Date: _____________, 2013

U.S. Department of the Treasury 

Office of Financial Stability – Capital Purchase Program

Form of Bid Letter

Financial institutions wishing to opt-out of the pooled sale process and bid for Treasury’s Capital Purchase Program 

(“CPP”) investment in their institution (the “CPP Investment”) must submit this form, in conjunction with any 

Designated Bidder, to the Office of Financial Stability by 5:00pm EST on Tuesday April 30, 2013. Please return the 

completed form and any other documentation by email to cppredemption@treasury.gov

1. Name of Financial Institution: __________________________

2. UST Identifier: UST_____________

3. Total CPP Investment Outstanding: (totaling all CPP securities outstanding, including additional series of preferred 

stock or subordinated debentures issued to Treasury in connection with the immediately exercised warrant, but 

excluding warrants for common stock. The full amount accrued but unpaid dividends or interest through April 30, 2013

should be included in the total dollar bid amount.)

Series #1: ____________________

Series #2 (if applicable): ____________________

Series #3 (if applicable): ____________________

Accrued but unpaid dividends or interest: ____________________ (through April 30, 2013)

Total CPP Outstanding: ____________________

4. Total Dollar Bid Amount: (including all accrued but unpaid dividends or interest through April 30, 2013, and 

including all amounts by a Designated Bidder1). Include separate Bid Amounts for each class of security (other than 

warrants for common stock)

Series #1: ____________________

Series #2 (if applicable): ____________________

Series #3 (if applicable): ____________________

Accrued but unpaid dividends or interest: ____________________ (through April 30, 2013)

Total Dollar Bid Amount: ____________________

Note: In addition to the total dollar bid amount, all accrued but unpaid dividends and interest as of the date of this bid 

letter will be included for purposes of evaluating this bid.

5. Primary Federal Regulator

Contact: ________________________________

Email: _________________________________

Tel. #: _________________________________

6. Will the institution bid directly for the CPP Preferred?  Yes  No

a. If the institution is bidding directly, has it received regulatory approval? 

 1 As described in the June 19, 2012 letter to your financial institution, the Designated Bidder may be a single investor or 

a single group of investors.
 Yes  No 

b. Date of regulatory approval, if applicable (mm/dd/yyyy): ____/____/_______

c. If the institution has not yet received regulatory approval, does it have a plan to receive regulatory approval 

by June 2013?

 Yes  No

7. Designated Bidder Information (please also complete Appendix A):

a. Will the Designated Bidder require approval of any regulator prior to its acquisition of the CPP 

Investment, including any approvals under the Bank Holding Company Act of 1956, as amended, Change 

in Bank Control Act, Home Owners’ Loan Act, or the Investment Company Act of 1940, as amended?

 Yes  No

b. What is the financial institution’s relationship to the Designated Bidder, including each member of an 

investor group?

_________________________________________________________________

c. Is the Designated Bidder, including each member of an investor group, an affiliate, director or officer of 

the institution?

_________________________________________________________________

d. Is the Designated Bidder, including each member of an investor group, a Qualified Accredited Investor2

 Yes  No

e. Is the Designated Bidder, including each member of an investor group, a Qualified Institutional Buyer3?

 Yes  No

f. Proposed % ownership of the class of CPP Investment by the institution and the Designated Bidder. If 

Designated Bidder is a single group of investors, please complete information for all parties on Appendix 

A3:

Institution: ______% Designated Bidder: ______%

8. Financial Institution Information. Designated Bidder please fill out the information in Appendix A (if applicable):

Financial Institution Name: ______________________

Address: _________________________________

_________________________________

_________________________________

_________________________________

Tel. #: ___________________________________

Email: ___________________________________

Contact: ___________________________________

 2 Qualified Accredited Investor for CPP bidding purposes means any person who both (i) satisfies the Securities and 

Exchange Commission definition of an Accredited Investor in Rule 501 of Regulation D promulgated under the 

Securities Act of 1933, as amended (the “Securities Act”), and (ii) is either (x) an officer or director of the institution or 

(y) has assets under management of at least $25 million.

3 As defined in Rule 144A under the Securities Act.
Title: ___________________________________

Signature: ___________________________________

By signing this form below, the financial institution and the Designated Bidder, including each member of an investor 

group, (as applicable) agrees as follows:

1. If it has indicated on this form that it is submitting a bid, it is offering to purchase the CPP securities at no less 

than the price specified. It understands and acknowledges that Treasury may not conduct such individual 

auction or other process until a few months after the date hereof.

2. In connection with any sale by Treasury of the CPP Investment, the financial institution and the Designated 

Bidder, including each member of an investor group, shall provide reasonable cooperation to facilitate any sales 

of the CPP Investment, including, as is reasonable under the circumstances, (i) in the case of the financial 

institution, whether or not it is bidding, by furnishing such information concerning the financial institution and 

its business as a proposed transferee may reasonably request, including audited financial statements, company 

organizational charts, call reports and summaries of material legal, regulatory and administrative proceedings (to 

the extent the institution is lawfully permitted to make such disclosures) and making management of the 

financial institution 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 and (ii) in the case of any designated bidder, by providing such information as is requested by 

Treasury to confirm the accuracy of the representations and warranties herein or as required for any disclosure 

document related to an individual auction or other process.

3. In the case of a Designated Bidder, including each member of an investor group, is aware of the potential 

implications of a purchase of any CPP securities under the Bank Holding Company Act of 1956, as amended, 

in particular, with respect to holding certain percentages of “voting securities” or more than one third of a 

financial institution’s total equity.

If the financial institution is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act 

of 1934, and Treasury determines to sell the CPP Investment in a registered public offering, the financial institution 

shall agree to register any sale of the CPP Investment pursuant to Section 4.5 of the Securities Purchase Agreement 

without limitation, regardless of the availability of Rule 144 for any such sale. This bid letter and any agreement of the 

financial institution, or any Designated Bidder, contained herein, are in addition to, and shall not limit in any manner,

any obligation, covenant or agreement contained the Securities Purchase Agreement between Treasury and the financial 

institution.
Appendix A 

Please provide Designated Bidder contact information and proposed percentage ownership of CPP investment for the 

Designated Bidder, including each member of an investor group. Please provide additional attachments as a separate 

schedule for each member of an investor group, if applicable.

Designated Bidder4

Proposed ownership: ______%

Total Dollar Bid Amount: $____________ (including any accrued but unpaid dividends or interest). Include 

separate Bid Amounts for each class of security (other than warrants for common stock), if applicable.

Contact Information:

Legal Name: _________________________________

Address: _________________________________

_________________________________

_________________________________

_________________________________

Tel. #: ___________________________________

Email: ___________________________________

Contact: ___________________________________

Title: ___________________________________

Signature: ___________________________________

Each individual of a Designated Bidder (for investor groups, if applicable) 

Proposed ownership: ______%

Total Dollar Bid Amount: $____________ (including any accrued but unpaid dividends or interest). Include 

separate Bid Amounts for each class of security (other than warrants for common stock), if applicable.

Contact Information:

Legal Name: _________________________________

Address: _________________________________

_________________________________

_________________________________

_________________________________

Tel. #: ___________________________________

Email: ___________________________________

Contact: ___________________________________

Title: ___________________________________

Signature: ___________________________________

 4 For investor groups, please provide total amounts and for purposes of contact information, the primary contact for 

the investor group.