UST Sequence Number: 28 

UNJTED STATES DEPARTMENT OF THE TREASURY 

1500 PENNSYL v ANlA A VENUE, NW 

WASHJNGTON, D.C. 20220 

Dear Ladies and Gentlemen: 

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

private placement the number of shares of a series of its preferred stock set forth on Schedule A 

hereto (the "Preferred Shares") and a warrant to purchase the number of shares of its common 

stock set forth on Schedule A hereto (the "Warrant" and, together with the Preferred Shares, 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superseded by the terms set forth herein or in the Schedules hereto, the provisions contained in 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 Terms attached hereto as Exhibit A (the 

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

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

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

terms of this letter agreement shall govern. 

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

with respect to the issuance by the Company of the 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) and the Securities Purchase 

Agreement (including the Annexes thereto) and the Warrant constitute the entire agreement, and 

supersede all other prior agreements, understandings, representations and warranties, both 

written and oral, between the parties, with respect to the subject matter hereof. This letter 

agreement constitutes the "Letter Agreement" referred to in the Securities Purchase Agreement. 

This letter agreement may be executed in any number of separate 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. 

* * * 

W/1313307v1 
In witness whereof, this letter agreement has been duly cxec::uted and delivered by the 

duly authorized ~tives of the partie. bemo as ofthc date written below. 

Date: MwMkr If I Mil 

UNITED STATES DEPARTMENT OF TIm 

~;JY~ . Name: Altttl ~," ~I'I 

Titlo~';:~'l~t4.s.~l~ Seuy~ ,t;r 

COMPANY: ~l~ BANCSHARES 

By.~~ 

~RP:~~ _ 

Name: DouaJd R. Kimble 

Title: CbiefPinanciaJ Officer 
In witness whereof, this letter agreement has been duly executed and delivered by the 

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

Date: NQ\)e.~c \Y I ~~ 

UNITED STATES DEPARTMENT OF THE 

TREASURY 

By: ______________________________ _ 

Name: 

Title: 

COMP ANY: HUNTINGTON BANCSHARES 

~:c~ Name: Donald R. Kimble 

Title: Chief Financial Officer 
SCHEDULE A 

ADDITIONAL TERMS AND CONDITIONS 

Company Information: 

Name of the Company: Huntington Bancshares Incorporated 

Corporate or other organizational form: Corporation 

Jurisdiction of Organization: Maryland 

Appropriate Federal Banking Agency; Board of Governors of the Federal Reserve System 

Notice Information: 

James W. Nelson, Chief Risk Officer 

Phone: 614-480-3292 

Fax: 614-480-4088 

jim.nelson@huntington.com 

Terms of the Purchase: 

Donald R. Kimble, Chief Financial Officer 

Phone: 614-480-5240 

Fax: 614-480-5428 

don.kimble@huntington.com 

Series of Preferred Stock Purchased: Fixed Rate Cumulative Perpetual Preferred Stock, Series B 

Per Share Liquidation Preference of Preferred Stock: $1,000.00 per share 

Number of Shares of Preferred Stock Purchased: 1,398,071 shares 

Dividend Payment Dates on the Preferred Stock: February 15, May 15, August 15, and 

November 15 

Number of Initial Warrant Shares: 23,562,994 shares 

Exercise Price of the Warrant: $8.90 per share 

Purchase Price: $1,398,071,000.00 

Closing: 

Location of Closing: Hughes Hubbard, One Battery Park Plaza, New York, NY 10004-I 482 

Time of Closing: 9:00 a.m. 

Date of Closing: November 14,2008 
SCHEDULEB 

CAPIT ALIZA nON 

Capitalization Date: As of October 31, 2008 

Common Stock 

Par value: $0.01 per share 

Total Authorized: 1,000,000,000 shares 

Outstanding: 366,050,446 shares 

Subject to warrants, options, convertible securities, etc.: 102,607,092 shares 

Reserved/or benefit plans and other issuances: 61,816,985 shares (includes shares 

reserved for issuance under employee stock option plans) 

Remaining authorized but unissued: 469,525,477 shares 

Shares issued after Capitalization Date (other than pursuant to warrants, options, 

convertible securities, etc. as set/orth above): None 

Preferred Stock 

Par value: $0.01 per share 

Total Authorized: 6,617,808 shares 

Outstanding (by series): 569,000 shares of 8.50% Series A Preferred 

Reserved/or issuance: None 

Remaining authorized but unissued: 6,048,808 shares 
SCHEDULEC 

REQUIRED STOCKHOLDER APPROVALS 

Required! % Vote Required 

Warrants -- Common Stock Issuance 

Charter Amendment 

Stock Exchange Rules 

If no stockholder approvals are required, please so indicate by checking the box: r2J 

1 If stockholder approval is required, indicate applicable class/series of capital stock that are required to vote. 
SCHEDULED 

LITIGATION 

List any exceptions to the representation and warranty in Section 2,2(1) of the Securities 

Purchase Agreement - Standard Terms, 

Ifnone, please so indicate by checking the box: t8J 
SCHEDULEE 

COMPLIANCE WlTII LAWS 

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

of the Securities Purchase Agreement - Standard Terms. 

If none, please so indicate by checking the box: [81 

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

the Securities Purchase Agreement - Standard Terms. 

If none, please so indicate by checking the box: [81 
SCHEDULEF 

REGULATORY AGREEMENTS 

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

Purchase Agreement - Standard Terms. 

Ifnone, please so indicate by checking the box: 0 
EXHIBIT A 

SECURITIES PURCHASE AGREEMENT 
095331-0002-IOO33-NY02.2689565.11 

SECURITIES PURCHASE AGREEMENT 

STANDARD TERMS 

\J0T 0018 

EXHIBIT A 
T ABLE OF CONTENTS 

Page 

Article I 

Purchase; Closing 

1.1 Purchase ................................................................................................................... I 

1.2 Closing .................................................................................................................... .2 

1.3 Interpretation ............................................................................................................ 4 

Article II 

Representations and Warranties 

2.1 Disclosure ................................................................................................................ 4 

2.2 Representations and Warranties of the Company .................................................... 5 

Article III 

Covenants 

3.1 Commercially Reasonable Efforts ......................................................................... 13 

3.2 Expenses ................................................................................................................ 14 

3.3 Sufficiency of Authorized Common Stock; Exchange Listing .............................. 14 

3.4 Certain Notifications Until Closing ....................................................................... 15 

3.5 Access, Information and Confidentiality ............................................................... 15 

Article IV 

Additional Agreements 

4.1 Purchase for Investment ......................................................................................... 16 

4.2 Legends .................................................................................................................. 16 

4.3 Certain Transactions .............................................................................................. 18 

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

the Warrant ............................................................................................................. 18 

4.5 Registration Rights ................................................................................................. 19 

4.6 Voting of Warrant Shares ..................................................................................... .30 

4.7 Depositary Shares .................................................................................................. 31 

4.8 Restriction on Dividends and Repurchases ............................................................ 31 

4.9 Repurchase of Investor Securities .......................................................................... 32 

4.10 Executive Compensation ...................................................................................... .33 

-j095331-ooo2-IOO33-NY02.2689565.11 
Article V 

Miscellaneous 

5.1 Termination ............................................................................................................ 34 

5.2 Survival of Representations and Warranties ......................................................... .34 

5.3 Amendment ............................................................................................................ 34 

5.4 Waiver of Conditions ............................................................................................. 34 

5.5 Governing Law: Submission to Jurisdiction, Etc ............................................ .35 

5.6 Notices ................................................................................................................... 35 

5.7 Definitions ............................................................................................................. .35 

5.8 Assignment ........................................................................................................... .36 

5.9 Severability ........................................................................................................... .36 

5.10 No Third Party Beneficiaries ................................................................................. 36 

-ii095331-OOO2-IOO33-NY02.268956511 
LIST OF ANNEXES 

ANNEX A: FORM OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK 

ANNEX B: FORM OF WAIVER 

ANNEX C: FORM OF OPINION 

ANNEX D: FORM OF WARRANT 

·iii· 

095331·0002· lOO33·NY02.2689565.11 
INDEX OF DEFINED TERMS 

Tenn 

Affiliate 

Agreement 

Appraisal Procedure 

Appropriate Federal Banking Agency 

Bankruptcy Exceptions 

Benefit Plans 

Board of Directors 

Business Combination 

business day 

Capitalization Date 

Certificate of Designations 

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 

EESA 

ERISA 

Exchange Act 

Fair Market Value 

GAAP 

Governmental Entities 

Holder 

Holders' Counsel 

Indemnitee 

Information 

Initial Warrant Shares 

Investor 

Junior Stock 

knowledge of the Company; Company's knowledge 

Last Fiscal Year 

Letter Agreement 

officers 

-jv09533 HlOO2·IOO33·NY02.2689S65 " 

Location of 

Definition 

S.7(b) 

Recitals 

4.9(c)(i) 

2.2(s) 

2.2(d) 

1.2(d)(iv) 

2.2(f) 

4.4 

1.3 

2.2(b) 

1.2( d)(iii) 

1.2( d)(iii) 

1.2(a) 

1.2(a) 

2.2(n) 

Recitals 

Recitals 

2.2(h) 

2. 1 (a) 

2.2(i)(i) 

2.2(i)(i) 

S.7(b) 

2.2(n) 

Recitals 

1.2(d)(iv) 

2.2(n) 

2.1 (b) 

4.9(c)(ii) 

2.1(a) 

1.2(c) 

4.S(k)(i) 

4.5(k)(ii) 

4.5(g)(i) 

3.5(b) 

Recitals 

Recitals 

4.8(c) 

5.7(c) 

2.1(b) 

Recitals 

5.7(c) 
Tenn 

Parity Stock 

Pending Underwritten Offering 

Pennitted Repurchases 

Piggyback Registration 

Plan 

Preferred Shares 

Preferred Stock 

Previously Disclosed 

Proprietary Rights 

Purchase 

Purchase Price 

Purchased Securities 

Qualified Equity Offering 

register; registered; registration 

Registrable Securities 

Registration Expenses 

Regulatory Agreement 

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

Schedules 

SEC 

Securities Act 

Selling Expenses 

Senior Executive Officers 

Share Dilution Amount 

Shelf Registration Statement 

Signing Date 

Special Registration 

Stockholder Proposals 

subsidiary 

Tax; Taxes 

Transfer 

Warrant 

Warrant Shares 

095331·ooo2·IOO33·NY02268956511 

-yLocation of 

Definition 

4.8(c) 

4.5(1) 

4.8(a)(ii) 

4.5(a)(iv) 

2.2(n) 

Recitals 

Recitals 

2.1 (b) 

2.2(u) 

Recitals 

1.1 

Recitals 

4.4 

4.5(k)(iii) 

4.5(k)(iv) 

4.5(k)(v) 

2.2(s) 

4.5(k)(vi) 

Recitals 

2.1 (b) 

2.2(a) 

4. 5 (k)(vii) 

4.10 

4.8( a)(ii) 

4.5(a)(ii) 

2.1(a) 

4.5(i) 

3.1(b) 

5.8(a) 

2.2(0) 

4.4 

Recitals 

2.2(d) 
SECURITIES PURCHASE AGREEMENT - STANDARD TERMS 

Recitals: 

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

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

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

Program ("CP P"); 

WHEREAS, an eligible financial institution eJecting 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 Tenus; 

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

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

economy; 

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

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

market; 

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

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

Agreement (the "Preferred Shares") and a warrant to purchase the number of shares of its 

Common Stock ("Common Stock") set forth on Schedule A to the Letter Agreement (the "Initial 

Warrant Shares") (the "Warrant" and, together with the Preferred Shares, 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 

Terms (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. 

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 

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

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

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

on Schedule A (the "Purchase Price"). 

09533I-0002-I0033-NY022689565 II 
1.2 Closing. 

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

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

time and on the date set 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 of the conditions to the Closing in this Section 

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

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

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

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

Company on Schedule A. 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Material Adverse Effect" and words of similar import) shall be true and correct 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 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 I .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 (8) the Company shall have 

-2-

09533 HlOO2·1 0033·NY022689565. J I 
performed in all material respects all obligations required to be performed by it under this 

Agreement at or prior to the Closing; 

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

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

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

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

of its jurisdiction of organization or other applicable Governmental Entity the amendment 

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

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

A (the "Certificate of Designations") and such filing shaH have been accepted; 

(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 of the Company acquired pursuant to this Agreement or the 

Warrant, in order to comply with Section 111 (b) of the Emergency Economic 

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

that has been issued and is in effect as ofthe 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 B 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 of the Company hereunder to modify, the tenus 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 implemented by guidance or regulation thereunder that 

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

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

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

dated as of the Closing Date, in substantially the fonn attached hereto as Annex C; 

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

prior consent of the Investor, evidence of shares in book-entry form, evidencing the 

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

-3-

095331"{)()o2·IOO33·NY02.268956~11 
(viii) the Company shall have duly executed the Warrant in substantially the 

form attached hereto as Annex D 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 tills 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. 

2.1 Disclosure. 

Article II 

Representations and Warranties 

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

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

subsidiaries taken as a whole; provided, however, 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 generally affecting the industries in which the Company and its subsidiaries operate, 

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

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

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

-4-

09S331.()OQ2-10033-NY022689S65.11 
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 (D) changes in the market price or trading volume of the Conunon 

Stock or any other equity, equity-related or debt securities of the Company or its consolidated 

subsidiaries (it being understood and agreed that the exception set forth in this clause (D) does 

not apply to the underlying reason giving rise to or contributing to any such change); or (ii) the 

ability of the Company to consummate the Purchase and the other transactions contemplated by 

this Agreement and the Warrant and perform its obligations hereunder or thereunder on a timely 

basis. 

(b) "Previously Disclosed" means information set forth or incorporated in the 

Company's Annual Report on Form IO-K for the most recently completed fiscal year of the 

Company filed with the Securities and Exchange Commission (the "SEC') prior to the Signing 

Date (the "Last Fiscal Year") or in its other reports and forms filed with or furnished to the SEC 

under Sections 13(a), 14(a) or IS(d) of the Securities Exchange Act of 1934 (the "Exchange 

Ad') on or after the last day of the Last Fiscal Year and prior to the Signing Date. 

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

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

Closing Date (or such other date specified herein): 

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

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

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

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

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

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

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

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

a "significant subsidiary" within the meaning of Rule 1-02(w) of Regulation S-X under the 

Securities Act of 1933 (the "Securities Act") has been duly organized and is validly existing in 

good standing under the laws 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 of such documents as in full force and effect as of the Signing Date. 

(b) Capitalization. The authorized capital stock ofthe 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 of the 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). Except as provided in the Warrant, as of 

the Signing Date, the Company does not have outstanding any securities or other obligations 

providing the holder the right to acquire Common Stock that is not reserved for issuance as 

-5-

09533) '()()()2·) 0033·NY02.2689565) ) 
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. 

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

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

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

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

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

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

Company. 

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

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

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

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

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

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

equity ("Bankruptcy Exceptions"). The shares of Common Stock issuable upon exercise of the 

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

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

validly issued, fully paid and non-assessable, subject, if applicable, to the approvals of its 

stockholders set forth on Schedule C. 

(e) Authorization, Enforceability. 

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

deliver this Agreement and the Warrant and, subject, if applicable, to the approvals of its 

stockholders set forth on Schedule C, to carry out its obligations hereunder and 

thereunder (which includes the issuance of the Preferred Shares, Warrant and Warrant 

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

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

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

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

the Company, subject, in each case, if applicable, to the approvals of its stockholders set 

forth on Schedule C. This Agreement is a valid and binding obligation of the Company 

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

Exceptions. 

(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 

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09533I-0002·IOO33·NYD2.2689565.11 
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 Company Subsidiary under any of the terms, conditions or 

provisions of (i) subject, if applicable, to the approvals of the Company's stockholders set 

forth on Schedule C, its organizational documents or (ii) any note, 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 of the properties or assets of the 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 

(8), 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 filing of the Certificate of Designations with the Secretary 

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

current report on Form 8-K required to be filed with the SEC, such filings and approvals 

as are required to be made or obtained under any state "blue sky" laws, the filing of any 

proxy statement contemplated by Section 3.1 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) Anti-takeover Provisions and Rights Plan. The Board of Directors of the 

Company (the "Board of Directors") has taken all necessary action to ensure that the transactions 

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

contemplated hereby and thereby, including the exercise of the Warrant in accordance with its 

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

bylaws, and any other provisions of any applicable "moratorium", "control share", "fair price", 

"interested stockholder" or other anti-takeover laws and regulations of any jurisdiction. The 

Company has taken all actions necessary to render any stockholders' rights plan of the Company 

inapplicable to this Agreement and the Warrant and the consummation of the transactions 

contemplated hereby and thereby, including the exercise of the Warrant by the Investor in 

accordance with its tenus. 

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

fiscal period for which the Company has filed a Quarterly Report on Form 10-Q or an Annual 

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095331..()(){)2-IOO33-NY02.2689565.11 
Report on Form I O~K with the SEC prior to the Signing Date, 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. Each of the consolidated financial statements of 

the Company and its consolidated subsidiaries (coJIectively the "Company Financial 

Slatements") included or incorporated by reference in the Company Reports filed with the SEC 

since December 31, 2006, present fairly in all material respects the consolidated financial 

position of the Company and its consolidated subsidiaries as of the dates indicated therein (or if 

amended prior to the Signing Date, as of the date of such amendment) and the consolidated 

results of their 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), (B) have been prepared from, and are in accordance with, the 

books and records of the Company and the Company Subsidiaries and (C) complied as to form, 

as of their respective dates of filing with the SEC, in all material respects with the applicable 

accounting requirements and with the published rules and regulations of the SEC with respect 

thereto. 

(i) RepK)rts. 

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

Company (each a "Company Subsidiary" and, collectively, the "Company Subsidiaries") 

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

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

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

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

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

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

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

applicable Governmental Entities. In the case of each such Company Report filed with or 

furnished to the SEC, such Company Report (A) did not, as of its date or if amended 

prior to the Signing Date, as of the date of such amendment, contain an untrue statement 

of a material fact or omit to state a material fact necessary in order to make the statements 

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

and (8) complied as to form in all material respects with the applicable requirements of 

the Securities Act and the Exchange Act. With respect to all other Company Reports, the 

Company Reports were complete and accurate in all material respects as of their 

respective dates. No executive officer of the Company or any Company Subsidiary has 

failed in any respect to make the certifications required of him or her under Section 302 

or 906 of the Sarbanes-Oxley Act of 2002. 

(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 

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09S331·0002·10033-NY02268956511 
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 disclosure controls and procedures (as defined in 

Rule 13a-lS(e) of the Exchange Act) 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 over financial reporting (as defined in Rule 13a-15(f) of the 

Exchange Act) that are reasonably likely to adversely affect the Company's ability to 

record, process, summarize and report financial 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. 

Q) 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 under the Securities Act, and the rules and regulations of the SEC 

promulgated thereunder), which might subject the offering, issuance or sale of any of the 

Purchased 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 D 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 of the 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 

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095331-0002-IOO33·NY02.2689565.11 
Company Subsidiaries have all permits, licenses, franchises, authorizations, orders and approvals

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

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

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

Company Subsidiary. Except as set forth on Schedule E, 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

Govenunental 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 E, no Govenunental Entity has placed any restriction on the business or properties of

the Company or any Company Subsidiary that would, individually or in the aggregate,

reasonably be expected to have a Company Material Adverse Effect.

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

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

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

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

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

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

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

maintained or contributed to by the Company or any member ofits 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 ERlSA 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 ofERlSA that the Company or any member of its Controlled

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

"reportable event" (within the meaning of Section 4043(c) ofERlSA), 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

ofthe 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 ofthe 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 ofits 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 PBGC

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 4001(c)(3) of ERISA); and (C) each Plan

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

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09S33I-0002·10033·NY022689S6S.IJ
detennination letter from the Internal Revenue Service with respect to its qualified status that has 

not been revoked, or such a detennination 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 detennination letter. 

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

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

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

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

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

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

deficiencies. "Tax" or "Taxes" means any 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 Le;;tSes. 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 environmenta11iability. 

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09533 J ·0002· J 0033·NY02.2689565. II 
(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 of the Company Subsidiaries or its or 

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

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

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

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

or one of the Company Subsidiaries, enforceable in accordance with its terms, 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 breaches that would not, individuaJJy 

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 F, 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) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q). 

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

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

reasonably has determined to be 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 of the 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. 

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09533I-0002-IOO33-NY02.2689565II 
(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 fonner 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 of the Proprietary Rights 

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, fmder 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. 

Article III 

Covenants 

3.1 Commercially Reasonable Efforts. 

(a) Subject to the terms and conditions of this 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 other party to that end. 

(b) If the Company is required to obtain any stockholder approvals set forth on 

Schedule C, then the Company shall comply with this Section 3 .1 (b) and Section 3.1 (c). The 

Company shall call a special meeting of its stockholders, as promptly as practicable following 

the Closing, to vote on proposals (collectively, the "Stockholder Proposals") to (i) approve the 

exercise of the Warrant for Common Stock for purposes of the rules of the national security 

exchange on which the Common Stock is listed and/or (ii) amend the Company's Charter to 

increase the number of authorized shares of Common Stock to at least such number as shall be 

sufficient to permit the full exercise of the Warrant for Common Stock and comply with the 

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09~33I"()()02-1 0033-NY02.268956SII 
other provisions of this Section 3 .1 (b) and Section 3 .1 (c). The Board of Directors shall 

recommend to the Company's stockholders that such stockholders vote in favor of the 

Stockholder Proposals. In connection with such meeting, the Company shall prepare (and the 

Investor will reasonably cooperate with the Company to prepare) and file with the SEC as 

promptly as practicable (but in no event more than ten business days after the Closing) a 

preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of 

the SEC or its staff thereon and to cause a definitive proxy statement related to such 

stockholders' meeting to be mailed to the Company's stockholders not more than five business 

days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies 

for such stockholder approval of the Stockholder Proposals. The Company shall notify the 

Investor promptly of the receipt of any comments from the SEC or its staff with respect to the 

proxy statement and of any request by the SEC or its staff for amendments or supplements to 

such proxy statement or for additional information and will supply the Investor with copies of all 

correspondence between the Company or any of its representatives, on the one hand, and the 

SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to 

such stockholders' meeting there shall occur any event that is required to be set forth in an 

amendment or supplement to the proxy statement, the Company shall as promptly as practicable 

prepare and mail to its stockholders such an amendment or supplement. Each of the Investor and 

the Company agrees promptly to correct any information provided by it or on its behalf for use in 

the proxy statement if and to the extent that such information shall have become false or 

misleading in any material respect, and the Company shall as promptly as practicable prepare 

and mail to its stockholders an amendment or supplement to correct such information to the 

extent required by applicable laws and regulations. The Company shall consult with the Investor 

prior to filing any proxy statement, or any amendment or supplement thereto, and provide the 

Investor with a reasonable opportunity to comment thereon. In the event that the approval of any 

of the Stockholder Proposals is not obtained at such special stockholders meeting, the Company 

shall include a proposal to approve (and the Board of Directors shall recommend approval of) 

each such proposal at a meeting of its stockholders no less than once in each subsequent sixmonth period beginning on January I, 2009 until all such approvals are obtained or made. 

(c) None of the information supplied by the Company or any of the Company 

Subsidiaries for inclusion in any proxy statement in connection with any such stockholders 

meeting of the Company will, at the date it is filed with the SEC, when first mailed to the 

Company's stockholders and at the time of any stockholders meeting, and at the time of any 

amendment or supplement thereof, contain any untrue statement of a material fact or omit to 

state any material fact necessary in order to make the statements therein, in light of the 

circumstances under which they are made, not misleading. 

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 

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

counsel. 

3.3 Sufficiency of Authorized Common Stock; Exchange Listing. 

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095331..()()()2·10033·NY022689S6SII 
(a) During the period from the Closing Date (or, if the approval of the Stockholder 

Proposals is required, the date of such approval) until the date on which the Warrant has been 

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

similar rights, a sufficient number of authorized and unissued Warrant Shares to effectuate such 

exercise. Nothing in this Section 3.3 shall preclude the Company from satisfying its obligations 

in respect of the exercise of the Warrant by delivery of shares of Conunon Stock which are held 

in the treasury of the Company. As soon as reasonably practicable following the Closing, the 

Company shall, at its expense, cause the Warrant Shares to be listed on the same national 

securities exchange on which the Common Stock is listed, subject to official notice of issuance, 

and shall maintain such listing for so long as any Common Stock is listed on such exchange. 

(b) If requested by the Investor, the Company shall promptly use its reasonable best 

efforts to cause the Preferred Shares 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, eYent, 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, Infonnation and Confidentiality. 

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

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

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

acting through the Appropriate Federal Banking Agency, 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 normal 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 

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09533I-0002·IOO33·NY02.2689565.ll 
expected to cause a violation of any agreement to which the Company or any Company

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

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

appropriate substitute disclosure arrangements under circumstances where the restrictions in this

clause (ii) apply).

(b) 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, "Information") 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.

Article IV

Additional Agreements

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

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

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

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

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

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

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

ofthe 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 ofthis type that it is capable

of evaluating the merits and risks ofthe Purchase and of making an informed investment

decision.

4.2 Legends.

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

Warrant and the Warrant Shares will bear a legend substantially to the following effect:

"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN

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

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

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."

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09533I-0002-10033-NY02 .2689565.J I
(b) The Investor agrees that all certificates or other instruments representing the 

Warrant will also bear a legend substantially to the following effect: 

"THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON 

TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE 

AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE 

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

ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT 

BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH 

SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE 

WITH SAID AGREEMENT WILL BE VOID." 

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

representing the Preferred Shares will bear a legend substantially to the following effect: 

"THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS 

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

INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY 

OTHER GOVERNMENTAL AGENCY. 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN 

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

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

NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE 

A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER 

SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO 

AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LA WS. 

EACH PURCHASER OF THE SECURITIES REPRESENTED BY TIDS 

INSTRUMENT 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 THE SECURITIES REPRESENTED 

BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (l) REPRESENTS THAT 

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

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

OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS 

INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT 

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

AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE 

FOR RESALE PURSUANT TO RULE 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 ISSUER OR (D) PURSUANT TO ANY 

OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION 

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095331·0002-10033-NY02.268956511 
REQUIREMENTS OF THE SECURlTIES ACT AND (3) AGREES THAT IT WILL 

GIVE TO EACH PERSON TO WHOM THE SECURlTIES REPRESENTED BY THIS 

INSTRUMENT ARE TRANSFERRED A NOTICE SUBST ANTIALL Y TO THE 

EFFECT OF THIS LEGEND." 

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

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

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

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

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

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

previously issued certificates or other instruments. Upon Transfer of all or a portion of the 

Warrant in compliance with Section 4.4, the Company shall issue new certificates or other 

instruments representing the Warrant, which shall not contain the applicable legend in Section 

4.2(b) above; provided that the Investor surrenders to the Company the previously issued 

certificates or other instruments. 

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

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

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

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

every covenant, agreement and condition of this Agreement to be perfonned and observed by the 

Company. 

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

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

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

Purchased Securities or Warrant Shares 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 Shares; provided that the Investor shall not Transfer a portion or portions of the 

Warrant with respect to, and/or exercise the Warrant for, more than one-half of the Initial 

Warrant Shares (as such number may be adjusted from time to time pursuant to Section 13 

thereof) in the aggregate until the earlier of (a) the date on which the Company (or any successor 

by Business Combination) has received aggregate gross proceeds of not less than the Purchase 

Price (and the purchase price paid by the Investor to any such successor for securities of such 

successor purchased under the CPP) from one or more Qualified Equity Offerings (including 

Qualified Equity Offerings of such successor) and (b) December 31, 2009. "Qualified Equity 

Offering" means the sale and issuance for cash by the Company to persons other than the 

Company or any of the Company Subsidiaries after the Closing Date of shares of perpetual 

Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as 

and may be included in Tier 1 capital of the Company at the time of issuance under the 

applicable risk-based capital guidelines of the Company's Appropriate Federal Banking Agency 

(other than any such sales and issuances made pursuant to agreements or arrangements entered 

into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 

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09533I-0002·I0033.NY02.2689565.11 
2008). "Business Combination" means a merger, consolidation, statutory share exchange or 

similar transaction that requires the approval of the Company's stockholders. 

4.5 Registration Rights. 

(a) Registration. 

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

covenants and agrees that as promptly as practicable after the Closing Date (and in any 

event no later than 30 days after the Closing Date), the Company shall prepare and file 

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

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

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

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

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

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

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

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

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

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

Registration Statement expires). So long as the Company is a well-known seasoned 

issuer (as defined in Rule 405 under the Securities Act) at the time of filing of the Shelf 

Registration Statement with the SEC, such Shelf Registration Statement shall be 

designated by the Company as an automatic Shelf Registration Statement. 

Notwithstanding the foregoing, if on the Signing Date 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 4.5(a)(i) shall be effected by means of 

a shelf registration on an appropriate form under Rule 4 15 under the Securities Act (a 

"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 4.5( c); 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 

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

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

liquidation preference of the Preferred Shares is equal to or greater than $2 billion. 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. 

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095331·0002·IOO33·NY02.2689565J I 
(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 4.5(a): (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 of the request of 

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

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

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

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

12-month period and not more than 90 days in the aggregate in any 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 4.5(a)(i) or a Special Registration, and the registration 

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

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

all other Holders 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 (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 

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

Company may terminate or withdraw any registration under this Section 4.5(a)(iv) prior 

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

have elected to include Registrable Securities in such registration. 

(v) If the registration referred to in Section 4.5(a)(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 4.S(a)(iv). In such event, the right ofInvestor 

and all other Holders to registration pursuant to Section 4.S(a) 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 form 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 of the 

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

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095331-0002·10033·NY02268956511 
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 undenvritten offering under the Shelf 

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

under Section 4.5(a)(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 of such offering 

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

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

Registration under Section 4.5(a)(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 4.5(a)(ii) or Section 4.5(a)(iv), as 

applicable, pro rata on the basis of the aggregate number of such securities or shares 

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

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

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. 

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

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

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

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

of the securities so registered. 

(c) Qbligations of the Company. The Company shall use its reasonable best efforts, 

for so long as there are Registrable Securities outstanding, to take such actions as are under its 

control to not become an ineligible issuer (as defined in Rule 405 under the Securities Act) and 

to remain a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) ifit 

has such status on the Signing Date or becomes eligible for such status in the future. In addition, 

whenever required to effect the registration of any Registrable Securities or facilitate the 

distribution of Registrable Securities pursuant to an effective Shelf Registration Statement, the 

Company shall, as expeditiously as reasonably practicable: 

(i) Prepare and file with the SEC a prospectus supplement with respect to a 

proposed offering of Registrable Securities pursuant to an effective registration 

statement, subject to Section 4.5(d), keep such registration statement effective and keep 

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095331-0002-10033·NY02268956511 
such prospectus supplement current until the securities described therein are no longer 

Registrable Securities. 

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

applicable registration statement and the prospectus or prospectus supplement used in 

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

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

such registration statement. 

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

applicable registration statement and each such amendment and supplement thereto 

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

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

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

Registrable Securities owned or to be distributed by them. 

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

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

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

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

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

(v) Notify each Holder 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 \mtrue 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 filed pursuant to Section 4.5(a) or 

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

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

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

become effective; 

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

registration statement or the prospectus included therein or for additional 

information; 

-22-

09533 1·0002·1 0033-NY02.2689S6S. I 1 
(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 Common 

Stock for sale in any jurisdiction or the initiation or threatening of any proceeding 

for such purpose; 

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

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

registration statement in order to make the statements therein not misleading 

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

prospectus until the requisite changes have been made); and 

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

contained in any underwriting agreement contemplated by Section 4.5(c)(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 4.5(c)(vi)(C) at the earliest practicable time. 

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

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

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

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

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

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

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

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

been made, then the Holders and any underwriters shall suspend use 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 stock certificates into book-entry form in accordance 

with any procedures reasonably requested by the Holders or any managing 

underwriter(s). 

(x) If an underwritten offering is requested pursuant to Section 4.5(a)(ii), enter 

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

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095J3I-0002·1 OOJJ·NY02 .2689565. II 
other actions reasonably requested by the Holders of a majority of the Registrable 

Securities being sold in cOlll1ection therewith or by the managing underwriter(s), if any, 

to expedite or facilitate the underwritten disposition of such 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 stockholders 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 Holders that are 

selling stockholders, 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 

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

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095331-0002-10033 ·NY02.2689 565 1 J 
Registrable Securities to be listed on such securities exchange as the Investor may 

designate. 

(xiii) If requested by Holders ofa 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 security holders earning statements satisfying the 

provisions of Section 11 (a) of the Securities Act and Rule 158 thereunder. 

(d) Suspension of Sales. Upon receipt of written notice from the Company that a 

registration statement, prospectus or prospectus supplement 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, 

the Investor and each Holder of Registrable Securities shall forthwith discontinue disposition of 

Registrable Securities until the Investor and/or Holder has received copies of a supplemented or 

amended prospectus or prospectus supplement, or until the Investor and/or such Holder is 

advised in writing by the Company that the use of the prospectus and, if applicable, prospectus 

supplement may be resumed, and, if so directed by the Company, the Investor andlor such 

Holder shall deliver to the Company (at the Company's expense) all copies, other than 

permanent file copies then in the Investor andlor such Holder's possession, of the prospectuS 

and, if applicable, prospectus supplement 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. 

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

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

not be available unless such securities are Registrable Securities. 

(f) 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 4.5(c) that Investor andlor 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 

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09533 J ·OOO2·JOO33·NY022689565J J 
disposition of such securities as shall be required to effect the registered offering of their 

Registrable Securities. 

(g) 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, liabil ities, 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 docwnents incorporated therein 

by reference or contained in any free writing prospectus (as such term is defined in Rule 

405) prepared by the Company or authorized by it in writing for use by such Holder (or 

any amendment or supplement thereto); or any omission to state therein a material fact 

required to be stated therein or necessary to make the statements therein, in light of the 

circwnstances 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) 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 fmal prospectus contained therein or any such 

amendments or supplements thereto, or (B) offers or sales effected by or on behalf of 

such Indenmitee "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 4.5(g)(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 

095331-0002-10033-NY02.268956511 
equitable considerations. The relative fault of the Company, on the one hand, and of the 

Indemnitee, on the other hand, shall be determined by reference to, among other factors, 

whether the untrue statement of a material fact or omission to state a material fact relates 

to information supplied by the Company or by the Indemnitee and the parties' relative 

intent, knowledge, access to information and opportunity to correct or prevent such 

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

equitable if contribution pursuant to this Section 4.S(g)(ii) were determined by pro rata 

allocation or by any other method of allocation that does not take account of the equitable 

considerations referred to in Section 4.5(g)(i). No Indemnitee guilty of fraudulent 

misrepresentation (within the meaning of Section 11 (f) of the Securities Act) shall be 

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

fraudulent misrepresentation. 

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

Registrable Securities pursuant to Section 4.5(a) may be assigned by the Investor to a transferee 

or assignee of Registrable Securities with a liquidation preference or, in the case of Registrable 

Securities other than Preferred Shares, a market value, no less than an amount equal to (i) 2% of 

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

liquidation preference is less than $2 bil1ion and (ii) $200 million if the initial aggregate 

liquidation preference of the Preferred Shares is equal to or greater than $2 billion; provided, 

however, the transferor shall, within ten days after such transfer, furnish to the Company written 

notice of the name and address of such transferee or assignee and the number and type of 

Registrable Securities that are being assigned. For purposes of this Section 4.5(h), "market 

value" per share of Common Stock shall be the last reported sale price of the Common Stock on 

the national securities exchange on which the Common Stock is listed or admitted to trading on 

the last trading day prior to the proposed transfer, and the "market value" for the Warrant (or any 

portion thereof) shal1 be the market value per share of Common Stock into which the Warrant (or 

such portion) is exercisable less the exercise price per share. 

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

by the Investor or other Holders pursuant to this Section 4.5, the Company agrees not to effect 

(other than pursuant to such registration or pursuant to a Special Registration) any public sale or 

distribution, or to file any Shelf Registration Statement (other than such registration or a Special 

Registration) covering, in the case of an underwritten offering of Common Stock or Warrants, 

any of its equity securities or, in the case of an underwritten offering of Preferred Shares, any 

Preferred Stock of the Company, or, in each case, any securities convertible into or exchangeable 

or exercisable for such securities, during the period not to exceed ten days prior and 60 days 

following the effective date of such 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 form 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 andlor options or other rights in respect thereof solely registered on Form S-4 or 

Form S-8 (or successor form) or (B) shares of equity securities andlor options or other rights in 

respect thereof to be offered to directors, members of management, employees, consultants, 

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09533 I-()OO2·10033·m02.2689565. I I 
customers, lenders or vendors of the Company or Company Subsidiaries or in connection with 

dividend reinvestment plans. 

G) Rule 144: Rule 144A. With a view to making available to the Investor and 

Holders the benefits of certain rules and regulations of the 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 terms are understood 

and defined in Rule 144( c)( 1) or any similar or analogous rule promulgated under the 

Securities Act, at all times after the Signing Date; 

(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. 

(k) As used in this Section 4.5, the following terms shall have the following 

respective meanings: 

(i) "Holder" 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 4.5(h) hereof. 

Oi) "Holders 1 Co unser' 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 in compliance with the 

Securities Act and applicable rules and regulations thereunder, and the declaration or 

ordering of effectiveness of such registration statement or (B) filing a prospectus andlor 

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095331·0002·1 0033·NY02 .2689565 .11 
prospectus supplement in respect of an appropriate effective registration statement on 

Form S-3. 

(iv) "Registrable Securities" means (A) all Preferred Shares, (B) the Warrant 

(subject to Section 4.5(p» and (C) any equity securities issued or issuable directly or 

indirectly with respect to the securities referred to in the foregoing clauses (A) or (B) by 

way of conversion, exercise or exchange thereof, including the Warrant Shares, or share 

dividend or share split or in connection with a combination of shares, recapitalization, 

reclassification, merger, amalgamation, arrangement, consolidation or other 

reorganization, provided that, once issued, such securities will not be Registrable 

Securities when (1) they are sold pursuant to an effective registration statement under the 

Securities Act, (2) except as provided below in Section 4.5(0), 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 the 

securities. No Registrable Securities may be registered under more than one registration 

statement at anyone time. 

(v) "Registration Expenses" mean all expenses incurred by the Company in 

effecting any registration pursuant to this Agreement (whether or not any registration or 

prospectus becomes effective or final) or otherwise complying with its obligations under 

this Section 4.5, including all registration, filing and listing fees, printing expenses, fees 

and disbursements of counsel for the Company, blue sky fees and 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 cOnunlssions and stock 

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). 

(1) At any time, any holder of Securities (including any Holder) may elect to forfeit 

its rights set forth in this Section 4.5 from that date forward; provided, that a Holder forfeiting 

such rights shall nonetheless be entitled to participate under Section 4.5(a)(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 terminate a 

Holder's rights or obligations under Section 4.5(f) with respect to any prior registration or 

Pending Underwritten Offering. "Pending Underrvriften Offering" means, with respect to any 

Holder forfeiting its rights pursuant to this Section 4.5(1), any underwritten offering of 

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095331..(}()()2·10033.NY02.268956511 
Registrable Securities in which such Holder has advised the Company of its intent to register its 

Registrable Securities either pursuant to Section 4.5(a)(ii) or 4.5(a)(iv) prior to the date of such 

Holder's forfeiture. 

(m) 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 

4.5 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 permitted and 

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

obligations of the Company under this Section 4.5 in accordance with the terms and conditions 

of this Section 4.5. 

(n) No Inconsistent Agreements. The Company shall not, on or after the Signing 

Date, enter into any agreement with respect to its securities that may impair the rights granted to 

the Investor and the Holders under this Section 4.5 or that otherwise conflicts with the provisions 

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

this Section 4.5. In the event the Company has, prior to the Signing Date, entered into any 

agreement with respect to its securities that is inconsistent with the rights granted to the Investor 

and the Holders under this Section 4.5 (including agreements that are inconsistent with the order 

of priority contemplated by Section 4.5(a)(vi» or that may otherwise conflict with the provisions 

hereof, the Company shall use its reasonable best efforts to amend such agreements to ensure 

they are consistent with the provisions of this Section 4.5. 

(0) Certain Offerings by the Investor. In the case of any securities held by the 

Investor that cease to be Registrable Securities solely by reason of clause (2) in the definition of 

"Registrable Securities," the provisions of Sections 4.5(a)(ii), clauses (iv), (ix) and (x)-(xii) of 

Section 4.5(c), Section 4.5(g) and Section 4.5(i) 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 of such securities on behalf of the 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. 

(P) 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 of the Warrant, including entering into a warrant agreement and appointing a warrant 

agent. 

4.6 Voting of Warrant Shares. Notwithstanding anything in this Agreement to the 

contrary, the Investor shall not exercise any voting rights with respect to the Warrant Shares. 

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09S331-0002·I0033-NY02268956S, II 
4.7 Depositary Shares. Upon request by the Investor at any time following the 

Closing Date, the Company shall promptly enter into a depositary arrangement, pursuant to 

customary agreements reasonably satisfactory to the Investor and with a depositary reasonably 

acceptable to the Investor, pursuant to which the Preferred Shares may be deposited and 

depositary shares, each representing a fraction of a Preferred Share as specified by the Investor, 

may be issued. From and after the execution of any such depositary arrangement, and the deposit 

of any Preferred Shares pursuant thereto, the depositary shares issued pursuant thereto shall be 

deemed "Preferred Shares" and, as applicable, "Registrable Securities" for purposes of this 

Agreement. 

4.8 Restriction on Dividends and Repurchases. 

(a) Prior to the earlier of (x) the third anniversary of the Closing Date and (y) the date 

on which the Preferred Shares have been redeemed in whole or the Investor has transferred all of 

the Preferred Shares to third parties which are not Affiliates of the Investor, neither the Company 

nor any Company Subsidiary shall, without the consent of the Investor: 

(i) declare or pay any dividend or make any distribution on the Common 

Stock (other than (A) regular quarterly cash dividends of not more than the amount of the 

last quarterly cash dividend per share declared or, if lower, publicly announced an 

intention to declare, on the Common Stock prior to October 14, 2008, as adjusted for any 

stock split, stock dividend, reverse stock split, reclassification or similar transaction, (B) 

dividends payable solely in shares of Common Stock and (C) dividends or distributions 

of rights or Junior Stock in connection with a stockholders' rights plan); 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 trust preferred 

securities issued by the Company or any Affiliate of the Company, other than (A) 

redemptions, purchases or other acquisitions of the Preferred Shares, (B) redemptions, 

purchases or other acquisitions of shares of Common Stock or other Junior Stock, in each 

case in this clause (B) in connection with the administration of any employee benefit plan 

in the ordinary course of business (including purchases to offset the Share Dilution 

Amount (as defmed below) pursuant to a publicly announced repurchase plan) and 

consistent with past practice; provided that any purchases to offset the Share Dilution 

Amount shall in no event exceed the Share Dilution Amount, (C) purchases or other 

acquisitions by a broker-dealer subsidiary of the Company solely for the purpose of 

market-making, stabilization or customer facilitation transactions in Junior Stock or 

Parity Stock in the ordinary course of its business, (0) purchases by a broker-dealer 

subsidiary of the Company of capital stock of the Company for resale pursuant to an 

offering by the Company of such capital stock underwritten by such broker-dealer 

subsidiary, (E) any redemption or repurchase of rights pursuant to any stockholders' 

rights plan, (F) the acquisition by the Company or any of the Company Subsidiaries of 

record o\Vllership in Junior Stock or Parity Stock for the beneficial ownership of any 

other persons (other than the Company or any other Company Subsidiary), including as 

trustees or custodians, and (G) the exchange or conversion of Junior Stock for or into 

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095331-0002-10033-NY02268956511 
other Junior Stock or of Parity Stock or trust preferred securities for or into other Parity 

Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each 

case set forth in this clause (0), solely to the extent required pursuant to binding 

contractual agreements entered into prior to the Signing Date or any subsequent 

agreement for the accelerated exercise, settlement or exchange thereof for Common 

Stock (clauses (C) and (F), collectively, the "Permitted Repurchases"). "Share Dilution 

Amount" means the increase in the number of diluted shares outstanding (determined in 

accordance with OAAP, and as measured from the date of the Company's most recently 

filed Company Financial Statements prior to the Closing Date) resulting from the grant, 

vesting or exercise of equity-based compensation to employees and equitably adjusted for 

any stock split, stock dividend, reverse stock split, reclassification or similar transaction. 

(b) Until such time as the Investor ceases to own any Preferred Shares, the Company 

shall not repurchase any Preferred Shares from any holder thereof, whether by means of open 

market purchase, negotiated transaction, or otherwise, other than Permitted Repurchases, unless 

it offers to repurchase a ratable portion of the Preferred Shares then held by the Investor on the 

same terms and conditions. 

(c) "Junior Stock" means Common Stock and any other class or series of stock of the 

Company the terms of which expressly provide that it ranks junior to the Preferred Shares as to 

dividend rights and/or as to rights on liquidation, dissolution or winding up of the Company. 

"Parity Stock" means any class or series of stock of the Company the terms of which do not 

expressly provide that such class or series will rank senior or junior to the Preferred Shares as to 

dividend rights and/or as to rights on liquidation, dissolution or winding up of the Company (in 

each case without regard to whether dividends accrue cumulatively or non-cumulatively). 

4.9 Repurchase of Investor Securities. 

(a) Following the redemption in whole of the Preferred Shares held by the Investor or 

the Transfer by the Investor of all of the Preferred Shares to one or more third parties not 

affiliated with the Investor, the Company may repurchase, in whole or in part, at any time any 

other equity securities of the Company purchased by the Investor pursuant to this Agreement or 

the Warrant and then held by the Investor, upon notice given as provided in clause (b) below, at 

the Fair Market Value of the equity security. 

(b) Notice of every repurchase of equity securities of the Company held by the 

Investor shall be given at the address and in the marmer set forth for such party in Section 5.6. 

Each notice of repurchase given to the Investor shall state: (i) the number and type of securities 

to be repurchased, (ii) the Board of Director's determination of Fair Market Value of such 

securities and (iii) the place or places where certificates representing such securities are to be 

surrendered for payment of the repurchase price. The repurchase of the securities specified in 

the notice shall occur as soon as practicable following the determination of the Fair Market 

Value of the securities. 

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095331'()()()2·IOO33.NY02.2689565.11 
(c) As used in this Section 4.9, the following tenns shall have the following 

respective meanings: 

(i) "Appraisal Procedure" means a procedure whereby two independent 

appraisers, one chosen by the Company and one by the Investor, shall mutually agree 

upon the Fair Market Value. Each party shall deliver a notice to the other appointing its 

appraiser within 10 days after the Appraisal Procedure is invoked. If within 30 days after 

appointment of the two appraisers they are unable to agree upon the Fair Market Value, a 

third independent appraiser shall be chosen within 10 days thereafter by the mutual 

consent of such first two appraisers. The decision of the third appraiser so appointed and 

chosen shall be given within 30 days after the selection of such third appraiser. If three 

appraisers shall be appointed and the detennination of one appraiser is disparate from the 

middle detennination by more than twice the amount by which the other detennination is 

disparate from the middle detennination, then the determination of such appraiser shall 

be excluded, the remaining two determinations shall be averaged and such average shall 

be binding and conclusive upon the Company and the Investor; otherwise, the average of 

all three detenninations shall be binding upon the Company and the Investor. The costs 

of conducting any Appraisal Procedure shall be borne by the Company. 

(ii) "Fair Market Value" means, with respect to any security, the fair market 

value of such security as detennined by the Board of Directors, acting in good faith in 

reliance on an opinion of a nationally recognized independent investment banking finn 

retained by the Company for this purpose and certified in a resolution to the Investor. If 

the Investor does not agree with the Board of Director's detennination, it may object in 

writing within 10 days of receipt of the Board of Director's detennination. In the event of 

such an objection, an authorized representative of the Investor and the chief executive 

officer of the Company shall promptly meet to resolve the objection and to agree upon 

the Fair Market Value. If the chief executive officer and the authorized representative are 

unable to agree on the Fair Market Value during the 10-day period following the delivery 

of the Investor's objection, the Appraisal Procedure may be invoked by either party to 

detennine the Fair Market Value by delivery of a written notification thereof not later 

than the 30th day after delivery of the Investor's objection. 

4.10 Executive Compensation. Until such time as the Investor ceases to own any debt 

or equity securities of the Company acquired pursuant to this Agreement or the Warrant, the 

Company shall take all necessary action to ensure that its Benefit Plans with respect to its Senior 

Executive Officers comply in all respects with Section 111 (b) of the EESA as implemented by 

any guidance or regulation thereunder that has been issued and is in effect as of the Closing Date, 

and shall not adopt any new Benefit Plan with respect to its Senior Executive Officers that does 

not comply therewith. "Senior Executive Officers" means the Company's "senior executive 

officers" as defined in subsection 111(b)(3) of the EESA and regulations issued thereunder, 

including the rules set forth in 31 C.F.R. Part 30. 

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095331.00Q2·I0033·NY02268956S.11 
Article V 

Miscellaneous 

5.1 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 

detennine whether to extend the tenn of this 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,jurther, that the right to 

terminate this Agreement under this Section 5.1(a) shall not be available to any party whose 

breach of any representation or warranty or failure to perfonn any obligation under this 

Agreement shall have caused or resulted in the failure of the Closing to occur on or prior to such 

date; or 

(b) by either the Investor or the Company in the event that any Governmental Entity 

shall have issued an order, decree or ruling or taken any other action restraining, enjoining or 

otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, 

ruling or other action shall have become final and nonappealable; or 

(c) by the mutual written consent of the Investor and the Company. 

In the event of termination of this Agreement as provided in this Section 5.1, this Agreement 

shall forthwith become void and there shall be no liability on the part of either party hereto 

except that nothing herein shall relieve either party from liability for any breach of this 

Agreement. 

5.2 Survival of Representations 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. 

5.3 Amendment. No amendment of any provision of this Agreement will be effective 

unless made in writing and signed by an officer or a duly authorized representative of each party; 

provided that the Investor may unilaterally amend any provision of this Agreement to the extent 

required to comply with any changes after the Signing Date in applicable federal statutes. No 

failure or delay by any party in exercising any right, power or privilege hereunder shall operate 

as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further 

exercise of any other right, power or privilege. The rights and remedies herein provided shall be 

cumulative of any rights or remedies provided by law. 

5.4 Waiver of Conditions. The conditions to each party's obligation to consummate 

the Purchase are for the sole benefit of such 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 

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095331·0002·10033·NY02268956S.11 
writing signed by a duly authorized officer of the waiving party that makes express reference to 

the provision or provisions subject to such waiver. 

5.5 Governing Law: Submission to Jurisdiction, Etc. This Agreement will be 

governed by and construed in accordance with the federal law of the United States if and to 

the extent such law is applicable, and otherwise in accordance with the laws of the State of 

New York applicable to contracts made and to be performed entirely within such State. 

Each of the parties hereto agrees (a) to submit to the exclusive jurisdiction and venue of the 

United States District Court for the District of Columbia and the United States Court of 

Federal Claims for any and all civil actions, suits or proceedings arising out of or relating 

to this Agreement or the Warrant or the transactions contemplated hereby or thereby, and 

(b) that notice may be served upon (i) the Company at the address and in the manner set 

forth for notices to the Company in Section 5.6 and (ii) the Investor in accordance with 

federal law. To the extent permitted by applicable law, each of the parties hereto hereby 

unconditionally waives trial by jury in any civil legal action or proceeding relating to this 

Agreement or the Warrant or the transactions contemplated hereby or thereby. 

5.6 Notices. Any notice, request, instruction or other document to be given hereunder 

by any 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 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. 

5.7 Definitions 

If to the Investor: 

United States Department of the Treasury 

1500 Pennsylvania Avenue, NW, Room 2312 

Washington, D.C. 20220 

Attention: Assistant General Counsel (Banking and Finance) 

Facsimile: (202) 622-1974 

(a) When a reference is made in this Agreement to a subsidiary ofa person, the term 

"subsidiary" means any corporation, partnership, joint venture, limited liability company or other 

entity (x) of which such person or a subsidiary of such person is a general partner or (y) of which 

a majority of the voting securities or other voting interests, or a majority of the securities or other 

interests of which having by their terms ordinary voting power to elect a majority of the 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. 

-35-

095331-0002-10033-NY02.268956S II 
(b) The term "Affiliate" means, with respect to any person, any person directly or 

indirectly controlling, controlled by or under common control with, such other person. For 

purposes of this definition, "contror' (including, with correlative meanings, the terms "controlled 

by" and "under common control with") when used with respect to any person, means the 

possession, directly or indirectly, of the power to cause the direction of management and/or 

policies of such person, whether through the ownership of voting securities by contract or 

otherwise. 

(c) The terms "knowledge o/the Company" or "Company's knowledge" mean the 

actual knowledge after reasonable and due inquiry of the "officers" (as such term is defined in 

Rule 3b-2 under the Exchange Act, but excluding any Vice President or Secretary) of the 

Company. 

5.8 Assignment. Neither this Agreement nor any right, remedy, obligation nor 

liability arising hereunder or by reason hereof shall be assignable by any party hereto without the 

prior written consent of the other party, and any attempt to assign any right, remedy, obligation 

or liability hereunder without such consent shall be void, except (a) an assignment, in the case of 

a 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 and (b) as provided in Section 4.5. 

5.9 Severability. If any provision of this Agreement or the Warrant, or the application 

thereof to any person or circumstance, is determined by a court of competent jurisdiction to be 

invalid, void or unenforceable, the remaining provisions hereof, or the application of such 

provision to persons or circumstances other than those as to which it has been held invalid or 

unenforceable, will remain in full force and effect and shall in no way be affected, impaired or 

invalidated thereby, so long as the economic or legal substance of the transactions contemplated 

hereby is not affected in any manner materially adverse to any party. Upon such determination, 

the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable 

substitute provision to effect the original intent of the parties. 

5.10 No Third Party Beneficiaries. Nothing contained in this Agreement, expressed or 

implied, is intended to confer upon any person or entity other than the Company and the Investor 

any benefit, right or remedies, except that the provisions of Section 4.5 shall inure to the benefit 

of the persons referred to in that Section. 

* * * 

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09533 J·0002·JOO33·NY022689565. J I 
ANNEXA 

FORM OF CERTIFICATE OF DESIGNATIONS 

[SEE A IT ACHED] 

09533I-0002·IOO33·NY02.268956511 
ARTICLES SUPPLEMENTARY 

DESIGNATING THE RIGHTS AND PREFERENCES 

OF 

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B, 

PAR VALUE $0.01 PER SHARE 

OF 

HUNTINGTON BANCSHARES INCORPORATED 

Huntington BaDcsbares Incorporated, a corporation organized and existing under 

the laws of the State of Maryland (the "Corporation"), in accordance with the provisions of 

Section 2-208 of the Maryland General Corporation Law, does hereby certify: 

FIRST: Under a power contained in Article Fifth of the charter of the Corporation 

(the "Charter"), the Board of Directors of the Corporation (the "Board of Directors") and the 

Special Committee of the Board of Directors, by duly adopted resolutions, classified and 

designated 1,398,071 shares of the authorized but unissued serial preferred stock of the 

Corporation, par value $0.01 per share, as Fixed Rate Cumulative Perpetual Preferred Stock, 

Series B, par value $0.01 per share, with the following preferences, conversion and other 

rights, voting powers, restrictions, limitations as to dividends and other distributions, 

qualifications and terms and conditions of redemption, which, upon any restatement of the 

Charter, shall become part of Article Fifth of the Charter, with any necessary or appropriate 

renumbering or relettering of the sections or subsections hereof. 

Part 1. Desjgnation and Number of Shares. There is hereby created out of the 

authorized and unissued shares of serial preferred stock of the Corporation a series of serial 

preferred stock designated as the "Fixed Rate Cumulative Perpetual Preferred Stock, Series 

B" (the "Designated Preferred Stock"). The authorized number of shares of Designated 

Preferred Stock shall be 1,398,071. 

Part 2. Standard Provisions. The Standard Provisions contained in Annex A attached 

hereto are incorporated herein by reference in their entirety and shall be deemed to be a part 

of these Articles Supplementary to the same extent as if such provisions had been set forth in 

fuJI herein. 

Part 3. Definitions. The following terms are used in these Articles Supplementary 

(including the Standard Provisions in Annex A hereto) as defined below: 

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(a) "Common Stock" means the common stock, par value $0.01 per share, of the 

Corporation. 

(b) "Dividend Payment Date" means February 15, May 15, August 15 and 

November 15 of each year. 

(c) "Junior Stock" means the Common Stock and any other class or series of stock 

of the Corporation the terms of which expressly provide that it ranks junior to Designated 

Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding 

up of the Corporation. 

(d) "Liquidation Amount" means $1,000 per share of Designated Preferred Stock. 

(e) "Minimum Amount" means $349,517,750. 

(f) "Parity Stock" means any class or series of stock of the Corporation (other than 

Designated Preferred Stock) the terms of which do not expressly provide that such class or 

series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as 

to rights on liquidation, dissolution or winding up of the Corporation (in each case without 

regard to whether dividends accrue cumulatively or non-cumulatively). Without limiting the 

foregoing, Parity Stock shall include the Corporation's 8.50% Series A Non-Cumulative 

Perpetual Convertible Preferred Stock, par value $0.0 I per share. 

(g) "Signing Date" means the Original Issue Date. 

Part 4. Certain Voting Matters. Whether the vote or consent of the holders ofa 

plurality, majority or other portion of the shares of Designated Preferred Stock and any 

Voting Parity Stock has been cast or given on any matter on which the holders of shares of 

Designated Preferred Stock are entitled to vote shall be determined by the Corporation by 

reference to the specified liquidation amount of the shares voted or covered by the consent as 

if the Corporation were liquidated on the record date for such vote or consent, if any, or, in the 

absence of a record date, on the date for such vote or consent. For purposes of determining 

the voting rights of the holders of Designated Preferred Stock under Section 7 of the Standard 

Provisions forming part of these Articles Supplementary, each holder will be entitled to one 

vote for each $1,000 of liquidation preference to which such holder's shares are entitled. 

SECOND: The Designated Preferred Stock has been classified and designated by the 

Board under the authority contained in the Charter. 

THIRD: These Articles Supplementary have been approved by the Board of Directors 

in the manner and by the vote required by law. 

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FOURTH: The undersigned officer of the Corporation acknowledges these Articles 

Supplementary to be the corporate act of the Corporation and, as to all matters or facts 

required to be verified under oath, the undersigned officer acknowledges that, to the best of 

his knowledge, information and belief, these matters and facts are true in all material respects 

and that this statement is made under the penalties of perjury. 

[Remainder of Page Intentionally Left Blank) 

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IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary 

to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its 

Secretary on this _ day of November, 2008. 

ATTEST: 

By: ____________________ ___ 

Name: Richard A. Cheap 

Title: Secretary 

Huntington Bancshares Incorporated 

By: _________ (SEAL) 

Name: Thomas E. Hoaglin 

Title: Chief Executive Officer 

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ANNEX A 

STANDARD PROVISIONS 

Section I. General Matters. Each share of Designated Preferred Stock shall be identical 

in all respects to every other share of Designated Preferred Stock. The Designated Preferred 

Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that 

form a part of these Articles Supplementary. The Designated Preferred Stock shall rank equally 

with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends 

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

Corporation. 

Section 2. Standard Definitions. As used herein with respect to Designated Preferred 

Stock: 

(a) "6Pplicable Dividend Rate" means (i) during the period from the Original Issue 

Date to, but excluding, the first day of the first Dividend Period commencing on or after the fifth 

anniversary of the Original Issue Date, 5% per annum and (ij) from and after the first day of the 

first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 

9% per annum. 

(b) "Appropriate Federal Banking Agency" means the "appropriate Federal banking 

agency" with respect to the Corporation as defined in Section 3(q) of the Federal Deposit 

Insurance Act (12 U.S.C. Section 1813(q», or any successor provision. 

(c) "AJjicles Supplementary" means the Articles Supplementary relating to the 

Designated Preferred Stock, of which these Standard Provisions form a part, as it may be 

amended from time to time, or the terms of the Designated Preferred Stock as set forth in Article 

Fifth of the Charter, upon any restatement of the Charter. 

(d) "Business Combination" means a merger, consolidation, statutory share exchange 

or similar transaction that requires the approval of the Corporation's stockholders. 

(e) "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. 

(f) "Bylaws" means the bylaws of the Corporation, as they may be amended from 

time to time. 

(g) "Charter" means the Corporation's articles of incorporation, as amended and 

supplemented from time to time. 

(h) "Dividend Period" has the meaning set forth in Section 3(a). 

(i) "Dividend Record Date" has the meaning set forth in Section 3(a). 

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(j) "Liguidation Preference" has the meaning set forth in Section 4(a). 

(k) "Original Issue Date" means the date on which shares of Designated Preferred 

Stock are first issued. 

(I) "Preferred Director" has the meaning set forth in Section 7(b). 

(m) "Preferred Stock" means any and all series of serial preferred stock of the 

Corporation, including the Designated Preferred Stock, or other class of preferred stock of the 

Corporation, ifany. 

(n) "Qualified Equity Offering" means the sale and issuance for cash by the 

Corporation to persons other than the Corporation or any of its subsidiaries after the Original 

Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such 

stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at 

the time of issuance under the applicable risk-based capital guidelines of the Corporation's 

Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to 

agreements or arrangements entered into, or pursuant to financing plans which were publicly 

announced, on or prior to October 13, 2008). 

(0) "Share Dilution Amount" has the meaning set forth in Section 3(b). 

(p) "Standard Provisions" mean these Standard Provisions that form a part of the 

Articles Supplementary relating to the Designated Preferred Stock. 

(q) "Successor Preferred Stock" has the meaning set forth in Section 5(a). 

(r) "Voting Parity Stock" means, with regard to any matter as to which the holders of 

Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these 

Standard Provisions that form a part of the Articles Supplementary, any and all series of Parity 

Stock upon which like voting rights have been conferred and are exercisable with respect to such 

matter. 

Section 3. Djvidends. 

(a) Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each 

share of Designated Preferred Stock if, as and when authorized by the Board of Directors or any 

duly authorized committee of the Board of Directors and declared by the Corporation, but only 

out of assets legally available therefor, cumulative cash dividends with respect to each Dividend 

Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the 

Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and 

unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if 

any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall 

compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other 

dividends unless and until the first Dividend Payment Date for such other dividends has passed 

without such other dividends having been paid on such date) and shall be payable quarterly in 

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arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date 

to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend 

Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment 

due on that date will be postponed to the next day that is a Business Day and no additional 

dividends will accrue as a result of that postponement. The period from and including any 

Dividend Payment Date to, but excluding, the next Dividend Payment Date is a "Dividend 

Period", provided that the initial Dividend Period shall be the period from and including the 

Original Issue Date to, but excluding, the next Dividend Payment Date. 

Dividends that are payable on Designated Preferred Stock in respect of any Dividend 

Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. 

The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a 

Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day 

year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. 

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date 

will be payable to holders of record of Designated Preferred Stock as they appear on the stock 

register of the Corporation on the applicable record date, which shall be the 15th calendar day 

immediately preceding such Dividend Payment Date or such other record date fixed by the 

Board of Directors or any duly authorized committee of the Board of Directors that is not more 

than 60 nor less than 10 days prior to such Dividend Payment Date (each, a "Dividend Record 

Date"). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether 

or not such day is a Business Day. 

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether 

payable in cash, securities or other property, other than dividends (if any) declared and payable 

on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of 

the Articles Supplementary). 

(b) Priority of Dividends. So long as any share of Designated Preferred Stock 

remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock 

or any other shares of Junior Stock (other than dividends payable solely in shares of Common 

Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity 

Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, 

purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its 

subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the 

latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, 

dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or 

are contemporaneously declared and paid in full (or have been declared and a sum sufficient for 

the payment thereof has been set aside for the benefit of the holders of shares of Designated 

Preferred Stock on the applicable record date). The foregoing limitation shall not apply to 

(i) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior 

Stock in connection with the administration of any employee benefit plan in the ordinary course 

of business (including purchases to offset the Share Dilution Amount (as defined below) 

pursuant to a publicly announced repurchase plan) and consistent with past practice, provided 

that any purchases to offset the Share Dilution Amount shall in no event exceed the Share 

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Dilution Amount; (ii) purchases or other acquisitions by a broker-dealer subsidiary of the 

Corporation solely for the purpose of market-making, stabilization or customer facilitation 

transactions in Junior Stock or Parity Stock in the ordinary course of its business; (iii) purchases 

by a broker-dealer subsidiary of the Corporation of capital stock of the Corporation for resale 

pursuant to an offering by the Corporation of such capital stock underwritten by such brokerdealer subsidiary; (iv) any dividends or distributions of rights or Junior Stock in connection with 

a stockholders' rights plan or any redemption or repurchase of rights pursuant to any 

stockholders' rights plan; (v) the acquisition by the Corporation or any of its subsidiaries of 

record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other 

persons (other than the Corporation or any of its subsidiaries), including as trustees or 

custodians; and (vi) the exchange or conversion of Junior Stock for or into other Junior Stock or 

of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation 

amount) or Junior Stock, in each case, solely to the extent required pursuant to binding 

contractual agreements entered into prior to the Signing Date or any subsequent agreement for 

the accelerated exercise, settlement or exchange thereof for Common Stock. "Share Dilution 

Amount" means the increase in the number of diluted shares outstanding (detennined in 

accordance with generally accepted accounting principles in the United States, and as measured 

from the date of the Corporation's consolidated financial statements most recently filed with the 

Securities and Exchange Commission prior to the Original Issue Date) resulting from the grant, 

vesting or exercise of equity-based compensation to employees and equitably adjusted for any 

stock split, stock dividend, reverse stock split, reclassification or similar transaction. 

When dividends are not paid (or declared and a sum sufficient for payment thereof set 

aside for the benefit of the holders thereof on the applicable record date) on any Dividend 

Payment Date (or, in the case of Parity Stock having dividend payment dates different from the 

Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to 

such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity 

Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and 

payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend 

payment dates different from the Dividend Payment Dates, on a dividend payment date falling 

within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so 

that the respective amounts of such dividends declared shall bear the same ratio to each other as 

all accrued and unpaid dividends per share on the shares of Designated Preferred Stock 

(including, if applicable as provided in Section 3(a) above, dividends on such amount) and all 

Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having 

dividend payment dates different from the Dividend Payment Dates, on a dividend payment date 

falling within the Dividend Period related to such Dividend Payment Date) (subject to their 

having been authorized by the Board of Directors or a duly authorized committee ofthe Board of 

Directors and declared by the Corporation out of legally available funds and including, in the 

case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to 

each other. If the Board of Directors or a duly authorized committee of the Board of Directors 

detennines not to pay any dividend or a full dividend on a Dividend Payment Date, the 

Corporation will provide written notice to the holders of Designated Preferred Stock prior to 

such Dividend Payment Date. 

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Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or 

other property) as may be determined by the Board of Directors or any duly authorized 

committee of the Board of Directors may be declared and paid on any securities, including 

Common Stock and other Junior Stock, from time to time out of any funds legally available for 

such payment, and holders of Designated Preferred Stock shall not be entitled to participate in 

any such dividends. 

Section 4. Liquidation Rights. 

(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution 

or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of 

Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred 

Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) 

available for distribution to stockholders of the Corporation, subject to the rights of any creditors 

of the Corporation, before any distribution of such assets or proceeds is made to or set aside for 

the holders of Common Stock and any other stock of the Corporation ranking junior to 

Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum 

of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends 

(including, if applicable as provided in Section 3(a) above, dividends on such amount), whether 

or not declared, to the date of payment (such amounts collectively, the "Liquidation 

Preference"). 

(b) Partial Payment. If in any distribution described in Section 4( a) above the assets 

of the Corporation or proceeds thereof are not sufficient to pay in full the amounts payable with 

respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts 

payable with respect of any other stock of the Corporation ranking equally with Designated 

Preferred Stock as to such distribution, holders of Designated Preferred Stock and the holders of 

such other stock shall share ratably in any such distribution in proportion to the full respective 

distributions to which they are entitled. 

(c) Residual Distributions. If the Liquidation Preference has been paid in full to all 

holders of Designated Preferred Stock and the corresponding amounts payable with respect of 

any other stock of the Corporation ranking equally with Designated Preferred Stock as to such 

distribution has been paid in full, the holders of other stock of the Corporation shall be entitled to 

receive all remaining assets of the Corporation (or proceeds thereof) according to their respective 

rights and preferences. 

(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this 

Section 4, the merger or consolidation of the Corporation with any other corporation or other 

entity, including a merger or consolidation in which the holders of Designated Preferred Stock 

receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, 

securities or other property) of all or substantially all of the assets of the Corporation, shall not 

constitute a liquidation, dissolution or winding up of the Corporation. 

Section 5. Redemption. 

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(a) Optional RedlfmQtion. Except as provided below, the Designated Preferred Stock 

may not be redeemed prior to the first Dividend Payment Date falling on or after the third 

anniversary of the Original Issue Date. On or after the first Dividend Payment Date falling on or 

after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the 

approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any 

time and from time to time, out of funds legally available therefor, the shares of Designated 

Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a 

redemption price equal to the sum of 0) the Liquidation Amount per share and (ii) except as 

otherwise provided below, any accrued and unpaid dividends (including, if applicable as 

provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends 

are actually declared) to, but excluding, the date fixed for redemption. 

Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or 

after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the 

approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any 

time and from time to time, the shares of Designated Preferred Stock at the time outstanding, 

upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of 

(i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued 

and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on 

such amount) (regardless of whether any dividends are actually declared) to, but excluding, the 

date fixed for redemption; prOVided that (x) the Corporation (or any successor by Business 

Combination) has received aggregate gross proceeds of not less than the Minimum Amount (plus 

the "Minimum Amount" as defined in the relevant articles supplementary for each other 

outstanding series of preferred stock of such successor that was originally issued to the United 

States Department of the Treasury (the "Successor Preferred Stock") in connection with the 

Troubled Asset Relief Program Capital Purchase Program) from one or more Qualified Equity 

Offerings (including Qualified Equity Offerings of such successor), and (y) the aggregate 

redemption price of the Designated Preferred Stock (and any Successor Preferred Stock) 

redeemed pursuant to this paragraph may not exceed the aggregate net cash proceeds received by 

the Corporation (or any successor by Business Combination) from such Qualified Equity 

Offerings (including Qualified Equity Offerings of such successor). 

The redemption price for any shares of Designated Preferred Stock shall be payable on 

the redemption date to the holder of such shares against surrender of the certificate(s) evidencing 

such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a 

redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall 

not be paid to the holder entitled to receive the redemption price on the redemption date, but 

rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date 

relating to the Dividend Payment Date as provided in Section 3 above. 

(b) No Sinking Fund. The Designated Preferred Stock will not be subject to any 

mandatory redemption, sinking fund or other similar provisions. Holders of Designated 

Preferred Stock will have no right to require redemption or repurchase of any shares of 

Designated Preferred Stock. 

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(c) Notice of Redemption. Notice of every redemption of shares of Designated 

Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of 

record of the shares to be redeemed at their respective last addresses appearing on the books of 

the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the 

date fixed for redemption. Any notice mailed as provided in this Subsection shall be 

conclusively presumed to have been duly given, whether or not the holder receives such notice, 

but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, 

to any holder of shares of Designated Preferred Stock designated for redemption shall not affect 

the validity of the proceedings for the redemption of any other shares of Designated Preferred 

Stock. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in 

book-entry form through The Depository Trust Corporation or any other similar facility, notice 

of redemption may be given to the holders of Designated Preferred Stock at such time and in any 

manner permitted by such facility. Each notice of redemption given to a holder shall state: 

(l) the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed 

and, if less than all the shares held by such holder are to be redeemed, the number of such shares 

to be redeemed from such holder; (3) the redemption price; and (4) the place or places where 

certificates for such shares are to be surrendered for payment of the redemption price. 

(d) Partial Redemption. In case of any redemption of part of the shares of Designated 

Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro 

rata or in such other manner as the Board of Directors or a duly authorized committee thereof 

may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors 

or a duly authorized committee thereof shall have full power and authority to prescribe the terms 

and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to 

time. If fewer than all the shares represented by any certificate are redeemed, a new certificate 

shall be issued representing the unredeemed shares without charge to the holder thereof. 

(e) Effectiveness of Redemption. If notice 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 Corporation, in trust for the pro rata benefit of the holders of the 

shares 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 certificate for any share so called for redemption has not been 

surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on 

all shares so called for redemption, all shares so called for redemption shall no longer be deemed 

outstanding and all rights with respect to such shares shall forthwith on such redemption date 

cease and terminate, except only the right of the holders thereof to receive the amount payable on 

such redemption from such bank or trust company, without interest. Any funds unclaimed at the 

end ofthree years from the redemption date shall, to the extent permitted by law, be released to 

the Corporation, after which time the holders of the shares so called for redemption shall look 

only to the Corporation for payment of the redemption price of such shares. 

(1) Status of Redeemed Shares. Shares of Designated Preferred Stock that are 

redeemed, repurchased or otherwise acquired by the Corporation shall revert to authorized but 

unissued shares of Preferred Stock undesignated as to series (provided that any such cancelled 

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shares of Designated Preferred Stock may be reissued only as shares of any series of Preferred 

Stock other than Designated Preferred Stock). 

Section 6. Conversion. Holders of Designated Preferred Stock shares shall have no right 

to exchange or convert such shares into any other securities. 

Section 7. Voting Rights. 

(a) General. The holders of Designated Preferred Stock shall not have any voting 

rights except as set forth below or as otherwise from time to time required by law. 

(b) Preferred Stock Directors. Whenever, at any time or times, dividends payable on 

the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly 

Dividend Periods or more, whether or not consecutive, the authorized number of directors of the 

Corporation shall automatically be increased by two and the holders of the Designated Preferred 

Stock shall have the right, with holders of shares of anyone or more other classes or series of 

Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors 

(hereinafter the "Preferred Directors" and each a "Preferred Director") to fill such newly created 

directorships at the Corporation's next annual meeting of stockholders (or at a special meeting 

called for that purpose prior to such next annual meeting) and at each subsequent annual meeting 

of stockholders until all accrued and unpaid dividends for all past Dividend Periods, including 

the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, 

dividends on such amount), on all outstanding shares of Designated Preferred Stock have been 

declared and paid in full at which time such right shall terminate with respect to the Designated 

Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event 

of each and every subsequent default of the character above mentioned; provided that it shall be 

a qualification for election for any Preferred Director that the election of such Preferred Director 

shall not cause the Corporation to violate any corporate governance requirements of any 

securities exchange or other trading facility on which securities of the Corporation may then be 

listed or traded that listed or traded companies must have a majority of independent directors. 

Upon any termination of the right of the holders of shares of Designated Preferred Stock and 

Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors 

shall cease to be qualified as directors, the term of office of all Preferred Directors then in office 

shall terminate immediately and the authorized number of directors shall be reduced by the 

number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed 

at any time, with or without cause, and any vacancy created thereby may be filled, only by the 

affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time 

outstanding voting separately as a class together with the holders of shares of Voting Parity 

Stock, to the extent the voting rights of such holders described above are then exercisable. If the 

office of any Preferred Director becomes vacant for any reason other than removal from office as 

aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the 

unexpired term in respect of which such vacancy occurred. 

(c) \;Iass Voting Rights as to Particular Matters. So long as any shares of Designated 

Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required 

by law or by the Charter, the vote or consent of the holders of at least 66 2/3% of the shares of 

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Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or 

by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, 

shall be necessary for effecting or validating: 

(i) Authorization of Senior Stock. Any amendment or alteration of the 

Articles Supplementary for the Designated Preferred Stock or the Charter to authorize or 

create or increase the authorized amount of, or any issuance of, any shares of, or any 

securities convertible into or exchangeable or exercisable for shares of, any class or series 

of capital stock of the Corporation ranking senior to Designated Preferred Stock with 

respect to either or both the payment of dividends andlor the distribution of assets on any 

liquidation, dissolution or winding up of the Corporation; 

(ii) Amendment of Designated Preferred Stock. Any amendment, alteration 

or repeal of any provision of the Articles Supplementary for the Designated Preferred 

Stock or the Charter (including, unless no vote on such merger or consolidation is 

required by Section 7(c)(iii) below, any amendment, alteration or repeal by means ofa 

merger, consolidation or otherwise) so as to adversely affect the rights, preferences, 

privileges or voting powers of the Designated Preferred Stock; or 

(iii) Share Exchanges. Reclassifications, Mergers and Consolidations. Any 

consummation of a binding share exchange or reclassification involving the Designated 

Preferred Stock, or of a merger or consolidation of the Corporation with another 

corporation or other entity, unless in each case (x) the shares of Designated Preferred 

Stock remain outstanding or, in the case of any such merger or consolidation with respect 

to which the Corporation is not the surviving or resulting entity, are converted into or 

exchanged for preference securities of the surviving or resulting entity or its ultimate 

parent, and (y) such shares remaining outstanding or such preference securities, as the 

case may be, have such rights, preferences, privileges and voting powers, and limitations 

and restrictions thereof, taken as a whole, as are not materially less favorable to the 

holders thereof than the rights, preferences, privileges and voting powers, and limitations 

and restrictions thereof, of Designated Preferred Stock immediately prior to such 

consummation, taken as a whole; 

provided, however, that for all purposes of this Section 7(c), any increase in the amount of the 

authorized Preferred Stock, including any increase in the authorized amount of Designated 

Preferred Stock necessary to satisfy preemptive or similar rights granted by the Corporation to 

other persons prior to the Signing Date, or the creation and issuance, or an increase in the 

authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of 

any other series of Preferred Stock, or any securities convertible into or exchangeable or 

exercisable for any other series of Preferred Stock, ranking equally with and/or junior to 

Designated Preferred Stock with respect to the payment of dividends (whether such dividends 

are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or 

winding up of the Corporation will not be deemed to adversely affect the rights, preferences, 

privileges or voting powers, and shall not require the affirmative vote or consent of, the holders 

of outstanding shares of the Designated Preferred Stock. 

A-9 

W:\LEGAUUDRlVES\LGDM799\TARP\CPP Docurnents\F HB! Articles SuppJementary.DOC4 
(d) Changes after Provision for Redemption. No vote or consent ofthe holders of

Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the

time when any such vote or consent would otherwise be required pursuant to such Section, all

outstanding shares ofthe Designated Preferred Stock shall have been redeemed, or shall have

been called for redemption upon proper notice and sufficient funds shall have been deposited in

trust for such redemption, in each case pursuant to Section 5 above.

(e) Procedures for Voting and Consents. The rules and procedures for calling and

conducting any meeting ofthe holders ofDesignated Preferred Stock (including, without

limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies

at such a meeting, the obtaining ofwritten consents and any other aspect or matter with regard to

such a meeting or such consents shall be governed by any rules ofthe Board ofDirectors or any

duly authorized committee ofthe Board of Directors, in its discretion, may adopt from time to

time, which rules and procedures shall confonn to the requirements ofthe Charter, the Bylaws,

and applicable law and the rules of any national securities exchange or other trading facility on

which Designated Preferred Stock is listed or traded at the time.

Section 8. Record Holders. To the fullest extent pennitted by applicable law, the

Corporation and the transfer agent for Designated Preferred Stock may deem and treat the record

holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all

purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to

the contrary.

Section 9. Notices. All notices or communications in respect of Designated Preferred

Stock shall be sufficiently given if given in writing and delivered in person or by first class mail,

postage prepaid, or if given in such other manner as may be pennitted in the Articles

Supplementary, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if

shares ofDesignated Preferred Stock are issued in book·entry fonn through The Depository

Trust Corporation or any similar facility, such notices may be given to the holders of Designated

Preferred Stock in any manner pennitted by such facility.

Section 10. No Preemptive Rights. No share ofDesignated Preferred Stock shall have

any rights of preemption whatsoever as to any securities ofthe Corporation, or any warrants,

rights or options issued or granted with respect thereto, regardless of how such securities, or such

warrants, rights or options, may be designated, issued or granted.

Section 11. Replacement Certificates. The Corporation shall replace any mutilated

certificate at the holder's expense upon surrender ofthat certificate to the Corporation. The

Corporation shall replace certificates that become destroyed, stolen or lost at the holder's

expense upon delivery to the Corporation ofreasonably satisfactory evidence that the certificate

has been destroyed, stolen or lost, together with any indemnity that may be reasonably required

by the Corporation.

Section 12. Other Rights. The shares of Designated Preferred Stock shall not have any

rights, preferences, privileges or voting powers or relative, participating, optional or other special

A-to

W:\LEGAL\UDRJVES\LGDM799\TARP\CPP Docwnents\F HBI Articles Supplementary.DOC4
rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the 

Charter or as provided by applicable law. 

A-II 

W:\LEGAL\UDRIVES\LGDM799\TARP\CPP Documents\F HBl Articles Suppiementary,DOC4 
ANNEXB 

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 my employer for any changes to my 

compensation or benefits that are required to comply with the regulation issued by the 

Department of the Treasury as published in the Federal Register on October 20,2008. 

I acknowledge that this regulation may require modification of the compensation, bonus, 

incentive and other benefit plans, arrangements, policies and agreements (including so-called 

"golden parachute" agreements) that I have with my employer or in which I participate as they 

relate to the period the United States holds any equity or debt securities of my employer acquired 

through the T ARP Capital Purchase Program. 

This waiver includes all claims I may have under the laws of the United States or any state 

related to the requirements imposed by the aforementioned regulation, including without 

limitation a claim for any compensation or other payments I would otherwise receive, any 

challenge to the process by which this regulation was adopted and any tort or constitutional 

claim about the effect of these regulations on my employment relationship. 

095331·0002·I0033.NY02268956511 
ANNEXC 

FORM OF OPINION 

(a) The Company has been duly incorporated and is validly existing as a corporation 

in good standing under the laws of the state of its incorporation. 

(b) The Preferred Shares have been duly and validly authorized, and, when issued and 

delivered pursuant to the Agreement, the Preferred Shares will be duly and validly issued and 

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

rank pari passu with or senior to all other series or classes of Preferred Stock issued on the 

Closing Date with respect to the payment of dividends and the distribution of assets in the event 

of any dissolution, liquidation or winding up of the Company. 

(c) The Warrant has been duly authorized and, when executed and delivered as 

contemplated by the Agreement, will constitute a valid and legally binding obligation of the 

Company enforceable against the Company in accordance with its terms, except as the same may 

be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws 

affecting the enforcement of creditors' rights generally and general equitable principles, 

regardless of whether such enforceability is considered in a proceeding at law or in equity. 

(d) The shares of Common Stock issuable upon exercise of the Warrant have been 

duly authorized and reserved for issuance upon exercise of the Warrant and when so issued in 

accordance with the terms of the Warrant will be validly issued, fully paid and non-assessable 

[insert, if applicable: , subject to the approvals of the Company's stockholders set forth on 

Schedule CJ. 

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

Agreement and the Warrant and [insert, ifapplicable: , subject to the approvals of the 

Company's stockholders set forth on Schedule C,] to carry out its obligations thereunder (which 

includes the issuance of the Preferred Shares, Warrant and Warrant Shares). 

(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 of the Company and its stockholders, and 

no further approval or authorization is required on the part of the Company [insert, if applicable: 

, subject, in each case, to the approvals of the Company's stockholders set forth on Schedule C]. 

(g) The Agreement is a 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 4.S(g) or the severability provisions of 

the Agreement insofar as Section 4.S(g) is concerned. 

095331-0002-1 oo33-NY02,268956S, II 
09533 J "()()()2-1 0033-NY02,2689S6S, 1 ) 

FORM OF WARRANT 

[SEE A IT ACHED] 

ANNEXD 
FORM OF ANNEXD 

WARRANT TO PURCHASE COMMON STOCK 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN 

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

SECURITIES LA WS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR 

OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT 

RELA TING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE 

SECURITIES LA WS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION 

UNDER SUCH ACT OR SUCH LA WS. THIS INSTRUMENT IS ISSUED SUBJECT TO 

THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES 

PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE 

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

ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE 

SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID 

AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID 

AGREEMENT WILL BE VOID. 

WARRANT 

to purcbase 

23,562,994 

Sbares of Common Stock 

of Huntington Bancsbares Incorporated 

Issue Date: November 14,2008 

]. Definitions. Unless the context otherwise requires, when used herein the 

following terms shall have the meanings indicated. 

"Affiliate" has the meaning ascribed to it in the Purchase Agreement. 

"Appraisal Procedure" means a procedure whereby two independent appraisers, one 

chosen by the Company and one by the Original Warrantholder, shall mutually agree upon the 

determinations then the subject of appraisal. Each party shall deliver a notice to the other 

appointing its appraiser within 15 days after the Appraisal Procedure is invoked. Ifwithin 

30 days after appointment of the two appraisers they are unable to agree upon the amount in 

question, a third independent appraiser shall be chosen within 10 days thereafter by the mutual 

consent of such first two appraisers. The decision of the third appraiser so appointed and chosen 

shall be given within 30 days after the selection of such third appraiser. If three appraisers shall 

be appointed and the determination of one appraiser is disparate from the middle determination 

by more than twice the amount by which the other determination is disparate from the middle 

determination, then the determination of such appraiser shall be excluded, the remaining two 

determinations shall be averaged and such average shall be binding and conclusive upon the 

Company and the Original Warrantholder; otherwise, the average of all three determinations 

W/1313322vl 
shall be binding upon the Company and the Original Warrantholder. The costs of conducting 

any Appraisal Procedure shall be borne by the Company. 

"Board of Directors" means the board of directors of the Company, including any duly 

authorized committee thereof. 

"Business Combination" means a merger, consolidation, statutory share exchange or 

similar transaction that requires the approval of the Company's stockholders. 

"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. 

"Capital Stoc/C' means (A) with respect to any Person that is a corporation or company, 

any and all shares, interests, participations or other equivalents (however designated) of capital 

or capital stock of such Person and (B) with respect to any Person that is not a corporation or 

company, any and all partnership or other equity interests of such Person. 

"Charter" means, with respect to any Person, its certificate or articles of incorporation, 

articles of association, or simi lar organizational document. 

"Common Stac/C' has the meaning ascribed to it in the Purchase Agreement. 

"Company" means the Person whose name, corporate or other organizational form and 

jurisdiction of organization is set forth in Item I of Schedule A hereto. 

"conversion" has the meaning set forth in Section 13(B). 

"convertible securities" has the meaning set forth in Section 13(B). 

HCPP" has the meaning ascribed to it in the Purchase Agreement. 

"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. 

"Fair Market Value" means, with respect to any security or other property, the fair 

market value of such security or other property as determined by the Board of Directors, acting 

in good faith or, with respect to Section 14, as determined by the Original Warrantholder acting 

in good faith. For so long as the Original Warrantholder holds this Warrant or any portion 

thereof, it may object in writing to the Board of Director's calculation of fair market value within 

10 days of receipt of written notice thereof. Jfthe Original Warrantholder and the Company are 

unable to agree on fair market value during the lO-day period following the delivery of the 

Original Warrantholder's objection, the Appraisal Procedure may be invoked by either party to 

2 
determine Fair Market Value by delivering written notification thereof not later than the 30th day 

after delivery of the Original Warrantholder's objection. 

"Governmental Entities" has the meaning ascribed to it in the Purchase Agreement. 

"Initial Number" has the meaning set forth in Section 13(B). 

"Issue Date" means the date set forth in Item 3 of Schedule A hereto. 

"Market Price" means, with respect to a particular security, on any given day, the last 

reported sale price regular way or, in case no such reported sale takes place on such day, the 

average of the last closing bid and ask prices regular way, in either case on the principal national 

securities exchange on which the applicable securities are listed or admitted to trading, or ifnot 

listed or admitted to trading on any national securities exchange, the average of the closing bid 

and ask prices as furnished by two members of the Financial Industry Regulatory Authority, Inc. 

selected from time to time by the Company for that purpose. "Market Price" shall be determined 

without reference to after hours or extended hours trading. If such security is not listed and 

traded in a manner that the quotations referred to above are available for the period required 

hereunder, the Market Price per share of Common Stock shall be deemed to be (i) in the event 

that any portion of the Warrant is held by the Original Warrantholder, the fair market value per 

share of such security as determined in good faith by the Original Warrantholder or (ii) in all 

other circumstances, the fair market value per share of such security as determined in good faith 

by the Board of Directors in reliance on an opinion of a nationally recognized independent 

investment banking corporation retained by the Company for this purpose and certified in a 

resolution to the Warrantholder. For the purposes of determining the Market Price of the 

Common Stock on the "trading day" preceding, on or following the occurrence of an event, (i) 

that trading day shall be deemed to commence immediately after the regular scheduled closing 

time of trading on the New York Stock Exchange or, if trading is closed at an earlier time, such 

earlier time and (ii) that trading day shall end at the next regular scheduled closing time, or if 

trading is closed at an earlier time, such earlier time (for the avoidance of doubt, and as an 

example, if the Market Price is to be determined as of the last trading day preceding a specified 

event and the closing time of trading on a particular day is 4:00 p.m. and the specified event 

occurs at 5:00 p.m. on that day, the Market Price would be determined by reference to such 4:00 

p.m. closing price). 

"Ordinary Cash Dividends" means a regular quarterly cash dividend on shares of 

Common Stock out of surplus or net profits legally available therefor (detennined in accordance 

with generally accepted accounting principles in effect from time to time),providedthat 

Ordinary Cash Dividends shall not include any cash dividends paid subsequent to the Issue Date 

to the extent the aggregate per share dividends paid on the outstanding Common Stock in any 

quarter exceed the amount set forth in Item 4 of Schedule A hereto, as adjusted for any stock 

split, stock dividend, reverse stock split, reclassification or similar transaction. 

"Original Warrantholder" means the United States Department of the Treasury. Any 

actions specified to be taken by the Original Warrantholder hereunder may only be taken by such 

Person and not by any other Warrantholder. 

3 
"Permitted Transactions" has the meaning set forth in Section J 3(B). 

"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) of the Exchange Act. 

"Per Share Fair Markel Value" has the meaning set forth in Section 13(C). 

"Preferred Shares" means the perpetual preferred stock issued to the Original 

Warrantholder on the Issue Date pursuant to the Purchase Agreement. 

"Pro Rata Repurchases" means any purchase of shares of Common Stock by the 

Company or any Affiliate thereof pursuant to (A) any tender offer or exchange offer subject to 

Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or 

(8) any other offer available to substantially all holders of Common Stocle, in the case of both 

(A) or (8), whether for cash, shares of Capital Stock of the Company, other securities of the 

Company, evidences of indebtedness of the Company or any other Person or any other property 

(including, without limitation, shares of Capital Stock, other securities or evidences of 

indebtedness of a subsidiary), or any combination thereof, effected while this Warrant is 

outstanding. The "Ejfective Date" of a Pro Rata Repurchase shall mean the date of acceptance of 

shares for purchase or exchange by the Company under any tender or exchange offer which is a 

Pro Rata Repurchase or the date of purchase with respect to any Pro Rata Repurchase that is not 

a tender or exchange offer. 

"Purchase Agreement" means the Securities Purchase Agreement - Standard Terms 

incorporated into the Letter Agreement, dated as of the date set forth in Item 5 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. 

"Qualified Equity Ojferini' has the meaning ascribed to it in the Purchase Agreement. 

"Regulatory Approvals" with respect to the Warrantholder, means, to the extent 

applicable and required to permit the Warrantholder to exercise this Warrant for shares of 

Common Stock and to own such Common Stock without the Warrantholder being in violation of 

applicable law, rule or regulation, the receipt of any necessary approvals and authorizations of, 

filings and registrations with, notifications to, or expiration or termination of any applicable 

waiting period under, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 

and the rules and regulations thereunder. 

"SEC' means the U.S. Securities and Exchange Commission. 

"Securities Act' means the Securities Act of 1933, as amended, or any successor statute, 

and the rules and regulations promulgated thereunder. 

"Shares" has the meaning set forth in Section 2. 

"trading day" means (A) if the shares of Common Stock are not traded on any national or 

regional securities exchange or association or over-the-counter market, a business day or (8) if 

the shares of Common Stock are traded on any national or regional securities exchange or 

4 
association or over-the-counter market, a business day on which such relevant exchange or 

quotation system is scheduled to be open for business and on which the shares of Common Stock 

(i) are not suspended from trading on any national or regional securities exchange or association 

or over-the-counter market for any period or periods aggregating one half hour or longer; and 

(ii) have traded at least once on the national or regional securities exchange or association or 

over-the-counter market that is the primary market for the trading of the shares of Common 

Stock. 

"Us. GAAP" means United States generally accepted accounting principles. 

"Warrantholder" has the meaning set forth in Section 2. 

"Warrant" means this Warrant, issued pursuant to the Purchase Agreement. 

2. Nymber of Shares; 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, up 

to an aggregate ofthe number of fully paid and nonassessable shares of Common Stock set forth 

in Item 6 of Schedule A hereto, at a purchase price per share of Common Stock equal to the 

Exercise Price. The number of shares of Common Stock (the "Shares'') and the Exercise Price 

are subject to adjustment as provided herein, and all references to "Common Stock," "Shares" 

and "Exercise Price" herein shall be deemed to include any such adjustment or series of 

adjustments. 

3. Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by 

applicable laws and regulations, the right to purchase the Shares represented by this Warrant is 

exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the 

execution and delivery of this 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 behalfofthe Warrantholder, at the principal executive office of the 

Company located at the address set forth in Item 7 of 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 of the Exercise Price for the Shares thereby purchased: 

(i) by having the Company withhold, from the shares of Common 

Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of 

Common stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise 

Price as to which this Warrant is so exercised based on the Market Price of the Common Stock 

on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to 

the Company pursuant to this Section 3, or 

(ii) with the consent of both the Company and the Warrantholder, by 

tendering in cash, by certified or cashier's check payable to the order of the Company, or by wire 

transfer of immediately available funds to an account designated by the Company. 

5 
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 business days, a new warrant in substantially identical form for the 

purchase of that number of Shares equal to the difference between the number of Shares subject 

to this Warrant and the number of Shares as to which this Warrant is so exercised. 

Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby 

acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition 

that the Warrantholder will have first received any applicable Regulatory Approvals. 

4. Issuance of Shares; Authorization; Listing. Certificates for Shares issued upon 

exercise of this Warrant will be issued in such name or names as the Warrantholder may 

designate and will be delivered to such named Person or Persons within a reasonable time, not to 

exceed three business days after the date on which this Warrant has been duly exercised in 

accordance with the terms of this Warrant. The Company hereby represents and warrants that 

any Shares issued upon the exercise of this Warrant in accordance with the provisions of Section 

3 will be duly and validly authorized and issued, fully paid and nonassessable and free from all 

taxes, liens and charges (other than liens or charges created by the Warrantholder, income and 

franchise taxes incurred in connection with the exercise of the Warrant or taxes in respect of any 

transfer occurring contemporaneously therewith). The Company agrees that the Shares so issued 

will be deemed to have been issued to the Warrantholder as 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 tenns of this Warrant, notwithstanding that the stock transfer books of the 

Company may then be closed or certificates representing such Shares may not be actually 

delivered on such date. The Company will at all times reserve and keep available, out of its 

authorized but unissued Common Stock, solely for the purpose of providing for the exercise of 

this Warrant, the aggregate number of shares of Common Stock then issuable upon exercise of 

this Warrant at any time. The Company will (A) procure, at its sole expense, the listing of the 

Shares issuable upon exercise of this Warrant at any time, subject to issuance or notice of 

issuance, on all principal stock exchanges on which the Common Stock is then listed or traded 

and (B) maintain such listings of such Shares at all times after issuance. The Company will use 

reasonable best efforts to ensure that the Shares may be issued without violation of any 

applicable law or regulation or of any requirement of any securities exchange on which the 

Shares are listed or traded. 

5. No Fractional Shares or Scrip. No fractional Shares or scrip representing 

fractional Shares shall be issued upon any exercise of this Warrant. In lieu of any fractional 

Share to which the Warrantholder would otherwise be entitled, the Warrantholder shall be 

entitled to receive a cash payment equal to the Market Price of the Common Stock on the last 

trading day preceding the date of exercise less the pro-rated Exercise Price for such fractional 

share. 

6. No Rights as Stockholders: Transfer Books. This Warrant does not entitle the 

Warrantholder to any voting rights or other rights as a stockholder of the Company prior to the 

date of exercise hereof. The Company will at no time close its transfer books against transfer of 

this Warrant in any manner which interferes with the timely exercise of this Warrant. 

6 
7. Charges, Taxes and Expenses. Issuance of certificates for Shares 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 

of such certificates, all of which taxes and expenses shall be paid by the Company. 

8. Transfer/Assignment. 

(A) Subject to compliance with clause (B) of this Section 8, 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 of this Warrant, duly endorsed, to the office or agency 

of the Company described in Section 3. All expenses (other than stock transfer taxes) and other 

charges payable in connection with the preparation, execution and delivery of the new warrants 

pursuant to this Section 8 shall be paid by the Company. 

(B) The transfer of the Warrant and the Shares issued upon exercise of the Warrant 

are subject to the restrictions set forth in Section 4.4 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 

Sections 4.2(a) and 4.2(b) of the Purchase Agreement. 

9. Exchange and Registry of Warrant. This Warrant is exchangeable, upon the 

surrender hereof by the Warrantholder to the Company, for a new warrant or warrants of like 

tenor and representing the right to purchase the same aggregate number of Shares. The 

Company shall maintain a registry showing the name and address 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. 

10. 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 

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

surrender and cancellation ofthis Warrant, the Company shall make and deliver, in lieu of such 

lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the 

right to purchase the same aggregate number of Shares as provided for in such lost, stolen, 

destroyed or mutilated Warrant. 

11. 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. 

12. 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, if the Company is not required to file such reports, it will, upon the request of any 

7 
Warrantholder, make publicly available such infonnation as necessary to pennit 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, ifpennitted by the tenns 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 (8) 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. 

13. Adjustments and Other Rights. The Exercise Price and the number of Shares 

issuable upon exercise of this Warrant shall be subject to adjustment from time to time as 

follows; provided, that if more than one subsection of this Section 13 is applicable to a single 

event, the subsection shall be applied that produces the largest adjustment and no single event 

shall cause an adj ustment under more than one subsection of this Section 13 so as to result in 

duplication: 

(A) Stock Splits, Subdivisions, Reclassifications or Combinations. Ifthe Company 

shall 0) declare and pay a dividend or make a distribution on its Common Stock in shares of 

Common Stock, (ii) subdivide or reclassifY the outstanding shares of Common Stock into a 

greater number of shares, or (iii) combine or reclassifY the outstanding shares of Common Stock 

into a smaller number of shares, the number of Shares issuable upon exercise of this Warrant at 

the time of the record date for such dividend or distribution or the effective date of such 

subdivision, combination or reclassification shall be proportionately adjusted so that the 

Warrantholder after such date shall be entitled to purchase the number of shares of Common 

Stock which such holder would have owned or been entitled to receive in respect of the shares of 

Common Stock subject to this Warrant after such date had this Warrant been exercised 

immediately prior to such date. In such event, the Exercise Price in effect at the time of the 

record date for such dividend or distribution or the effective date of such subdivision, 

combination or reclassification shall be adjusted to the number obtained by dividing (x) the 

product of(1) the number of Shares issuable upon the exercise of this Warrant before such 

adjustment and (2) the Exercise Price in effect immediately prior to the record or effective date, 

as the case may be, for the dividend, distribution, subdivision, combination or reclassification 

giving rise to this adjustment by (y) the new number of Shares issuable upon exercise of the 

Warrant detennined pursuant to the immediately preceding sentence. 

(8) Certain Issuances of Common Shares or Convertible Securities. Until the earlier 

of (i) the date on which the Original Warrantholder no longer holds this Warrant or any portion 

thereof and (ii) the third anniversary of the Issue Date, if the Company shall issue shares of 

Common Stock (or rights or warrants or other securities exercisable or convertible into or 

exchangeable (collectively, a "conversion") for shares of Common Stock) (collectively, 

"convertible securities") (other than in Pennitted Transactions (as defined below) or a 

transaction to which subsection (A) of this Section 13 is applicable) without consideration or at a 

consideration per share (or having a conversion price per share) that is less than 90% of the 

Market Price on the last trading day preceding the date of the agreement on pricing such shares 

(or such convertible securities) then, in such event: 

8 
(A) the number of Shares issuable upon the exercise of this Warrant 

immediately prior to the date of the agreement on pricing of such shares (or of 

such convertible securities) (the "Initial Number'') shall be increased to the 

number obtained by multiplying the Initial Number by a fraction (A) the 

numerator of which shall be the sum of (x) the number of shares of Common 

Stock of the Company outstanding on such date and (y) the number of additional 

shares of Common Stock issued (or into which convertible securities may be 

exercised or convert) and (B) the denominator of which shall be the sum of (1) the 

number of shares of Common Stock outstanding on such date and (II) the number 

of shares of Common Stock which the aggregate consideration receivable by the 

Company for the total number of shares of Common Stock so issued (or into 

which convertible securities may be exercised or convert) would purchase at the 

Market Price on the last trading day preceding the date of the agreement on 

pricing such shares (or such convertible securities); and 

(B) the Exercise Price payable upon exercise of the Warrant shall be adjusted 

by multiplying such Exercise Price in effect immediately prior to the date of the 

agreement on pricing of such shares (or of such convertible securities) by a 

fraction, the numerator of which shall be the number of shares of Common Stock 

issuable upon exercise of this Warrant prior to such date and the denominator of 

which shall be the number of shares of Common Stock issuable upon exercise of 

this Warrant immediately after the adjustment described in clause (A) above. 

For purposes of the foregoing, the aggregate consideration receivable by the Company in 

connection with the issuance of such shares of Common Stock or convertible securities shall be 

deemed to be equal to the sum ofthe net offering price (including the Fair Market Value of any 

non-cash consideration and after deduction of any related expenses payable to third parties) of all 

such securities plus the minimum aggregate amount, if any, payable upon exercise or conversion 

of any such convertible securities into shares of Common Stock; and "Permitted Transactions" 

shall mean issuances (i) as consideration for or to fund the acquisition of businesses and/or 

related assets, (ii) in connection with employee benefit plans and compensation related 

arrangements in the ordinary course and consistent with past practice approved by the Board of 

Directors, (iii) in connection with a public or broadly marketed offering and sale of Common 

Stock or convertible securities for cash conducted by the Company or its affiliates pursuant to 

registration under the Securities Act or Rule 144A thereunder on a basis consistent with capital 

raising transactions by comparable financial institutions and (iv) in connection with the exercise 

of preemptive rights on terms existing as of the Issue Date. Any adjustment made pursuant to 

this Section J 3(B) shall become effective immediately upon the date of such issuance. 

(C) Other Distributions. In case the Company shall fix a record date for the making 

of a distribution to all holders of shares of its Common Stock of securities, evidences of 

indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of 

its Common Stock and other dividends or distributions referred to in Section 13(A», in each 

such case, the Exercise Price in effect prior to such record date shall be reduced immediately 

thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to 

the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading 

day preceding the first date on which the Common Stock trades regular way on the principal 

9 
national securities exchange on which the Common Stock is listed or admitted to trading without 

the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of 

the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect 

of one share of Common Stock (such amount and/or Fair Market Value, the "Per Share Fair 

Market Value") divided by (y) such Market Price on such date specified in clause (x); such 

adjustment shall be made successively whenever such a record date is fixed. In such event, the 

number of Shares issuable upon the exercise of this Warrant shall be increased to the number 

obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of 

this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the 

distribution giving rise to this adjustment by (y) the new Exercise Price determined in 

accordance with the immediately preceding sentence. In the case of adjustment for a cash 

dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair 

Market Value would be reduced by the per share amount of the portion of the cash dividend that 

would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, 

the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect 

shall be readjusted, effective as of the date when the Board of Directors determines not to 

distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may 

be, to the Exercise Price that would then be in effect and the number of Shares that would then 

be issuable upon exercise of this Warrant if such record date had not been fixed. 

(D) Certain Repurchases of Common Stock. In case the Company effects a Pro Rata 

Repurchase of Common Stock, then the Exercise Price shall be reduced to the price determined 

by mUltiplying the Exercise Price in effect immediately prior to the Effective Date of such Pro 

Rata Repurchase by a fraction of which the numerator shall be (i) the product of (x) the number 

of shares of Common Stock outstanding immediately before such Pro Rata Repurchase and 

(y) the Market Price of a share of Common Stock on the trading day immediately preceding the 

first public announcement by the Company or any of its Affiliates of the intent to effect such Pro 

Rata Repurchase, minus (ii) the aggregate purchase price of the Pro Rata Repurchase, and of 

which the denominator shall be the product of (i) the number of shares of Common Stock 

outstanding immediately prior to such Pro Rata Repurchase minus the number of shares of 

Common Stock so repurchased and (ii) the Market Price per share of Common Stock on the 

trading day immediately preceding the frrst public announcement by the Company or any of its 

Affiliates of the intent to effect such Pro Rata Repurchase. In such event, the number of shares 

of Common Stock issuable upon the exercise of this Warrant shall be increased to the number 

obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of 

this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the 

Pro Rata Repurchase giving rise to this adjustment by (y) the new Exercise Price determined in 

accordance with the immediately preceding sentence. For the avoidance of doubt, no increase to 

the Exercise Price or decrease in the number of Shares issuable upon exercise of this Warrant 

shall be made pursuant to this Section 13(0). 

(E) Business Combinations. In case of any Business Combination or reclassification 

of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A», 

the Warrantholder's right to receive Shares upon exercise of this Warrant shall be converted into 

the right to exercise this Warrant to acquire the number of shares of stock or other securities or 

property (including cash) which the Common Stock issuable (at the time of such Business 

Combination or reclassification) upon exercise of this Warrant immediately prior to such 

10 
Business Combination or reclassification would have been entitled to receive upon 

consummation of such Business Combination or reclassification; and in any such case, if 

necessary, the provisions set forth herein with respect to the rights and interests thereafter of the 

Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably 

be, to the Warrantholder's right to exercise this Warrant in exchange for any shares of stock or 

other securities or property pursuant to this paragraph. In determining the kind and amount of 

stock, securities or the property receivable upon exercise of this Warrant following the 

consummation of such Business Combination, if the holders of Common Stock have the right to 

elect the kind or amount of consideration receivable upon consummation of such Business 

Combination, then the consideration that the Warrantholder shall be entitled to receive upon 

exercise shall be deemed to be the types and amounts of consideration received by the majority 

of all holders of the shares of common stock that affirmatively make an election (or of all such 

holders ifnone make an election). 

(F) Rounding of Calculations: Minimum Adjustments. All calculations under this 

Section 13 shall be made to the nearest one-tenth (111 Oth) of a cent or to the nearest onehundredth (Ill OOth) of a share, as the case may be. Any provision of this Section 13 to the 

contrary notwithstanding, no adjustment in the Exercise Price or the number of Shares into 

which this Warrant is exercisable shall be made if the amount of such adjustment would be less 

than $0.01 or one-tenth (1I10th) ofa share of Common Stock, but any such amount shall be 

carried forward and an adjustment with respect thereto shall be made at the time of and together 

with any subsequent adjustment which, together with such amount and any other amount or 

amounts so carried forward, shall aggregate $0.01 or lIIOth ofa share of Common Stock, or 

more. 

(0) Timing of Issuance of Additional Common Stock Upon Certain Adjustments. In 

any case in which the provisions of this Section 13 shall require that an adjustment shall become 

effective immediately after a record date for an event, the Company may defer until the 

occurrence of such event (i) issuing to the Warrantholder of this Warrant exercised after such 

record date and before the occurrence of such event the additional shares of Common Stock 

issuable upon such exercise by reason of the adjustment required by such event over and above 

the shares of Common Stock issuable upon such exercise before giving effect to such adjustment 

and (ii) paying to such Warrantholder any amount of cash in lieu of a fractional share of 

Common Stock; provided, however, that the Company upon request shall deliver to such 

Warrantholder a due bill or other appropriate instrument evidencing such Warrantholder's right 

to receive such additional shares, and such cash, upon the occurrence of the event requiring such 

adjustment. 

(H) Completion of Qualified Equity Offering. In the event the Company (or any 

successor by Business Combination) completes one or more Qualified Equity Offerings on or 

prior to December 31,2009 that result in the Company (or any such successor) receiving 

aggregate gross proceeds of not less than 100% of the aggregate liquidation preference of the 

Preferred Shares (and any preferred stock issued by any such successor to the Original 

Warrantholder under the CPP), the number of shares of Common Stock underlying the portion of 

this Warrant then held by the Original Warrantholder shall be thereafter reduced by a number of 

shares of Common Stock equal to the product of (i) 0.5 and (ii) the number of shares underlying 

11 
the Warrant on the Issue Date (adjusted to take into account all other theretofore made 

adjustments pursuant to this Section 13). 

(I) Other Events. For so long as the Original Warrantholder holds this Warrant or 

any portion thereof, if any event occurs as to which the provisions of this Section 13 are not 

strictly applicable or, if strictly applicable, would not, in the good faith judgment of the Board of 

Directors of the Company, fairly and adequately protect the purchase rights of the Warrants in 

accordance with the essential intent and principles of such provisions, 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 such purchase rights as aforesaid. The Exercise Price or the 

number of Shares into which this Warrant is exercisable shall not be adjusted in the event of a 

change in the par value of the Common Stock or a change in the jurisdiction of incorporation of 

the Company. 

(1) Statement Regarding Adjustments. Whenever the Exercise Price or the number of 

Shares into which this Warrant is exercisable shall be adjusted as provided in Section] 3, 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 number of Shares into which this Warrant shall be exercisable after such adjustment, and 

the Company shall also cause a copy of such statement to be sent by mail, first class postage 

prepaid, to each Warrantholder at the address appearing in the Company's records. 

(K) Notice of Adjustment Event. In the event that the Company shall propose to take 

any action of the type described in this Section 13 (but only if the action of the type described in 

this Section 13 would result in an adjustment in the Exercise Price or the number of Shares into 

which this Warrant is exercisable or a change in the type of securities or property to be delivered 

upon exercise of this Warrant), the Company shall give notice to the Warrantholder, in the 

manner set forth in Section J 3(1), which notice shall specifY the record date, if any, with respect 

to any such action and the approximate date on which such action is to take place. Such notice 

shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the 

effect on the Exercise Price and the number, kind or class of shares or other securities or property 

which shall be deliverable upon exercise of this Warrant. In the case of any action which would 

require the fixing of a record date, such notice shall be given at least 10 days prior to the date so 

fixed, and in case of all other action, such notice shall be given at least 15 days prior to the taking 

of such proposed action. Failure to give such notice, or any defect therein, shall not affect the 

legality or validity of any such action. 

(L) Proceedings Prior to Any Action Reqyiring Adjustment. As a condition precedent 

to the taking of any action which would require an adjustment pursuant to this Section J 3, the 

Company shall take any action which may be necessary, including obtaining regulatory, New 

York Stock Exchange, NASDAQ Stock Market or other applicable national securities exchange 

or stockholder approvals or exemptions, in order that the Company may thereafter validly and 

legally issue as fully paid and nonassessable all shares of Common Stock that the Warrantholder 

is entitled to receive upon exercise of this Warrant pursuant to this Section 13. 

]2 
(M) Adjustment Rules. Any adjustments pursuant to this Section 13 shall be made 

successively whenever an event referred to herein shall occur. If an adjustment in Exercise Price 

made hereunder would reduce the Exercise Price to an amount below par value of the Common 

Stock, then such adjustment in Exercise Price made hereunder shall reduce the Exercise Price to 

the par value of the Common Stock. 

14. Exchange. At any time following the date on which the shares of Common Stock 

of the Company are no longer listed or admitted to trading on a national securities exchange 

(other than in connection with any Business Combination), the Original Warrantholder may 

cause the Company to exchange all or a portion of this Warrant for an economic interest (to be 

determined by the Original Warrantholder after consultation with the Company) of the Company 

classified as permanent equity under U.S. GAAP having a value equal to the Fair Market Value 

of the portion of the Warrant so exchanged. The Original Warrantholder shall calculate any Fair 

Market Value required to be calculated pursuant to this Section 14, which shall not be subject to 

the Appraisal Procedure. 

15. 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 

any of the terms to be observed or performed hereunder by the Company, but will at all times in 

good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such 

action as may be necessary or appropriate in order to protect the rights of the Warrantholder. 

16. Governing Law. This Warrant will be governed by and construed in 

accordance witb tbe federal law of the United States if and to tbe extent such law is 

applicable, and otberwise in accordance with tbe laws ofthe State of New York applicable 

to contracts made and to be performed entirely within sucb State. Each of tbe Company 

and tbe Warrantbolder agrees (a) to submit to the exclusive jurisdiction and venue of the 

United States District Cou rt for tbe District of Colum bia for any civil action, suit or 

proceeding arising out of or relating to tbis Warrant or tbe transactions contemplated 

bereby, and (b) tbat notice may be served upon the Company at tbe address in Section 20 

below and upon tbe Warrantbolder at tbe address for the Warrantbolder set fortb in tbe 

registry maintained by tbe Company pursuant to Section 9 bereof. To tbe extent permitted 

by applicable law, eacb oftbe Company and tbe Warrantbolder bereby unconditionally 

waives trial by jury in any civil legal action or proceeding relating to the Warrant or tbe 

transactions contemplated bereby or tbereby. 

17. Binding Effect. This Warrant shall be binding upon any successors or assigns of 

the Company. 

18. 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. 

19. Prohibited Actions. The Company agrees that it will not take any action which 

would entitle the Warrantholder to an adjustment of the Exercise Price if the total number of 

shares of Common Stock issuable after such action upon exercise of this Warrant, together with 

13 
all shares of Common Stock then outstanding and all shares of Common Stock then issuable 

upon the exercise of all outstanding options, warrants, conversion and other rights, would exceed 

the total number of shares of Common Stock then authorized by its Charter. 

20. 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 8 of Schedule A 

hereto, or pursuant to such other instructions as may be designated in writing by the party to 

receive such notice. 

21. 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 o/page intentionally left blank] 

14 
(Form of Notice of Exercise] 

Date: ___ _ 

TO: Huntington Bancshares Incorporated 

RE: Election to Purchase Common Stock 

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby 

agrees to subscribe for and purchase the number of shares of the Common Stock set forth below 

covered by such Warrant. The undersigned, in accordance with Section 3 of the Warrant, hereby 

agrees to pay the aggregate Exercise Price for such shares of Common Stock in the manner set 

forth below. A new warrant evidencing the remaining shares of Common Stock covered by such 

Warrant, but not yet subscribed for and purchased, if any, should be issued in the name set forth 

below. 

Number of Shares of Common Stock __________ _ 

Method of Payment of Exercise Price (note if cashless exercise pursuant to Section 3(i) ofthe 

Warrant or cash exercise pursuant to Section 3(ii) of the Warrant, with consent of the Company 

and the Warrantholder) 

Aggregate Exercise Price: 

Holder: __________ _ 

By: 

Name: ______________ __ 

Title: 

15 
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by 

a duly authorized officer. 

Dated: November 14,2008 

COMP ANY: HUNTINGTON BANCSHARES 

INCORPORATED 

By: 

Name: Thomas E. Hoaglin 

Title: Chief Executive Officer 

Attest: 

By: 

Name: Richard A. Cheap 

Title: Secretary 

[Signature Page to Warrant] 

16 
Item 1 

Name: Huntington Bancshares Incorporated 

Corporate or other organizational form: Corporation 

Jurisdiction of organization: Maryland 

Item 2 

Exercise Price: J $8.90 per share 

Item 3 

Issue Date: November 14,2008 

Item 4 

Amount of last dividend declared prior to the Issue Date: $0.1325 per share 

Item 5 

SCHEDULE A 

Date of Letter Agreement between the Company and the United States Department of the 

Treasury: November 14,2008 

Item 6 

Number of shares of Common Stock: 23,562,994 

Item 7 

Company's address: Huntington Bancshares Incorporated 

Huntington Center 

41 South High Street 

Columbus, Ohio 43287 

Item 8 

Notice information: Huntington Bancshares Incorporated 

Huntington Center 

4] South High Street 

Columbus, Ohio 43287 

Attention: Richard A. Cheap, General Counsel & Secretary 

Initial exercise price to be calculated based on the average of closing prices of the Common Stock on the 

20 trading days ending on the last trading day prior to the date the Company's application for participation in 

the Capital Purchase Program was approved by the United States Department of the Treasury.