July 9, 2012

Re: Capital Purchase Program – Additional Information Regarding Pooled Auctions

On June 19, 2012, the United States Department of the Treasury (Treasury) sent you a letter

informing you that we are considering including our investment in your institution as part of a 

series of pooled auctions of Capital Purchase Program (CPP) investments. At that time, we also 

noted that additional information would be provided regarding the sale process, including the 

ability to potentially opt-out of the pooled sale if an institution, or a designated bidder (or single 

group of investors), submitted a bid at a sufficient price to purchase the investment and met 

certain other requirements.

Today, we are providing the first of those updates. In addition to this letter, we have posted to 

our website a timeline of significant dates, a form of bid letter and a form of designated 

purchaser questionnaire. As part of the opt-out process, any financial institution wishing to optout of a potential pooled auction must deliver an executed bid letter by 5:00pm EST on Monday, 

August 6, 2012. The bid letter requires the financial institution, and any designated bidder, to set 

forth, among other matters, the total amount of CPP outstanding (other than warrants for 

common stock), the total dollar amount of the bid, information concerning the designated bidder

(if applicable) and an agreement to facilitate the sale of the CPP investment. The designated 

bidder questionnaire requires the designated bidder (including each member of an investor 

group) to certify certain information so that Treasury may confirm the suitability of the 

designated bidder to participate in any offering or purchase of the CPP investment. 

We anticipate that we will contact banks that have submitted a proposal to opt-out of the pooled 

auction no later than August 17, 2012, and will advise them of whether we expect to remove the 

investment from the first pooled sales as well as provide next steps regarding the opt-out process. 

Decisions regarding whether a bid is sufficient to successfully opt-out will be made in Treasury’s 

sole discretion. In addition, a decision to initially remove an investment from a pooled sale does 

not mean that the institution, or its designated bidder, is entitled to purchase the investment at the 

submitted bid price. At a later date, Treasury will determine whether to conduct an individual 

auction or other process to ensure good value for taxpayers. At the time of any individual 

auction or other purchase, which may be a number of months after the initial opt-out notice, 

Treasury may request an updated bid from the institution or designated bidder. Treasury 

reserves the right to place an institution back into a pooled sale process, if at the time of any

individual auction or other purchase, the final and best submitted bid does not meet Treasury’s 

minimum, which Treasury shall determine in its sole discretion.
Please note, Treasury may update and, in its sole discretion, modify these procedures from time 

to time to ensure financial stability and maximize taxpayer returns when selling its CPP 

investments. Furthermore, Treasury retains the right, at all times, to decide whether, when and at 

what price it will sell the CPP investments. In addition, Treasury reminds potential participants 

in any sale of CPP investments, that the purchasers are responsible for compliance with all 

applicable laws, including the Bank Holding Company Act of 1956, as amended, and the 

Investment Company Act of 1940, as amended. 

We’ll continue to communicate with you regularly about the pooled auction process as we work 

to wind down the CPP program in a way that protects taxpayer interests and supports our 

nation’s community banks. If you have any questions, please feel free to contact us at 

cpp@treasury.gov.

Best regards,

Michael Harris

Director of the Capital Purchase Program