within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the
“Code”)) that is sponsored, maintained or contributed to by the Company or any member of its
Controlled Group and for which the Company or any member of its Controlled Group would
have any liability, whether actual or contingent (each, a “Plan”) has been maintained in
compliance with its terms and with the requirements of all applicable statutes, rules and
regulations, including ERISA and the Code; (ii) with respect to each Plan subject to Title IV of
ERISA (including, for purposes of this clause (ii), any plan subject to Title 1V of ERISA that the
Company or any member of its Controlled Group previously maintained or contributed to in the
six years prior to the Signing Date), (1) no “reportable event” (within the meaning of
Section 4043(c) of ERISA), other than a reportable event for which the notice period referred to
in Section 4043(c) of ERISA has been waived, has occurred in the three years prior to the
Signing Date or is reasonably expected to occur, (2) no “accumulated funding deficiency”
(within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not
waived, has occurred in the three years prior to the Signing Date or is reasonably expected to
occur, (3) the fair market value of the assets under each Plan exceeds the present value of all
benefits accrued under such Plan (determined based on the assumptions used to fund such Plan)
and (4) neither the Company nor any member of its Controlled Group has incurred in the six
years prior to the Signing Date, or reasonably expects to incur, any liability under Title IV of
ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty
Corporation 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
(iii) each Plan that is intended to be qualified under Section 401(a) of the Code has received a
favorable determination letter from the Internal Revenue Service with respect to its qualified
status that has not been revoked, or such a determination letter has been timely applied for but
not received by the Signing Date, and nothing has occurred, whether by action or by failure to
act, which could reasonably be expected to cause the loss, revocation or denial of such qualified
status or favorable determination letter.

Section 3.13 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 (together with any schedules and attached thereto) required to be filed through the
Signing Date, subject to permitted extensions, and have paid all Taxes due thereon, (ii) all such
Tax returns (together with any schedules and attached thereto) are true, complete and correct in
all material respects and were prepared in compliance with all applicable laws, and (iii) no Tax
deficiency has been determined adversely to the Company or any of the Company Subsidiaries,
nor does the Company have any knowledge of any Tax deficiencies.

Section 3.14 Properties and Leases. Except as would not, individually or in
the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company
and the Company Subsidiaries have good and marketable title to all real properties and all other
properties and assets owned by them, in each case free from liens (including, without limitation,
liens for Taxes), 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

13124377.3 -10- UST Sequence No. 354


day except Saturday, Sunday and any day on which banking institutions in the State of New
York or the District of Columbia generally are authorized or required by law or other
governmental actions to close.

Section 6.9 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 merger, consolidation, statutory share exchange or similar
transaction that requires the approval of the Company’s stockholders 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, (b) an assignment of certain rights as
provided in Sections 4.1(c) or 4.1(j) or Annex E, or (c) an assignment by the Investor of this
Agreement to an Affiliate of the Investor; provided that if the Investor assigns this Agreement to
an Affiliate, the Investor shall be relieved of its obligations under this Agreement but (i) all
rights, remedies and obligations of the Investor hereunder shall continue and be enforceable by
such Affiliate, (ii) the Company’s obligations and liabilities hereunder shall continue to be
outstanding, and (iii) all references to the Investor herein shall be deemed to be references to
such Affiliate.

Section 6.10 Severability. If any provision of this Agreement, 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.

Section 6.11 No Third-Party Beneficiaries. Other than as expressly provided
herein, nothing contained in this Agreement, expressed or implied, is intended to confer upon
any person or entity other than the Company and the Investor (and any Indemnitee) any benefit,
right or remedies.

Section 6.12 Entire Agreement, ete. (a) This Agreement (including the
Annexes and Schedules hereto) constitutes the entire agreement, and supersedes all other prior
agreements, understandings, representations and warranties, both written and oral, between the
parties, with respect to the subject matter hereof.

(b) For the avoidance of doubt, for so long as the Investor holds any
outstanding CPP Preferred Stock or warrants issued by the Company to the Investor pursuant to
the CPP Securities Purchase Agreement or any securities issuable upon the exercise thereof or
exchanged therefor (collectively, the “CPP Securities”), the CPP Securities Purchase Agreement
and the CPP Securities shall remain in full force and effect, other than as specifically modified
herein.

131243773 -31- UST Sequence No. 354


PARTIES HERETO HEREBY UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
CIVIL LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE
EXCHANGE CONTEMPLATED HEREBY.

Section 6.6 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 hereunder shall be delivered as set forth below
or pursuant to such other instructions as may be designated in writing by the party to receive
such notice.

If to the Company as set forth in Schedule A.

If to the Investor:

United States Department of the Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

Attention: Chief Counsel, Office of Financial Stability
Facsimile: (202) 927-9225

E-mail: CDCINotice@do.treas.gov

with a copy to:
E-mail: OFSChiefCounselNotices@do.treas.gov

Section 6.7 Definitions, Interpretation.

(a) Definitions.

(i) When a reference is made in this Agreement to a subsidiary of a person,
the term “subsidiary” means any corporation, partnership, joint venture, limited liability
company or other entity (x) of which such person or a subsidiary 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.

(ii) 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, “control” (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.

13124377.3 -27- UST Sequence No. 354


ANNEX B

FORM OF NEW CERTIFICATE OF DETERMINATION

[SEE ATTACHED}

Annex B


writing to such changes), as may be necessary, during the period in which any obligation
of the Company arising from financial assistance under the Troubled Asset Relief
Program remains outstanding (such period, as it may be further described in the
Compensation Regulations, the “Relevant Period”), in order to comply with Section 111
of EESA or the Compensation Regulations 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(c)(vi)(A) has been satisfied, in
substantially the form attached hereto as Annex A;

(vii) the Company shall have delivered to the Investor, a written waiver from
each of the Company’s Senior Executive Officers and any other employee of the
Company required to have delivered a waiver to Investor pursuant to Section 1.2(d)(v) of
the CPP Securities Purchase Agreement (each, a “CPP Waiver”) and, to the extent that
any Senior Executive Officer or any other employee of the Company or its Affiliates that
are subject to Section 111 of EESA did not deliver a CPP Waiver, the Company shali
cause each such Senior Executive Officer or other employee to have delivered to the
Investor a written waiver in the form attached hereto as Annex D releasing the Investor
and the Company from any claims that such Senior Executive Officer or other employee
may otherwise have as a result of the modification of, or the agreement of the Company
hereunder to modify, the terms of any Benefit Plans with respect to its Senior Executive
Officers or other employees to eliminate any provisions of such Benefit Plans that would
not be in compliance with the requirements of Section 111 of EESA as implemented by
the Compensation Regulations;

(viii) 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 form attached hereto as Annex C;

(ix) 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
CDCI Preferred Shares to the Investor or its designee(s);

(x) the Company and the Company Subsidiaries shall have taken all necessary
action to ensure that the Company and the Company Subsidiaries and their executive
officers, respectively, are in compliance with (i) all guidelines put forth by the Investor
with respect to transparency, reporting and monitoring, and (ii) the provisions of EESA
and any federal law respecting EESA, including the Employ American Workers Act
(Section 1611 of Division A, Title XVI of the American Recovery and Reinvestment Act
of 2009), Public Law No. 111-5, effective as of February 17, 2009, and all rules,
regulations and guidance issued thereunder;

(xi) the Company shall have delivered to the Investor, a copy of the Disclosure
Schedule on or prior to the date of the Letter Agreement (the “Signing Date”) and, to the
extent that any information set forth on the Disclosure Schedule needs to be updated or
supplemented to make it true, complete and correct as of the Closing Date, (i) the
Company shall have delivered to the Investor an update to the Disclosure Schedule (the
“Disclosure Update”), setting forth any information necessary to make the Disclosure

13124377.3 -4- UST Sequence No. 354


SCHEDULE F

REGULATORY AGREEMENTS

List any exceptions to the representation and warranty in Section 3.17 of the Exchange
Agreement — Standard Terms.

“Tf none, please so indicate by checking the box: Bl.

13410048.4 Schedule F


(c) Furnish to the Holders and any underwriters such number of copies of the
applicable registration statement and each such amendment and supplement thereto (including in
each case all exhibits) and of a prospectus, including a preliminary prospectus, in conformity
with the requirements of the Securities Act, 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.

(d) Use its reasonable best efforts to register and qualify the securities covered
by such registration statement under such other securities or Blue Sky laws of such jurisdictions
as shall be reasonably requested by the Holders or any managing underwriter(s), to keep such
registration or qualification in effect for so long as such registration statement remains in effect,
and to take any other action which may be reasonably necessary to enable such seller to
consummate the disposition in such jurisdictions of the securities owned by such Holder;
provided that the Company shail 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.

(e) Notify each Holder of Registrable Securities at any time when a
prospectus relating thereto is required to be delivered under the Securities Act of the happening
of any event as a result of which the applicable prospectus, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the circumstances then
existing.

(f) Give written notice to the Holders:

(i) when any registration statement filed pursuant to Section 4.1(j) of
the Agreement 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;

(ii) of any request by the SEC for amendments or supplements to any
registration statement or the prospectus included therein or for additional information;

(iii) 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;

(iv) of the receipt by the Company or its fegal counsel of any
notification with respect to the suspension of the qualification of the applicable
Registrable Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose;

(v) 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

ANNEX E- 5


or (ii) such underwritten offering includes all of the outstanding Registrable Securities held by
such Holder. The fead underwriters in any such distribution shall be selected by the Holders of a
majority of the Registrable Securities to be distributed.

(c} 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 1.2 of this Annex E: (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.

(d) 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 1.2(a) of this Annex E 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 regisiration (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 1.2(d) prior to the effectiveness of
such registration, whether or not Investor or any other Holders have elected to include
Registrable Securities in such registration.

(e) If the registration referred to in Section 1.2(d) of this Annex E is proposed
to be underwritten, the Company will so advise Investor and all other Holders asa part of the
written notice given pursuant to Section 1.2(d) of this Annex E. In such event, the right of
Investor and all other Holders to registration pursuant to Section 1.2 of this Annex E 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

ANNEX E -3


amendment or supplement thereto), in reliance upon and in conformity with information
regarding such Indemnitee or its plan of distribution or ownership interests which was furnished
in writing to the Company by such Indemnitee for use in connection with such registration
statement, including any such preliminary prospectus or final prospectus contained therein or any
such amendments or supplements thereto, or (B) offers or sales effected by or on behalf of such
Indemnitee “by means of” (as defined in Rule 159A) a “free writing prospectus” (as defined in
Rule 405) that was not authorized in writing by the Company.

(b) If the indemnification provided for in Section 1.8(a) of this
Annex E 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
rejative fauit of the indemnitee, on the one hand, and the Company, on the other hand, in
connection with the statements or omissions which resulted in such losses, claims, damages,
actions, liabilities, costs or expenses as well as any other relevant equitable considerations. The
relative fault of the Company, on the one hand, and of the 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 1.8(b) of this Annex E 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 1.8(a) of this Annex E. 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 if the Company was not guilty of such
fraudulent misrepresentation.

1.9  Assignment_of Registration Rights. The rights of the Investor to
registration of Registrable Securities pursuant to Section 1.2 of this Annex E may be assigned by
the Investor to any transferee or assignee of Registrable Securities; 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.

1.10 Clear Market. With respect to any underwritten offering of Registrable
Securities by the Investor or other Holders pursuant to this Annex E, the Company agrees not to
effect (other than pursuant to such registration or pursuant to a Special Registration) any public
sale or distribution, or to file any Shelf Registration Statement (other than such registration or a
Special Registration) covering any preferred stock of the Company or any securities convertible
into or exchangeable or exercisable for preferred stock of the Company, 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.

ANNEX E-9


IN WITNESS WHEREOEF, this Officer’s Certificate has been duly executed and
delivered as of the {__] day of [ , 20[__].

[COMPANY]

By:

Name:
Title:

ANNEX F-3


ANNEX E

REGISTRATION RIGHTS

ia. Definitions. Terms not defined in this Annex shall have the meaning
ascribed to such terms in the Agreement. As used in this Annex E, the following terms shall have
the following respective meanings:

(a) “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 1.9 hereof.

(b) Holders’ Counsel” means one counsel for the selling Holders chosen by
Holders holding a majority interest in the Registrable Securities being registered.

(c) “Pending Underwritten Offering” means, with respect to any Holder
forfeiting its rights pursuant to Section 1.11 of this Annex E, any underwritten offering of
Registrable Securities in which such Holder has advised the Company of its intent to register its
Registrable Securities either pursuant to Section 1.2(b) or 1.2(d) of this Annex E prior to the date
of such Holder’s forfeiture.

(d) “Register,” “registered,” and “registration” shall refer to a registration
effected by preparing and (A) filing a registration statement or amendment thereto in compliance
with the Securities Act and applicable rules and regulations thereunder, and the declaration or
ordering of effectiveness of such registration statement or amendment thereto or (B) filing a

prospectus and/or prospectus supplement in respect of an appropriate effective registration
statement on Form S-3.

(e) “Registrable Securities” means (A) all CDCI Preferred Shares and (B) any
equity securities issued or issuable directly or indirectly with respect to the securities referred to
in the foregoing clause (A) by way of conversion, exercise or exchange thereof, 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) they shall have
ceased to be outstanding or (3) they have been sold in any 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 any one time.

( “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
Annex E, 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

ANNEX E-1


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 4.1(c) 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 (x) prohibited by applicable law or regulation, or
(y) that such disclosure would reasonably be expected to cause a violation of any
agreement to which the Company or any Company Subsidiary is a party or would cause a
risk 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 (i)
apply). -

(ii) From the Signing Date until the date on which all of the CDCI Preferred
Shares have been redeemed in whole, the Company will deliver, or will cause to be
delivered, to the Investor:

(A) as soon as available after the end of each fiscal year of the
Company, and in any event within 90 days thereafter, a consolidated balance
sheet of the Company as of the end of such fiscal year, and consolidated
statements of income, retained earnings and cash flows of the Company for such
year, in each case prepared in accordance with GAAP and setting forth in each
case in comparative form the figures for the previous tiscal year of the Company,
and which shall be audited to the extent audited financial statements are available:

(B) as soon as available after the end of the first, second and third
quarterly periods in each fiscal year of the Company, a copy of any quarterly
reports provided to other stockholders of the Company or Company management
by the Company;

(C) as soon as available after the Company receives any assessment of
the Company’s internal controls, a copy of such assessment:

(D) annually on a date specitied by the Investor, a completed survey, in
a form specified by the Investor, providing, among other things, a description of
how the Company has utilized the funds the Company received in connection
with the sale of the CPP Preferred Shares and the effects of such funds on the
operations and status of the Company;

(E) as soon as such items become effective, any amendments to the
Charter, bylaws or other organizational documents of the Company; and

(F) at the same time as such items are sent to any stockholders of the
Company, copies of any information or documents sent by the Company to its
stockholders.

(iii) The Investor will use reasonable best efforts to hold, and will use
reasonable best efforts to cause its agents, consultants, contractors and advisors and

131243773 -14- UST Sequence No. 354


Section 6.13 Specific Performance. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms. It is accordingly agreed that the parties shall be entitled
(without the necessity of posting a bond) to specific performance of the terms hereof, this being
in addition to any other remedies to which they are entitled at law or equity.

(Remainder of Page Intentionally Left Blank)

131243773 -32- UST Sequence No, 354


SCHEDULE E
COMPLIANCE WITH LAWS

List any exceptions to the representation and warranty in the second sentence of Section 3.11 of
the Exchange Agreement— Standard Terms.

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

List any exceptions to the representation and warranty in the last sentence of Section 3.11 of the
Exchange Agreement — Standard Terms.

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

13110048.4 Schedule E UST Sequence No. 354


EXHIBIT A
(CDFI Bank/Thrifts
Senior Preferred Stock)

EXCHANGE AGREEMENT

STANDARD TERMS

SEPTEMBER 29, 2010

13124377.3 UST Sequence No. 354


Company pursuant to the terms of this Agreement, including, without limitation, any documents
required to be delivered pursuant to Section 5.4 above, or which are reasonably requested by the
Investor in connection therewith; (ii) execute and deliver to the Investor such documents,
instruments, certificates, assignments and other writings, and do such other acts necessary or
desirable, to evidence, preserve and/or protect the CDCI Preferred Shares purchased by the
Investor, as Investor may reasonably require; and (iii) do and execute all and such further lawful
and reasonable acts, conveyances and assurances for the better and more effective carrying out of

the intents and purposes of this Agreement, as the Investor shall reasonably require from time to
time.

ARTICLE VI
MISCELLANEOUS

Section 6.1 Termination. This Agreement shall terminate upon the earliest to
occur of:

(a) termination at any time prior to the Closing:

6) by either the Investor or the Company if the Closing shall not have
occurred by the 30th calendar day following the Signing Date; provided, however, that in
the event the Closing has not occurred by such 30th calendar day, the parties will consult
in good faith to determine whether to extend the term of this Agreement, it being
understood that the parties shall be required to consult only until the fifth calendar day
after such 30th calendar day and not be under any obligation to extend the term of this
Agreement thereafter; provided, further, that the right to terminate this Agreement under
this Section 6.1(a)(i) shall not be available to any party whose breach of any
representation or warranty or failure to perform any obligation under this Agreement
shall have caused or resulted in the failure of the Closing to occur on or prior to such
date: or

(ii) 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

(iii) by the mutual written consent of the Investor and the Company; or

(b) the date on which all of the CDCI Preferred Shares have been redeemed in
whole; or

(c) the date on which the Investor has transferred all of the CDCI Preferred
Shares to third parties which are not Affiliates of the Investor; or

(d) if the Closing shall not have occurred by September 30, 2010, on such
date.

13124377.3 -25- UST Sequence No. 354


enforceable leases with no exceptions that would interfere with the use made or to be made
thereof by them.

Section 3.15 Environmental Liability. Except as would not, individually or in
the aggregate, reasonably be expected to have a Company Material Adverse Effect:

(a) 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;

(b) to the Company’s knowledge, there is no reasonable basis for any such
proceeding, claim or action; and

(c) neither the Company nor any Company Subsidiary is subject to any
agreement, order, judgment or decree by or with any court, Governmental Entity or third party
imposing any such environmental liability.

Section 3.16 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, individually or in the aggregate, reasonably be expected to have a
Company Material Adverse Effect.

Section 3.17 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 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

13124377.3 -ll- UST Sequence No. 354


Entity is not an agency of the United States of America, or any State or political
subdivision thereof, as described in 12 C.F.R. 1805.201(b)(6) and within the meaning of
any supplemental regulations or interpretations of 12 C.F.R. 1805.201(b)(6) or such
supplemental regulations published by the Fund and (F) that the Company remains in
compliance with the covenants set forth in Section 4.1(f) and Section 4.1(1) and
(2) within five (5) business days of receipt, copies of any notices, correspondence or
other written communication between each Certified Entity and the Fund, including any
form that such Certified Entity is required to provide to the Fund due to the occurrence
of a “Material Event” within the meaning of the Fund’s CDFI Certification
Procedures.

(iii) - The Company shall immediately notify the Investor- upon the
occurrence of any breach of any of the covenants set forth in Section 4.1(d).

(e) Executive Compensation.

(i) Benefit Plans. During the Relevant Period, the Company shall take all
necessary action to ensure that the Benefit Plans of the Company and its Affiliates
comply in all respects with, and shall take all other actions necessary to comply with,
Section 111 of EESA, as implemented by the Compensation Regulations, and neither the
Company nor any of its Affiliates shall adopt any new Benefit Plan (x) that does not
comply therewith, or (y) that does not expressly state and require that such Benefit Plan
and any compensation thereunder shall be subject to any relevant Compensation
Regulations adopted, issued or released on or after the date any such Benefit Plan is
adopted. To the extent that EESA and/or the Compensation Regulations are amended or
otherwise change during the Relevant Period in a manner that requires changes to then-
existing Benefit Plans, or that requires other actions, the Company and its Affiliates shall
effect such changes to its or their Benefit Plans, and take such other actions, as promptly
as practicable after it has actual knowledge of such amendments or changes in order to be
in compliance with this Section 4.1(e) (and shall be deemed to be in compliance for a
reasonable period to effect such changes). In addition, the Company and its Affiliates
shall take all necessary action, other than to the extent prohibited by applicable law or
regulation applicable outside of the United States, to ensure that the consummation of the
transactions contemplated by this Agreement will not accelerate the vesting, payment or
distribution of any equity-based awards, deferred cash awards or any nonqualified
deferred compensation payable by the Company or any of its Affiliates.

(ii) Additional Waivers. After the Closing Date, in connection with the hiring
or promotion of a Section 4.1(e) Employee and/or the promulgation of applicable
Compensation Regulations or otherwise, to the extent any Section 4.1(e) Employee shall
not have executed a waiver in a form satisfactory to the Investor with respect to the
application to such Section 4.1(e) Employee of the Compensation Regulations, the
Company shall use its best efforts to (x) obtain from such Section 4.1(e) Employee a
waiver in substantially the form attached hereto as Annex D, and (y) deliver such waiver
to the Investor as promptly as possible, in each case within sixty days of such
Section 4.1(e) Employee becoming subject to the requirements of this Section.
“Section 4.1(e) Employee” means (A) each Senior Executive Officer, and (B) any other

13124377.3 -17- UST Sequence No. 364


Section 3.22 CPP Preferred Stock. The Company has (i) not breached any
representation, warranty or covenant set forth in the CPP Securities Purchase Agreement or any
of the other documents governing the CPP Preferred Stock, and (ii) paid to Investor all unpaid
dividends and/or interest due on the CPP Preferred Stock for the fiscal quarter prior to the
Closing Date plus the accrued and unpaid dividends and/or interest due on the CPP Preferred
Stock as of the Closing Date for the fiscal quarter in which the Closing shall occur.

ARTICLE IV

COVENANTS

Section 4.1 Affirmative Covenants, The Company hereby covenants and
agrees with Investor that:

(a) Commercially Reasonable Efforts. 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 Exchange
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) Certain Notifications Until Closing. From the Signing Date until the
Closing, the Company shall promptly notify the Investor of (i) any fact, event or circumstance of
which it is aware and which would reasonably be expected to cause any representation or
warranty of the Company contained in this Agreement to be untrue or inaccurate in any material
respect or to cause any covenant or agreement of the Company contained in this Agreement not
to be complied with or satisfied in any material respect, and (ii) except as Previously Disclosed,
any fact, circumstance, event, change, occurrence, condition or development of which the
Company is aware and which, individually or in the aggregate, has had or would reasonably be
expected to have a Company Material Adverse Effect; provided, however, that delivery of any
notice pursuant to this Section 4.1(b) shall not limit or affect any rights of or remedies available
to the Investor.

(c) Access, Information and Confidentiality.

(0) From the Signing Date until the date when the Investor owns an amount of
CDCI Preferred Shares having an aggregate liquidation value of less than 10% of the
aggregate liquidation value of the CDCI Preferred Shares as of the Closing Date, the
Company will permit the Investor and its agents, consultants, contractors and advisors
(A) acting through the Appropriate Federal Banking Agency, or otherwise to the extent
necessary to evaluate, manage, or transfer its investment in the Company, to examine the
corporate books, Tax returns (including all schedules and attached thereto) and other
information reasonably requested by Investor relating to Taxes 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 (B) to

131243773, -13- UST Sequence No. 354


In the event of termination of this Agreement as provided in this Section 6.1, 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.

Section 6.2 Survival. (a) This Agreement and all representations, warranties,
covenants and agreements made herein shall survive the Closing without limitation.

(b) The covenants set forth in Article IV and Annex E and the agreements set
forth in Article V shall, to the extent such covenants do not explicitly terminate at such time as
the Investor no longer owns any CDCI Preferred Shares, survive the termination of this
Agreement pursuant to Section 6.1(c) hereof without limitation until the date on which all of the
CDCI Preferred Shares have been redeemed in whole.

Section 6.3 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 of the Company and the Investor; provided that for so long as the CDCI
Preferred Shares are outstanding, the Investor may at any time and from time to time unilaterally
amend Section 4.1(d) to the extent the Investor deems necessary, in its sole discretion, to comply
with, or conform to, any changes after the Signing Date in any federal statutes, any rules and
regulations promulgated thereunder and any other publications or interpretative releases of the
Fund governing CDFis, including, without limitation, any changes in the criteria for certification
as a CDFI by the Fund. 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.

Section 6.4 Waiver of Conditions. The conditions to each party’s obligation
to consummate the Exchange 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 writing signed by a duly authorized officer of the waiving party that makes
express reference to the provision or provisions subject to such waiver.

Section 6.5 Governing Law; Submission _to Jurisdiction, ete. This
Agreement and any claim, controversy or dispute arising under or related to this Agreement, the
relationship of the parties, and/or the interpretation and enforcement of the rights and duties of
the parties shall be enforced, governed, and construed in all respects (whether in contract or in
tort) 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 Exchange contemplated
hereby, 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 6.6, and (ii) the Investor at the address and in the
manner set forth for notices to the Company in Section 6.6, but otherwise in accordance with
federal law. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE

131243773 -26- UST Sequence No. 354


“Company Subsidiaries”) under any of the terms, conditions or provisions of (i) 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
(B), for those occurrences that, individually or in the aggregate, have not had and would not
reasonably be expected to have a Company Material Adverse Effect.

(c) Other than the filing of the New Certificate of Determination with the
Secretary of State of its jurisdiction of organization or other applicable Governmental Entity,
such filings and approvals as are required to be made or obtained under any state “blue sky” laws
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
Exchange 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.

Section 3.5 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 consummation of the transactions
contemplated hereby, 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.

Section 3.6 No Company Material Adverse Effect. Since the CPP 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, except as disclosed on Schedule C.

Section 3.7 Company Financial Statements. The Company Financial
Statements present fairly in all material respects the consolidated financial position of the
Company and its consolidated subsidiaries as of the dates indicated therein and the consolidated
results of their operations for the periods specified therein; and except as stated therein, such
financial statements (i) were prepared in conformity with GAAP applied on a consistent basis
(except as may be noted therein), and (ii) have been prepared from, and are in accordance with,
the books and records of the Company and the Company Subsidiaries.

Section 3.8 | 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

13124377.3 -8- UST Sequence No. 354


ANNEX F
OFFICER’S CERTIFICATE

OF

[COMPANY]

In connection with that certain letter agreement, dated [ , 2010
(the “Agreement’) by and between [COMPANY] (the “Company”) and the United States
Department of the Treasury (“Investor”) which incorporates that certain Exchange Agreement —
Standard Terms referred to therein (the “Standard Terms”), the undersigned does hereby certify
as follows:

1. Tam a duly elected/appointed [ ] of the Company.

2. Each Certified Entity (as defined in the Standard Terms) (A) is certified by
the Community Development Financial Institution Fund (the “Fund”) of the United States
Department of the Treasury as a regulated community development financial institution (a
“CDFI”); (B) together with its Affiliates collectively meets the eligibility requirements of 12
C.F.R. 1805.200(b); (C) has a primary mission of promoting community development, as may be
determined by Investor from time to time, based on criteria set forth in 12 C.F.R. 1805.201(b)(1);
(D) provides Financial Products, Development Services, and/or other similar financing as a
predominant business activity in arm’s-length transactions; (E) serves a Target Market by
serving one or more Investment Areas and/or Targeted Populations in the manner set forth in 12
C.E.R. 1805.201(b)(3); (F) provides Development Services in conjunction with its Financial
Products, directly, through an Affiliate or through a contract with a third-party provider; (G)
maintains accountability to residents of the applicable Investment Area(s) or Targeted
Population(s) through representation on its governing Board of Directors or otherwise; and (H)
remains a non-governmental entity which is not an agency or instrumentality of the United States
of America, or any State or political subdivision thereof, as described in 12 C.F.R.
1805.201(b)(6) and within the meaning of any supplemental regulations or interpretations of 12
C.F.R. 1805.201(b)(6) or such supplemental regulations published by the Fund. As used herein,
the terms “Affiliates”; “Financial Products”, “Development Services”; “Target Market”;
“Investment Areas”; and “Targeted Populations” have the meanings ascribed to such terms in 12
C.F.R. 1805.104.

3. The information set forth in the CDFI Certification Application delivered
to the Investor pursuant to Section 1.2(c)(xii) of the Standard Terms (the “CDFI Application”),
as modified by any updates to the CDFI Application provided on [Jnsert Date(s)| by the
Company to the Investor on or prior to the date hereof, with respect to the covenants set forth in
Section 4.1(d)(i)(B) and. Section 4.1(d)(i)(D) of the Standard Terms remains true, correct and
complete as of the date hereof.

ANNEX F-L


Financial Products

Fund

Governmental Entities
Holder

Indemnitee

Information

Investment Area
Investor

Junior Stock

Letter Agreement

MHA

New Certificate of Determination
Parity Stock

Plan

Previously Disclosed
Proprietary Rights
Regulatory Agreement
Relevant Period

Savings and Loan Holding Company
Schedules

SEC

Section 4.1(e) Employee
Securities Act

Senior Executive Officers
Share Dilution Amount
Signing Date

subsidiary

Target Market

Targeted Populations
Tax

Transfer

131243773

Section 4.1(d)(i)
Section 1.2(c)(xii)
Section 1.2(c)
Section 5.4
Section 5.4(b)
Section 4.1(c)(iii)
Section 4.1(d)(i)
Recitals

Section 6.7(a)(xii)
Recitals

Section 4.1(i)
Section 1.2(c)(iv)
Section 6.7(a)(xiii)
Section 3.12
Section 6.7(a)(xiv)
Section 3.19
Section 3.17
Section 1.2(c)(vi)
Section 6.7(a)(xv)
Recitals

Section 3.9
Section 4.1(e)(ii)
Section 3.1(a)
Section 6.7(a)(xvi)
Section 6.7(a)(xvii)
Section 1.2(c)(xi)
Section 6.7(a)(i)
Section 4.1(d)(i)
Section 4.1(d)(i)
Section 6.7(xviii)
Section 5.3

“Ve UST Sequence No. 354


Section 5.3. Transfer of CDCI Preferred Shares. 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 CDCI Preferred 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 CDCI Preferred Shares, including without limitation, as set forth in Section 5.4,
provided that the Investor shall not Transfer any CDCI Preferred Shares if such transfer would
require the Company to be subject to the periodic reporting requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Company was not already
subject to such requirements. In furtherance of the foregoing, the Company shall provide
reasonable cooperation to facilitate any Transfers of the CDCI Preferred Shares, including, as is
reasonable under the circumstances, by furnishing such information concerning the Company
and its business as a proposed transferee may reasonably request and making management of the
Company reasonably available to respond to questions of a proposed transferee in accordance
with customary practice, subject in all cases to the proposed transferee agreeing to a customary
confidentiality agreement.

Section 5.4 Rule 144; Rule 144A; 4(1%) Transactions. (a) At all times after
the Signing Date, the Company covenants that (1) it will, upon the request of the Investor or

any subsequent holders of the CDCI Preferred Shares (“Holders”), use its reasonable best
efforts to (x), to the extent any Holder is relying on Rule 144 under the Securities Act to sell any
of the CDCI Preferred Shares, make “current public information” available, as provided in
Section (c)(1) of Rule 144 (if the Company is a “Reporting Issuer” within the meaning of
Rule 144) or in Section (c)(2) of Rule 144 (if the Company is a “Non-Reporting Issuer”
within the meaning of Rule 144), in either case for such time period as necessary to permit
sales pursuant to Rule 144, (y), to the extent any Holder is relying on the so-called
“Section 4(1%)” exemption to sell any of its CDCI Preferred Shares, prepare and provide to such
Holder such information, including the preparation of private offering memoranda or circulars or
financial information, as the Holder may reasonably request to enable the sale of the CDCI
Preferred Shares pursuant to such exemption, or (z) to the extent any Holder is relying on Rule
144A under the Securities Act to sell any of its CDCI Preferred Shares, prepare and provide to
such Holder the information required pursuant to Rule 144A(d)(4), and (2) it will take such
further action as any Holder may reasonably request from time to time to enable such Holder to
sell CDCI Preferred Shares without registration under the Securities Act within the limitations of
the exemptions provided by (i) the provisions of the Securities Act or any interpretations thereof
or related thereto by the SEC, including transactions based on the so-called “Section.4(1'4)” and
other similar transactions, (ii) Rule 144 or 144A under the Securities Act, as such rules may be
amended from time to time, or (iii) any similar rule or regulation hereafter adopted by the SEC;
provided that the Company shall not be required to take any action described in this
Section 5.4(a) that would cause the Company to become subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act if the Company was not subject to such requirements
prior to taking such action. Upon the request of any Holder, the Company will deliver to such
Holder a written statement as to whether it has complied with such requirements and, if not, the
specifics thereof.

(b) The Company agrees to indemnify Investor, Investor’s officers, directors,

employees, agents, representatives and Affiliates, and each person, if any, that controls Investor
within the meaning of the Securities Act (each, an “Indemnitee”), against any and all losses,

13124377.3 -23- UST Sequence No. 354


SCHEDULE B

CAPITALIZAT

Capitalization Date: August 31, 2010
Common Stock

Par value: None

Total Authorized: 20,000,000 (10,000,000 Series A Voting and 10,000,000 Series B
Nonvoting) .

Outstanding: 4,128,432 (Series A — 4,071,588; Series B — 56,844)

Subject to warrants, options, convertible securities, etc.: 0 [does not include 611,120
shares of Series A common stock for which options have been granted under the
Company’s stock option, of which options for 130,457 shares have been exercised]

Reserved for benefit plans and other issuances: 1,221,476 Series A [including 611,120
shares for which options have been granted under the Company’s stock option plan,
of which options for 130,457 shares have been exercised]

Remaining authorized but unissued: 14,780,549 [net of 1,221,476 Series A shares
reserved for issuance upon the exercise of options granted or to be granted under the
Company’s stock option plan]

Shares issued after Capitalization Date (other than pursuant to warrants, options,
convertible securities, etc. as set forth above): None

Preferred Stock
Par value: None
Total Authorized: 10,000,000
Outstanding (by series): 1,747 shares of Fixed Rate Non-Cumulative Perpetual Preferred
Stock, Series A, to be exchanged on even date herewith pursuant to that certain Letter
Agreement incorporating the Exchange Agreement — Standard Terms dated of even date
herewith.

Reserved for issuance: None

Remaining authorized but unissued: 10,000,000

13110048.4 Schedule B - 1 UST Sequence No. 354


SCHEDULE C

MATERIAL ADVERSE EFFECT

List any exceptions to the representation and warranty in Section 3.6 of the Exchange Agreement
— Standard Terms.

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

13110048.4 Schedule C UST Sequence No. 354


SCHEDULE D

LITIGATION

List any exceptions to the representation and warranty in Section 3.10 of the Exchange
Agreement — Standard Terms.

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

13110048.4 Schedule D UST Sequence No. 354


and every covenant, agreement and condition of this Agreement to be performed and
observed by the Company.

(ii) Without the prior written consent of the Investor, until such time as the
investor shall cease to own any debt or equity securities of the Company acquired
pursuant to this Agreement or the CPP Securities Purchase Agreement (including, for the
avoidance of doubt, the CPP Preferred Shares or the CDCI Preferred Shares), the
Company shall not permit any of its “significant subsidiaries” (as such term is defined in
Rule 12b-2 promulgated under the Exchange Act) to (i)engage in any merger,
consolidation, statutory share exchange or similar transaction following the
consummation of which such significant subsidiary is not wholly-owned by the
Company, (ii) dissolve or sell all-or substantially all of its assets or property other than in
connection with an internal reorganization or consolidation involving wholly-owned
subsidiaries of the Company, or (iii) issue or sell any shares of its capital stock or any
securities convertible or exercisable for any such shares, other than issuances or sales in
connection with an internal reorganization or consolidation involving wholly-owned
subsidiaries of the Company.

(b) Restriction on Dividends and Repurchases.

(0) The Company covenants and agrees that it shall not violate any of the
restrictions on dividends, distributions, redemptions, repurchases, acquisitions and related
actions set forth in the New Certificate of Determination, which are incorporated by
reference herein as if set forth in full.

(ii) During the period beginning on the eighth anniversary of the Closing and
ending on the date on which the Investor no longer owns any of the CDCI Preferred
Shares, neither the Company nor any Company Subsidiary shall, without the consent of
the Investor, (A) declare or pay any dividend or make any distribution on capital stock or
other equity securities of any kind of the Company or any Company Subsidiary; or
(B) redeem, purchase or acquire any shares of Common Stock or other capital stock or
other equity securities of any kind of the Company or any Company Subsidiary, or any
trust preferred securities issued by the Company or any Affiliate of the Company, other
than (1) redemptions, purchases or other acquisitions of the CDCI Preferred Shares,
(2) regular dividends on shares of preferred stock in accordance with the terms thereof
and which are permitted under the terms of the CDCI Preferred Shares, or (3) dividends
or distributions by any wholly-owned Company Subsidiary.

(c) Related Party Transactions. Until such time as the Investor ceases to own
any debt or equity securities of the Company, including the CDCI Preferred Shares, the
Company and the Company Subsidiaries shall not enter into transactions with Affiliates or
related persons (within the meaning of Item 404 under the SEC’s Regulation S-K) unless
(A) such transactions are on terms no less favorable to the Company and the Company
Subsidiaries than could be obtained from an unaffiliated third party, and (B) have been approved
by the audit committee of the Board of Directors or comparable body of independent directors of
the Company, or if there are no independent directors, the Board of Directors, provided that the

13124377.3 -20- UST Sequence No, 354


Section 4.1
Section 4.2

Section 5.1
Section 5.2
Section 5.3
Section 5.4
Section 5.5
Section 5.6

Section 6.1
Section 6.2
Section 6.3
Section 6.4
Section 6.5
Section 6.6
Section 6.7
Section 6.8
Section 6.9
Section 6.10
Section 6.11
Section 6.12
Section 6.13

131243773

ARTICLE IV

COVENANTS
Affirmative Covenant .........ccccsecsseesesssesseeseesessen eerste LD
Negative Covemants 0.0... cecececscsesesscseeseneseeneararsesscacsenersaneeneneneseaecieeceesesneananes 19
ARTICLE V
ADDITIONAL AGREEMENTS

Purchase for Investment.
Legends «0...
Transfer of CDCI Preferred Shares
Rule 144; Rule 144A; 4(1/4) Transactions
Depositary Shares .........ccsee
Expenses and Further Assurance:

ARTICLE VI
MISCELLANEOUS

Termination... cecceccecessecsvesesseesessesnssneessessseesuensssserseressesenaseasssnsseeeeseeseeeseeaees 25
Survival
Amendment
Waiver of Conditions.
Governing Law; Submission to Jurisdiction, ete
NOticeS ..sseesecseeereereseesees

Definitions, Interpretation.

Interpretation
Assignment .3
Severability 31

No Third-Party Beneficiarie:
Entire Agreement, ete ..........
Specific Performance

-ii- UST Sequence No. 354


TABLE OF CONTENTS

Page
ARTICLE I

THE CLOSING; THE EXCHANGE OF CDCI PREFERRED STOCK FOR

Section 1.1
Section 1.2

Section 2.1
Section 2.2

Section 3.1
Section 3.2
Section 3.3

Section 3.4
Section 3.5
Section 3.6
Section 3.7
Section 3.8
Section 3.9
Section 3.10
Section 3.11
Section 3.12
Section 3.13
Section 3.14
Section 3.15
Section 3.16
Section 3.17
Section 3.18
Section 3.19
Section 3.20
Section 3.21
Section 3.22

131243773

CPP PREFERRED STOCK.

The CDCI Preferred Stock. ..
The Closing. os.
. ARTICLE II
EXCHANGE
Exchange, -...cccscccseeceseseeseteeseseenssesceeseseseecesessesseeesneneecsnsecensessnescaesaneseepeneeseneneeey 5
Exchange Documentation. .........ccecsecsesessesssecssecseseenectsceseensnesseseeseneateneacsesteneeteresd)
ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Existence and Power. ....
CDCI Preferred Shares.
Community Development Financi:

Ownership. ....cecsceseeeseseees
Authorization and Enforceability.
Anti-Takeover Provisions and Rights Plan.
No Company Material Adverse Effect.
Company Financial Statements.
No Undisclosed Liabilities.
Offering of Securities. ......
Litigation and Other Proceedings.
Compliance with Laws.
Employee Benefit Matters.
TAXOS. oeesesseteeeeseeee
Properties and Leases.
Environmental Liability. .........
Risk Management Instruments.
Agreements with Regulatory Agencies.
Insurance.
Intellectual Property
Brokers and Finders
Disclosure Schedule
CPP Preferred Stock ..

-i- UST Sequence No. 354


with GAAP, except for (i) liabilities that have arisen since the last fiscal year end in the ordinary
and usual course of business and consistent with past practice, and (ii) liabilities that,
individually or in the aggregate, have not had and would not reasonably be expected to have a
Company Material Adverse Effect.

Section 3.9 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 the CDCI Preferred Shares under the Securities Act and the rules and regulations of
the Securities and Exchange Commission (the “SEC”) promulgated thereunder), which might
subject the issuance or acquisition of the CDCI Preferred Shares to the Investor pursuant to this
Agreement to the registration requirements of the-Securities Act.

Section 3.10 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.

Section 3.11 Compliance with Laws. Except as would not, individually or in
the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company
and the Company Subsidiaries have all permits, licenses, franchises, authorizations, orders and
approvals of, and have made all filings, applications and registrations with, Governmental
Entities that are required in order to permit them to own or lease their properties and assets and
to carry on their business as presently conducted and that are material to the business of the
Company or such Company Subsidiary. Except as set forth on Schedule E, the Company and the
Company Subsidiaries have complied in all respects and are not in default or violation of, and
none of them is, to the knowledge of the Company, under investigation with respect to or, to the
knowledge of the Company, have been threatened to be charged with or given notice of any
violation of, any applicable domestic (federal, state or local) or foreign law, statute, ordinance,
license, rule, regulation, policy or guideline, order, demand, writ, injunction, decree or judgment
of any Governmental Entity, other than such noncompliance, defaults or violations that would
not, individually or in the aggregate, reasonably be expected to have a Company Material
Adverse Effect. Except for statutory or regulatory restrictions of general application or as set
forth on Schedule E, no Governmental 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.

Section 3.12 Employee Benefit Matters. Except as would not reasonably be
expected to have, either individually or in the aggregate, a Company Material Adverse Effect:
(i) each “employee benefit plan” (within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)) providing benefits to any
current or former employee, officer or director of the Company or any member of its “Controlled
Group” (defined as any organization which is a member of a controlled group of corporations

13124377.3 -9- UST Sequence No. 354


Defined Terms

Affiliate

Agreement

Appropriate Federal Banking Agency
Bank Holding Company
Bankruptcy Exceptions
Benefit Plans

Board of Directors
Business Combination
Capitalization Date

CDCI

CDCI Preferred Shares
CDCI Preferred Stock
CDFI

CDFI Application

CDFI Application Update
Certified Entity

Charter

Closing

Closing Date

Code

Common Stock

Company

Company Financial Statements
Company Material Adverse Effect
Company Subsidiaries
Compensation Regulations
Controlled Group

CPP

CPP Preferred Shares

CPP Preferred Stock

CPP Securities

CPP Securities Purchase Agreement
CPP Signing Date

CPP Waiver

Designated Matters
Development Services
Disclosure Schedule
Disclosure Update

EAWA

EESA

ERISA

Exchange

Exchange Act

Federal Reserve

131243773

Section 6.7(a)(ii)
Recitals

Section 6.7(a)(iii)
Section 6.7(a)(iv)
Section 3.4(a)
Section 1.2(c)(vi)
Section 3.5
Section 6.7(a)(v)
Section 3.1(b)
Recitals

Recitals

Recitals

Section 3.3
Section 1.2(c)(xii)
Section 1.2(c)(xii)
Section 6.7 (a)(vi)
Section 1.2(c)(iv)
Section 1,2(a)
Section 1.2(a)
Section 3.12
Section 3.1(b)
Recitals

Section 6.7(a)(vii)
Section 6.7(a)(viii)
Section 3.4(b)
Section 1.2(c)(vi)
Section 3.12
Recitals

Recitals

Recitals

Section 6.12(b)
Recitals

Recitals

Section 1.2(c)(vii)
Section 6.7(a)(ix)
Section 4.1(d)(i)
Section 6.7(a)(x)
Section 1.2(c)(xi)
Section.6.7(a)(xi)
Section 1.2(c)(vi)
Section 3.12
Recitals

Section 5.3
Section 6.7(a)(iv)

UST Sequence No. 354


United States executive branch officials and employees, to hold, in confidence all non-
public 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 (A) previously known by
such party on a non-confidential basis, (B) in the public domain through no fault of such
party, or (C) 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.
The Investor understands that the Information may contain commercially sensitive
confidential information entitled to an Exception from a Freedom of Information Act
request.

(iv) The Investor’s information rights pursuant to Section 4.1(c)(ii)(A), (B),
(C), (E) and (F) and the Investor’s right to receive certifications from the Company
pursuant to Section 4.1(d)(ii) may be assigned by the Investor to a transferee or assignee
of the CDCI Preferred Shares with a liquidation preference of no less than an amount
equal to 2% of the initial aggregate liquidation preference of the CDCI Preferred Shares.

(v) From the Signing Date until the date when the Investor no longer
owns any CDCI Preferred Shares, the Company shall permit, and shail cause each of the
Company’s Subsidiaries to permit (A) the Investor and its agents, consultants, contractors
and advisors, (B) the Special {nspector General of the Troubled Asset Relief Program,
and (C) the Comptroller General of the United States access to personnel and any
books, papers, records or other data, in each case, to the extent relevant to
ascertaining compliance with the financing terms and conditions; provided that prior to
disclosing any information pursuant to clause (B) or (C), the Special Inspector General
of the Troubled Asset Relief Program and the Comptroller General of the United
States shall have agreed, with respect to documents obtained under this Agreement
in furtherance of its function, to follow applicable law and regulation (and the
applicable customary policies and procedures) regarding the dissemination of
confidential materials, including redacting confidential information from the public
version of its reports and soliciting the input from the Company as to information that
should be afforded confidentiality, as appropriate.

(vi) Nothing in this Section shall be construed to limit the authority that the
Special Inspector General of the Troubled Asset Relief Program, the Comptroller General
of the United States or any other applicable regulatory authority has under law.

(d) CDFI Requirements.

(i) From the Signing Date until the date on which all of the CDCI Preferred
Shares have been redeemed in whole, each Certified Entity shall (A) be certified by the
Fund as a CDFI; (B) together with its Affiliates collectively meet the eligibility
requirements of 12 C.F.R. 1805.200(b); (C) have a primary mission of promoting
community development, as may be determined by Investor from time to time, based on

13124377.3 -1iS- UST Sequence No. 354


(CDFI Bank/Thrifts
Senior Preferred Stock)

UNITED STATES DEPARTMENT OF THE TREASURY
1500 PENNSYLVANIA AVENUE, NW
WASHINGTON, D.C. 20220

September 29, 2010

Dear Ladies and Gentlemen:

The company set forth on the signature page hereto (the “Company”) intends to issue the
number of shares of a series of its preferred stock set forth on Schedule A hereto (the “CDCI
Preferred Shares”) to the United States Department of the Treasury (the “/nvestor”) in exchange
for the number of shares of preferred stock previously acquired by the Investor pursuant to the
Company’s participation in the Troubled Asset Relief Program Capital Purchase Program set
forth on Schedule A (the “CPP Preferred Shares’).

The purpose of this letter agreement is to confirm the terms and conditions of the
exchange. Except to the extent supplemented or superseded by the terms set forth herein or in
the Schedules hereto, the provisions contained in the Exchange Agreement — Standard Terms
attached hereto as Exhibit A (the “Exchange Agreement”) are incorporated by reference herein.
Terms that are defined in the Exchange Agreement are used in this letter agreement as so
defined. In the event of any inconsistency between this letter agreement and the Exchange
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 CDCI Preferred Shares and the exchange of
the “Preferred Shares” for the CPP Preferred Shares pursuant to this letter agreement and the
Exchange Agreement on the terms specified on Schedule A hereto.

This letter agreement (including the Schedules hereto), the Exchange Agreement
(including the Annexes thereto) and the Disclosure Schedules (as defined in the Exchange
Agreement) constitute the entire agreement, and supersede all other prior agreements,
understandings, representations and warranties, both written and oral, between the partics, with
respect to the subject matter hereof. This letter agreement constitutes the “Letter Agreement”
referred to in the Exchange 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.

* ROK

13110048.4 UST Sequence No. 354


instrument, obligation, purchase or sales order, or other commitment, whether oral or written, to
which it is a party or by which it or any of its properties is bound or (iv) do not conflict with,
breach or result in a violation of, or default under any judgment, decree or order known to us that
is applicable to the Company and, pursuant to any applicable laws, is issued by any
Governmental Entity having jurisdiction over the Company.

(h) Other than the filing of the New Certificate of Determination with the
Secretary of State of its jurisdiction of organization or other applicable Governmental Entity,
such filings and approvals as are required to be made or obtained under any state “blue sky” laws
and such consents and approvals that 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 Exchange.

(i) The Company is not nor, after giving effect to the issuance of the CDCI
Preferred Shares pursuant to the Agreement, would be on the date hereof an “investment
company” or an entity “controlled” by an “investment company,” as such terms are defined in
the Investment Company Act of 1940, as amended.

(j) Each Certified Entity (A) is a regulated community development financial
institution (a “CDFI”) currently certified by the Community Development Financial Institution
Fund (the “Fund”) of the United States Department of the Treasury pursuant to 12 C.F.R.
1805.201(a) and (B) satisfies all of the eligibility requirements of the Fund’s Community
Development Financial Institutions Program for a CDFI.

Annex C -2


specifying additional terms of the Exchange. This Exchange 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 Exchange 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

THE CLOSING; THE EXCHANGE OF CDCI PREFERRED STOCK FOR. cep
PREFERRED STOCK

Section 1.1 The CDCI Preferred Stock. The CDCI Preferred Shares are
being issued to the Investor in the Exchange pursuant to Article II hereof. The CPP Preferred
Shares exchanged for the CDCI Preferred Shares pursuant to Article II hereof are being
reacquired by the Company and shall have the status of authorized but unissued shares of
preferred stock of the Company undesignated as to series and may be designated or redesignated
and issued or reissued, as the case may be, as part of any series of preferred stock of the
Company; provided that such shares shall not be reissued as shares of CPP Preferred Stock.

Section 1.2 The Closing. (a) On the terms and subject to the conditions set
forth in this Agreement, the closing of the Exchange (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 (i) the Company will deliver the CDCI Preferred Shares to the
Investor, as evidenced by one or more certificates dated the Closing Date and registered in the
name of the Investor or its designee(s) and (ii) the Investor will deliver the certificate
representing the CPP Preferred Shares to the Company.

(c) The obligation of the Investor to consummate the Exchange 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) any approvals or authorizations of all United States and other
governmental, regulatory or judicial authorities (collectively, “Governmental Entities”)
required for the consummation of the Exchange 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 (B) no provision of any applicable United States or other law and no
judgment, injunction, order or decree of any Governmental Entity shall prohibit
consummation of the Exchange as contemplated by this Agreement;

13124377.3 -2- UST Sequence No. 354


EXCHANGE AGREEMENT — STANDARD TERMS

Recitals:

WHEREAS, the United States Department of the Treasury (the “Investor”) has
purchased shares of preferred stock or has acquired shares of preferred stock through the exercise
of warrants or the exchange of other securities (collectively, the “CPP Preferred Stock”) from
eligible financial institutions which elected to participate in the Troubled Asset Relief Program
Capital Purchase Program (“CPP”);

_ WHEREAS, the Investor may from time to time agree to exchange the shares of
CPP Preferred Stock it received from eligible financial institutions that participated in CPP for
newly issued shares of preferred stock (“CDCI Preferred Stock”) from such eligible financial
institutions to the extent they elect to participate in the Community Development Capital
Initiative (“CDCI”);

WHEREAS, an eligible financial institution electing to participate in the CDCI
and exchange CPP Preferred Stock for CDCI Preferred Stock shall enter into a letter agreement
(the “Letter Agreement”) with the Investor which incorporates this Exchange Agreement —
Standard Terms (the eligible financial institution identified in the Letter Agreement, the

“Company”);

WHEREAS, the Company issued the CPP Preferred Stock (or warrants exercised
to acquire the CPP Preferred Stock or the securities exchanged for the CPP Preferred Stock)
pursuant to that certain Securities Purchase Agreement — Standard Terms incorporated into a
letter agreement, dated as of the date set forth on Schedule A to the Letter Agreement (the
“CPP Signing Date”), as amended from time to time, between the Company and the Investor (the
“CPP Securities Purchase Agreement”);

WHEREAS, the Company agrees to support the availability of credit and
financial services to underserved populations and communities in the United States to promote
the expansion of small businesses and the creation of jobs in such populations and communities;

WHEREAS, the Company agrees to work diligently, under existing and any
future 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 the number of shares of the series of
its CDCI Preferred Stock set forth on Schedule A to the Letter Agreement (the “CDCI Preferred
Shares”) to the Investor in exchange for (the “Exchange”) the number of shares of the CPP
Preferred Stock set forth on Schedule A to the Letter Agreement (the “CPP Preferred Shares”);
and

WHEREAS, the Exchange will be governed by this Exchange Agreement —
Standard Terms and the Letter Agreement, including the schedules thereto (the “Schedules”),

13124377.3 UST Sequence No. 354


L1l Forfeiture of Rights. At any time, any holder of Registrable Securities
(including any Holder) may elect to forfeit its rights set forth in this Annex E from that date
forward; provided, that a Holder forfeiting such rights shall nonetheless be entitled to participate
under Section 1.2(d) — (f) of this Annex E 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 1.7 of this Annex E with respect to any prior registration or Pending Underwritten
Offering.

1.12 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
Annex E 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 iaw shail be entitled to compei specific performance of the
obligations of the Company under this Annex E in accordance with the terms and conditions of
this Annex E.

1.13. 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 Annex E 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 Annex E. 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 Annex E (including agreements that are inconsistent with the
order of priority contemplated by Section 1.2(f) of Annex E) 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 Annex E.

1.14 Certain Offerings by the Investor. 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.

ANNEXE - 10


IN WITNESS WHEREOF, this Officer’s Certificate has been duly executed and
delivered as of the |__| day of [ ], 20{__].

[COMPANY]

By:

Name:
Title:

Annex A -2


INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE
RELYING ON THE EXEMPTION FROM SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER. ANY TRANSFEREE OF THE SECURITIES
REPRESENTED BY THIS INSTRUMENT BY ITS
ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A
“QUALIFIED {[NSTITUTIONAL 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 i44A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 1444
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 REQUIREMENTS OF THE SECURITIES
ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THE SECURITIES REPRESENTED BY
THIS INSTRUMENT ARE TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

THIS INSTRUMENT IS ISSUED SUBJECT TO THE
RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS
OF AN EXCHANGE 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.”

(b) In the event that any CDCI Preferred 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 CDCI Preferred
Shares, which shall not contain the applicable legends in Section 5.2(a) above; provided that the
Investor surrenders to the Company the previously issued certificates or other instruments.

134243773

rey
in

UST Sequence No. 354


ANNEX D

FORM OF WAIVER

In consideration for the benefits I will receive as a result of the participation of
I | (together with its subsidiaries and affiliates, the “Company”) in the
United States Department of the Treasury’s (the “Treasury”) Capital Purchase Program,
Community Development Capital Initiative and/or any other economic stabilization program
implemented by the Treasury under the Emergency Economic Stabilization Act of 2008 (as
amended, supplemented, or otherwise modified, the “EESA”) (any such program, including the
Capital Purchase Program and the Community Development Capital Initiative, a “Program”), [
hereby voluntarily waive any claim against the United States (and each of its departments and
agencies) or the Company or any of its directors, officers, employees and agents for any changes
to my compensation or benefits that are required to comply with the executive compensation and
corporate governance requirements of Section 111 of the EESA, as implemented by any
guidance or regulations issued and/or to be issued thereunder, including without limitation the
provisions for the Capital Purchase Program, as implemented by any guidance or regulation
thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or
regulations under the EESA and the applicable requirements of the Exchange Agreement by and
among the Company and the Treasury dated as of __, 2010, as amended (such
requirements. the “Limitations”.

I acknowledge that the Limitations may require modification or termination of the employment,
compensation, bonus, incentive, severance, retention and other benefit plans, arrangements,
policies and agreements (including so-called “golden parachute” agreements), whether or not in
writing, that [ may have with the Company or in which I may participate as they relate to the
period the United States holds any equity or debt securities of the Company acquired through a
Program or for any other period applicable under such Program or Limitations, as the case may
be, and I hereby consent to all such modifications.

This waiver includes all claims I may have under the laws of the United States or any other
jurisdiction (whether or not in existence as of the date hereof) related to the requirements
imposed by the Limitations, including without limitation, a claim for any compensation or other
payments or benefits I would otherwise receive, any challenge to the process by which the
Limitations are or were adopted and any tort or constitutional claim about the effect of these
Limitations on my employment relationship and I hereby agree that I will not at any time initiate,
or cause or permit to be initiated on my behalf, any such claim against the United States, the
Company or its directors, officers, employees or agents in or before any local, state, federal or
other agency, court or body.

I agree that, in the event and to the extent that the Compensation Committee of the Board of
Directors of the Company or similar governing body (the “Committee”) reasonably determines
that any compensatory payment and benefit provided to me, including any bonus or incentive
compensation based on materially inaccurate financial statements or performance criteria, would
cause the Company to fail to be in compliance with the Limitations (such payment or benefit, an
“Excess Payment”), upon notification from the Company, I shall repay such Excess Payment to

Annex D-1


Board of Directors shall maintain written documentation which supports its determination that
the transaction meets the requirements of clause (A) of this Section 4.2(c).

(d) Restriction on Repurchase_of CDCI Preferred Shares Not Held by
Investor. Prior to the date on which the Investor no longer owns any of the CDCI Preferred
Shares the Company shall not repurchase, redeem, call or otherwise reacquire any CDCI
Preferred Shares from any holder thereof, whether by means of open market purchase, negotiated
transaction, or otherwise, unless it offers to repurchase, redeem, call or otherwise reacquire a
ratable portion of the CDCI Preferred Shares, as the case may be, then held by the Investor on
the same terms and conditions.

. ARTICLE V

ADDITIONAL AGREEMENTS

Section 5.1 Purchase for Investment. The Investor acknowledges that the
CDCI Preferred Shares have not been registered under the Securities Act or under any state
securities laws. The Investor (a) is acquiring the CDCI Preferred Shares 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 CDCI Preferred Shares,
except in compliance with the registration requirements or exemption provisions of the Securities
Act and any applicable U.S. state securities laws, and (c) has such knowledge and experience in
financial and business matters and in investments of this type that it is capable of evaluating the
merits and risks of the Exchange and of making an informed investment decision.

Section 5.2. Legends. (a) The Investor agrees that all certificates or other
instruments representing the CDCI 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 LAWS. EACH PURCHASER
OF THE SECURITIES REPRESENTED BY _ THIS

131243773 -21- UST Sequence No, 354


Number of Shares of CDCI Preferred Stock Exchanged: 1,747

Dividend Payment Dates on the CDCI Preferred Stock: Payable quarterly in arrears on
February 15, May 15, August 15 and November 15 of each year.

Series of CPP Preferred Stock Exchanged: Fixed Rate Non-Cumulative Preferred Stock,
Series A

Number of Shares of CPP Preferred Stock Exchanged: 1,747

Date of Letter Agreement pursuant to which CPP Preferred Shares were purchased:
January 16, 2009

Closing:
Location of Closing: Telephonic
Time of Closing: 12:00 p.m. Eastern Time
Date of Closing: September 29, 2010

13110048.4 Schedule A - 2 UST Sequence No. 354


LIST OF ANNEXES

ANNEX A: FORM OF OFFICER’S CERTIFICATE

ANNEX B: FORM OF NEW CERTIFICATE OF DETERMINATION
ANNEX C: FORM OF OPINION

ANNEX D: FORM OF WAIVER

ANNEX E: REGISTRATION RIGHTS

ANNEX F: FORM OF OFFICER’S CERTIFICATE (CDFI REQUIREMENTS)

13124377.3 - iii- UST Sequence No. 354


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 is 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.

Section 3.18 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.

Section 3.19 Intellectual Property. Except as would not, individually or in the
aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company
and each Company Subsidiary owns or otherwise has the right to use, all intellectual property
rights, including all trademarks, trade dress, trade names, service marks, domain names, patents,
inventions, trade secrets, know-how, works of authorship and copyrights therein, that are used in
the conduct of their existing businesses and all rights relating to the plans, design and
specifications of any of its branch facilities (“Proprietary Rights”) free and clear of all liens and
any claims of ownership by current or former employees, contractors, designers or others, and
(ii) neither the Company nor any of the Company Subsidiaries is materially infringing, diluting,
misappropriating or violating, nor has the Company or any of 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, 2007 alleging that any
person has infringed, diluted, misappropriated or violated, any of the Proprietary Rights owned
by the Company and the Company Subsidiaries.

Section 3.20 Brokers and Finders. The Investor has no liability for any
amounts that any broker, finder or investment banker is entitled to for any financial advisory,
brokerage, finder’s or other fee or commission in connection with this Agreement or the
transactions contemplated hereby based upon arrangements made by or on behalf of the
Company or any Company Subsidiary.

Section 3.21 Disclosure Schedule. The Company has delivered the Disclosure
Schedule and, if applicable, the Disclosure Update to the Investor and the information contained
in the Disclosure Schedule, as modified by the information contained in the Disclosure Update, if
applicable, is true, complete and correct.

131243773 -12- UST Sequence No. 354


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 and/or
such Holder shall deliver to the Company (at the Company’s expense) all copies, other than
permanent file copies then in the Investor and/or such Holder’s possession, of the prospectus
and, if applicable, prospectus supplement 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.

1.6 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.

1.7. Furnishing Information.

(a) 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.

(b) It shall be a condition precedent to the obligations of the Company
to take any action pursuant to Section 1.4 of this Annex E that Investor and/or the selling Holders
and the underwriters, if any, shall furnish to the Company such information regarding
themselves, the Registrable Securities held by them and the intended method of disposition of
such securities as shall be required to effect the registered offering of their Registrable Securities.

1.8 Indemnification.

(a) The Company agrees to indemnify each Holder and, if a Holder is
a person other than an individual, such Holder’s officers, directors, employees, agents,
representatives and Affiliates, and each person, if any, that controls a Holder within the meaning
of the Securities Act (each, an “Indemnitee”), against any and all losses, claims, damages,
actions, liabilities, costs and expenses (including reasonable fees, expenses and disbursements of
attorneys and other professionals incurred in connection with investigating, defending, settling,
compromising or paying any such losses, claims, damages, actions, liabilities, costs and
expenses), joint or several, arising out of or based upon any untrue statement or alleged untrue
statement of material fact contained in any registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or supplements thereto or
any documents incorporated therein by reference or contained in any free writing prospectus (as
such term is defined in Rule 405) prepared by the Company or authorized by it in writing for use
by such Holder (or any amendment or supplement thereto); or any omission to state therein a
material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading; provided, that the Company
shall not be liable to such Indemnitee in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based
upon (A) an untrue statement or omission made in such registration statement, including any
such preliminary prospectus or final prospectus contained therein or any such amendments or
supplements thereto or contained in any free writing prospectus (as such term is defined in Rule
405) prepared by the Company or authorized by it in writing for use by such Holder (or any

ANNEX E - 8


EXHIBIT B
BOARD OF DIRECTORS
CERTIFIED ENTITY: [CERTIFIED ENTITY]!

NAME ADDRESS NARRATIVE?

' Include chart for each Certified Entity.

? To the extent (x) any of the individuals was not a member of the board of directors of such Certified
Entity as of the last certification to the Investor, include a narrative describing such individual’s
relationship to the applicable Investment Area(s) and Targeted Population(s) or, (y) if such Certified
Entity maintains accountability to residents of the applicable Investment Area(s) or Target Population(s)
through means other than representation on its governing board of directors and such means have changed
since the date of the last certification to the Investor, a narrative describing such change.

Exhibit B


(ix) The term “Designated Matters” means (i) the election and removal of
directors, (ii) the approval of any Business Combination, (iii) the approval of a sale of all
or substantially all of the assets or property of the Company, (iv) the approval of a
dissolution of the Company, (v) the approval of any issuance of any securities of the
Company on which holders of Common Stock are entitled to vote, (vi) the approval of
any amendment to the Charter or bylaws of the Company on which holders of Common
Stock are entitled to vote, (vii) any matters which require stockholder approval under any
applicable national stock exchange rules, and (viii) the approval of any other matters
reasonably incidental to the matters set forth in subclauses (i) through (vii) as determined
by the Investor.

(x) The term “Disclosure Schedule” means collectively, those certain
schedules delivered to the Investor on or prior to (i) the CPP Signing Date, with respect
to the “Disclosure Schedule” delivered in connection with the CPP Securities Purchase
Agreement, and (ii) the Signing Date with respect to the schedules required to be
delivered under this Agreement, setting forth, among other things, items the disclosure of
which is necessary or appropriate either in response to an express disclosure requirement
contained in a provision hereof or as an exception to one or more representations or

warranties contained in Section 2.2 of the CPP Securities Purchase Agreement or Article
III hereof.

(xi) The term “EAWA” means the Employ American Workers Act
(Section 1611 of Division A, Title XVI of the American Recovery and Reinvestment Act
of 2009), Public Law No. 111-5, effective as of February 17, 2009, as may be amended
and in effect from time to time.

(xii) The term “Junior Stock” means the 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 CDCI Preferred Shares as to dividend rights and/or as to rights on liquidation,
dissolution or winding up of the Company.

(xiii) The term “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 CDCI 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).

(xiv) The term “Previously Disclosed” means information set forth on the
Disclosure Schedule or the Disclosure Update, as applicable; provided, however, that
disclosure in any section of such Disclosure Schedule or Disclosure Update, as
applicable, shall apply only to the indicated section of this Agreement except to the
extent that it is reasonably apparent from the face of such disclosure that such disclosure
is relevant to another section of this Agreement; provided, further, that the existence of
Previously Disclosed information, pursuant to a Disclosure Update, shall neither obligate
the Investor to consummate the Exchange nor limit or affect any rights of or remedies
available to the Investor.

13124377.3 -29- UST Sequence No. 354


(xv) The term “Savings and Loan Holding Company” means a company
registered as such with the Office of Thrift Supervision pursuant to 12 U.S.C. §1467(a)
and the regulations of the Office of Thrift Supervision promulgated thereunder.

(xvi) The term “Senior Executive Officers” means the Company's “senior
executive officers” as defined in Section 111 of the EESA and the Compensation
Regulations.

(xvii) The term “Share Dilution Amount” means the increase in the number of
diluted shares outstanding (determined in accordance with GAAP, and as measured from
the date of the Company’s most recent consolidated 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.

(xviii) The term “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, penalty or addition imposed by any
Governmental Entity.

(xix) To the extent any securities issued pursuant to this Agreement or the
transactions contemplated hereby are registered in the name of a designee of the Investor
pursuant to Section 1.2 or Section 6.9(c) or transferred to an Affiliate of the Investor, all
references herein to the Investor holding or owning any debt or equity securities of the
Company, CDCI Preferred Shares shall be deemed to refer to the Investor, together with
such designees and/or Affiliates, holding or owning any debt or equity securities, CDCI
Preferred Shares (and any like variations thereof), as applicable.

Section 6.8 Interpretation. When a reference is made in this Agreement to
“Recitals”, “Articles”, “Sections”, “Annexes” or “Schedules” such reference shall be to a
Recital, Article or Section of, or Annex or Schedule to, this Agreement, unless otherwise
indicated. The terms defined in the singular have a comparable meaning when used in the plural,
and vice versa. References to “herein”, “hereof”, “hereunder” and the like refer to this
Agreement as a whole and not to any particular section or provision, unless the context requires
otherwise. The table of contents and headings contained in this Agreement are for reference
purposes only and are not part of this Agreement. Whenever the words “include”, “includes” or
“including” are used in this Agreement, they shall be deemed followed by the words “without
limitation.” No rule of construction against the draftsperson shall be applied in connection with
the interpretation or enforcement of this Agreement, as this Agreement is entered into 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

131243773 -30- UST Sequence No. 354


may elect to withdraw therefrom by written notice to the Company, the managing underwriters
and the Investor (if the Investor is participating in the underwriting).

(f) If either (x) the Company grants “piggyback” registration rights to one or
more third parties to include their securities in an underwritten offering under the Shelf
Registration Statement pursuant to Section 1.2(b) of this AnnexE or (y)a Piggyback
Registration under Section 1.2(d) of this Annex E 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 1.2(d)
of this Annex E, the securities the Company proposes to sell, (B) then the Registrable Securities
of the Investor and all other Holders who have requested inclusion of Registrable Securities
pursuant to Section 1.2(b) or Section 1.2(d) of this Annex E, 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.

13 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.

1.4 Obligations of the Company. 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:

(a) Prepare and file with the SEC a prospectus supplement or post-effective
amendment with respect to a proposed offering of Registrable Securities pursuant to an effective
registration statement, subject to Section 1.4 of this Annex E, keep such registration statement
effective and keep such prospectus supplement current until the securities described therein are
no longer Registrable Securities.

(b) 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.

ANNEX E-4


employee of the Company or any of its Affiliates determined at any time to be subject to
Section 111 of EESA as implemented by the Compensation Regulations.

(iii) Clawback. In the event that any Section 4.1(e) Employee receives a
payment in contravention of the provisions of this Section 4.1(e), the Company shall
promptly provide such individual with written notice that the amount of such payment
must be repaid to the Company in full within fifteen business days following receipt of
such notice or such earlier time as may be required by the Compensation Regulations and
shall promptly inform the Investor (x) upon discovering that a payment in contravention
of this Section 4.1(e) has been made, and (y) following the repayment to the Company of
such amount and shall take such other actions as may be necessary to comply with the

- Compensation Regulations.

(iv) Limitation on Deductions. During the Relevant Period, the Company
agrees that it shall not claim a deduction for remuneration for federal income tax
purposes in excess of $500,000 for each Senior Executive Officer that would not be
deductible if Section 162(m)(5) of the Code applied to the Company.

(v) Amendment to Prior Agreement. The parties agree that, effective as of the
date hereof, Section 4.8 of the CPP Securities Purchase Agreement shall be amended in
its entirety by replacing such Section 4.8 with the provisions set forth in this
Section 4.1(e) and any terms included in this Section 4.1(e) that are not otherwise defined
in the CPP Securities Purchase Agreement shall have the meanings ascribed to such
terms in this Agreement.

(f) Bank or Savings and Loan Holding Company Status. If the Company is a
Bank Holding Company or a Savings and Loan Holding Company on the Signing Date, then the
Company shall maintain its status as a Bank Holding Company or Savings and Loan Holding
Company, as the case may be, for as long as the Investor owns any CDC] Preferred Shares. The
Company shall redeem all CDCI Preferred Shares held by the Investor prior to terminating its
status as a Bank Holding Company or Savings and Loan Holding Company, as applicable.

(g) Predominantly Financial, For as long as the Investor owns any CDCI
Preferred Shares, the Company, to the extent it is not itself an insured depository institution,
agrees to remain predominantly engaged in financial activities. A company is predominantly
engaged in financial activities if the annual gross revenues derived by the company and all
subsidiaries of the company (excluding revenues derived from subsidiary depository
institutions), on a consolidated basis, from engaging in activities that are financial in nature or
are incidental to a financial activity under subsection (k) of Section 4 of the Bank Holding
Company Act of 1956 (12 U.S.C. 1843(k)) represent at least 85 percent of the consolidated
annual gross revenues of the company.

(h) Capital Covenant. From the Signing Date until the date on which all of
the CDCI Preferred Shares have been redeemed in whole, the Company and the Company
Subsidiaries shall maintain such capital as may be necessary to meet the minimum capital
requirements of the Appropriate Federal Banking Agency, as in effect from time to time.

13124377.3 -18- UST Sequence No. 354


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 (A) above
and to evidence compliance with any customary conditions contained in the underwriting
agreement or other agreement entered into by the Company.

(k) 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.

a) 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 Registrable Securities to be
listed on such securities exchange as the Investor may designate.

(m) _ If requested by Holders of a majority of the Registrable Securities being
registered and/or sold in connection therewith, or the managing underwriter(s), if any, promptly
include in a prospectus supplement or amendment such information as the Holders of a majority
of the Registrable Securities being registered and/or sold in connection therewith or managing
underwriter(s), if any, may reasonably request in order to permit the intended method of
distribution of such securities and make all required filings of such prospectus supplement or
such amendment as soon as practicable after the Company has received such request.

(n) Timely provide to its security holders earning statements satisfying the
provisions of Section | (a) of the Securities Act and Rule 158 thereunder.

1.5 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

ANNEX E-7


SCHEDULE A
ADDITIONAL TERMS AND CONDITIONS

Company Information:
Name of the Company: Community Bank of the Bay
Corporate or other organizational form of Company: Business corporation
Jurisdiction of Organization of Company: State of California

Appropriate Federal Banking Agency of Company: Federal Deposit Insurance
Corporation

Name of Certified Entities: Community Bank of the Bay
Corporate or other organizational form of each Certified Entity: Business corporation
Jurisdiction of Organization of each Certified Entity: State of California

Appropriate Federal Banking Agency of each Certified Entity: Federal Deposit
Insurance Corporation

Notice Information:

Community Bank of the Bay

1750 Broadway

Oakland, CA 94612

Attention: Chief Executive Officer

Community Bank of the Bay

1750 Broadway

Oakland, CA 94612

Attention: Chief Financial Officer

Steven M. Plevin, Esq.

Nixon Peabody LLP

One Embarcadero Center, 18" Floor
San Francisco, CA 94111

Terms of the Exchange:

Series of CDCI Preferred Stock Exchanged: Fixed Rate Non-Cumulative Preferred
Stock, Series A-1.

Per Share Liquidation Preference of CDCI Preferred Stock: $1,000 per share

13110048.4 Schedule A - 1 UST Sequence No. 354


EXHIBIT A

EXCHANGE AGREEMENT

13110048.4 Exhibit A UST Sequence No. 354


ANNEX C
FORM OF OPINION

(a) The Company has been duly formed and is validly existing as a [TYPE
OF ORGANIZATION] and is in good standing under the laws of the jurisdiction of its
organization. The Company has all necessary power and authority to own, operate and lease its
properties and to carry on its business as it is being conducted.

(b) The Company has been duly qualified as a foreign entity for the
transaction of business and is in good standing under the laws of B
[ J and [ I.

(c) The CDCI Preferred Shares have been duly and validly authorized, and,
when issued and delivered pursuant to the Agreement, the CDCI 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 CDCI
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.

(d) The Company has the corporate power and authority to execute and
deliver the Agreement and to carry out its obligations thereunder (which includes the issuance of
the CDCI Preferred Shares).

(e) The execution, delivery and performance by the Company of the
Agreement 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, including, without
limitation, by any rule or requirement of any national stock exchange.

(f) 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.

g) The execution and delivery by the Company of this Agreement and the
performance by the Company of its obligations thereunder (i) do not require any approval by any
Governmental Entity to be obtained on the part of the Company, except those that have been
obtained, (ii) do not violate or conflict with any provision of the Charter, (iii) do not 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 its organizational documents or under any agreement, contract,
indenture, lease, mortgage, power of attorney, evidence of indebtedness, letter of credit, license,

Annex C - |


EXHIBIT A

Exhibit A


Holders of 5% or more of any class of capital stock Primary Address

13110048.4 Schedule B - 2 UST Sequence No. 354


Schedule true, correct and complete as of the Closing Date, and (ii) the Investor, in its
sole discretion, shall have approved the Disclosure Update, provided, however, that the
delivery and acceptance of the Disclosure Update shall not limit or affect any rights of or
remedies available to the Investor;

(xii) the Company shall have delivered to the Investor prior to the Signing Date
either (i) a true, complete and correct certified copy of each CDFI Certification
Application that each Certified Entity submitted to the Community Development
Financial Institution Fund (the “Fund”) in connection with its certification as a CDFI
along with any updates to the CDFI Certification Application necessary to make it true,
complete and correct as of the Signing Date, or (ii), to the extent a copy of the CDFI
Certification Application that any~Certified Entity submitted to the Fund in connection
with its certification as a CDFI is not available, a newly completed CDFI Certification
Application with respect to such Certified Entity true, complete and correct as of the
Signing Date (the CDFI Certification Application delivered to the Investor pursuant to
this Section 1.2(c)(xii), the “CDFI Application”), and, to the extent any information set
forth in the CDFI Application is not true, complete and correct as of the Closing Date, the
Company shall have delivered to the Investor an update to the CDFI Application (the
“CDFI_ Application Update”), setting forth any information necessary to make the
information set forth in the CDFI Application true, correct and complete as of the Closing
Date; and

(xiii) CPP/CDCI Securities. The Company shall have paid to Investor all
unpaid dividends or interest due on the CPP Preferred Shares for the fiscal quarter prior
to the Closing Date plus the accrued and unpaid dividends or interest due on the CPP
Preferred Stock as of the Closing Date for the fiscal quarter in which the Closing shall
occur.

ARTICLE II
EXCHANGE

Section 2.1 Exchange. On the terms and subject to the conditions set forth in
this Agreement, the Company agrees to issue the CDCI Preferred Shares to the Investor in
exchange for CPP Preferred Shares, and the Investor agrees to deliver to the Company the CPP
Preferred Shares in exchange for the CDCI Preferred Shares.

Section 2.2 Exchange Documentation. Settlement of the Exchange will take
place on the Closing Date, at which time the Investor will cause delivery of the CPP Preferred
Shares to the Company or its designated agent and the Company will cause delivery of the CDCI
Preferred Shares to the Investor or its designated agent.

13424377.3 :

wo

UST Sequence No. 354


accompanied by an instruction to suspend the use of the prospectus until the requisite
changes have been made); and

(vi) if at any time the representations and warranties of the Company
contained in any underwriting agreement contemplated by Section 1.4(j) of this Annex E
cease to be true and correct.

(g) 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 1.4(f)(iii) of this Annex E at the earliest practicable time.

(h) Upon the occurrence of any event contemplated by Section 1.4(e) or
1.4(f(v) of this Annex 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 1.4(f)(v) 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.

(i) 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).

qj) If an underwritten offering is requested pursuant to Section 1.2(b) of this
Annex E, enter into an underwriting agreement in customary form, scope and substance and take
all such other actions reasonably requested by the Holders of a majority of the Registrable
Securities being sold in connection therewith or by the managing underwriter(s), if any, to
expedite or facilitate the underwritten disposition 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

ANNEXE -6


4. The contracts and material agreements entered into by each Certified
Entity with respect to Development Services previously disclosed to the Investor remain in effect
and copies of any new contracts and material agreements entered into by the Certified Entity
with respect to Development Services are attached hereto as Exhibit A.
5. Attached hereto as Exhibit B is (A) a list of the names and addresses of the
individuals which comprise the board of directors of each Certified Entity as of the date hereof,
(B) to the extent any member of the board of directors listed on Exhibit B was not a member of
the board of directors as of the last certification provided to the Investor pursuant to Section
4.1(d)Gii) of the Standard Terms, a narrative describing such individual’s relationship to the
applicable Investment Area(s) and Targeted Population(s) and (C) to the extent any Certified
Entity maintains accountability to residents of the applicable Investment Area(s) or Target
Population(s) through means other than representation on its governing board of directors and
such means have changed since the date of the last certification provided to the Investor pursuant
to Section 4.1(d)(ii) of the Standard Terms on [/nsert Date|, a narrative describing such change.

6. Each Certified Entity is not an agency of the United States of America, or
any State or political subdivision thereof, as described in 12 C.F.R. 1805.201(b)(6) and within
the meaning of any supplemental regulations or interpretations of 12 C.F.R. 1805.201(b)(6) or
such supplemental regulations published by the Fund.

7. [Insert if the Company was a Bank Holding Company or a Savings and
Loan Holding Company on the Signing Date: The Company is and has been at all times since
the date of the last certification provided to the Investor pursuant to Section 4.1(d)(ii) of the
Standard Terms, a [Insert if the Company is a Bank Holding Company: Bank Holding
Company] [/nsert if the Company is a Savings and Loan Holding Company: Savings and Loan
Holding Company].] The Company is not, and has not been at any time since the date of the last
certification provided to the Investor pursuant to Section 4.1(d)(ii) of the Standard Terms on
[Insert Date}, controlled (within the meaning of [Jnsert for banks and Bank Holding
Companies: the Bank Holding Company Act of 1956 (12 U.S.C. 1841(a)(2)) and 12 C.F.R.
225(a)(i)| [Znsert for savings associations and Savings and Loan Holding Companies: the
Home Owners’ Loan Act of 1933 (12 U.S.C. 1467a (a)(2)) and 12 C.F.R. 583.7]) by a foreign
bank or company.

The foregoing certifications are made and delivered as of | ] pursuant
to Section 4.1(d)(ii) of the Standard Terms.

Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to them in the Standard Terms.

(SIGNATURE PAGE FOLLOWS)

ANNEX F-2


this Agreement, such CDCI Preferred Shares will be duly and validly issued and fully paid and
nonassessable, will not be issued in violation of any preemptive rights, and will rank pari passu
or senior to all other series or classes of CDCI Preferred Stock, whether or not designated, 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.

Section 3.3 Community _Development__Financial__Institution Status;
Domestic Ownership.

(a) The Company, collectively with all of its “Affiliates” (within the meaning
of 12 C.F.R. 1805.104) satisfies the requirements of 12 C.F.R. 1805.200(b).

(b) Each Certified Entity (A) is a regulated community development financial
institution (a “CDFI”) currently certified by the Fund of the United States Department of the
Treasury pursuant to 12 C.F.R. 1805.201(a) as having satisfied the eligibility requirements of the
Fund’s Community Development Financial Institutions Program, and (B) satisfies the eligibility
requirements for a CDF set forth in 12 C.F.R. 1805.201(b)(1) — (6).

(c) The Company is not a Bank Holding Company, Savings and Loan
Holding Company, bank or savings association controlled (within the meaning of the Bank
Holding Company Act of 1956 (12 U.S.C. 1841(a)(2)) and 12 C.F.R. 225(a)(i) in the case of
Bank Holding Companies and banks and the Home Owners’ Loan Act of 1933 (12 U.S.C. 1467a
(a)(2)) and 12 C.F.R. 583.7 in the case of Savings and Loan Holding Companies and savings
associations) by a foreign bank or company. ~

Section 3.4 Authorization and_Enforceability. (a) The Company has the
corporate power and authority to execute and deliver this Agreement and to carry out its
obligations hereunder (which includes the issuance of the CDCI Preferred Shares). The
execution, delivery and performance by the Company of this Agreement and the consummation
of the transactions contemplated hereby 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. This Agreement is a valid and binding obligation of the
Company enforceable against the Company in accordance with its terms, subject to any
limitations 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”).

(b) The execution, delivery and performance by the Company of this
Agreement and the consummation of the transactions contemplated hereby, and compliance by
the Company with the provisions hereof, will not (A) violate, conflict with, or result in a breach
of any provision of, or constitute a default (or an event which, with notice or lapse of time or
both, would constitute a default) under, or result in the termination of, or accelerate the
performance required by, or result in a right of termination or acceleration of, or result in the
creation of, any lien, security interest, charge or encumbrance upon any of the properties or
assets of the Company or any subsidiary of the Company or Certified Entity (if not the
Company) (each subsidiary or Certified Entity, a “Company Subsidiary” and, collectively, the

131243773 -7- UST Sequence No. 354


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.

UNITED STATES DEEARIMENT OF THE
TREASU y

Title: Chief Executive Officer

Date: September 29, 2010

13110048.4 -2- UST Sequence No. 354


(iti) The term “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)).

(iv) The term “Bank Holding Company” means a company registered as such
with the Board of Governors of the Federal Reserve System (the “Federal Reserve”)
pursuant to 12 U.S.C. §1842 and the regulations of the Federal Reserve promulgated
thereunder.

(v) The term “Business Combination” means a merger, consolidation,
statutory share exchange or similar transaction that requires the approval of the
Company’s stockholders.

(vi) The term “Certified Entity” means the Company or, if the Company itself
has not been certified by the Fund as a CDFI, each Affiliate of the Company that has
been certified by the CDFI and is specified on Schedule A of the Letter Agreement.

(vii) The term “Company Financial Statements” means the consolidated
financial statements of the Company and its consolidated subsidiaries for each of the last
three completed fiscal years of the Company (which shall be audited to the extent audited
financial statements are available) and each completed quarterly period since the last
completed fiscal year, required to be delivered to Investor pursuant to the CPP Securities
Purchase Agreement.

(viii) The term “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 and each Certified Entity taken as a whole; provided,
however, that Company Material Adverse Effect shall not be deemed to include the
effects of (A) changes after 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 GAAP, or authoritative interpretations thereof, or
(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 or
occurrences to the extent that such changes or occurrences have or would reasonably be
expected to have a materially disproportionate adverse effect on the Company and its
consolidated subsidiaries taken as a whole relative to comparable U.S. banking or
financial services organizations); or (ii) the ability of the Company to consummate the
Exchange and the other transactions contemplated by this Agreement and perform its
obligations hereunder or thereunder on a timely basis.

13124377.3 -28- UST Sequence No. 354


criteria set forth in 12 C.F.R. 1805.201(b)(1); (D) provide Financial Products,
Development Services, and/or other similar financing as a predominant business activity
in arm’s-length transactions; (E) serve a Target Market by serving one or more
Investment Areas and/or Targeted Populations as may be determined by Investor from
time to time, substantially in the manner set forth in 12 C.F.R. 1805.201(b)(3);
(F) provide Development Services in conjunction with its Financial Products, directly,
through an Affiliate or through a contract with a third-party provider; (G) maintain
accountability to residents of the applicable Investment Area(s) or Targeted Population(s)
through representation on its governing Board of Directors or otherwise; and (H) remain
a non-governmental entity which is not an agency or instrumentality of the United States
of America, or any State or political subdivision thereof, as described in 12 C.F.R.
1805.201(b)(6) and withinthe meaning of any supplemental regulations or interpretations
of 12 C.F.R. 1805.201(b)(6) or such supplemental regulations published by the Fund.
Notwithstanding any other provision hereof, as used in this Section 4.1(d), the terms
“Affiliates”; “Financial Products”; “Development_ Services”; “Target _ Market”;
“Investment Areas”; and “Targeted Populations” have the meanings ascribed to such
terms in 12 C.F.R. 1805.104.

(ii) From the Signing Date until the date on which all of the CDCI Preferred
Shares have been redeemed in whole, the Company shall deliver to Investor (1)(x) on the
date that is 180 days after the Closing Date, and (y) annually on the same date on which
the Company delivers the documentation required under Section 4.1(c)(ii)(A) to the
Investor, a certificate signed on behalf of the Company by a Senior Executive Officer, in
substantially the form attached hereto as Annex F, certifying (A) that the Company and
each Certified Entity remains in compliance with the covenants set forth in
Section 4.1(d)(i); (B) that the information in the CDFI Application, as modified by any
updates to the CDFI Application provided by the Company to the Investor on or prior to
the date of such certificate, with respect to the covenants set forth in Section 4.1(d)(i)(B)
and Section 4.1(d)(i)(D) remains true, correct and complete as of such date or. to the
extent any information set forth in the CDFI Application, as modified by any updates to
the CDFI Application provided by the Company to the Investor on or prior to the date of
such certificate, with respect to such covenants needs to be updated or supplanted to
make it true, complete and correct as of such date, that an updated narrative to the CDFI
Application setting forth any information necessary to make the information set forth in
the CDFI Application is true, complete and correct as of such date; (C) either (a) that the
contracts and material agreements entered into by each Certified Entity with respect to
Development Services previously disclosed to the Investor remain in effect or (b) that
attached are any new contracts and material agreements entered into by the Certified
Entity with respect to Development Services; (D) a list of the names and addresses of the
individuals which comprise the board of directors of each Certified Entity as of such date
and, to the extent any of such individuals was not a member of the board of directors of
such Certified Entity as of the last certification to the Investor, a narrative describing such
individual's relationship to the applicable Investment Area(s) and Targeted Population(s)
or, if such Certified Entity maintains accountability to residents of the applicable
Investment Area(s) or Target Population(s) through means other than representation on
its governing board of directors and such means have changed since the date of the last
certification to the Investor, a narrative describing such change; (E) that each Certified

131243773 -16- UST Sequence No. 354


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: September 29, 2010

13110048.4

UNITED STATES DEPARTMENT OF THE
TREASURY

By:

Name:

Title:

7

Name:7Brian arrett

Title: Chief Executive Officer

72i= UST Sequence No. 354


the Company within 15 business days. In addition, [ agree that the Company shall have the right
to postpone any such payment or benefit for a reasonable period of time to enable the Committee
to determine whether such payment or benefit would constitute an Excess Payment.

I understand that any determination by the Committee as to whether or not, including the manner
in which, a payment or benefit needs to be modified, terminated or repaid in order for the
Company to be in compliance with Section 111 of the EESA and/or the Limitations shall be a
final and conclusive determination of the Committee which shall be binding upon me. I further
understand that the Company is relying on this letter from me in connection with its participation
in a Program.

Annex D - 2


claims, damages, actions, liabilities, costs and expenses (including reasonable fees, expenses and
disbursements of attorneys and other professionals incurred in connection with investigating,
defending, settling, compromising or paying any such losses, claims, damages, actions,
liabilities, costs and expenses), joint or several, arising out of or based upon any untrue statement
or alleged untrue statement of material fact contained in any document or report provided by the
Company pursuant to this Section 5.4 or any omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.

(c) If the indemnification provided for in Section 5.4(b) 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,
cosis or expenses in such proportion as is appropriate to reflect the relative fauit of the
Indemnitee, on the one hand, and the Company, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages, actions, liabilities, costs
or expenses as well as any other relevant equitable considerations. The relative fault of the
Company, on the one hand, and of the 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 Investor agree that it would not be just and
equitable if contribution pursuant to this Section 5.4(c) 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 5.4(b). 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 if the Company was not guilty of such fraudulent misrepresentation.

Section 5.5 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 CDCI Preferred Shares may be
deposited and depositary shares, each representing a fraction of a CDCI 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 CDCI Preferred Shares, as applicable, pursuant thereto, the
depositary shares issued pursuant thereto shall be deemed “CDCI Preferred Shares” and, as
applicable, “Registrable Securities” for purposes of this Agreement.

Section 5.6 Expenses_and Further Assurances. (a) Unless otherwise
provided in this Agreement, 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, including fees and expenses of its own financial or other consultants, investment
bankers, accountants and counsel.

(b) | The Company shall, at the Company’s sole cost and expense, (i) furnish to
the Investor all instruments, documents and other agreements required to be furnished by the

131243773 -24- UST Sequence No. 354


ANNEX A
FORM OF OFFICER’S CERTIFICATE
OFFICER’S CERTIFICATE
OF

[COMPANY]

In connection with that certain letter agreement, dated [ ], 2010 (the
“Agreement ’) by and between [COMPANY] (the “Company”) and the United States
Department of the Treasury which incorporates that certain Exchange Agreement — Standard
Terms referred to therein (the “Standard Terms”), the undersigned does hereby certify as
follows:

Ls Iam a duly elected/appointed [ ] of the Company.

2. The representations and warranties of the Company set forth in Article III
of the Standard Terms are true and correct in all respects as though as of the date hereof (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 respects as of such other date)
and the Company has performed in all material respects all obligations required to be performed
by it under the Agreement.

3. The New Certificate of Determination, a true, complete and correct copy
of which is attached as Exhibit A hereto, has been filed with, and accepted by, the Secretary of
State of the State of [

4. The Company has effected such changes to its Benefit Plans with-respect
to its Senior Executive Officers and any other employee of the Company or its Affiliates subject
to Section 111 of EESA, as implemented by any Compensation Regulations (and to the extent
necessary for such changes to be legally enforceable, each of its Senior Executive Officers and
other employees has duly consented in writing to such changes), as may be necessary, during the
Relevant Period, in order to comply with Section 111 of EESA or the Compensation
Regulations.

5. The Charter and bylaws of the Company delivered to the Investor pursuant
to the CPP Securities Purchase Agreement are true, complete and correct as of the date hereof.

The foregoing certifications are made and delivered as of pursuant
to Section 1.2 of the Standard Terms.

Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to them in the Standard Terms.

(SIGNATURE PAGE FOLLOWS)

Annex A- I


(i) HAMP Modifications. The Company shall take all necessary action to
ensure that (i) from and after the date the Company or any Company Subsidiary that services
residential mortgage loans has 100 or more residential mortgage loans not owned or guaranteed
by Fannie Mae or Freddie Mac which have been past due for 60 or more days, the Company or
such Company Subsidiary shall, to the extent such programs are open for participation,
(A) participate in the United States Department of the Treasury’s Making Home Affordable
(“MHA”) program, including MHA’s Second Lien Modification Program and, (B) immediately
execute a Commitment to Purchase Financial Instrument and Servicer Participation Agreement
(in such form as may be set forth on the MHA website at www.hmpadmin.com from time to
time) with Fannie Mae (acting as the United States Department of the Treasury’s fiscal agent),
and (ii) if the Company or any Company Subsidiary owns mortgage loans that are serviced by a
non-affiliated mortgage servicer, the Company or such‘Company Subsidiary shall consent to any
MHA modification request made by such mortgage servicer.

Gj) Reporting Requirements. Prior to the date on which all of the CDCI
Preferred Shares have been redeemed in whole, the Company covenants and agrees that, at all
times on or after the Closing Date, (i) to the extent it is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, it shall comply with the terms and conditions set forth
in Annex E, or (ii) as soon as practicable after the date that the Company becomes subject to the

reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall comply with the
terms and conditions set forth in Annex E.

(k) Compliance with Employ American Workers Act. The Company shall
agree to comply, and take all necessary action to ensure that any Company Subsidiary complies
in all respects with the provisions of EESA and any federal law respecting EESA, including the
Employ American Workers Act (Section 1611 of Division A, Title XVI of the American
Recovery and Reinvestment Act of 2009), Public Law No. 111-5, effective as of February 17,
2009, as implemented by any rules, regulation or guidance thereunder, as such may be amended

or supplemented from time to time, and any applicable guidance of the United States Department
of the Treasury with respect thereto.

(0) Control by Foreign Bank or Company. Prior to the date on which
all of the CDCI Preferred Shares have been redeemed in whole, the Company shall not be
controlled (within the meaning of the Bank Holding Company Act of 1956 (12 U.S.C.
1841(a)(2)) and 12 C.F.R. 225(a)(i) in the case of Bank Holding Companies and banks and the
Home Owners’ Loan Act of 1933 (12 U.S.C. 1467a (a)(2)) and 12 C.F.R. 583.7 in the case of
Savings and Loan Holding Companies and savings associations) by a foreign bank or company.

Section 4.2 Negative Covenants. The Company hereby covenants and agrees
with the Investor that:

(a) Certain Transactions.
(i) The Company shall 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

131243773 -19- UST Sequence No. 354


(ii) (A) the representations and warranties of the Company set forth in Article
Il] of this Agreement shall be true and correct in all 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 respects
as of such other date) and (B) ihe Company shall have performed in all respects all
obligations required to be performed by it under this Agreement at or prior to the
Closing;

(iii) the Company shall have delivered to the Investor 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(c)(ii) have been satisfied, in substantially the form
attached hereto as Annex A; -

(iv) the Company shall have duly adopted and filed with the Secretary of State
of its jurisdiction of organization or other applicable Governmental Entity an amendment
to its certificate or articles of incorporation, articles of association, or similar
organizational document (“Charter”) in substantially the form attached hereto as Annex B
(the “New Certificate of Determination”) and the Company shall have delivered to the
Investor a copy of the filed New Certificate of Determination with appropriate evidence
from the Secretary of State or other applicable Governmental Entity that the filing has
been accepted, or if a filed copy is unavailable, a certificate signed on behalf of the
Company by a Senior Executive Officer certifying to the effect that the filing of the New
Certificate of Determination has been accepted, in substantially the form attached hereto
as Annex A;

(v) the Company shall have delivered to the Investor, a certificate signed on
behalf of the Company by a Senior Executive Officer certifying to the effect that the
Charter and bylaws of the Company delivered to the Investor pursuant to the CPP
Securities Purchase Agreement remain true, complete and correct, in substantially the
form attached hereto as Annex A; to the extent that the Charter and bylaws of the
Company delivered to the Investor pursuant to the CPP Securities Purchase Agreement
are no longer true, correct and complete, prior to the Closing Date, the Company shall
deliver to Investor true, complete and correct certified copies of any amendments or
supplements to the Charter or bylaws of the Company or the documentation necessary to
make the Charter or bylaws of the Company delivered to the Investor true, correct and
complete as of the Closing Date;

(vi) (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 any other employee of the Company or its
Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008,
as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from
time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder,
as the same shall be in effect from time to time (collectively, the “Compensation
Regulations”) (and to the extent necessary for such changes to be legally enforceable,
each of its Senior Executive Officers and other employees shall have duly consented in

131243773 -3- UST Sequence No. 354


EXHIBIT A

NEW CONTRACTS AND MATERIAL AGREEMENTS

Exhibit A


IN WITNESS WHEREOF, | execute this waiver on my own behalf, thereby communicating my
acceptance and acknowledgement to the provisions herein.

Respectfully,

Name:
Title:
Date:

Annex D -3


special reviews or audits incident to or required by any such registration, but shall not include
Selling Expenses.

(g) “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.

(h) “Selling Expenses” mean all discounts, selling commissions 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).

(i) “Special Registration” means the registration of (A) equity securities
and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or
successor form) or (B) shares of equity securities and/or options or other rights in respect thereof
to be offered to directors, members of management, employees, consultants, customers, lenders
or vendors of the Company or Company Subsidiaries or in connection with dividend
reinvestment plans.

1.2 Registration.

(a) The Company covenants and agrees that as promptly as practicable after
the date that the Company becomes subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act (and in any event no later than 30 days thereafter), the Company shall
prepare and file with the SEC a Shelf Registration Statement covering all Registrable Securities
(or otherwise designate an existing shelf registration on an appropriate form under Rule 415
under the Securities Act (a “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). Notwithstanding the foregoing, if the
Company is not eligible to file a registration statement on Form S-3, then the Company shall not
be obligated to file a Shelf Registration Statement unless and until requested to do so in writing
by the Investor.

(b) Any registration pursuant to Section 1.2(a) of this Annex E shall be
effected by means of a Shelf Registration Statement on an appropriate form under Rule 415
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 1.2(d) of this Annex E;
provided that the Company shall not be required to facilitate an underwritten offering of
Registrable Securities unless (i) the expected gross proceeds from such offering exceed $200,000

ANNEX E-2


ARTICLE IE

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) that:

Section 3.1 Existence and Power.

(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, operate and lease its
properties and to conduct its business in all material respects as it is being 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 Certified Entity (if not the Company) and each subsidiary of the Company
that would be considered 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 and each Certified Entity (if not 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 and as of the
Closing Date.

(b) Capitalization. The authorized capital stock of the Company, and the
outstanding capital stock of the Company (including securities convertible into, or exercisable or
exchangeable for, capital stock of the Company) as of the most recent fiscal month-end
preceding the Signing Date (the “Capitalization Date”) is set forth on Schedule B. The
outstanding shares of capital stock 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). 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 of the Company (“Common Stock”) or other capital stock that is not
reserved for issuance as specified on Schedule B, and the Company has not made any other
commitment to authorize, issue or sell any Common Stock or other capital stock. Since the
Capitalization Date, the Company has not issued any shares of Common Stock or other capital
stock other than (i) shares issued upon the exercise of stock options or delivered under other
equity-based awards or other convertible securities or warrants which were issued and
outstanding on the Capitalization Date and disclosed on Schedule B, and (ii) shares disclosed on
Schedule B. Each holder of 5% or more of any class of capital stock of the Company and such
holder’s primary address are set forth on Schedule B.

Section 3.2, CDCI Preferred Shares. The CDCI Preferred Shares have been
duly and validly authorized by all necessary action, and, when issued and delivered pursuant to

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