or, in the case of the Warrant, the face

value of the underlying Warrant Securities, no less than an amount equal to (i) 2% of the

Purchase Price ifsuch Purchase Price is less than $2 billion and (ii) $200 million if the Purchase

Price 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 ofRegistrable Securities that are being assigned.

G) Clear Market. With respect to any underwritten offering of Registrable Securities

by the Investor or other Holders pursuant to this Section 5.12, 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 subordinated debentures or equity securities of the Company or any

securities convertible into or exchangeable or exercisable for subordinated debentures or equity

securities 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 underwriter for such underwritten offering. The Company also agrees to cause such of

its directors and senior executive officers to execute and deliver customary lock-up agreements

in such fonn and for such time period up 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 Form S-4 or Fonn S-8 (or successor

form) or (B) shares of equity securities and/or options or other rights in respect thereof to be

offered to directors, members of management, employees, consultants, customers, lenders or

vendors of the 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 and

Holders the benefits of certain rules and regulations ofthe SEC which may permit the sale of the

Registrable Securities to the public without registration, the Company agrees to use its

reasonable best efforts to:

(i) make and keep public information available, as those tenns are understood

and defined in Rule I44(c)( I) or any similar or analogous rule promulgated under the

Securities Act, at all times after the Signing Date;

33
(ii) (A) file with the SEC, in a timely manner, all reports and other documents

required of the 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

information necessary to permit sales pursuant to Rule 144A (including the information

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 forthwith upon request: a written statement by the

Company as to its compliance with the reporting requirements of Rule 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 reports and documents as the Investor or Holder

may reasonably request in availing itself of any rule or regulation of the 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) Definitions. As used in this Section 5.12, the following terms shall have the

following respective meanings:

(i) "Holder" for purposes of this Section 5.12, means the Investor and any

other Holder of Registrable Securities to whom the registration rights conferred by this

Agreement have been transferred in compliance with Section 5.12(h) hereof.

(ii) "Holders' Counsd' means one counsel for the selling Holders chosen by

Holders 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

the declaration or ordering of effectiveness of such 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 Senior Notes, (B) the Warrant

(subject to Section 5.12(q)) and (C) any 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, or in connection with a combination,

recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or

other 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 5.12(p), they may be sold

pursuant to Rule 144 without limitation thereunder on volume or manner of sale, (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

34
the seCUrities. No Registrable Securities may be registered under more than one

registration statement at anyone time.

(v) "Regisrrarion 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 5.12, including all registration, filing and listing fees, printing expenses, fees

and disbursements of counsel for the Company, blue sky fees and expenses, 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

connection 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 159A", "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 security

transfer taxes applicable to the sale of Registrable Securities and fees and disbursements

of counsel for any Holder (other than the fees and disbursements of Holders' Counsel

included in Registration Expenses).

(m) Forfeiture of Rights. At any time, any holder of Securities (including any Holder)

may elect to forfeit its rights set forth in this Section 5.12 from that date forward; provided, that a

Holder forfeiting such rights shall nonetheless be entitled to participate under Section 5.12(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, further, that no such forfeiture

shall tenninate a Holder's rights or obligations under Section 5.12(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 5.12(m), any underwritten

offering of Registrable Securities in which such Holder has advised the Company of its intent to

register its Registrable Securities either pursuant to Section 5.12(b)(ii) or 5.12(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 perform any of its obligations under this Section

5.12 and that the Investor and the Holders from time to time may be irreparably harmed by any

such failure, and accordingly agree that the Investor and such Holders, in addition to any other

remedy to which they may be entitled at law or in equity, to the fullest extent pennitted and

enforceable under applicable law shall be entitled to compel specific perfonnance of the

obligations of the Company under this Section 5.12 in accordance with the tenns and conditions

ofthis Section 5.12.

(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 5.12 or that otherwise conflicts with the

provisions hereof in any manner that may impair the rights granted to the Investor and the

35
Holders under this Section 5.12. In the event the Company has, prior to the Signing Date,

entered into any agreement with respect to its securities that is inconsistent with the rights

granted to the Investor and the Holders under this Section 5.12 (including agreements that are

inconsistent with the order of priority contemplated by Section 5.12(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 ofthis Section 5.12.

(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 5.12(b)(ii), clauses (iv), (ix) and (x)-(xii) of

Section 5.12(d), Section 5.12(h) and Section 5.120) shall continue to apply until such securities

otherwise cease to be Registrable Securities. In any such case, an "underwritten" 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

distribution.

(q) Registered Sales of the Warrant. The Holders agree to sell the Warrant 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 of the

Warrant shall take reasonable steps to agree to revisions to the Warrant to permit a public

distribution ofthe Warrant, including entering into a warrant agreement and appointing a warrant

agent.

5.13 Depository Senior Notes. 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 and with a depositary reasonably

acceptable to the Investor, pursuant to which the Senior Notes may be deposited.

5.14 Restriction on Dividends and Repurchases.

(a) To the extent the Company is a validly electing S corporation within the meaning

of Sections 1361 and 1362 of the Code for any portion of a designated year, Investor consent

shall not be required for the payment to the shareholders of any Allowable Tax Distribution. For

purposes of this Agreement, the term "ALLowable Tax Distribution" means dividends which are

distributed to the shareholders of the Company to cover Federal and State income tax liabilities

of each such shareholder emanating from the Company and Company Subsidiaries, attributed to

such liabilities arising in a designated calendar year and paid no later than April IS following the

end ofsuch year, and that are no greater in amount than the product of (a) the taxable income (as

such term is used in Section I 363(b) of the Code, but including all items of income, gain, loss

and deduction required to be separately stated under Section 1366(a)(I)(A) of the Code) of the

Company for such year, times (b) the total of (I) the highest marginal personal federal income

tax rate (the "Federal Rate") in effect on December 31 ofsuch year plus (2) the highest marginal

personal State income tax rate (the "Stale Rate") of any shareholder of the Company in effect on

such December 31; but if the Company is not an S Corporation within the meaning of Sections

1361 and 1362 of the Code during all ofsuch year, then the Allowable Tax Distribution for such

36
year shall be prorated in accordance with the proration of the Company's taxable income

between the period when it was an S corporation and when it was not. For purposes of

determining the Federal and State income tax liabilities of each shareholder of the Company, it

shall be assumed that all shareholders shall be able to deduct for Tax purposes all deductions to

which the Company is entitled, regardless of whether such shareholder is able to utilize such

deductions in any Tax year. The Investor (and subsequent Holders who purchase the Purchased

Securities or the Warrant Securities) shall have the right to challenge the amount ofthe proposed

Allowable Tax Distributions to the extent it is believed such Allowable Tax Distributions exceed

the amount necessary for the Company shareholders to pay their allocable share of income

Taxes. No later than the earlier of (i) 15 days prior to the Allowable Tax Distribution, and (ii)

February 28 following the year end of each year that the Investor holds any of the Senior Notes,

a duly authorized Senior Executive Officer of the Company shall certifY as to the Federal Rate

and the State Rate.

(b) In addition to Allowable Tax Distributions, the Company may pay, on an annual

basis consistent with past practice, dividends in the amount of the "Additional Dividends" per

share as set forth in Schedule B. The consent ofthe Investor shall be required for any increase in

such Additional Dividends paid on an annual basis by the Company prior to the earlier of (x) the

third anniversary of the Closing Date and (y) the date on which all ofthe Senior Notes have been

redeemed in whole or the Investor has transferred all of the Senior Notes to unaffiliated third

parties, which for this purpose does not include a securitization vehicle or investment pool in

which the Investor is an initial sponsor or participant so long as the Investor has an economic

interest in such vehicle or pool ("Third Parties").

(c) During the period beginning on the third anniversary of the Closing Date and

ending on the earlier of(i) the tenth anniversary ofthe Closing Date and (ii) the date on which all

of the Senior Notes have been paid in full or the Investor has transferred all of the Senior Notes

to Third Parties, neither the Company nor any Company Subsidiary shall, without the consent of

the Investor, pay an Additional Dividend on any shares of Common Stock or capital stock or

other equity securities of any kind of the Company at a per annum rate per share that is greater

than 103% ofthe Additional Dividends per share for the immediately prior year.

(d) Prior to the earlier of(x) the tenth anniversary ofthe Closing Date and (y) the date

on which all of the Senior Notes have been paid in full or the Investor has transferred all of the

Senior Notes to Third Parties, neither the Company nor any Company Subsidiary shall, without

the consent of the Investor, 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 Subsidiary,

or any trust preferred securities issued by the Company or any Affiliate of the Company, other

than (i) in connection with the administration of any employee benefit plan in the ordinary

course of business and consistent with past practice or relevant income tax laws, (ii) the

acquisition by the Company or any of the Company Subsidiaries of record ownership in

Common Stock for the beneficial ownership of any other persons (other than the Company or

any other Company Subsidiary), including as trustees or custodians, (iii) the exchange or

conversion of Common Stock for or into other Common Stock or oftrust preferred securities for

or into other trust preferred securities (with the same or lesser aggregate liquidation amount and

on substantially similar terms) or Common Stock, in each case set forth in this clause (iii), solely

to the extent required pursuant to binding contractual agreements entered into prior to the

37
Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange

thereof for Common Stock (clauses (i) and (ii), collectively, the "Permitted Repurchases"), (iv)

redemptions ofsecurities held by the Company or any wholly-owned Company Subsidiary or (v)

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 January 15,2009.

(e) Until such time as the Investor ceases to own any Senior Notes, the Company

shall not repurchase any Senior Notes from any Holder thereof, whether by means of open

market purchase, negotiated transaction, or otherwise, unless it offers to repurchase a ratable

portion ofthe Senior Notes then held by the Investor on the same tenns and conditions.

(f) Notwithstanding anything contained in this Section 5.14, during the period

beginning on the tenth anniversary of the Closing and ending on the date on which all of the

Senior Notes have been paid in full or repurchased in whole, neither the Company nor any

Company Subsidiary shall, without the consent of the Investor, (i) declare or pay any dividend

(including any Allowable Tax Distribution or Additional Dividends) or make any distribution on

Common Stock or 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 Subsidiary,

or any trust preferred securities issued by the Company or any Affiliate ofthe Company.

(g) Notwithstanding anything contained in this Section 5.14, without the consent of

the Investor and for so long as the Purchased Securities or Warrant Securities are outstanding,

no dividends may be declared or paid (including any Allowable Tax Distribution or Additional

Dividends) on any shares of Common Stock or capital stock or other equity securities of any

kind of the Company or any Company Subsidiary or trust preferred securities issued by the

Company or any Affiliate of the Company, nor may the Company or any Company Subsidiary

purchase, redeem or acquire any shares of Common Stock or capital stock or other equity

securities of any kind or trust preferred securities unless all accrued and unpaid Interest

(including Deferred Interest) for all past interest periods on the Senior Notes is paid in full.

5.15 Redemption.

(a) The Senior Notes at the time outstanding may be redeemed by the Company at its

option, subject to the approval of the Appropriate Federal Banking Agency, in whole or in part

and subject to Section 5.15(e), at any time and from time to time, out of funds legally available

therefor, upon notice given as provided in Section 5.15(d) below, on any Interest Payment Date

(the "Redemption Date") at a redemption price equal to the sum of (i) 100% of the principal

amount thereof being called for redemption, provided that such amount shall not be less than

25% ofthe outstanding principal amount of Senior Notes and (ii) any accrued and unpaid interest

(including Deferred Interest).

(b) The redemption price for any Senior Notes shall be payable on the Redemption

Date to the Holder of such Senior Notes against surrender thereof to the Company or its agent.

Interest shall be paid at the then applicable Interest Rate from the date of the last Interest

Payment Date up to but not including the Redemption Date.

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(c) No Sinking Fund. The Senior Notes will not be subject to any mandatory

redemption, sinking fund or other similar provisions. Holders of Senior Notes will have no right

to require redemption or repurchase of any ofthe Senior Notes.

(d) Notice ofRedemption. Notice ofredemption ofthe Senior Notes shall be given by

first class mail, postage prepaid, addressed to the Holders of record of the Senior Notes to be

redeemed at their respective last addresses appearing on the Senior Note Register. Such mailing

shall be at least 30 days and not more than 60 days before the Redemption Date. 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 of Senior Notes designated for

redemption shall not affect the validity ofthe proceedings for the redemption of any other Senior

Notes. Notwithstanding the foregoing, if Senior Notes 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 Senior Notes at such time and in any manner permitted by such facility. Each

notice of redemption given to a Holder shall state: (I) the Redemption Date; (2) the amount of

Senior Notes to be redeemed by such Holder; (3) the redemption price; and (4) the place or

places where such Senior Notes are to be surrendered for payment ofthe redemption price.

(e) Partial Redemption. The Company may redeem less than all of the outstanding

Senior Notes, provided that the amount called for redemption at any time is not less than 25% of

the amount ofthe outstanding principal amount of the Senior Notes. In case of any redemption

of less than all of the Senior Notes at the time outstanding, the Company shall redeem the Senior

Subordinated Securities in full prior to redeeming any of the Warrant Securities. Subject to the

provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full

power and authority to prescribe the terms and conditions upon which Senior Notes shall be

redeemed from time to time. If less than the full aggregate principal amount of any Senior Note

is redeemed, the Company shall issue a new Senior Note in the unredeemed aggregate principal

amount thereof without charge to the Holder thereof. Senior Notes may be redeemed in part

only on a pro rata basis and only in minimum denominations of $1,000 and integral multiples

thereof.

([) Effectiveness of Redemption. If notice of redemption 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 Company, in trust for the pro rata benefit of the Holders of the

Senior Notes called for redemption, with a bank or trust company doing business in the Borough

of Manhattan, The City of New 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 Senior Note so called for redemption has not been surrendered for

cancellation, on and after the Redemption Date interest shall cease to accrue on the aggregate

principal amount of such Senior Notes so called for redemption, the aggregate principal amount

of such Senior Notes so called for redemption shall no longer be deemed outstanding and shall

cease to bear interest from and after the Redemption Date. All rights with respect to such Senior

Notes (or the portion thereof so called for redemption) shall forthwith on such Redemption Date

cease and terminate, except only the right ofthe Holders thereof to receive the redemption price

payable on such redemption from such bank or trust company, without interest. Any funds

unclaimed at the end of three years from the Redemption Date shall, to the extent permitted by

39
applicable law, be released to the Company, after which time the Holders of such Senior Notes

(or portion thereof so called for redemption) shall look only to the Company for payment of the

redemption price ofsuch Senior Notes.

(g) Status of Redeemed Securities. Senior Notes that are redeemed, repurchased or

otherwise acquired by the Company shall be cancelled and shall not thereafter be re-issued by

the Company.

5.16 Executive Compensation. Until such time as the Investor ceases to own any debt

or other securities of the Company, including the Senior Notes 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 III (b) of

the EESA, as amended, and as implemented by any guidance or regulation thereunder that ha..c;

been issued and is in effect as ofthe Closing Date, and shall not adopt any new Benefit Plan with

respect to its Senior Executive Officers that does not comply therewith. "Senior Executive

Officers" means the Company's "senior executive officers" as defined in subsection I I I(b)(3) of

the EESA, as amended, and regulations issued thereunder, including the rules set forth in 31

C.F.R. Part 30.

5.17 Related Party Transactions. Until such time as the Investor ceases to own any

debt or other securities of the Company, including the Purchased Securities or Warrant

Securities, the Company and the Company Subsidiaries shall not enter into transactions with

Affiliates or related persons (within the meaning of Item 404 under the SEC's Regulation S-K)

unless (i) such transactions are on terms 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 of independent directors of

the Company, or, if there are no "independent directors," the board of directors of the Company,

but only if the board of directors maintains written documentation supporting its determination

that the transaction meets the requirements ofthis paragraph.

5.18 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 either 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 Warrant

Securities. The Company shall redeem all Purchased Securities and Warrant Securities held by

the Investor prior to terminating 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 of the Federal Reserve System (the "Federal Reserve")

pursuant to 12 U.S.c. §1842 and the regulations of the Federal Reserve promulgated thereunder.

"Savings and Loan Holding Company" means a company registered as such with the Office of

Thrift Supervision pursuant to 12 U.S.c. §1467(a) and the regulations of the Office of Thrift

Supervision promulgated thereunder.

5.19 Predominantly Financial. For as long as the Investor owns any Purchased

Securities or Warrant Securities, the Company, to the extent it is not itself an insured depository

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

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company and all subsidiaries of the company (excluding revenues derived from subsidiary

depository 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 ofthe company.

5.20 Voting Rights.

(a) General. The Holders of Senior Notes shall not have any voting rights except as

set forth below or as otherwise from time to time required by law.

(b) Senior Note Directors. Subject to the provisions of Section 2.2(w), whenever, at

any time or times, interest payable on the Senior Notes has not been paid in full for an aggregate

ofsix (6) quarterly Interest Payment Periods or more, whether or not consecutive, the authorized

number of directors of the Company shall automatically be increased by two and the Holders of

the Senior Notes shall have the right, voting as a class, to elect two directors (hereinafter the

"Senior Nole Direclors" and each a "Senior Nole Director ") to fill such newly created

directorships at the Company's next annual meeting of shareholders (or at a special meeting

called for that purpose prior to such next annual meeting) and at each subsequent annual meeting

of shareholders until all accrued and unpaid interest for all past Interest Periods, including the

latest completed Interest Period (including, if applicable as provided in Section 5.5 above,

interest on such amount), on all outstanding Senior Notes has been paid in full at which time

such right shall terminate with respect to the Senior Notes, except as herein or by law expressly

provided, subject to revesting in the event of each and every subsequent default of the character

above mentioned; provided that it shall be a qualification for election for any Senior Note

Director that the election of such Senior Note Director shall not cause the Company to violate

any corporate governance requirements of any securities exchange or other trading facility on

which securities of the Company may then be listed or traded that listed or traded companies

must have a majority of independent directors. Upon any termination of the right ofthe Holders

of Senior Notes as a class to vote for directors as provided above, the Senior Note Directors shall

cease to be qualified as directors, the term of office of all Senior Note Directors then in office

shall terminate immediately and the authorized number of directors shall be reduced by the

number of Senior Note Directors elected pursuant hereto. Any Senior Note Director may be

removed at any time, with or without cause, and any vacancy created thereby may be filled, only

by the affirmative vote of the Majority Holders of the Senior Notes at the time outstanding

voting separately as a class, to the extent the voting rights of such Holders described above are

then exercisable. If the office of any Senior Note Director becomes vacant for any reason other

than removal from office as aforesaid, the remaining Senior Note Director may choose a

successor who shall hold office for the unexpired term in respect of which such vacancy

occurred.

(c) Class Voting Rights as to Particular Matters. So long as any Senior Notes are

outstanding, in addition to any other vote or consent of shareholders required by law or by the

Charter, the vote or consent of the Holders of at least 66 2/3% of the Senior Notes 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:

41
(i) Amendment of Senior Notes. Any amendment, alteration or repeal of any

provision of this Agreement or of the fonn of the Senior Notes or the Charter (including,

unless no vote on such merger or consolidation is required by Section 5.20(c)(ii} 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 of the Senior

Notes; or

(ii) Exchanges. Reclassifications. Mergers and Consolidations. Any

consummation of a binding exchange or reclassification involving the Senior Notes, or of

a merger or consolidation ofthe Company with another corporation or other entity, unless

in each case (x) the Senior Notes remain outstanding or, in the case of any such merger or

consolidation with respect to which the Company is not the surviving or resulting entity,

are converted into or exchanged for securities of the surviving or resulting entity or its

ultimate parent, and (y) such remaining Senior Notes outstanding or such 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 thereof than the rights, preferences, privileges and voting powers, and

limitations and restrictions thereof, of Senior Notes immediately prior to such

consummation, taken as a whole;

provided,howe ver, that for all purposes ofthis Section 5.20(c}, any increase in the amount ofthe

Senior Notes, or the creation and issuance of any other Indebtedness of the Company, or any

securities convertible into or exchangeable or exercisable for any Senior Notes, ranking senior

to, equally with and/or subordinate to the Senior Notes with respect to the payment of interest

(whether or not such interest compounds) and the distribution of assets upon liquidation,

dissolution or winding up of the Company will not be deemed to adversely affect the rights,

preferences, privileges or voting powers, and shall not require the affinnative vote or consent of,

the Holders of outstanding Senior Notes.

(d) Changes after Provision for Redemption. No vote or consent of the Holders of

Senior Notes shall be required pursuant to Section 5.20(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

Senior Notes 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 5.15 above.

(e) Procedures for Voting and Consents. The rules and procedures for calling and

conducting any meeting of the Holders of Senior Notes (including, without limitation, the fixing

of a record date in connection therewith), the solicitation and use of proxies at such a meeting,

the obtaining of written consents and any other aspect or matter with regard to such a meeting or

such consents shall be governed by any rules of the Board of Directors or any duly authorized

committee of the Board of Directors, in its discretion, may adopt from time to time, which rules

and/or procedures shall conform to the requirements of the Charter, the bylaws, and applicable

law and the rules of any national securities exchange or other trading facility on which the Senior

Notes are listed or traded at the time.

42
Article VI

Subordination of the Senior Notes

6.1 Agreement to Subordinate.

(a) The Company covenants and agrees, and each Holder of Senior Notes issued

hereunder likewise covenants and agrees, that the Senior Notes shall be issued subject to the

provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or

upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.

(b) The payment by the Company of the principal of and interest on all Senior Notes

issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and

subject in right of payment to the prior payment in full of all claims of the Company's

depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness,

whether outstanding at the date of this Agreement or thereafter incurred. The term "Senior

Indebtedness" means, with respect to the Senior Notes, the principal of (and premium, if

any) and interest, if any (including interest accruing on or after the filing of any petition in

bankruptcy or for reorganization relating to the Company, whether or not such claim for post

petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the

date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals,

renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall

not include (A) any Indebtedness issued to any statutory trust created by the Company for the

purpose of issuing trust preferred securities in connection with such issuance of Indebtedness,

which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in

respect of the equity securities or other securities of any financing entity referred to in clause

(A) above, or (C) any other subordinated debt of the Company that by its terms ranks pari passu

or junior to the Senior Notes issued hereunder. The term "Indebtedness" shall mean, whether or

not recourse is to all or a portion of the assets of the Company and whether or not contingent,

(i) the claims of the Company's secured and general creditors; (ii) every obligation of the

Company for money borrowed; (iii) every obligation of the Company evidenced by bonds,

debentures, notes or other similar instruments, including obligations incurred in connection with

the acquisition of property, assets or businesses; (iv) every reimbursement obligation of the

Company, contingent or otherwise, with respect to letters of credit, bankers' acceptances,

security purchase facilities or similar facilities issued for the account of the Company; (v) every

obligation of the Company issued or assumed as the deferred purchase price of property or

services (but excluding trade accounts payable or accrued liabilities arising in the ordinary

course of business); (vi) every capital lease obligation of the Company; (vii) all indebtedness of

the Company for claims in respect of derivative products, including interest rate, foreign

exchange rate and commodity forward contracts, options and swaps and similar arrangements;

(viii) every obligation ofthe type referred to in clauses (i) through (vii) of another Person and all

dividends of another Person the payment of which, in either case, the Company has guaranteed

or is responsible or liable for directly or indirectly, as obligor or otherwise, and (ix) every

obligation of the type referred to in clauses (i) through (vii) of another Person and all dividends

of another Person the payment of which, in either case, is secured by a lien on any property or

assets ofthe Company.

43
(c) No provIsion of this Article VI shall prevent the occurrence of any Event of

Default (or any event which, after notice or the lapse of time or both would become, an Event of

Default) with respect to the Senior Notes hereunder.

6.2 Default on Senior Indebtedness.

(a) In the event and during the continuation of any default by the Company in the

payment of principal, premium, interest or any other payment due on any Senior Indebtedness,

no payment shall be made by the Company with respect to the principal or interest on the Senior

Notes or any other amounts which may be due on the Senior Notes pursuant to the terms hereof

or thereof.

(b) In the event ofthe acceleration ofthe maturity ofthe Senior Indebtedness, then no

payment shall be made by the Company with respect to the principal or interest on the Senior

Notes or any other amounts which may be due on the Senior Notes pursuant to the terms hereof

or thereof until the holders of all Senior Indebtedness outstanding at the time ofsuch acceleration

shall receive payment, in full, of all amounts due on or in respect of such Senior Indebtedness

(including any amounts due upon acceleration).

(c) In the event that, notwithstanding the foregoing, any payment is received by any

Holder of a Senior Note, when such payment is prohibited by the preceding paragraphs of this

Section 6.2, such payment shall be held in trust for the benefit of, and shall be paid over or

delivered by the Holder of the Senior Notes to the holders of Senior Indebtedness or their

respective representatives, or to the trustee or trustees under any indenture pursuant to which any

of such Senior Indebtedness may have been issued, as their respective interests may appear, but

only to the extent ofthe amounts in respect ofsuch Senior Indebtedness and to the extent that the

holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify

the Company in writing within 90 days of such payment of the amounts then due and owing on

such Senior Indebtedness, and only the amounts specified in such notice to the Company shall be

paid to the holders ofsuch Senior Indebtedness.

6.3 Liquidation; Dissolution; Bankruptcy.

(a) Upon any payment by the Company or distribution of assets of the Company of

any kind or character, whether in cash, property or securities, to creditors upon any dissolution,

winding-up, liquidation or reorganization of the Company, whether voluntary or involuntary or

in bankruptcy, insolvency, receivership or other proceedings, the holders of all Senior

Indebtedness of the Company will first be entitled to receive payment in full of amounts due on

or in respect of such Senior [ndebtedness, before any payment is made by the Company on

account of the principal of or interest on the Senior Notes or any other amounts which may be

due on the Senior Notes pursuant to the terms hereof or thereof); and upon any such dissolution,

winding-up, liquidation or reorganization, any payment by the Company, or distribution of assets

of the Company of any kind or character, whether in cash, property or securities, which the

Holder of the Senior Notes would be entitled to receive from the Company, except for the

provisions of this Article VI, shall be paid by the Company or by any receiver, trustee in

bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by

the Holder of the Senior Notes under this Agreement if received by them or it, directly to the

44
holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the

respective amounts of Senior Indebtedness held by such holders, as calculated by the

Company) or their representative or representatives, or to the trustee or trustees under any

indenture pursuant to which any instruments evidencing such Senior Indebtedness may have

been issued, as their respective interests may appear, to the extent necessary to pay all such

amounts of Senior Indebtedness in full, in money or moneys worth, after giving effect to any

concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any

payment or distribution is made to the Holder ofthe Senior Notes.

(b) In the event that, notwithstanding the foregoing, any payment or distribution of

assets of the Company of any kind or character prohibited by Section 6.3(a), whether in cash,

property or securities, shall be received by any Holder ofthe Senior Notes, before the amounts of

all Senior Indebtedness is paid in full, or provision is made for such payment in money in

accordance with its terms, such payment or distribution shall be held in trust for the benefit of

and shall be paid over or delivered by any Holder of a Senior Note, to the holders ofsuch Senior

Indebtedness or their representative or representatives, or to the trustee or trustees under any

indenture pursuant to which any instruments evidencing such Senior Indebtedness may have

been issued, as their respective interests may appear, as calculated by the Company, for

application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent

necessary to pay all amounts due on or in respect ofsuch Senior Indebtedness in full in money in

accordance with its terms, after giving effect to any concurrent payment or distribution to or for

the benefit ofthe holders ofsuch Senior Indebtedness.

(c) For purposes of this Article VI, the words "cash, properry or securities" shall not

be deemed to include shares ofstock of the Company as reorganized or readjusted, or securities

of the Company or any other corporation provided for by a plan of reorganization or

readjustment, the payment of which is subordinated at least to the extent provided in this

Article VI with respect to the Senior Notes to the payment of Senior Indebtedness that may at the

time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new

corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of

the holders of such Senior Indebtedness are not, without the consent of such holders, altered by

such reorganization or readjustment. The consolidation of the Company with, or the merger of

the Company into, another Person or the liquidation or dissolution ofthe Company following the

sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to

another Person upon the terms and conditions provided for in Section 5.8 ofthis Agreement shall

not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this

Section 6.3 if such other Person shall, as a part of such consolidation, merger, sale, conveyance,

transfer or lease, comply with the conditions stated in Section 5.8 ofthis Agreement.

6.4 Subrogation.

(a) Subject to the payment in full of all of Senior Indebtedness, the rights of the

Holders of the Senior Notes shall be subrogated to the rights of the holders of such Senior

Indebtedness to receive payments or distributions of cash, property or securities ofthe Company.

as the case may be, applicable to such Senior Indebtedness until the principal of and interest on

the Senior Notes shall be paid in full; and, for the purposes ofsuch subrogation, no payments or

distributions to the holders of such Senior Indebtedness of any cash, property or securities to

45
which the Holders of the Senior Notes would be entitled except for the provIsIOns of this

Article VI, and no payment pursuant to the provisions of this Article VI to or for the benefit of

the holders of such Senior Indebtedness by the Holders of the Senior Notes shall, as between the

Company, its creditors other than holders of Senior Indebtedness of the Company, and the

Holders of the Senior Notes, be deemed to be a payment by the Company to or on account of

such Senior Indebtedness. It is understood that the provisions of this Article VI are intended

solely for the purposes of defining the relative rights of the Holders of the Senior Notes, on the

one hand, and the holders ofsuch Senior Indebtedness on the other hand.

(b) Nothing contained in this Article VI or elsewhere in this Agreement or in the

Senior Notes is intended to or shall impair, as between the Company, its creditors other than the

holders of Senior Indebtedness of the Company, and the Holders of the Senior Notes, the

obligation of the Company, which is absolute and unconditional, to pay to the Holders of the

Senior Notes the principal of and interest on the Senior Notes as and when the same shall

become due and payable in accordance with their terms, or is intended to or shall affect the

relative rights of the Holders of the Senior Notes and creditors of the Company, as the case may

be, other than the holders of Senior Indebtedness of the Company, as the case may be, nor shall

anything herein or therein prevent the Holder of any Senior Notes from exercising all remedies

otherwise permitted by applicable law upon default under this Agreement, subject to the rights, if

any, under this Article VI ofthe holders of such Senior Indebtedness in respect of cash, property

or securities ofthe Company, as the case may be, received upon the exercise of any such remedy.

6.5 Notice by the Company.

(a) The Company shall give prompt written notice to the Holders of the Senior Notes

of any fact known to the Company that would prohibit the making of any payment of monies in

respect of the Senior Notes pursuant to the provisions ofthis Article VI.

(b) Upon any payment or distribution of assets of the Company referred to in this

Article VI, the Holders of the Senior Notes shall be entitled to conclusively rely upon any order

or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy,

receivership, liquidation, reorganization, dissolution, winding-up or similar case or proceeding is

pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver,

assignee for the benefit of creditors, agent or other person making such payment or distribution,

delivered to the Holders of the Senior Notes, for the purpose of ascertaining the persons entitled

to participate in such payment or distribution, the holders of Senior Indebtedness and other

indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts

paid or distributed thereon and all other facts pertinent thereto or to this Article VI.

6.6 Subordination May Not Be Impaired.

(a) No right of any present or future holder of any Senior Indebtedness of the

Company to enforce subordination as herein provided shall at any time in any way be prejudiced

or impaired by any act or failure to act on the part of the Company, as the case may be, or by any

act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company,

as the case may be, with the terms, provisions and covenants of this Agreement, regardless of

any knowledge thereofthat any such holder may have or otherwise be charged with.

46
(b) Without in any way limiting the generality ofthe foregoing paragraph, the holders

of Senior Indebtedness of the Company may, at any time and from time to time, without the

consent of or notice to the Holders of the Senior Notes, without incurring responsibility to the

Holders ofthe Senior Notes and without impairing or releasing the subordination provided in this

Article VI or the obligations hereunder ofthe Holders ofthe Senior Notes to the holders ofsuch

Senior Indebtedness, do anyone or more ofthe following: (i) change the manner, place or terms

of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or

otherwise amend or supplement in any manner such Senior Indebtedness or any instrument

evidencing the same or any agreement under which such Senior Indebtedness is outstanding;

(ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise

securing such Senior Indebtedness; (iii) release any Person liable in any manner for the

collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights

against the Company, as the case may be, and any other Person.

Article VII

Miscellaneous

7.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by either the Investor or the Company if the Closing shall not have occurred by

the 30th calendar day following the Signing Date; provided, however, that in the event the

Closing has not occurred by such 30th calendar day, the parties will consult in good faith to

determine whether to extend the term ofthis Agreement, it being understood that the parties shall

be required to consult only until the fifth day after such 30th calendar day and not be under any

obligation to extend the term of this Agreement thereafter; provided, further, that the right to

terminate this Agreement under this Section 7.1 (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 ofthe 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 a<; provided in this Section 7.1, this Agreement

shall forthwith become void and there shall be no liability on the part of either party hereto

except that nothing herein shall relieve either party from liability for any breach of this

Agreement.

7.2 Survival ofRepresentations and Warranties. 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 warranties of the Company made herein or in any

certificates delivered in connection with the Closing shall survive the Closing without limitation.

47
7.3 Amendment. Except as otherwise provided herein, no amendment, modification,

termination or waiver of any provision of this Agreement, the Warrant, the Senior Notes or any

of the other Transaction Documents, or consent to any departure by the Company therefrom,

shall be effective unless made in writing and signed by an officer or a duly authorized

representative ofthe Company and, in the case ofthe Warrant, the holder thereof, and in the case

ofthe Senior Notes, the Majority Holders; 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; provided further that, notwithstanding anything else in this

Section 7.3, no amendment, modification, termination or waiver with respect to the Senior Notes

shall, unless in writing and signed by all Holders, do any of the following: (A) change the

principal of or the rate of interest on any Senior Note; (B) extend any date fixed for any payment

of principal or interest; (C) change the definition of the term "Majority Holders" or the

percentage of Holders which shall be required for Holders to take any action hereunder;

(D) amend or waive this Section 7.3 or the definitions of the terms used in this Section 7.3

insofar as the definitions affect the substance of this Section 7.3; or (E) consent to the

assignment, delegation or other transfer by the Company of any of its rights and obligations

under any Transaction Documents. Any amendment, modification, termination, waiver or

consent effected in accordance with this Section 7.3 shall be binding upon each Holder of the

Senior Notes and the Warrant at the time outstanding, each future Holder ofthe Senior Notes, the

holder ofthe Warrant and the Company. 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.

7.4 Waiver of Conditions. The conditions to each party's obligation to consummate

the Purchase are for the sole benefit ofsuch party and may be waived by such party in whole or

in part to the extent permitted 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.

7.5 Governing Law: Submission to Jurisdiction, Etc.This Agr eement and the

Senior Notes will be governed by and construed in accordance with the federal law of the

United States if and to the extent such law is applicable, 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, the Senior Notes 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 7.6, (ii) any the Investor in accordance with federal law. To the extent permitted

by applicable law, each of the parties hereto and each Holder of the Senior Notes hereby

unconditionally waives trial by jury in any civil legal action or proceeding relating to this

Agreement, the Senior Notes or the Warrant or the transactions contemplated hereby or

thereby.

48
7.6 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 of receipt, 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 Holders of Senior Notes shall be delivered in writing, mailed firstclass postage prepaid, to each Holder of a Senior Note at the address ofsuch Holder as it appears

in the Senior Note Register. 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.

Ifto the Investor:

United States Department ofthe Treasury

1500 Pennsylvania Avenue, NW, Room 2312

Washington, D.C. 20220

Attention: Assistant General Counsel (Banking and Finance)

Facsimile: (202) 622-1974

7.7 Definitions

(a) When a reference is made in this Agreement to a subsidiary of a person, the term

"subsidiary" means any corporation, partnership, joint venture, limited liability company or other

entity (x) of which such person or a subsidiary ofsuch person is a general partner or (y) of which

a majority ofthe voting securities or other voting interests, or a majority ofthe securities or other

interests ofwhich having by their terms ordinary voting power to elect a majority ofthe board of

directors or persons performing similar functions with respect to such entity, is directly or

indirectly owned by such person and/or one or more subsidiaries thereof.

(b) The term "Affilia/e" means, with respect to any person, any person directly or

indirectly controlling, controlled by or under common control with, such other person. For

purposes ofthis definition, "con/rot' (including, with correlative meanings, the terms "controlled

by" and "under common control wi/h") when used with respect to any person, means the

possession, directly or indirectly, of the power to cause the direction of management and/or

policies of such person, whether through the ownership of voting securities by contract or

otherwise.

(c) The terms "know/edge of the Company" or "Company's know/edge" 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 Secretary) of the

Company.

7.8 Assignment. Neither this Agreement nor any right, remedy, obligation nor

liability arising hereunder or by reason hereofshall 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

49
a merger, consolidation, statutory share exchange or similar transaction that requires the approval

ofthe Company's shareholders (a "Business Combination") where such party is not the surviving

entity, or a sale of substantially all of its assets, to the entity which is the survivor of such

Business Combination or the purchaser in such sale that meets the requirements of Section 5.8

and (b) as provided in Section 5.12.

7.9 Severability. If any provision ofthis Agreement, the Senior Notes or the Warrant,

or the application thereof to any person or circumstance, is detennined by a court of competent

jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the

application ofsuch 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

detennination, the parties shall negotiate in good faith in an effort to agree upon a suitable and

equitable substitute provision to effect the original intent ofthe parties.

7.10 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, the Investor,

any holder of the Warrant and any Holder of the Senior Notes) any benefit, right or remedies,

except that the provisions of Section 5.12 shall inure to the benefit of the persons referred to in

that Section.

7.1 I Tax Treatment of Senior Subordinated Securities. The Investor and the

Company agree that, for all tax purposes, the Senior Notes will be treated as debt instruments

and not as stock ofthe Company

• • *

50
ANNEXA

FORM OF WAIVER

In consideration for the benefits I will receive as a result of my employer's participation in the

United States Department of the Treasury's TARP Capital Purchase Program, I hereby

voluntarily waive any claim against the United States or any state or territory thereof or my

employer or any of its directors, officers, employees and agents for any changes to my

compensation or benefits that are required in order to comply with Section III ofthe Emergency

Economic Stabilization Act of 2008, as amended ("EESA"), and rules, regulations, guidance or

other requirements issued thereunder (collectively, the "EESA Restrictions").

I acknowledge that the EESA Restrictions may require modification of the employment,

compensation, bonus, incentive, severance, retention and other benefit plans, arrangements,

policies and agreements (including so-called "golden parachute" agreements), whether or not in

writing, 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 of my employer acquired through the TARP

Capital Purchase Program and I hereby consent to all such modifications. I further acknowledge

and agree that if my employer notifies me in writing that I have received payments in violation

of the EESA Restrictions, I shall repay the aggregate amount ofsuch payments to my employer

no later than fifteen business days following my receipt ofsuch notice.

This waiver includes all claims I may have under the laws of the United States or any other

jurisdiction related to the requirements imposed by the EESA Restrictions (including without

limitation, any claim for any compensation Or other payments or benefits I would otherwise

receive absent the EESA Restrictions, any challenge to the process by which the EESA

Restrictions were adopted and any tort or constitutional claim about the effect of the foregoing

on my employment relationship) and I hereby agree that I will not at any time initiate, or cause

or permit to be initiated on my behalf, any such claim against the United States, my employer or

its directors, officers, employees or agents in or before any local, state, federal or other agency,

court or body.

In witness whereof, I execute this waiver on my own behalf, thereby communicating my

acceptance and acknowledgement to the provisions herein.

Respectfully,

Name:

Title:

Date:

A-I
ANNEXB

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 Senior Subordinated Securities have been duly and validly authorized, and,

when executed and delivered pursuant to the Agreement, the Senior Subordinated Securities will

be the legal, valid and binding obligations of the Company, enforceable in accordance with their

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, and will rank Senior to Common Stock, but subordinate to claims of depositors

and to the Company's other debt obligations to its general and secured creditors, unless such debt

obligations are explicitly made pari passu or subordinated to the Senior Subordinated Securities,

in accordance with applicable regulations ofthe Appropriate Federal Banking Agency.

(c) The Warrant has been duly authorized and, when executed and delivered as

contemplated by the Agreement, will constitute the legal, valid and 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.

(d) The Warrant Securities have been duly authorized and reserved for issuance upon

exercise of the Warrant and when so executed and delivered in accordance with the terms of the

Warrant will be the legal, valid and binding obligations of the Company, enforceable in

accordance with their 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, and will rank senior to Common Stock, but

subordinate to claims of depositors and to the Company's other debt obligations to its general

and secured creditors, unless such debt obligations are explicitly made pari passu or

subordinated to the Senior Subordinated Securities, in accordance with applicable regulations of

the Appropriate Federal Banking Agency.

(e) The Company has the corporate power and authority to execute and deliver the

Agreement and the Warrant and to carry out its obligations thereunder (which includes the

issuance ofthe Senior Subordinated Securities, Warrant and Warrant Securities).

(f) The execution, delivery and performance by the Company of the Agreement and

the Warrant and the consummation of the transactions contemplated thereby have been duly

authorized by all necessary corporate action on the part ofthe Company and its shareholders, and

no further approval or authorization is required on the part ofthe Company.

B-1
(g) The Agreement is a legal, valid and 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

provided, however, such counsel need express no opinion with respect to Section 5.12(h) or the

severability provisions ofthe Agreement insofar as Section 5.12(h) is concerned.

B-2
ANNEXC

FORM OF SENIOR SUBORDINATED SECURITIES

(FORM OF FACE OF NOTE)

"THIS SENIOR SUBORDINATED SECURITY WILL BE ISSUED AND MAYBE

TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $1,000 AND

MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER

OF SUCH SECURITIES IN A DENOMINATION OF LESS THAN $1,000 AND

MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID

AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED

TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH

SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE

RECEIPT OF PAYMENTS ON SUCH SECURITIES, AND SUCH PURPORTED

TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN

SUCH SECURITIES.

THIS SECURITY IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN

THE LETTER AGREEMENT BY AND BETWEEN THE COMPANY AND THE

UNITED STATES DEPARTMENT OF THE TREASURY AND SECURITIES

PURCHASE AGREEMENT - STANDARD TERMS (THE "AGREEMENT"), EACH

OF WHICH ARE INCORPORATED INTO THIS NOTE.

THIS OBLIGATION IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IS NOT

INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE

CORPORATION, THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE

SYSTEM OR ANY OTHER GOVERNMENTAL AGENCY. THIS OBLIGATION IS

SUBORDINATED TO THE CLAIMS OF GENERAL AND SECURED CREDITORS

OF THE COMPANY AND IS NOT SECURED.

THIS SECURITY HAS 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 REGISTRAnON 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 THIS SECURITY

IS NOTIFIED THAT THE SELLER MAYBE RELYING ON THE EXEMPTION

FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A

THEREUNDER. ANY TRANSFEREE OF THIS SECURITY BY ITS ACCEPTANCE

HEREOF (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER"

(AS DEFINED IN RULE J44A UNDER THE SECURITIES ACn, (2) AGREES THAT

IT 'N1LL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES

REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A

C-J
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 144A,

TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL

BUYER" AS DEFINED IN RULE 144A UNDER THE' SECURITIES ACT THAT

PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A

QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE

TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE

COMPANY 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 THIS

SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF

THIS LEGEND.

THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON

TRANSFER AND OTHER PROVISIONS OF THE AGREEMENT BETWEEN THE

COMPANY AND THE INVESTOR REFERRED TO THEREIN, A COpy OF WHICH

IS ON FILE WITH THE COMPANY. THIS SECURITY 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."

[NAME OF COMPANY)

CUSIP No. _

$----

7.7% SENIOR SUBORDINATED SECURITY DUE 2039

[Company), a [State corporation) (the "Company," which term includes any permitted

successor thereto, for value received, hereby promises to pay to the order of the United States

Department of the Treasury or registered assigns, by wire transfer, the principal sum of

$ ( Dollars) on , 2039

(the "Maturity Date") (or any earlier redemption date or date of acceleration of the Maturity

Date) and to pay interest on the outstanding principal amount of this Senior Subordinated

Security Due 2039 (this "Senior Subordinated Security") from , or from the

most recent interest payment date to which interest has been paid or duly provided for, quarterly

in arrears (subject to deferral as set forth in Section 5.6 of the Agreement) on February IS, May

IS, August 15 and November 15 of each year (each such date, an "Interest Payment Date"),

commencing on --' at the rate of 7.7 % per annum, until the fifth anniversary

of the date hereof and thereafter at a rate of 13.8% per annum (each such interest rate, the

applicable "Interest Rare") until the principal hereof shall have been paid or duly provided for,

compounded quarterly, and on any overdue principal and on any overdue installment of interest

(without duplication and to the extent that payment of such interest is enforceable under

C-2
applicable law) at the same rate per annum. The amount of interest payable hereon shall be

computed on the basis of a 360 day year comprised oftwelve 30-day months.

This Senior Subordinated Security is one of the Senior Subordinated Securities referred

to in the Letter Agreement and Securities Purchase Agreement - Standard Terms, dated as of

_____ (as amended, modified or restated from time to time, the "Agreemenf'), by and

among the Company and the United States Department of the Treasury, as the initial Investor

(the "Investor"). Capitalized terms used in this Senior Subordinated Security are defined in the

Agreement, unless otherwise expressly stated herein. The Senior Subordinated Security is

entitled to the benefits of the Agreement and is subject to all of the agreements, terms and

conditions contained therein, all of which are incorporated herein by this reference. This Senior

Subordinated Security may be redeemed, in whole or in part, in accordance with the terms and

conditions set forth in the Agreement.

Interest

The interest installment so payable, and punctually paid or duly provided for, on any

Interest Payment Date will be paid to the person in whose name this Senior Subordinated

Security is registered at the close of business on the regular record date for such installment of

interest, which date shall be at the close of business on the Ist calendar day (whether or not a

business day) of the month in which each Interest Payment Date occurs (each such date, the

;'Regu/ar Record Date"). Any such installment of interest (other than Deferred Interest) not

punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such

Regular Record Date and shall be paid to the person in whose name this Senior Subordinated

Security is registered at the close of business on a special record date to be fixed by the Board of

Directors for the payment ofsuch defaulted interest, notice whereofshall be given to the Holders

of Senior Subordinated Securities not less than 10 days prior to such special record date, or may

be paid at any time in any other lawful manner not inconsistent with the requirements of any

securities exchange on which the Senior Subordinated Securities may be listed and upon such

notice as may be required by such exchange. In no event, however, shall interest exceed the

maximum rate permitted by applicable law.

If an Interest Payment Date or the Maturity Date falls on a day that is not a "business

day" (as defined in the Agreement), the related payment of principal or interest will be paid on

the next business day, with the same force and effect as if made on such date, and no interest on

such payments will accrue from and after such Interest Payment Date or Maturity Date, as the

case may be. Interest payable on the Maturity Date ofthe Senior Subordinated Securities will be

paid to the registered Holder to whom the principal is payable upon presentation and surrender

for cancellation.

Method of Payment

The principal ofthis Senior Subordinated Security shall be payable upon surrender hereof

and interest on this Senior Subordinated Security shall be payable at the office or agency of the

Company or an agent appointed for that purpose in any coin or currency of the United States of

America that at the time of payment is legal tender for payment of public and private debts;

provided, however, that payment ofinterest shall be made by the Company to the Holders ofthis

C-3
Senior Subordinated Security entitled thereto as shown on the Senior Note Register by wire

transfer of immediately available funds to any account with a banking institution located in the

United States designated by such Holder no later than the related Regular Record Date.

Subordination

The indebtedness evidenced by this Senior Subordinated Security is, to the extent

provided in the Agreement subordinate and junior in right of payment to the prior payment in full

of all claims of depositors and to the Company's other debt obligations to its general and secured

creditors, unless such debt obligations are explicitly made pari passu or subordinated to the

Senior Subordinated Securities/senior indebtedness of the Company, in accordance with

applicable holding company regulations ofthe Appropriate Federal Banking Agency, unless such

debt obligations are explicitly made pari passu or subordinated to the Senior Subordinated

Securities, if applicable. Each Holder of this Senior Subordinated Security, by accepting the

same agrees to and shall be bound by such provisions of the Agreement. Each Holder hereof, by

his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination

provisions contained herein and in the Agreement by each holder of Senior Indebtedness,

whether now outstanding or hereafter incurred, and waives reliance by each such holder upon

said provisions.

The provisions of this Senior Subordinated Security are continued on the reverse side

hereof and such provisions shall for all purposes have the same effect as though fully set forth at

this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed

this day of _

[NAME OF COMPANY]

By: _

Name:

Title:

Attest:

By: _

Name:

Title:

C-4
(FORM OF REVERSE OF NOTE)

This Senior Subordinated Security is one of the Senior Subordinated Securities of the

Company (herein sometimes referred to as the "Senior Subordinated Securities"), issued or to be

issued under and pursuant to a Letter Agreement and Securities Purchase Agreement - Standard

Terms, dated as of , 2009 (as amended, modified or restated from time to time, the

"Agreement"), by and between the Company and the United States Department of the Treasury,

as the initial Investor (the "Investor"), to which Agreement reference is hereby made for a

description of the rights, limitations of rights, obligations, duties and immunities thereunder of

Company and the Holders of the Senior Subordinated Securities. This Senior Subordinated

Security is a single series note with a face value in aggregate principal amount as set forth on the

front ofthis Senior Subordinated Security.

Defaults and Remedies

If an Event of Default involving bankruptcy or certain provisions relating to deferral of

interest as provided for under Section 4.1 (f) of the Agreement occurs, then the principal of,

interest accrued on, and other obligations payable under this Senior Subordinated Security and

the Transaction Documents, will immediately become due and payable. Notwithstanding

anything to the contrary herein or in the Agreement, other than Section 4.1(f) ofthe Agreement,

there is no right of acceleration for any Default, including a default in the payment of principal or

interest or the performance of any other covenant or obligation by the Company, or Event of

Default under this Senior Subordinated Security or the Agreement.

Amendment and Waiver

No amendment, modification, termination or waiver of any provision of the Agreement,

the Senior Notes or any of the other Transaction Documents, or consent to any departure by the

Company therefrom, shall be effective unless made in writing and signed by an officer or a duly

authorized representative ofthe Company and, in the case ofthe Warrant, the holder thereof, and

in the case of the Senior Notes, the Majority Holders; 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; provided further that no amendment,

modification, termination or waiver with respect to the Senior Notes shall, unless in writing and

signed by all Holders, do any of the following: (A) change the principal of or the rate of interest

on any Senior Note; (B) extend any date fixed for any payment of principal or interest;

(C) change the definition of the term "Majority Holders" or the percentage of Holders which

shall be required for Holders to take any action hereunder; or (D) consent to the assignment,

delegation or other transfer by the Company of any of its rights and obligations under any

Transaction Documents.

Any such consent or waiver by the Holder of this Senior Subordinated Security shall be

conclusive and binding upon such Holder and upon all future Holders of this Senior

Subordinated Security and of any Senior Subordinated Security issued in exchange herefor or in

place hereof (whether by registration oftransfer or otherwise), irrespective of whether or not any

notation ofsuch consent or waiver is made upon this Senior Subordinated Security.

C-5
No reference herein to the Agreement and no provIsIOn of this Senior Subordinated

Security or of the Agreement shall alter or impair the obligation of the Company, which is

absolute and unconditional, to pay the principal of and interest on this Senior Subordinated

Security at the time and place and at the rate and in the money herein prescribed.

Limitation on Dividends and Repurchases ofEquity Securities

The Company's ability to declare and pay dividends and purchase or acquire shares of

Common Stock, other equity securities, trust preferred securities or any Senior Note is limited by

the terms ofthe Agreement. The Company's ability to redeem this Senior Subordinated Security

is limited by the terms ofthe Agreement.

Interest Deferral and Voting Rights

The Company may defer interest paid on the Senior Subordinated Securities, subject to

the terms and conditions in the Agreement. The Holders of this Senior Subordinated Security

will be permitted to vote for two directors in the event interest is deferred for six quarters

(regardless of whether such quarters are consecutive). Deferral of interest in excess of 20

quarters constitutes an "Event of Default" as defined in the Agreement.

Denominations; Transfer; Exchange

The Senior Subordinated Securities are issuable only in registered form without coupons

in minimum denominations of $1,000.00 and integral multiples of $1,000.00 in excess thereof.

As provided in the Agreement, this Senior Subordinated Security is transferable by the Holder

hereof on the Senior Note Register maintained by the Company or its agent, upon surrender of

this Senior Subordinated Security for registration of transfer at the office or agency of the

Company or its agent, accompanied by a written instrument or instruments of transfer in form

satisfactory to the Company duly executed by the Holder hereof or his or her attorney duly

authorized in writing, and thereupon one or more new Senior Subordinated Securities of

authorized denominations and for the same aggregate principal amount will be issued to the

designated transferee or transferees. No service charge will be made for any such registration of

transfer, but the Company may require payment of a sum sufficient to cover any tax or other

governmental charge payable in relation thereto.

Prior to due presentment for registration of transfer of this Senior Subordinated Security,

the Company and any agent thereof may deem and treat the Holder hereof as the absolute owner

hereof (whether or not this Senior Subordinated Security shall be overdue and notwithstanding

any notice of ownership or writing hereon made) for the purpose of receiving payment of or on

account of the principal hereof and (subject to the Agreement) interest due hereon and for all

other purposes, and none of the Company or any agent thereof shall be affected by any notice to

the contrary.

No Recourse Against Others

No recourse shall be had for the payment of the principal of or interest on this Senior

Subordinated Security, or for any claim based hereon, or otherwise in respect hereof, or based on

or in respect of the Agreement or any other Transaction Document, against any incorporator,

C-6
shareholder, employee, officer or director, as such, past, present or future, as such, of the

Company or of any successor thereto, whether by virtue of any constitution, statute or rule of

law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by

the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived

and released.

Governing Law

THE AGREEMENT AND THIS SENIOR SUBORDINATED SECURITY SHALL

EACH BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE

FEDERAL LAWS OF TIIE UNITED STATES, IF AND TO THE EXTENT SUCH LAW IS

APPLICABLE AND OTHERWISE IN ACCORDANCE WITH THE LAWS OF THE STATE

OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES OF SAID

STATE.

Abbreviations

The following abbreviations, when used in the inscription on the face of this Senior

Subordinated Security, shall be construed as though they were written out in full according to

applicable laws or regulations:

TEN CON - as tenants in common TEN ENT - as tenants in the entireties

JT TEN - as joint tenants with right ofsurvival

UNIF GIFT MIN ACT - under Uniform Gift to Minors Act and not as tenants

Additional abbreviations may also be used though not in the above list.

C-7
ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby assigns and transfers this Senior

Subordinated Security to:

(Assignee's social security or tax identification number)

(Address and zip code of assignee)

and irrevocably appoints agent to transfer this Senior

Subordinated Security on the books of the Company. The agent may substitute another to act for

him or her.

Date: _

Signature: _

(Sign exactly as your name appears on the other side ofthis Senior Subordinated Security)

Signature Guarantee: _

[Signature must be guaranteed by an "eligible guarantor

institution" that is a bank, stockbroker, savings and loan

association or credit union meeting the requirements ofthe

Registrar, which requirements include membership or participation

in the Securities Transfer Agents Medallion Program

("STAMP") or such other "signature guarantee program" as may

be determined by the Registrar in addition to, or in substitution for,

STAMP, all in accordance with the Securities Exchange Act of

1934, as amended.]

C-8
ANNEXD

FORM OF WARRANT SENIOR SUBORDINATED SECURITIES

(FORM OF FACE OF NOTE)

"THIS SENIOR SUBORDINATED SECURITY WILL BE ISSUED AND MAYBE

TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $1,000 AND

MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER

OF SUCH SECURITIES IN A DENOMINATION OF LESS THAN $1,000 AND

MULTIPLES OF $ I,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID

AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED

TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH

SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE

RECEIPT OF PAYMENTS ON SUCH SECURITIES, AND SUCH PURPORTED

TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN

SUCH SECURITIES.

THIS SECURITY IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN

THE LETTER AGREEMENT BY AND BETWEEN THE COMPANY AND THE

UNITED STATES DEPARTMENT OF THE TREASURY AND SECURITIES

PURCHASE AGREEMENT - STANDARD TERMS (THE "AGREEMENT"), EACH

OF WHICH ARE INCORPORATED INTO THIS NOTE.

THIS OBLIGATION IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IS NOT

INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE

CORPORATION, THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE

SYSTEM OR ANY OTHER GOVERNMENTAL AGENCY. THIS OBLIGATION IS

SUBORDINATED TO THE CLAIMS OF GENERAL AND SECURED CREDITORS

OF THE COMPANY AND IS NOT SECURED.

TIJIS SECURITY HAS 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 THIS SECURITY

IS NOTIFIED THAT THE SELLER MAYBE RELYING ON THE EXEMPTION

FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A

THEREUNDER. ANY TRANSFEREE OF THIS SECURITY BY ITS ACCEPTANCE

HEREOF (I) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER"

(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACn, (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, (8) FOR SO LONG AS THE SECURITIES REPRESENTED BY

D-I
THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A,

TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL

BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT

PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A

QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE

TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE

COMPANY 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 THIS

SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF

THIS LEGEND.

THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON

TRANSFER AND OTHER PROVISIONS OF THE AGREEMENT BETWEEN THE

COMPANY AND TIlE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH

IS ON FILE WITH THE COMPANY. TillS SECURITY 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."

[NAME OF COMPANY)

CUSIP No. _

$----

13.8% SENIOR SUBORDINATED SECURITY DUE 2039

[Company], a [State corporation] (the "Company," which term includes any permitted

successor thereto, for value received, hereby promises to pay to the order of the United States

Department of the Treasury or registered assigns, by wire transfer, the principal sum of

$ ( Dollars) on , 2039

(the "Maturity Date") (or any earlier redemption date or date of acceleration of the Maturity

Date) and to pay interest on the outstanding principal amount of this Senior Subordinated

Security Due 2039 (this "Senior Subordinated Security") from , or from the

most recent interest payment date to which interest has been paid or duly provided for, quarterly

in arrears (subject to deferral as set forth in Section 5.6 of the Agreement) on February 15, May

15, August 15 and November 15 of each year (each such date, an "Interest Payment Date"),

commencing on __' at the rate of 13.8% per annum (each such interest rate,

the applicable "Interest Rate") until the principal hereof shall have been paid or duly provided

for, compounded quarterly, and on any overdue principal and on any overdue installment of

interest (without duplication and to the extent that payment of such interest is enforceable under

applicable law) at the same rate per annum. The amount of interest payable hereon shall be

computed on the basis ofa 360 day year comprised oftwelve 30-day months.

D-2
This Senior Subordinated Security is one of the Senior Subordinated Securities referred

to in the Letter Agreement and Securities Purchase Agreement - Standard Terms, dated as of

_____ (as amended, modified or restated from time to time, the "Agreement"), by and

among the Company and the United States Department of the Treasury, as the initial Investor

(the "Investor"). Capitalized terms used in this Senior Subordinated Security are defined in the

Agreement, unless otherwise expressly stated herein. The Senior Subordinated Security is

entitled to the benefits of the Agreement and is subject to all of the agreements, terms and

conditions contained therein, all of which are incorporated herein by this reference. This Senior

Subordinated Security may be redeemed, in whole or in part, in accordance with the terms and

conditions set forth in the Agreement.

Interest

The interest installment so payable, and punctually paid or duly provided for, on any

Interest Payment Date will be paid to the person in whose name this Senior Subordinated

Security is registered at the close of business on the regular record date for such installment of

interest, which date shall be at the close of business on the 1st calendar day (whether or not a

business day) of the month in which each Interest Payment Date occurs (each such date, the

"Regular Record Date"). Any such installment of interest (other than Deferred Interest) not

punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such

Regular Record Date and shall be paid to the person in whose name this Senior Subordinated

Security is registered at the close of business on a special record date to be fixed by the Board of

Directors for the payment ofsuch defaulted interest, notice whereofshall be given to the Holders

of Senior Subordinated Securities not less than 10 days prior to such special record date, or may

be paid at any time in any other lawful manner not inconsistent with the requirements of any

securities exchange on which the Senior Subordinated Securities may be listed and upon such

notice as may be required by such exchange. In no event, however, shall interest exceed the

maximum rate permitted by applicable law.

If an Interest Payment Date or the Maturity Date falls on a day that is not a "business

day" (as defined in the Agreement), the related payment of principal or interest will be paid on

the next business day, with the same force and effect as if made on such date, and no interest on

such payments will accrue from and after such Interest Payment Date or Maturity Date, as the

case may be. Interest payable on the Maturity Date ofthe Senior Subordinated Securities will be

paid to the registered Holder to whom the principal is payable upon presentation and surrender

for cancellation.

Method of Payment

The principal ofthis Senior Subordinated Security shall be payable upon surrender hereof

and interest on this Senior Subordinated Security shall be payable at the office or agency of the

Company or an agent appointed for that purpose in any coin or currency of the United States of

America that at the time of payment is legal tender for payment of public and private debts;

provided, however, that payment of interest shall be made by the Company to the Holders ofthis

Senior Subordinated Security entitled thereto as shown on the Senior Note Register by wire

transfer of immediately available funds to any account with a banking institution located in the

United States designated by such Holder no later than the related Regular Record Date.

D-3
Subordination

The indebtedness evidenced by this Senior Subordinated Security is, to the extent

provided in the Agreement subordinate and junior in right of payment to the prior payment in full

of all claims of depositors and to the Company's other debt obligations to its general and secured

creditors, unless such debt obligations are explicitly made pari passu or subordinated to the

Senior Subordinated Securities/senior indebtedness of the Company, in accordance with

applicable ,holding company regulations ofthe Appropriate Federal Banking Agency, unless such

debt obligations are explicitly made pari passu or subordinated to the Senior Subordinated

Securities, if applicable. Each Holder of this Senior Subordinated Security, by accepting the

same agrees to and shall be bound by such provisions ofthe Agreement. Each Holder hereof, by

his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination

provisions contained herein and in the Agreement by each holder of Senior Indebtedness,

whether now outstanding or hereafter incurred, and waives reliance by each such holder upon

said provisions.

The provisions of this Senior Subordinated Security are continued on the reverse side

hereof and such provisions shall for all purposes have the same effect as though fully set forth at

this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed

this day of _

(NAME OF COMPANY]

By: _

Name:

Title:

Attest:

By: _

Name:

Title:

D-4
(FORM OF REVERSE OF NOTE)

This Senior Subordinated Security is one of the Senior Subordinated Securities of the

Company (herein sometimes referred to as the "Senior Subordinated Securities"), issued or to be

issued under and pursuant to a Letter Agreement and Securities Purchase Agreement - Standard

Terms, dated as of (as amended, modified or restated from time to time, the

"Agreement"), by and between the Company and the United States Department of the Treasury,

as the initial Investor (the "Investor"), to which Agreement reference is hereby made for a

description of the rights, limitations of rights, obligations, duties and immunities thereunder of

Company and the Holders of the Senior Subordinated Securities. This Senior Subordinated

Security is a single series note with a face value in aggregate principal amount as set forth on the

front ofthis Senior Subordinated Security.

Defaults and Remedies

If an Event of Default involving bankruptcy or certain provisions relating to deferral of

interest as provided for under Section 4.l(f) of the Agreement occurs, then the principal of,

interest accrued on, and other obligations payable under this Senior Subordinated Security and

the Transaction Documents, will immediately become due and payable. Notwithstanding

anything to the contrary herein or in the Agreement, other than Section 4.1(f) ofthe Agreement,

there is no right of acceleration for any Default, including a default in the payment of principal or

interest or the performance of any other covenant or obligation by the Company, or Event of

Default under this Senior Subordinated Security or the Agreement.

Amendment and Waiver

No amendment, modification, termination or waiver of any provision of the Agreement,

the Senior Notes or any ofthe other Transaction Documents, or consent to any departure by the

Company therefrom, shall be effective unless made in writing and signed by an officer or a duly

authorized representative ofthe Company and, in the case ofthe Warrant, the holder thereof, and

in the case ofthe Senior Notes, the Majority Holders; 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; provided further that no amendment,

modification, termination or waiver with respect to the Senior Notes shall, unless in writing and

signed by all Holders, do any of the following: (A) change the principal of or the rate of interest

on any Senior Note; (B) extend any date fixed for any payment of principal or interest;

(C) change the definition of the term "Majority Holders" or the percentage of Holders which

shall be required for Holders to take any action hereunder; or (D) consent to the assignment,

delegation or other transfer by the Company of any of its rights and obligations under any

Transaction Documents.

Any such consent or waiver by the Holder of this Senior Subordinated Security shall be

conclusive and binding upon such Holder and upon all future Holders of this Senior

Subordinated Security and of any Senior Subordinated Security issued in exchange herefor or in

place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any

notation ofsuch consent or waiver is made upon this Senior Subordinated Security.

0-5
No reference herein to the Agreement and no provision of this Senior Subordinated

Security or of the Agreement shall alter or impair the obligation of the Company, which is

absolute and unconditional, to pay the principal of and interest on this Senior Subordinated

Security at the time and place and at the rate and in the money herein prescribed.

Limitation on Dividends and Repurchases of Equity Securities

The Company's ability to declare and pay dividends and purchase or acquire shares of

Common Stock, other equity securities, trust preferred securities or any Senior Note is limited by

the terms of the Agreement. The Company's ability to redeem this Senior Subordinated Security

is limited by the terms ofthe Agreement.

Interest Deferral and Voting Rights

The Company may defer interest paid on the Senior Subordinated Securities, subject to

the terms and conditions in the Agreement. The Holders of this Senior Subordinated Security

will be permitted to vote for two directors in the event interest is deferred for six quarters

(regardless of whether such quarters are consecutive). Deferral of interest in excess of 20

quarters constitutes an "Event of Default" as defined in the Agreement.

Denominations; Transfer: Exchange

The Senior Subordinated Securities are issuable only in registered form without coupons

in minimum denominations of $1,000.00 and integral multiples of $ I,000.00 in excess thereof.

As provided in the Agreement, this Senior Subordinated Security is transferable by the Holder

hereof on the Senior Note Register maintained by the Company or its agent, upon surrender of

this Senior Subordinated Security for registration of transfer at the office or agency of the

Company or its agent, accompanied by a written instrument or instruments of transfer in form

satisfactory to the Company duly executed by the Holder hereof or his or her attorney duly

authorized in writing, and thereupon one or more new Senior Subordinated Securities of

authorized denominations and for the same aggregate principal amount will be issued to the

designated transferee or transferees. No service charge will be made for any such registration of

transfer, but the Company may require payment of a sum sufficient to cover any tax or other

governmental charge payable in relation thereto.

Prior to due presentment for registration of transfer of this Senior Subordinated Security,

the Company and any agent thereof may deem and treat the Holder hereof as the absolute owner

hereof (whether or not this Senior Subordinated Security shall be overdue and notwithstanding

any notice of ownership or writing hereon made) for the purpose of receiving payment of or on

account of the principal hereof and (subject to the Agreement) interest due hereon and for all

other purposes, and none of the Company or any agent thereof shall be affected by any notice to

the contrary.

Redemption

This Senior Subordinated Security may not be redeemed or repurchased by the Company

until all of the Company's 7.7% Senior Subordinated Securities and interest thereon have been

paid in full.

D-6
No Recourse Against Others

No recourse shall be had for the payment of the principal of or interest on this Senior

Subordinated Security, or for any claim based hereon, or otherwise in respect hereof, or based on

or in respect of the Agreement or any other Transaction Document, against any incorporator,

shareholder, employee, officer or director, as such, past, present or future, as such, of the

Company' or of any successor thereto, whether by virtue of any constitution, statute or rule of

law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by

the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived

and released.

Governing Law

THE AGREEMENT AND THIS SENIOR SUBORDINATED SECURITY SHALL

EACH BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE

FEDERAL LAWS OF THE UNITED STATES, IF AND TO THE EXTENT SUCH LAW IS

APPLICABLE AND OTHERWISE IN ACCORDANCE WITH THE LAWS OF THE STATE

OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES OF SAID

STATE.

Abbreviations

The following abbreviations, when used in the inscription on the face of this Senior

Subordinated Security, shall be construed as though they were written out in full according to

applicable laws or regulations:

TEN CON - as tenants in common TEN ENT - as tenants in the entireties

JT TEN - as joint tenants with right ofsurvival

UNIF GIFT MIN ACT - under Unifonn Gift to Minors Act and not as tenants

Additional abbreviations may also be used though not in the above list.

0-7
ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby assigns and transfers this Senior

Subordinated Security to:

(Assignee's social security or tax identification number)

(Address and zip code of assignee)

and irrevocably appoints agent to transfer this Senior

Subordinated Security on the books ofthe Company. The agent may substitute another to act for

him or her.

Date: _

Signature: _

(Sign exactly as your name appears on the other side ofthis Senior Subordinated Security)

Signature Guarantee: _

[Signature must be guaranteed by an "eligible guarantor

institution" that is a bank, stockbroker, savings and loan

association or credit union meeting the requirements ofthe

Registrar, which requirements include membership or participation

in the Securities Transfer Agents Medallion Program

("STAMP") or such other "signature guarantee program" as may

be determined by the Registrar in addition to, or in substitution for,

STAMP, all in accordance with the Securities Exchange Act of

1934, as amended.]

0-8
FORM OF WARRANT

[SEE AITACHED]

E-I

ANNEXE
FORM OF WARRANT TO PURCHASE SENIOR SUBORDINATED SECURITIES

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

OTHER\\-1SE DISPOSED OF EXCEPT WHlLE 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 COMPANY AND THE INVESTOR

REFERRED TO THEREIN, A COpy OF WHICH IS ON FILE MTH THE COMPANY. THE

SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR

OTHERMSE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT.

ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT

MLL BE VOID.

WARRANT

to purchase

$--------- of Senior Subordinated Securities

from ---------

Issue Date: _

I. Definitions. Unless the context otherwise requires, when used herein the

following terms shall have the meanings indicated.

"Board ofDirectors" means the board of directors of the 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 of New 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 of incorporation.

articles of association, or similar organizational document.

"Company" means the Person whose name, corporate or other organizational form and

jurisdiction oforganization is set forth in Item 1 of Schedule A hereto.

"Denomination Amount" means $1,000.

E-2
"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 of Schedule 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.

"Net Principal Amount" means with reference to the aggregate principal amount of

"Warrant Securities" in the form of Annex D to the Purchase Agreement to be purchased

pursuant to the terms ofthis Warrant, as set forth in Item 4 of Schedule A hereto.

"Original Principal Amount" means the aggregate principal amount of "Senior

Subordinated Securities" in the form of Annex C to the Purchase Agreement purchased by the

Original Warrantholder, as set forth in Item 7 of Schedule A hereto.

"Original Warrantholder" means the United States Department of the Treasury. Any

actions specified herein 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) of the Exchange Act and as used

in Sections 13(d)(3) and 14(d)(2) ofthe Exchange Act.

"Purchase Agreement" means the Securities Purchase Agreement - Standard Terms

incorporated into the Letter Agreement, dated as of the date set forth in Item 6 of Schedule A

hereto, as amended from time to time, between the Company and the United States Department

of the Treasury (the "Letter Agreement"), 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 Senior

Subordinated Securities and to own such Senior Subordinated Securities 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.

"Senior Subordinated Securities" 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.

E-3
2. Original Principal Amount of Senior Subordinated Securities; Exercise Price.

This certifies that, for value received, the United States Department of the Treasury or its

permitted assigns (the "Warrantholder") is entitled, upon the terms and subject to the conditions

hereinafter set forth, to acquire from the Company, in whole or in part, after the receipt of all

applicable Regulatory Approvals, if any, the Net Principal Amount ofsubordinated debentures as

set forth on Schedule A hereto (the "Senior Subordinated Securities"), at a purchase price 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 Senior Subordinated Securities

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 of the

Issue Date (the "Expiration Time"), by (A) the surrender of this Warrant and Notice of Exercise

annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal

executive office of the Company located at the address set forth in Schedule A hereto (or such

other office or agency of the Company in the United States as it may designate by notice in

writing to the Warrantholder at the address of the Warrantholder appearing on the books of the

Company), and (B) payment ofthe Exercise Price for the Senior Subordinated Securities thereby

purchased, by having the Company withhold, from the Original Principal Amount that would

otherwise be delivered to the Warrantholder upon such exercise, Senior Subordinated Securities

issuable upon exercise ofthe Warrant in the Net Principal Amount.

If the Warrantholder does not exercise this Warrant in its entirety, the

Warrantholder will be entitled to receive from the Company within a reasonable time, and in any

event not exceeding three (3) business days, a new warrant in substantially identical form for the

purchase of Senior Subordinated Securities equal to the difference between the Net Principal

Amount of Senior Subordinated Securities subject to this Warrant and the aggregate principal

amount of Senior Subordinated Securities 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 of this Warrant for Senior Subordinated Securities is

subject to the condition that the Warrantholder will have first received any applicable Regulatory

Approvals.

4. Issuance of Senior Subordinated Securities; Authorization. Senior Subordinated

Securities 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 (3) business days after the date on which this Warrant has

been duly exercised in accordance with the terms of this Warrant. The Company hereby

represents and warrants that any Senior Subordinated Securities executed and delivered upon the

exercise of this Warrant in accordance with the provisions of Section 3 will be duly and validly

authorized and will be the legal, valid and binding obligations of the Company, enforceable in

accordance with their respective terms, except to the extent that the enforceability thereof may be

limited by applicable bankruptcy, receivership, conservatorship, 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. The Company agrees that the Senior Subordinated Securities so executed and

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delivered will be deemed to have been issued to the Warrantholder as of the close of business on

the date on which this Warrant and payment of the Exercise Price are delivered to the Company

in accordance with the terms of this Warrant, notwithstanding that the Senior Note Register of

the Company may then be closed or Senior Subordinated Securities may not be actually

delivered on such date. The Company will use reasonable best efforts to ensure that the Senior

Subordinated Securities may be issued without violation of any applicable law or regulation or of

any requirement of any securities exchange on which such Senior Subordinated Securities may

be listed or traded.

5. No Rights as Shareholders: Warrant Register. This Warrant does not entitle the

Warrantholder to any voting rights or other rights as a shareholder of the Company. The

Company will at no time close its Warrant Register against transfer of this Warrant in any

manner which interferes with the timely exercise ofthis Warrant.

6. Charges, Taxes and Expenses. Issuance of Senior Subordinated Securities to the

Warrantholder upon the exercise of this Warrant shall be made without charge to the

Warrantholder for any issue or transfer tax or other incidental expense in respect of the issuance

thereof, all of which 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 of the 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, of the same tenor and date as this Warrant but registered in the name

of one or more transferees, upon surrender ofthis Warrant, duly endorsed, to the office or agency

of the Company described in Section 3. All expenses (other than transfer taxes) and other

charges payable in connection with the preparation, execution and delivery of the new Warrants

pursuant to this Section 7 shall be paid by the Company.

(B) The transfer of the Warrant and the Senior Subordinated Securities issued upon

exercise of the Warrant are subject to the restrictions set forth in Section 5.9 of the Purchase

Agreement. If and for so long as required by the Purchase Agreement, this Warrant shall contain

the legends as set forth in Section 5.7 ofthe Purchase Agreement.

8. Exchange and Registrv 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 prinicipal amount of Senior

Subordinated Securities. The Company shall maintain a registry showing the name and address

of the Warrantholder as the registered holder of this Warrant. This Warrant may be surrendered

for exchange or exercise in accordance with its terms, at the office of the 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 of the loss, theft, destruction or mutilation of this

Warrant, and in the case of any such loss, theft or destruction, upon receipt of a bond, indemnity

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or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon

surrender and cancellation of this Warrant, the Company shall make and deliver, in lieu of such

lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the

right to purchase the same aggregate amount of Senior Subordinated Securities as provided for in

such lost, stolen, destroyed or mutilated Warrant.

10. Saturdays, Sundays, Holidays, etc. If the 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.

II. Rule 144 Information. The Company covenants that it will use its reasonable best

efforts to timely file all 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, if permitted by the terms of this Warrant and the Purchase

Agreement, sell this Warrant without registration under the Securities Act within the limitation

of the 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 of the

Board of Directors of the Company, would require adjustment of the Exercise Price or the Net

Principal Amount of Senior Subordinated Securities for which this Warrant is exercisable in

order to fairly and adequately protect the purchase rights of the Warrants in accordance with the

essential intent and principles of the Purchase Agreement and this Warrant, then the Board of

Directors shall make such adjustments in the application of such provisions, in accordance with

such essential intent and principles, as shall be reasonably necessary, in the good faith opinion of

the Board of Directors, to protect sucb purchase rights as aforesaid.

Whenever the Exercise Price or the Net Principal Amount of Senior Subordinated

Securities into which this Warrant is exercisable shall be adjusted as provided in this Section 12,

the Company shall forthwith file at the principal office of the Company a statement showing in

reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect

and the Net Principal Amount of Senior Subordinated Securities for 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 of assets, consolidation, merger, dissolution, issue or sale of

securities or any other voluntary action, avoid or seek to avoid the observance or performance of

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any of theterms 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 of this 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 of the 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

to be performed entirely within such State. Each of the Company and the Warrantholder agrees

(a) to submit to the exclusive jurisdiction and venue of the United States District Court for the

District of Columbia 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 of the 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.

]5. Binding Effect. This Warrant shall be binding upon any successors or assigns of

the Company.

]6. Amendments. This Warrant may be amended and the observance of any term of

this Warrant may be waived only with the written consent of the 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 of receipt, or (b) on

the second business day following the date of dispatch if delivered by a recognized next day

courier service. All notices hereunder shall be delivered as set forth in Item 9 of Schedule 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 of which 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 intenliona/ly left blankj

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[Form of Notice of Exercise)

Date: ----

TO: [Company)

RE: Election to Purchase Senior Subordinated Securities

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby

agrees to subscribe for and purchase such Net Principal Amount of Senior Subordinated

Securities covered by the Warrant such that after giving effect to an exercise pursuant to Section

3(B) of the Warrant, the undersigned will receive the Net Principal Amount of Senior

Subordinated Securities set forth below. The undersigned, in accordance with Section 3 of the

Warrant, hereby agrees to pay the aggregate Exercise Price for such Net Principal Amount of

Senior Subordinated Securities in the manner set forth in Section 3(B) ofthe Warrant.

Net Principal Amount of Senior Subordinated Securities: I

The undersigned agrees that it is exercising the attached Warrant in full and that, upon

receipt by the undersigned of the Net Principal Amount of Senior Subordinated Securities set

forth above, such Warrant shall be deemed to be cancelled and surrendered to the Company.

Holder: _

By:

Name: _

Title:

Net Principal Amount of Senior Subordinated Securities to be received by the undersigned upon

exercise of the attached Warrant pursuant to Section 3(8) thereof.

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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]

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SCHEDULE A

Item 1

Name:

Corporate or other organizational fonn:

Jurisdiction of organization:

Item 2

-E--' P' I xerclse nee:

Item 3

Issue Date:

Item 4

Net Principal Amount: 2

Item 5

Intentionally Omitted.

Item 6

Date of Letter Agreement between the Company and the United States Department of the

Treasury:

Item 7

Original Principal Amount:

Item 8

Company's address:

Item 9

Notice infonnation:

Net Principal Amount divided by Denomination Amount and multiplied by $0.01.

The Net Principal Amount of Senior Subordinated Securities for which this Warrant is

exercisable shall include the aggregate principal amount of Senior Subordinated Securities

required to effect the cashless exercise pursuant to Section 3(8) of this Warrant (e.g., such Net

Principal Amount of Senior Subordinated Securities divided by the Denomination Amount and

multiplied by the Exercise Price) such that, following exercise ofthis Warrant and payment ofthe

Exercise Price in accordance with such Section 3(8), the Net Principal Amount of Senior

Subordinated Securities delivered to the Warrantholder would equal 5% of the Original Principal

Amount of Senior Securities purchased by the United States Department of the Treasury on the

investment date.

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