CAPITAL PURCHASE PROGRAM

Transaction Report

Released: October 29, 2008; 4:30 PM

Date

Seller

Transaction Type Description 

Name of Institution City State 

10/28/2008 Bank of America Corporation Charlotte NC Purchase Preferred Stock w/Warrants $10/28/2008 Bank of New York Mellon Corporation New York NY Purchase Preferred Stock w/Warrants $

10/28/2008 Citigroup Inc. New York NY Purchase Preferred Stock w/Warrants $2

10/28/2008 The Goldman Sachs Group, Inc. New York NY Purchase Preferred Stock w/Warrants $10/28/2008 JPMorgan Chase & Co. New York NY Purchase Preferred Stock w/Warrants $210/28/2008 Morgan Stanley New York NY Purchase Preferred Stock w/Warrants $10/28/2008 State Street Corporation Boston MA Purchase Preferred Stock w/Warrants $

10/28/2008 Wells Fargo & Company San Francisco CA Purchase Preferred Stock w/Warrants $2

1/ 10/28/2008 Merrill Lynch & Co., Inc New York NY Purchase Preferred Stock w/Warrants $1/ Settlement deferred pending merger

KEY

Date When payment is authorizedSeller Name, City and State of Qualified InstitutionTransaction Type Purchase or SaleDescription e.g. Preferred Stock w/Warrants, Preferred Stock w/Senior DebtPrice Paid Total Purchase Amount Pricing Mechanism e.g. Priced at par, auction price
APPENDIX 2 

TARP Capital Purchase Program 

Senior Preferred Stock and Warrants 

Summary of Senior Preferred Terms 

Issuer: Qualifying Financial Institution (“QFI”) means (i) any U.S. bank or U.S 

savings association not controlled by a Bank Holding Company (“BHC”) or 

Savings and Loan Company (“SLHC”); (ii) any top-tier U.S. BHC, (iii) any 

top-tier U.S. SLHC which engages solely or predominately in activities that are 

permitted for financial holding companies under relevant law; and (iv) any 

U.S. bank or U.S. savings association controlled by a U.S. SLHC that does not 

engage solely or predominately in activities that are permitted for financial 

holding companies under relevant law. QFI shall not mean any BHC, SLHC, 

bank or savings association controlled by a foreign bank or company. For 

purposes of this program, “U.S. bank”, “U.S. savings association”, “U.S. 

BHC” and “U.S. SLHC” means a bank, savings association, BHC or SLHC 

organized under the laws of the United States or any State of the United States, 

the District of Columbia, any territory or possession of the United States, 

Puerto Rico, Northern Mariana Islands, Guam, American Samoa, or the Virgin 

Islands. The United States Department of the Treasury will determine 

eligibility and allocation for QFIs after consultation with the appropriate 

Federal banking agency. 

Initial Holder: United States Department of the Treasury (the “UST”). 

Size: QFIs may sell preferred to the UST subject to the limits and terms described 

below. 

Each QFI may issue an amount of Senior Preferred equal to not less than 1% of 

its risk-weighted assets and not more than the lesser of (i) $25 billion and (ii) 

3% of its risk-weighted assets. 

Security: Senior Preferred, liquidation preference $1,000 per share. (Depending upon 

the QFI’s available authorized preferred shares, the UST may agree to 

purchase Senior Preferred with a higher liquidation preference per share, in 

which case the UST may require the QFI to appoint a depositary to hold the 

Senior Preferred and issue depositary receipts.) 

Ranking: Senior to common stock and pari passu with existing preferred shares other 

than preferred shares which by their terms rank junior to any existing preferred 

shares. 
APPENDIX 2 

Regulatory Capital Status: 

Tier 1. 

Term: Perpetual life. 

Dividend: The Senior Preferred will pay cumulative dividends at a rate of 5% per annum until 

the fifth anniversary of the date of this investment and thereafter at a rate of 9% per annum. For 

Senior Preferred issued by banks which are not subsidiaries of holding companies, the Senior 

Preferred will pay non-cumulative dividends at a rate of 5% per annum until the fifth anniversary of 

the date of this investment and thereafter at a rate of 9% per annum. Dividends will be payable 

quarterly in arrears on February 15, May 15, August 15 and November 15 of each year. 

Redemption: Senior Preferred may not be redeemed for a period of three years from the date of this 

investment, except with the proceeds from a Qualified Equity Offering (as defined below) which 

results in aggregate gross proceeds to the QFI of not less than 25% of the issue price of the Senior 

Preferred. After the third anniversary of the date of this investment, the Senior Preferred may be 

redeemed, in whole or in part, at any time and from time to time, at the option of the QFI. All 

redemptions of the Senior Preferred shall be at 100% of its issue price, plus (i) in the case of 

cumulative Senior Preferred, any accrued and unpaid dividends and (ii) in the case of noncumulative 

Senior Preferred, accrued and unpaid dividends for the then current dividend period (regardless of 

whether any dividends are actually declared for such dividend period), and shall be subject to the 

approval of the QFI’s primary federal bank regulator. 

“Qualified Equity Offering” shall mean the sale by the QFI after the date of 

this investment of Tier 1 qualifying perpetual preferred stock or common 

stock for cash. 

Following the redemption in whole of the Senior Preferred held by the UST, 

the QFI shall have the right to repurchase any other equity security of the 

QFI held by the UST at fair market value. 

Restrictions 

on Dividends: For as long as any Senior Preferred is outstanding, no dividends may be declared or 

paid on junior preferred shares, preferred shares ranking pari passu with the Senior Preferred, or 

common shares (other than in the case of pari passu preferred shares, dividends on a pro rata basis 

with the Senior Preferred), nor may the QFI repurchase or redeem any junior preferred shares, 

preferred shares ranking pari passu with the Senior Preferred or common shares, unless (i) in the 

case of cumulative Senior 
APPENDIX 2 

Preferred all accrued and unpaid dividends for all past dividend periods on the 

Senior Preferred are fully paid or (ii) in the case of non-cumulative Senior 

Preferred the full dividend for the latest completed dividend period has been 

declared and paid in full. 

Common dividends: The UST’s consent shall be required for any increase in common dividends 

per share until the third anniversary of the date of this investment unless prior to such third 

anniversary the Senior Preferred is redeemed in whole or the UST has transferred all of the Senior 

Preferred to third parties. 

Repurchases: The UST’s consent shall be required for any share repurchases (other than 

(i) repurchases of the Senior Preferred and (ii) repurchases of junior 

preferred shares or common shares in connection with any benefit plan in the 

ordinary course of business consistent with past practice) until the third 

anniversary of the date of this investment unless prior to such third 

anniversary the Senior Preferred is redeemed in whole or the UST has 

transferred all of the Senior Preferred to third parties. In addition, there shall 

be no share repurchases of junior preferred shares, preferred shares ranking 

pari passu with the Senior Preferred, or common shares if prohibited as 

described above under “Restrictions on Dividends”. 

Voting rights: The Senior Preferred shall be non-voting, other than class voting rights on 

(i) any authorization or issuance of shares ranking senior to the Senior 

Preferred, (ii) any amendment to the rights of Senior Preferred, or (iii) any 

merger, exchange or similar transaction which would adversely affect the 

rights of the Senior Preferred. 

If dividends on the Senior Preferred are not paid in full for six dividend 

periods, whether or not consecutive, the Senior Preferred will have the 

right to elect 2 directors. The right to elect directors will end when full 

dividends have been paid for four consecutive dividend periods. 

Transferability: The Senior Preferred will not be subject to any contractual restrictions on 

transfer. The QFI will file a shelf registration statement covering the Senior Preferred as promptly 

as practicable after the date of this investment and, if necessary, shall take all action required to 

cause such shelf registration statement to be declared effective as soon as possible. The QFI will also 

grant to the UST piggyback registration rights for the Senior Preferred and will take such other steps 

as may be reasonably requested to facilitate the transfer of the Senior Preferred including, if 

requested by the UST, using reasonable efforts to list the Senior Preferred on a national securities 

exchange. If requested by the UST, the QFI will appoint a depositary to hold the Senior Preferred 

and issue depositary receipts. 
APPENDIX 2 

Executive 

Compensation: As a condition to the closing of this investment, the QFI and its senior 

executive officers covered by the EESA shall modify or terminate all 

benefit plans, arrangements and agreements (including golden parachute 

agreements) to the extent necessary to be in compliance with, and 

following the closing and for so long as UST holds any equity or debt 

securities of the QFI, the QFI shall agree to be bound by, the executive 

compensation and corporate governance requirements of Section 111 of 

the EESA and any guidance or regulations issued by the Secretary of the 

Treasury on or prior to the date of this investment to carry out the 

provisions of such subsection. As an additional condition to closing, the 

QFI and its senior executive officers covered by the EESA shall grant to 

the UST a waiver releasing the UST from any claims that the QFI and 

such senior executive officers may otherwise have as a result of the 

issuance of any regulations which modify the terms of benefits plans, 

arrangements and agreements to eliminate any provisions that would not 

be in compliance with the executive compensation and corporate 

governance requirements of Section 111 of the EESA and any guidance or 

regulations issued by the Secretary of the Treasury on or prior to the date 

of this investment to carry out the provisions of such subsection. 

Summary of Warrant Terms 

Warrant: The UST will receive warrants to purchase a number of shares of common 

stock of the QFI having an aggregate market price equal to 15% of the 

Senior Preferred amount on the date of investment, subject to reduction as 

set forth below under “Reduction”. The initial exercise price for the 

warrants, and the market price for determining the number of shares of 

common stock subject to the warrants, shall be the market price for the 

common stock on the date of the Senior Preferred investment (calculated 

on a 20-trading day trailing average), subject to customary anti-dilution 

adjustments. The exercise price shall be reduced by 15% of the original 

exercise price on each six-month anniversary of the issue date of the 

warrants if the consent of the QFI stockholders described below has not 

been received, subject to a maximum reduction of 45% of the original 

exercise price. 

Term: 10 years 

Exercisability: Immediately exercisable, in whole or in part 

Transferability: The warrants will not be subject to any contractual restrictions on transfer; 

provided that the UST may only transfer or exercise an aggregate of onehalf of the warrants prior to the earlier of (i) the date on which the QFI has 

received aggregate gross proceeds of not less than 100% of the issue price 
APPENDIX 2 

of the Senior Preferred from one or more Qualified Equity Offerings and 

(ii) December 31, 2009. The QFI will file a shelf registration statement 

covering the warrants and the common stock underlying the warrants as 

promptly as practicable after the date of this investment and, if necessary, 

shall take all action required to cause such shelf registration statement to be 

declared effective as soon as possible. The QFI will also grant to the UST 

piggyback registration rights for the warrants and the common stock 

underlying the warrants and will take such other steps as may be reasonably 

requested to facilitate the transfer of the warrants and the common stock 

underlying the warrants. The QFI will apply for the listing on the national 

exchange on which the QFI’s common stock is traded of the common stock 

underlying the warrants and will take such other steps as may be reasonably 

requested to facilitate the transfer of the warrants or the common stock. 

Voting: The UST will agree not to exercise voting power with respect to any shares of 

common stock of the QFI issued to it upon exercise of the warrants. 

Reduction: In the event that the QFI has received aggregate gross proceeds of not less than 100% 

of the issue price of the Senior Preferred from one or more Qualified Equity Offerings on or prior to 

December 31, 2009, the number of shares of common stock underlying the warrants then held by the 

UST shall be reduced by a number of shares equal to the product of (i) the number of shares 

originally underlying the warrants (taking into account all adjustments) and (ii) 0.5. 

Consent: In the event that the QFI does not have sufficient available authorized shares of 

common stock to reserve for issuance upon exercise of the warrants and/or stockholder approval is 

required for such issuance under applicable stock exchange rules, the QFI will call a meeting of its 

stockholders as soon as practicable after the date of this investment to increase the number of 

authorized shares of common stock and/or comply with such exchange rules, and to take any other 

measures deemed by the UST to be necessary to allow the exercise of warrants into common stock. 

Substitution: In the event the QFI is no longer listed or traded on a national securities exchange or 

securities association, or the consent of the QFI stockholders described above has not been received 

within 18 months after the issuance date of the warrants, the warrants will be exchangeable, at the 

option of the UST, for senior term debt or another economic instrument or security of the QFI such 

that the UST is appropriately compensated for the value of the warrant, as determined by the UST.