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UNITED STATES DEPARTMENT OF THE TREASURY

1500 PENNSYLVANIA AVENUE, NW

WASHINGTON, D.C. 20220

Dear Ladies and Gentlemen:

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

private placement the number ofshares of a series ofits preferred stock set forth on Schedule A

hereto (the "Preferred Shares") and a warrant to purchase the number ofshares of a series ofits

preferred stock set forth on Schedule A hereto (the "Warrant" and, together with the Preferred

Shares, the "Purchased Securities") and the United States Department of the Treasury (the

"Investor") intends to purchase from the Company the Purchased Securities.

The purpose ofthis letter agreement is to confirm the terms and conditions ofthe purchase by

the Investor ofthe Purchased Securities. Except to the extent supplemented or superseded by the

terms set forth herein or in the Schedules hereto, the provisions contained in the Securities Purchase

Agreement - Standard Terms attached hereto as Exhibit A (the "Securities Purchase Agreement")

are incorporated by reference herein. Terms that are defined in the Securities Purchase Agreement

are used in this letter agreement as so defined. In the event of any inconsistency between this letter

agreement and the Securities Purchase Agreement, the terms ofthis letter agreement shall govern.

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

with respect to the issuance by the Company ofthe Purchased Securities and the purchase by the

Investor ofthe Purchased Securities pursuant to this letter agreement and the Securities Purchase

Agreement on the terms specified on Schedule A hereto.

This letter agreement (including the Schedules hereto), the Securities Purchase Agreement

(including the Annexes thereto), the Disclosure Schedules and the Warrant constitute the entire

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

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

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

This letter agreement may be executed in any number ofseparate 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.

* * *

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In witness whereof, this letter agreement has been duly executed and delivered by the duly

authorized representatives ofthe parties hereto as ofthe date written below.

UNITED STATES

DEPARTMENT OF THE TREASURY

By: ~.I'J~"IJ" Name: Herbert M. Alliso , Jr.

Title: Assistant Secretary for

Financial Stability

CO~ANY: l~ENTERProSEBANK

By: Qe84/r

4:;e: John C. Black ......

ide: ChIefExecutive Officer

Date: December.!.!.-. 2009

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In witness whereof, this letter agreement has been duly executed and delivered by the duly

authorized representatives ofthe parties hereto as ofthe date written below.

UNITED STATES

DEPARTMENT OF THE TREASURY

By:-:-::- _

Name:

Title:

COMPANY: 1

ST ENTERPRISE BANK

BY:~~~{'~'~~~~~_ a John C. Black

Itle: ChiefExecutive Officer

Date: December _, 2009

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3065.003/314811.2

SECURITIES PURCHASE AGREEMENT

3

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EXHIBIT A

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EXlllBIT A

(Non-Exchange-Traded QFIs, excluding S Corps

and Mutual Organizations)

SECURITIES PURCHASE AGREEMENT

STANDARD TERMS

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TABLE OF CONTENTS

Page

Article I

Purchase; Closing

1.1 Purchase 3

1.2 Closing : 3

1.3 Interpretation 8

Article II

Representations and Warranties

2.1 Disclosure : 9

2.2 Representations and Warranties ofthe Company I I

Article III

Covenants

3.1 Commercially Reasonable Efforts 29

3.2 Expenses : 30

3.3 Sufficiency ofAuthorized Warrant Preferred Stock; Exchange Listing 30

3.4 Certain Notifications Until Closing 30

3.5 Access, Information and Confidentiality 31

Article IV

Additional Agreements

4.1 Purchase for Investment. .34

4.2 Legends 35

4.3 Certain Transactions 39

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

ofthe Warrant 39

4.5 Registration Rights .40

4.6 Depositary Shares 68

4.7 . Restriction on Dividends and Repurchases 68

4.8 Executive Compensation 73

4.9 Related Party Transactions : 74

4.10 Bank and Thrift Holding Company Status 74

4.11 Predominantly Financial 75

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LIST OF ANNEXES

ANNEX A: FORM OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK

ANNEX B: FORM OF CERTIFICATE OF DESIGNATIONS FOR WARRANT

PREFERRED STOCK

ANNEX C: FORM OF WAIVER

ANNEX D: FORM OF OPINION

ANNEX E: FORM OF WARRANT

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Article V

Miscellaneous

5.1 Termination 75

5.2 Survival ofRepresentations and Warranties 77

5.3 Amendment 77

5.4 Waiver ofConditions 77

5.5 Governing Law: Submission to Jurisdiction, Etc 78

5.6 Notices 78

5.7 Definitions 79

5.8 Assignment : 80

5.9 Severability , 81

5.10 No Third Party Beneficiaries 81

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INDEX OF DEFINED TERMS

Tenn

Affiliate

Agreement

Appropriate Federal Banking Agency

Bank Holding Company

Bankruptcy Exceptions

Benefit Plans

Board ofDirectors

Business Combination

business day

Capitalization Date

Certificates ofDesignations

Charter

Closing

Closing Date

Code

Common Stock

Company

Company Financial Statements

Company Material Adverse Effect

Company Reports

Company Subsidiary; Company Subsidiaries

control; controlled by; under common control with

Controlled Group

CPP

Disclosure Schedule

EESA

ERISA

Exchange Act

Federal Reserve

GAAP

Governmental Entities

Holder

Holders' Counsel

Indemnitee

Infonnation

Investor

Junior Stock

knowledge ofthe Company; Company's knowledge

Letter Agreement

officers

Parity Stock

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Location of

Definition

5.7(b)

Recitals

2.2(s)

4.10

2.2(d)

1.2(d)(iv)

2.2(f)

5.8

1.3

2.2(b)

1.2(d)(iii)

1.2(d)(iii)

1.2(a)

1.2(a)

2.2(n)

2.2(b)

Recitals

2.2(h)

2.I(b)

2.2(i)(i)

2.2(e)(ii)

5.7(b) .

2.2(n)

Recitals

2.1(a)

1.2(d)(iv)

2.2(n)

4.4

4.10

2.I(b)

1.2(c)

4.5(1)(i)

4.5(1)(ii)

4.5(h)(i)

3.5(c)

Recitals

4.7(f)

5.7(c)

Recitals

5.7(c)

4.7(f)

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Tenn

Pending Underwritten Offering

Pennitted Repurchases

Piggyback Registration

Plan

Preferred Shares .

Preferred Stock

Previously Disclosed

Proprietary Rights

Purchase

Purchase Price

Purchased Securities

register; registered; registration

Registrable Securities

Registration Expenses

Regulatory Agreement

Rule 144; Rule l44A; Rule 159A; Rule 405; Rule 415

Savings and Loan Holding Company

Schedules

SEC

Securities Act

Selling Expenses

Senior Executive Officers

ShelfRegistration Statement

Signing Date

Special Registration

subsidiary

Tax; Taxes

Transfer

Warrant

Warrant Preferred Stock

Warrant Shares

.y.

09S331-0002·IOO33-NY02.2690847.9

Location of

Definition

4.5(m)

4.7(c)

4.5(b)(iv)

2.2(n)

Recitals

Recitals

2.l(c)

2.2(u)

Recitals

1.1

Recitals

4.5(1)(iii)

4.5(1)(iv)

4.5(1)(v)

2.2(s)

4.5(l)(vi)

4.10

Recitals

2.2(k)

22(a)

4.5(l)(vii)

4.8

4.5(b)(ii)

2.l(b)

4.5(j)

5.7(a)

2.2(0)

4.4

Recitals

Recitals

2.2(d)

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SECURITIES PURCHASE AGREEMENT - STANDARD TERMS

Recitals:

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

time to time agree to purchase shares ofpreferred stock and warrants from eligible financial

institutions which elect to participate in the Troubled Asset ReliefProgram Capital Purchase

Program ("ep?,');

WHEREAS, an eligible financial institution electing to participate in the CPP and issue

securities to the Investor (referred to herein as the "Company") shall enter into a letter agreement

(the "Letter Agreement") with the Investor which incorporates this Securities Purchase

Agreement- Standard Terms;

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

businesses on competitive terms to promote the sustained growth and vitality ofthe U.S.

economy;

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

the terms ofresidential mortgages as appropriate to strengthen the health ofthe U.S. housing

market;

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

the series ofits Preferred Stock ("Preferred StocK') set forth on Schedule A to the Letter

Agreement (the "Preferred Shares") and a warrant to purchase the number ofshares ofthe series

ofits Preferred Stock ("Warrant Preferred StocK') set forth on Schedule A to the Letter

Agreement (the"Warrant" and, together with the Preferred Shares, the "Purchased Securities")

and the Investor intends to purchase (the "Purchase") from the Company the Purchased

Securities; and

WHEREAS, the Purchase will be governed by this Securities Purchase Agreement -

Standard Terms and the Letter Agreement, including the schedules thereto (the "Schedules"),

specifying additional terms ofthe Purchase. This Securities Purchase Agreement - Standard

Terms (including the Annexes hereto) and the Letter Agreement (including the Schedules

thereto) are together referred to as this "Agreement". All references iii this Securities·Purchase

Agreement - Standard Terms to "Schedules" are to the Schedules attached to the Letter

Agreement.

NOW, THEREFORE, in consideration ofthe premises, and ofthe representations,

warranties, covenants and agreements set forth herein, the parties agree as follows:

Article I

Purchase; Closing

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

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

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

on Schedule A (the "Purchase Price").

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1.2 Closing.

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

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

time and on the date set forth in Schedule A or as soon as practicable thereafter, or at such other

place, time and date as shall be agreed between the Company and the Investor. The time and date

on which the Closing occurs is referred to in this Agreement as the "Closing Date".

(b) Subject to the fulfillment or waiver ofthe conditions to the Closing in this Section

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

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

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

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

Company on Schedule A.

(c) The respective obligations ofeach ofthe Investor and the Company to

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

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

authorizations ofall United States and other governmental, regulatory orjudicial authorities

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

have been obtained or made in fonn 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, ifany, shall have expired and (iI) no provision ofany applicable United States or other law

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

purchase and sale ofthe Purchased Securities as contemplated by this Agreement.

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

fulfillment (or waiver by the Investor) at or prior to the Closing ofeach of the following

conditions:

(i) (A) the representations and warranties ofthe Company set forth in (x)

Section 2.2(g) ofthis Agreement shall be true and correct in all respects as though made

on and as ofthe Closing Date, (y) Sections 2.2(a) through (t) shall be true and correct in

all material respects as though made on and as ofthe Closing Date (other than

representations and warranties that by their tenns speak as of another date, which

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

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

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

Material Adverse Effect" and words ofsimilar import) shall be true and correct as though

made on and as ofthe Closing Date (other than representations and warranties that by

their terms speak as of another date, which representations and warranties shall be true

and correct as ofsuch other date), except to the extent that the failure ofsuch

representations and warranties referred to in this Section 1.2(d}(i)(A)(z) to be so true and

correct, individuallyor in the aggregate, does not have and would not reasonably be

expected to have a Company Material Adverse Effect and (B) the Company shall have

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performed in all material respects all obligations required to be performed by it under this

Agreement at or prior to the Closing;

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

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

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

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

ofits jurisdiction of organization or other applicable Governmental Entity the

amendments to its certificate or articles ofincorporation, articles ofassociation, or similar

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

A and Annex B (the "Certificates ofDesignations") and such filing shall have been

accepted;

(iv) (A) the Company shall have effected such changes to its compensation,

bonus, incentive and other benefit plans, arrangements and agreements (including golden

parachute,'severance and employment agreements) (collectively, "Benefit Plans") with

respect to its Senior Executive Officers (and to the extent necessary for such changes to

be legally enforceable, each ofits Senior Executive Officers shall have duly consented in

writing to such changes), as may be necessary, during the period that the Investor owns

any debt or equity securities ofthe Company acquired pursuant to this Agreement or the

Warrant, in order to comply with Section Ill(b) ofthe Emergency Economic

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

that has been issued and is in effect as ofthe Closing Date, and (B) the Investor shall

have received a certificate signed on behalf ofthe Company by a senior executive officer

certifying to the effect that the condition set forth in Section 1.2(d)(iv)(A) has been

satisfied;

(v) each ofthe Company's Senior Executive Officers shall have delivered to

the Investor a written waiver in the form attached hereto as Annex C releasing the

Investor from any claims that such Senior Executive Officers may otherwise have as a

result ofthe issuance, on or prior to the Closing Date, of any regulations which require

the modification of, and the agreement ofthe Company hereunder to modify, the terms of

any Benefit Plans with respect to its Senior Executive Officers to eliminate any

provisions ofsuch Benefit Plans that would not be in compliance with the requirements

ofSection III(b) oftbe EESA as implemented by guidance or regulation thereunder that

has been issued and is in effect as ofthe Closing Date;

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

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

dated as ofthe Closing Date, in substantially the form attached hereto as Annex D;

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

prior consent ofthe Investor, evidence ofshares in book-entry form, evidencing the

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

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(viii) the Company shall have duly executed the Warrant in substantially the

form attached hereto as Annex E and delivered such executed Warrant to the Investor or

its designee(s).

1.3 Interpretation. When a reference is made in this Agreement to "Recitals,"

"Articles," "Sections," or "Annexes" such reference shall be to a Recital, Article or Section of,

or Annex to, this Securities Purchase Agreement - Standard Terms, and a reference to

"Schedules" shall be to a Schedule to the Letter Agreement, in each case, unless otherwise

indicated. the terms defined in the singular have a comparable meaning when used in the plural,

and vice versa. References to "herein", "hereof', "hereunder" and the like refer to this

Agreement as a whole and not to any particular section or provision, unless the context requires

otherwise. The table of contents and headings contained in this Agreement are for reference

purposes only and are not part ofthis 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 ofconstruction against the draftsperson shall be applied in connection with

the interpretation or enforcement ofthis Agreement, as this Agreement is the product of

negotiation between sophisticated parties advised by counsel. All references to "$" or "dollars"

mean the lawful currency ofthe United States ofAmerica. 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 ofstatutes,

include any rules and regulations promulgated under the statute) and to any section ofany

statute, rule or regulation include any successor to the section. References to a "business day"

shall mean any day except Saturday, Sunday and any day on which banking institutions in the

State ofNew York generally are authorized or required by law or other governmental actions to

close.

Article II

Representations and Warranties

2.1 Disclosure.

(a) On or prior to the Signing Date, the Company delivered to the Investor a schedule

("Disclosure Schedule") setting forth, among other things, items the disclosure ofwhich is

necessary or appropriate either in response to an express disclosure requirement contained in a

provision hereofor as an exception to one or more representations or warranties contained in

Section 2.2.

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

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

subsidiaries taken as a whole; provided, however, that Company Material Adverse Effect shall

not be deemed to include the effects of(A) changes after the date ofthe Letter Agreement (the

"Signing Date") in general business, economic or market conditions (including changes

generally in prevailing interest rates, credit availability and liquidity, currency exchange rates

and price levels or trading volumes in the United States or foreign securities or credit markets),

or any outbreak or escalation ofhostilities, declared or undeclared acts ofwar or terrorism, in

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each case generally affecting the industries in which the Company and its subsidiaries operate,

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

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

interpretations thereof, or (C) changes or proposed changes after the Signing Date in securities,

banking and other laws ofgeneral applicability or related policies or interpretations of

Governmental Entities (in the case of each ofthese clauses (A), (B) and (C), other than changes

or-occurrences to the extent that suchchanges 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 ofthe Company to consummate the Purchase and other

transactions contemplated by this Agreement and the Warrant and perform its obligations

hereunder or thereunder on a timely basis.

(c) "Previously Disclosecf' means information set forth on the Disclosure Schedule,

provided, however, that disclosure in any section ofsuch Disclosure Schedule shall apply only to

the indicated section ofthis Agreement except to the extent that it is reasonably apparent from

the face ofsuch disclosure that such disclosure is relevant to another section ofthis Agreement.

2.2 Representations and Warranties ofthe Company. Except as Previously Disclosed,

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

Closing Date (or such other date specified herein):

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

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

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

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

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

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

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

conducts any business so as to require such qualification; each subsidiary ofthe Company that

would be considered a "significant subsidiary" within the meaning ofRule I-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 ofits jurisdiction oforganization. The

Charter and bylaws ofthe Company, copies ofwhich have been provided to the Investor prior to

the Signing Date, are true, complete and correct copies ofsuch documents as in full force and

effect as ofthe Signing Date.

(b) Capitalization. The authorized capital stock ofthe Company, and the outstanding

capital stock ofthe Company (including securities convertible into, or exercisable or

exchangeable for, capital stock ofthe Company) as ofthe most recent fiscal month-end

preceding the Signing Date.(the "Capitalization Date") is set forth on Schedule B. The

outstanding shares of capital stock ofthe 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 ofthe Signing Date, the Company

does not have outstanding any securities or other obligations providing the holder the right to

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acquire its Common Stock ("Common StoclC') that is not reserved for issuance as specified on

Schedule B, and the Company has not made any other cOlrunitment to authorize, issue or sell any

Common Stock. Since the Capitalization Date, the Company has not issued any shares of

Common Stock, other than (i) shares issued upon the exercise ofstock 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 ofcapital stock ofthe Company and such

holder's primary address are set forth on Schedule B.

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

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

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

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

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

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

Company.

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

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

obligation ofthe 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 ofwhether such enforceability is considered in a proceeding at law odn

equity ("Bankruptcy Exceptions"). The shares ofWarrant Preferred Stock issuable upon exercise

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

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

validly issued, fully paid and non-assessable, and will rank pari passu with or senior to all other

series or classes ofPreferred Stock, whether or not issued or outstanding, with respect to the

payment 'ofdividends and the distribution of assets in the event of any dissolution, liquidation or

winding up ofthe Company.

(e) Authorization, Enforceability.

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

deliver this Agreement and the Warrant and to carry out its obligations hereunder and

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

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

the Warrant and the consummation ofthe transactions contemplated hereby and thereby

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

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

Exceptions.

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(ii) The execution, delivery and perfonnance by the Company ofthis

Agreement and the Warrant and the consummation ofthe transactions contemplated

hereby and thereby and compliance by the Company with the provisions hereof and

thereof, will not (A) violate, conflict with, or result in a breach ofany provision of, or

constitute a default (or an event which, with notice or lapse oftime or both, would

constitute a default) under, or result in the termination of, or accelerate the performance

required by, or result in a right oftermination or acceleration of, or result in the creation

of, any lien, security interest, charge or encumbrance upon any ofthe properties or assets

ofthe Company or any subsidiary ofthe Company (each a "Company Subsidiary" and,

collectively, the "Company Subsidiaries") under any ofthe terms, conditions or

provisions of(i) its organizational documents or (ii) any note, bond, mortgage, indenture,

deed oftrust, 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

ofthe properties or assets ofthe 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.

(iii) Other than the filing ofthe Certificates ofDesignations with the Secretary

ofState ofits 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 ofthe Purchase except for any such notices, filings, exemptions, reviews,

authorizations, consents and approvals the failure of which to make or obtain would not,

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

Adverse Effect.

(f) Anti-takeover Provisions and Rights Plan. The Board ofDirectors ofthe

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

contemplated by this Agreement and the Warrant and the consummation ofthe transactions

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

terms, will be exempt from any anti-takeover or similar provisions ofthe 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 ofany jurisdiction.

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

fiscal period for which financial statements are included in the Company Financial Statements

(as defined below), no fact, circumstance, event, change, occurrence, condition or development

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has occurred that, individually or in the aggregate, has had or would reasonably be expected to

have a Company Material Adverse Effect.

(h) Company Financial Statements. The Company has Previously Disclosed each of

the consolidated financial statements ofthe Company and its consolidated subsidiaries for each

ofthe last three compl<eted fiscal years ofthe Company (which shall be audited to the extent

audited financial statements are available prior to the Signing Date) and each completed

quarterly period since the last completed fiscal year (collectively the "Company Financial

Statements"). The Company Financial Statements present fairly in all material respects the

consolidated financial position ofthe Company and its consolidated subsidiaries as ofthe dates

indicated therein and the consolidated results oftheir operations for the periods specified therein;

and except as stated therein, such financiil! statements (A) were prepared in conformity with

GAAP applied on a consistent·basis(except as may be noted therein) and (B) have been prepared

from, and are in accordance with, the books and records ofthe Company and the Company

Subsidiaries.

(i) Reports.

(i) Since December 31, 2006, the Company and each Company Subsidiary .

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

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

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

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

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

Adverse Effect. As oftheir respective dates offiling, the Company Reports complied in

all material respects with all statutes and applicable rules and regulations ofthe

applicable Governmental Entities.

(ii) The records, systems, controls, data and information ofthe Company and

the Company Subsidiaries are recorded, stored, maintained and operated under means

(including any electronic, mechanical or photographic process, whether computerized or

not) that are under the exclusive ownership and direct control ofthe Company or the

Company Subsidiaries or their accountants (including all means of access thereto and

therefrom), except for any non-exclusive ownership and non-direct control that would not

reasonably be expected to have a material adverse effect on the system ofinternal

accounting controls described below in this Section 2.2(i)(ii). The Company (A) has

implemented and maintains adequate disclosure controls and procedures to ensure that

material information relating to the Company, including the consolidated Company

Subsidiaries, is made !mown to the chief executive officer and the chieffinancial officer

ofthe Company by others within those entities, and (8) has disclosed, based on its most

recent evaluation prior to the Signing Date, to the Company's outside auditors and the

audit committee ofthe Board ofDirectors (x) any significant deficiencies and material

wealmesses in the design or operation ofinternal controls that are reasonably likely to

adversely affect the Company's ability to record, process, summarize and report financial

information and (y) any fraud, whether or not material, that involves management or

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other employees who have a significant role in the Company's internal controls over

financial reporting.

(j) No Undisclosed Liabilities. Neither the Company nor any ofthe Company

Subsidiaries has any liabilities or obligations ofany nature (absolute, accrued, contingent or

otherwise) which are not properly reflected or reserved against in the Company Financial

Statements to the extent required to be so reflected or reserved against in accordance with

GAAP, except for (A) liabilities that have arisen since the last fiscal year endin the ordinary and

usual course ofbusiness and consistent with past practice and (B) liabilities that, individually or

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

Material Adverse Effect.

(Ie) , Offering ofSecurities. Neither the Company nor any person acting on its behalf

has taken any action (including any offering of any securities ofthe Company under

circumstances which would require the integration ofsuch offering with the offering ofany of

the Purchased Securities under the Securities Act, and the rules and regulations ofthe Securities

and Exchange Commission (the "SEC') promulgated thereunder), which might subject the

offering, issuance or sale ofany ofthe Purchased Securities to Investor pursuant to this

Agreement to the registration requirements ofthe Securities Act.

(1) Litigation and Other Proceedings. Except (i) as set forth on Schedule C 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 ofthe Company, threatened, claim,

action, suit, investigation or proceeding, against the Company or any Company Subsidiary or to

which any oftheir assets are subject nor is the Company or any Company Subsidiary subject to

any order, judgment or decree or (B) unresolved violation, criticism or exception by any

Governmental Entity with respect to any report or relating to any examinations or inspections of

the Company or any Company Subsidiaries.

(m) Compliance with Laws. Except as would not, individually or in the aggregate,

reasonably be expected to have a Company Material Adverse Effect, the Company and the

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 ofthe Company or such

Company Subsidiary. Except as set forth on Schedule D, the Company and the Company

Subsidiaries have complied in all respects and are not in default or violation of, and none ofthem

is, to the knowledge ofthe Company, under investigation with respect to or, to the knowledge of

the Company, have been threatened to be charged with or given notice ofany 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 orjudgment 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 ofgeneral application or as set forth on

Schedule D, no Governmental Entity has placed any restriction on the business or properties of

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

reasonably be expected to have a Company Material Adverse Effect.

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

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

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

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

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

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

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

maintained or contributed to by the Company or any member ofits Controlled Group and for

which the Company or any member ofits 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;

(B) with respect to each Plan subject to Title IV ofERISA (including, for purPoses ofthis clause

(B), any plan subject to Title IV ofERISA that the Company or any member ofits Controlled

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

"reportable event" (within the meaning of Section 4043(c) ofERISA), other than a reportable

event for which the notice period referred to in Section 4043(c) ofERISA 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 ofERISA or Section 412

ofthe Code), whether or not waived, has occurred in the three years prior to the Signing Date or

is reasonably expected to occur, (3) the fair market value ofthe assets under each Plan exceeds

the present value of all benefits accrued under such Plan (determined based on the assumptions

used to fund such Plan) and (4) neither the Company nor any member ofits Controlled Group

has incurred in the six years prior to the Signing Date, or reasonably expects to incur, any

liability under Title IV ofERISA (other than contributions to the Plan or premiums to the PBGC

in the ordinary course and without default) in respect of a Plan (including any Plan that is a

"muitiemployer plan", within the meaning ofSection 400 1(c)(3) ofERISA); and (C) each Plan

that is intended to be qualified under Section 401(a) ofthe 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 ofsuch qualified status or

favorable determination letter.

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

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

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

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

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

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

deficiencies. "Tax" or "Taxes" means any federal, state, local or foreign income, gross receipts;

property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or

add on minimum, ad valorem, transfer or excise tax, or any other tax, custom, duty,

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governmental fee or other like assessment or charge ofany kind whatsoever, together with any

inter-est or penalty, imposed by any Governmental Entity.

(P) 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, encumbrances, claims and

defecis that would affect the value thereofor interfere with the use made or to be made thereof

by them. Except as would not, individually or in the aggregate, reasonably be expected to have a

Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased

real or personal property under valid and enforceable leases with no exceptions that would

interfere with the use made or to be made thereof by them.

(q) Environmental Liability. Except as would not, individually or in the aggregate,

reasonably be expected to have a Company Material Adverse Effect:

(i) there is no legal, administrative, or other proceeding, claim or action of

any nature seeking to impose, or that would reasonably be expected to result in the

imposition of, on the Company or any Company Subsidiary, any liability relating to the

release of hazardous substances· as defined under any local, state or federal environmental

statute, regulation or ordinance, including the Comprehensive Environmental Response,

Compensation and Liability Act of 1980, pending or, to the Company's knowledge,

threatened against the Company or any Company Subsidiary;

(ii) to the Company's knowledge, there is no reasonable basis for any such

proceeding, claim or action; and

(iii) neither the Company nor any Company Subsidiary is subject to any

agreement, order, judgment or decree by or with any court, Governmental Entity or third

party imposing any such environmental liability.

(r) Risk Management Instruments. Except as would not, individually or in the

aggregate, reasonably be expected to have a Company Material Adverse Effect, all derivative

instruments, including, swaps, caps, floors and option agreements, whether entered into for the

Company's own account, or for the account of one or more ofthe Company Subsidiaries or its or

their customers, were entered into (i) only in the ordinary course ofbusiness, (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 ofsuch instruments constitutes the valid and legaliy binding obligation ofthe Company

or one ofthe 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 ofthe Company, any other party thereto, is in breach of any ofits obligations

under any such agreement or arrangement other than such breaches that would not, individualiy

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

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(s) Agreements with Regulatorv Agencies. Except as set forth on Schedule E, 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 ofunderstanding with, or is a party to any commitment letter

or similar undertaking to, or is subject to any capital directive by, or since December 31, 2006,

has adopted any board resolutions at the request of, any Governmental Entity (other than the

Appropriate Federal Banking Agencies with jurisdiction over the Company and the Company

Subsidiaries) that currently restricts in any material respect the conduct ofits business or that in

any material manner relates to its capital adequacy, its liquidity and funding policies and

practices, its ability to pay dividends, its credit, risk management or compliance policies or

procedures, its internal controls, its management or its operations or business (each item in this

sentence, a "Regulatory Agreement"), nor has the Company or any Company Subsidiary been

advised since December 3 1,2006 by any such Governmental Entity that it is considering issuing,

initiating, ordering, or requesting any such Regulatory Agreement. The Company and each

Company Subsidiary are in compliance in all material respects with each Regulatory Agreement

to which it is party or subject, and neither the Company nor any Company Subsidiary has

received any notice from any Governmental Entity indicating that either the Company or any

Company Subsidiary is not in compliance in all material respects with any such Regulatory

Agreement. "Appropriate Federal Banking Agency" means the "appropriate Federal banking

agency" with respect to the Company or such Company Subsidiaries, as applicable, as defined in

Section 3(q) ofthe Federal Deposit Insurance Act (12 U.S.C. Section 18I3(q».

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

reputable insurers against such risks and in such amounts as the management ofthe 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 ofthe 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.

(u) Intellectual Prooertv. 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 oftheir existing businesses and all rights relating to the plans, design and

specifications of any ofits branch facilities ("Proprietary Rights") free and clear ofall liens and

any claims ofownership by current or former employees, contractors, designers or others and (ii)

neither the Company nor any ofthe Company Subsidiaries is materially infringing, diluting,

misappropriating or violating, nor has the Company or any or the Company Subsidiaries received

any written (or, to the knowledge ofthe Company, oral) communications alleging that any of

them.has materially infringed, diluted, misappropriated or violated, any ofthe Proprietary Rights

owned by any other person. Except as would not, individually or in the aggregate, reasonably be

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expected to have a Company Materiai'Adverse Effect, to the Company's knowledge, no other

person is infringing, diluting, misappropriating or violating, nor has the Company or any or the

Company Subsidiaries sent any written communications since January 1, 2006 alleging that any

person has infringed, diluted, misappropriated or violated, any ofthe Proprietary Rights owned

by the Company and the Company Subsidiaries.

(v) Brokers and Finders. No broker, finder or investment banker is entitled to any

financial advisory, brokerage, finder's or other fee or commission in connection with this

Agreement or the Warrant or the transactions contemplated hereby or thereby based upon

arrangements made by or on behalf ofthe Company or any Company Subsidiary for which the

Investor could have any liability.

Article III

Covenants

3.1 Commercially Reasonable Efforts. Subject to the terms and conditions ofthis

Agreement, each ofthe 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 ofthe Purchase as

promptly as practicable and otherwise io enable consummation ofthe transactions contemplated

hereby and shall use commercially reasonable efforts to cooperate with the other party to that

end. .

3.2 Expenses. Unless otherwise provided in this Agreement or the Warrant, each of

the parties hereto will bear and pay all costs and expenses incurred by it or on its behalfin

connection with the transactions contemplated under this Agreement and the Warrant, including

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

counsel.

3.3 Sufficiency ofAuthorized Warrant Preferred Stock: Exchange Listing.

(a) During the period from the Closing Date until the date on which the Warrant has

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

preemptive or similar rights, a sufficient number of authorized and unissued Warrant Shares to

effectuate such exercise.

(b) Ifthe Company lists its Common Stock on any national securities exchange, the

Company shall, ifrequested by the Investor, promptly use its reasonable best efforts to cause the

Preferred Shares and Warrant Shares to be approved for listing on a national securities exchange

as promptly as practicable following such request.

3.4 Certain Notifications Until Closing. From the Signing Date until the Closing, the

Company shall promptly notifY the Investor of(i) any fact, event or circumstance ofwhich it is

aware and which would reasonably be expected to cause any representation or warranty ofthe

Company contained in this Agreement to be untrue or inaccurate in any material respect or to

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cause any covenant or agreement ofthe 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 ofwhich 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 ofany notice

pursuant to this Section 3.4 shall not limit or affect any rights ofor remedies available to the

Investor; provided,fUrther, that a failure to comply with this Section 3.4 shall not constitute a

breach ofthis Agreement or the failure ofany condition set forth in Section 1.2 to be satisfied

unless the underlying Company Material Adverse Effect or material breach would independently

result in the failure ofa condition set forth in Section 1.2 to be satisfied.

3.5 Access, Information and Confidentiality.

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

Preferred Shares having an aggregate liquidation value ofless than 10% ofthe Purchase Price,

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

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 and

make copies thereof and to discuss the affairs, finances and accounts ofthe Company and the

Company Subsidiaries with the principal officers ofthe Company, all upon reasonable notice and

at such reasonable times and as often as the Investor may reasonably request and (y) to review

any information material to the Investor's investment in the Company provided by the Company

to its Appropriate Federal Banking Agency. Any investigation pursuant to this Section 3.5 shall

be conducted during normal business hours and in such manner as not to interfere unreasonably

with the conduct ofthe business ofthe Company, and nothing herein shall require the Company

or any Company Subsidiary to disclose any information to the Investor to the extent (i)

prohibited by applicable law or regulation, or (ii) that such disclosure would reasonably be

expected to cause a violation ofany agreement to which the Company or any Company

Subsidiary is a party or would cause a risk ofa loss ofprivilege to the Company or any Company

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

appropriate substitute disclosure arrangements under circumstances where the restrictions in this

clause (ii) apply).

(b) From the Signing Date until the date on which all ofthe Preferred Shares and

Warrant Shares have been redeemed in whole, the Company will deliver, or will cause to be

delivered, to the Investor:

(i) as soon as available after the end ofeach fiscal year ofthe Company, and

in any event within 90 days thereafter, a consolidated balance sheet ofthe Company as of

the end ofsuch fiscal year, and consolidated statements ofincome, retained earnings and

cash flows ofthe 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

fiscal year ofthe Company, and which shall be audited to the extent audited financial

statements are available; and

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(ii) as soon as available after the end ofthe f!fst, second and third quarterly

periods in each fiscal year ofthe Company, a copy ofany quarterly reports provided to

other stockholders ofthe Company or Company management.

(c) The Investor will use reasonable best efforts to hold, and will use reasonable best

efforts to cause its agents, consultants, contractors and advisors to hold, in confidence all nonpublic records, books, contracts, instruments, computer data and other data and information

(collectively, "In/ormation") concerning the Company furnished or made available to it by the

Company or its representatives pursuant to this Agreement (except to the extent that such

information can be shown to have been (i) previously known by such party on a non-confidential

basis, (ii) in the public domain through no fault ofsuch party or (iii) later lawfully acquired from

other sources by the party to which it was furnished (and without violation ofany 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.

(d) The Investor's information rights pursuant to Section 3.5(b) may be assigned by

the Investor to a transferee or assignee ofthe Purchased Securities or the Warrant Shares or with

a liquidation preference or, in the case <:lfthe Warrant, the liquidation prefe)'ence ofthe

underlying shares ofWarrant Preferred Stock, no less than an amount equal to 2% ofthe initial

aggregate liquidation preference ofthe Preferred Shares.

ArticleN

Additional Agreements

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

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

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

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

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

securities laws, (b) will not sell or otherwise dispose ofany ofthe Purchased Securities or the

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

ofthe Securities Act and any applicable U.S. state securities laws, and (c) has such knowledge

and experience in fmancial and business matters and in investments ofthis type that it is capable

ofevaluating the merits and risks ofthe Purchase and ofmaking an informed investment

.decision.

4.2 Legends.

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

Warrant will bear a legend substantially to the following effect:

''THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN

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

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

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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.

THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON

TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE

AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE

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

ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT

BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH

SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE

WITH SAID AGREEMENT WILL BE VOID." .

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

representing the Preferred Shares and the Warrant 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 HAVB 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

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 INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A

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

OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS

INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT

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

AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE

FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY

BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE

144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN

ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER

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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 A SECURITIES PURCHASE

AGREEMENT BETWEEN THEISSUER OF THESE SECURITIES AND THE

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

ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT

BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH

SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE

WITH SAID AGREEMENT WILL BE VOID."

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

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

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

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

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

Sections 4.2(a) and (b) above; provided thatthe Investor surrenders to the Company the

previously issued certificates or other instruments.

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

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

successor, transferee or lessee party (or its ultimate parent entity), as the case may be (ifnot the

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

every covenant, agreement and condition ofthis Agreement to be performed and observed by the

Company.

4.4 Transfer ofPurchased Securities and Warrant Shares: Restrictions on Exercise of

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

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

Purchased Securities or Warrant Shares at any time, and the Company shall take all steps as may

be reasonably requested by the Investor to facilitate the Transfer ofthe Purchased Securities and

the Warrant Shares; prOVided that the Investor shall not Transfer any Purchased Securities or

Warrant Shares ifsuch transfer would require the Company to be subject to the periodic

reporting requirements ofSection 13 or 15(d) ofthe Securities Exchange Act of 1934 (the

"Exchange Act"). In furtherance ofthe foregoing, the Company shall provide reasonable

cooperation to facilitate any Transfers ofthe Purchased Securities or Warrant 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 (including such

information as is required by Section 4.5(k)) and making management ofthe Company

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reasonably available to respond to questions ofa proposed transferee in accordance with

customary practice, subject in all cases to the proposed transferee agreeing to a customary

confidentiality agreement.

4.5 Registration Rights.

(a) Unless and until the Company becomes subject to the reporting requirements of

Section 13 or l5(d) ofthe Exchange Act, the Company shall have no obligation to comply with

the provisions ofthis Section 4.5 (other than Section 4.5(b)(iv)-(vi)); provided that the Company

covenants and agrees that it shaH comply with this Section 4.5 as soon as practicable after the

date that it becomes subject to.such reporting requirements.

(b) Registration.

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

covenants and agrees that as promptly as practicable after the date that the Company

becomes subjectto the reporting requirements of Section I3 or 15(d) ofthe Exchange Act

(and in any event no later than 30 days thereafter), the Company shall prepare and file

with the SEC a ShelfRegistration Statement covering all Registrable Securities (or

otherwise designate an existingShelfRegistration Statement filed with the SEC to cover

the Registrable Securities), and, to the extent the ShelfRegistration 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 ShelfRegistration Statement to

be declared or become effective and to keep such ShelfRegistration Statement

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

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

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

Registration Statement (or a new ShelfRegistration Statement) ifthe initial Shelf

Registration Statement expires). Notwithstanding the foregoing, ifthe Company is not

eligible to file a registration statement on Form S-3, then the Company shall not be

obligated to file a ShelfRegistration Statement unless and until requested to do so in

writing by the Investor.

(ii) Any registration pursuant to Section 4.5(b)(i) shall be effected by means

of a shelfregistration on an appropriate form under RuIe 4 I5 under the Securities Act (a

"ShelfRegistration Statement"), Ifthe Investor or any other Holder intends to distribute

any Registrable Securities by means of an underwritten offering it shall promptly so

advise the Company and the Company shall take all reasonable steps to facilitate such

distribution, including the actions required pursuant to Section 4.5(d); provided that the

Company shall not be required to facilitate an underwritten offering ofRegistrable

Securities unless the expected gross proceeds from such offering exceed (i) 2% ofthe

initial aggregate liquidation preference ofthe Preferred Shares ifsuch initial aggregate

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

liquidation preference ofthe Preferred Shares is equal to or greater than $2 billion. The

lead underwriters in any such distribution shall be selected by the Holders ofa majority

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ofthe Registrable Securities to be distributed; provided that to the extent appropriate and

permitted under applicable law, such Holders shall consider the qualifications ofany

broker-dealer Affiliate ofthe Company in selecting the lead underwriters in any such

distribution.

(iii) The Company shall not be required to effect a registration (including a

resale ofRegistrable Securities from an effective ShelfRegistration Statement) or an

underwritten offering pursuant to Section 4.5(b): (A) with respect to securities that are

not Registrable Securities; or (B) ifthe Company has notified the Investor and all other

Holders that in the good faith judgment ofthe Board ofDirectors, 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 ofnot more than 45 days after receipt ofthe 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 (I) only ifthe Company has

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

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

l2-month period and not more than 90 days in the aggregate in any l2-month period.

(iv) Ifduring any period when an effective ShelfRegistration Statement is not

available, the Company proposes to register any ofits equity securities, other than a

registration pursuant to Section 4.5(b)(i) or a Special Registration, and the registration

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

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

all other Holders ofits intention to effect such a registration (but in no event less than ten

days prior to the anticipated filing date) and will include in such registration all

Registrable Securities with respect to which the Company has received written requests

for inclusion therein within ten business days after the date ofthe 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 ofsuch Piggyback Registration. The

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

to the effectiveness ofsuch registration, whether or not Irivestor or any other Holders

have elected to include Registrable Securities in such registration.

(v) Ifthe registration referred to in Section 4.5(b)(iv) is proposed to be

underwritten, the Company will so advise Investor and all other Holders as a part ofthe

written notice given pursuant to Section 4.5(b)(iv). In such event, the right ofInvestor

and all other Holders to registration pursuant to Section 4.5(b) will be conditioned upon

such persons' participation in such underwriting and the inclusion ofsuch person's

Registrable Securities in the underwriting ifsuch securities are ofthe 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

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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 ofthe

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

to the Company, the managing underwriters and the Investor (ifthe Investor is

participating in the underwriting).

(vi) Ifeither (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 4.5(b)(ii) or (y) a Piggyback Registration

under Section 4.5(b)(iv) relates to an underwritten offering on behalfofthe Company,

and in either case the managing underwriters advise the Company that in their reasonable

opinion the number ofsecurities requested to be included in such offering exceeds the

number which can be sold without adversely affecting the marketability ofsuch offering

(including an adverse effect on the per share offering price), the Company will include in

such offering only such number ofsecurities that in the reasonable opinion ofsuch

managing underwriters can be sold without adversely affecting the marketability ofthe

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

will be so included in the following order ofpriority: (A) first, in the case ofa Piggyback

Registration under Section 4.5(b)(iv), the securities the Company proposes to sell, (B)

then the Registrable Securities ofthe Investor and all other Holders who have requested

inclusion ofRegistrable Securities pursuant to Section 4.5(b)(ii) or Section 4.5(b)(iv), as

applicable, pro rata on the basis ofthe aggregate number ofsuch securities or shares

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

been requested to be so included, subject to the terms ofthis Agreement; provided.

however. that ifthe Company has, prior to the Signing Date, entered into an agreement

with respect to its securities that is inconsistent with the order ofpriority contemplated

hereby then it shall apply the order ofpriority in such conflicting agreementto the extent

that it would otherwise result in a breach under such agreement

(c) Expenses ofRegistration. 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 ofthe securities so registered pro rata on the basis ofthe aggregate offering or sale price

ofthe securities so registered.

(d) Obligations ofthe Company. Whenever required to effect the registration ofany

Registrable Securities or facilitate the distribution ofRegistrable Securities pursuant to an

effective ShelfRegistration Statement, the Company shall, as expeditiously as reasonably

practicable:

(i) Prepare and file with the SEC a prospectus supplement or post-effective

amendment with respect to a proposed offering ofRegistrable Securities pursuant to an

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

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statement effective and keep such prospectus supplement current until the securities

described therein are no longer Registrable Securities.

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

applicable registration statement and the prospectus or prospectus supplement used in

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

provisions ofthe Securities Act with respect to the disposition ofall securities covered by

such registration statement.

(iii) Furnish to the Holders and any underwriters such number ofcopies ofthe

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 ofthe Securities Act, and such other,

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

Registrable Securities owned or to be distributed by them.

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

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

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 ofthe securities owned by such Holder; provided thatthe Company shall not

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

to file a general consent to service ofprocess in any such states orjurisdictions.

(v) Notify each Holder ofRegistrable Securities at any time when a

prospectus relating thereto is required to be delivered under the Securities Act ofthe

happening of any event as a result ofwhich 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.

(vi) Give written notice to the Holders:

(A) when any registration statement filed pursuant to Section 4.5(a) or

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

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

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

become effective;

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

registration statement or the prospectus included therein or for additional

information;

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(C) ofthe issuance by the SEC of any stop order suspending the

effectiveness ofany registration statement or the initiation ofany proceedings for

that purpose;

(D) ofthe receipt by the Company or its legal counsel of any

notification with respect to the suspension ofthe qualification ofthe applicable

Registrable Securities for sale in any jurisdiction or the initiation or threatening of

any proceeding for such purpose;

(E) ofthe happening ofany event that requires the Company to make

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

registration statement in order to make the statements therein not misleading

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

prospectus until the requisite changes have been made); and

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

contained in any underwriting agreement contemplated by Section 4.5(d)(x) cease

to be true and correct.

(vii) Use its reasonable best efforts to prevent the issuance or obtain the

withdrawal of any order suspending the effectiveness ofany registration statement

referred to in Section 4.5(d)(vi)(C) at the earliest practicable time.

(viii) Upon the occurrence ofany event contemplated by Section 4.5(d)(v) or

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

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

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

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

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

misleading. Ifthe Company notifies the Holders in accordance with Section 4.5(d)(vi)(E)

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

been made, then the Holders and any underwriters shall suspend use ofsuch prospectus

and use their reasonable best efforts to return to the Company all copies ofsuch

prospectus (at the Company's expense) other than permanent file copies then in such

Holders' or underwriters' possession. The total number ofdays that any such suspension

may be in effect in any 12-month period shall not exceed 90 days.

(ix) Use reasonable best efforts to procure the cooperation ofthe Company's

transfer agent in settling any offering or sale ofRegistrable Securities, including with

respect to the transfer ofphysical stock certificates into book-entry form in accordance

with any procedures reasonably requested by the Holders or any managing

underwriter(s).

(x) Ifan underwritten offering is requested pursuant to Section 4.5(b)(ii),

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

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such other actions reasonably requested by the Holders of a majority ofthe Registrable

Securities being sold in connection therewith or by the managing underwriter(s), ifany,

to expedite or facilitate the underwritten disposition ofsuch Registrable Securities, and in

connection therewith in any underwritten offering (including making members of

management and executives ofthe 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 ofthe Company and its subsidiaries, and the Shelf

Registration Statement, prospectus and documents, ifany, incorporated or deemed to be

incorporated by reference therein, in each case, in customary form, substance and scope,

and, iftrue, confirm the same if and when requested, (B) use its reasonable best efforts to

furnish the underwriters with opinions ofcounsel 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 ofthe Company

(and, ifnecessary, any other independent certified public accountants of any business

acquired by the Company for which financial statements and financial data are included

in the ShelfRegistration Statement) who have certified the financial statements included

in such ShelfRegistration Statement, addressed to each ofthe managing underwriter(s), if

any, such letters to be in customary form and covering matters ofthe type customarily

covered in "cold comfort" letters, (0) 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 ofa majority ofthe Registrable Securities being sold in connection therewith,

their counsel and the managing underwriter(s), ifany, to evidence the continued validity

ofthe representations and warranties made pursuant to clause (i) above and to evidence

compliance with any customary conditions contained in the underwriting agreement or

other agreement entered into by the Company.

(xi) Make available for inspection by a representative ofHolders 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 ofthe Company, and cause the officers, directors and

employees ofthe Company to supply all information in each case reasonably requested

(and ofthe type customarily provided in connection with due diligence conducted in

connection with a registered public offering ofsecurities) by any such representative,

managing underwriter(s), attorney or accountant in connection with such Shelf

Registration Statement.

(xii) Use reasonable best efforts to· cause all such Registrable Securities to be

listed on each national securities exchange on which similar securities issued by the

Company are then listed or, ifno similar securities issued by the Company are then listed

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

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Registrable Securities to be listed on such securities exchange as the Investor may

designate.

(xiii) Ifrequested by Holders of a majority ofthe Registrable Securities being

registered and/or sold in connection therewith, or the managing undeiWriter(s), ifany,

promptly include in a prospectus supplement or amendment such information as the

Holders ofa majority ofthe Registrable Securities being registered and/or sold in

connection therewith or managing undeiWriter(s), ifany, may reasonably request in order

to permit the intended method ofdistribution ofsuch securities and make all required

filings ofsuch prospectus supplement or such amendment as soon as practicable after the

Company has received such request.

(xiv) .Timely provide to its security holders earning statements satisfying the

provisions of Section I I(a) ofthe Securities Act and Rule 158 thereunder. .

(e) Suspension ofSales. Upon receipt ofwritten notice from the Company that a

registration statement, prospectus or prospectus supplement contains or may contain an untrue

statement ofa 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 ofsuch registration statement, prospectus or prospectus supplement,

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

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

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

advised in writing by the Company that the use ofthe prospectus and, ifapplicable, prospectus

supplement may be resumed, and, ifso 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, ofthe prospectus

and, if applicable, prospectus supplement covering such Registrable Securities current at the time

ofreceipt ofsuch notice. The total number of days that any such suspension may be in effect in

any 12-month period shall not exceed 90 days.

(f) Termination ofRelristration 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.

(g) Furnishing Information.

(i)" Neither the Investor nor any Holder shall use any free writing prospectus

(as defined in Rule 405) in connection with the sale ofRegistrable Securities without the

prior written consent ofthe Company.

(ii) It shall be a condition precedent to the obligations ofthe Company to take

any action pursuant to Section 4.5(d) that Investor and/or the selling Holders and the

undeiWriters, ifany, shall furnish to the Company such information regarding

themselves, the Registrable Securities held by them and the intended method of

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disposition ofsuch securities as shall be required to effect the registered offering oftheir

Registrable Securities.

(h) Indemnification.

(i) The Company agrees to indemnify each Holder and, ifa Holder is a

person other than an individual, such Holder's officers, directors, employees, agents,

representatives and Affiliates, and each Person, ifany, that controls a Holder within the

meaning ofthe Securities Act (each, an "Indemnitee"), against any and all losses, claims,

damages, actions, liabilities, costs and expenses (including reasonable fees, expenses and

disbursements ofattorneys 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 ofor baSed

upon any untrue statement or alleged untrue statement ofmaterial 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 ofthe

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 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 behalfof

such Indemnitee "by means of" (as defined in Rule l59A) a "free writing prospectus" (as

defined in Rule 405) that was not authorized in writing by the Company.

(li) Ifthe indemnification provided for in Section 4.5(h)(i) is unavailable to an

Indemnitee with respect to any losses, claims, damages, actions, liabilities, costs or

expenses referred to therein or is insufficient to hold the Indemnitee harmless as

contemplated therein, then the Company, in lieu ofindemnifying such Indemnitee, shall

contribute to the amount paid or payable by such Indemnitee as a result ofsuch losses,

claims, damages, actions, liabilities, costs or expenses in such proportion as is appropriate

to reflect the relative fault ofthe 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 expen~es as well as any other relevant

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equitable considerations. The relative fault ofthe Company, on: the one hand, and ofthe

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 ifcontribution pursuant to this Section 4.5(h)(ii) 'were determined by pro rata

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

considerations referred to in Section 4.5(h)(i). No Indemnitee guilty offraudulent

misrepresentation (within the meaning ofSection 11(f) ofthe Securities Act) shall be

entitled to contribution from the Company ifthe Company was not guilty ofsuch

fraudulent misrepresentation.

(i) Assignment ofRegistration Rights. The rights ofthe Investor to registration of

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

or assignee ofRegistrable Securities with a liquidation preference or, in the case ofthe Warrant,

the liquidation preference ofthe underlying shares ofWarrant Preferred Stock, no less than an

amount equal to (i) 2% ofthe initial aggregate liquidation preference ofthe Preferred Shares if

such initial aggregate.liquidation preference is less than $2 billion and (ii) $200 million ifthe .

initial aggregate liquidation preference ofthe Preferred Shares is equal to or greater than $2 .

billion; provided, however, the transferor shall, within ten days after such transfer, furnish to the

Company written notice ofthe name and address ofsuch transferee or assignee and the number

and type ofRegistrable Securities that are being assigned.

G) Clear Market. With respect to any underwritten offering ofRegistrable Securities

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

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

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

Registration) covering any preferred stock ofthe Company or any securities convertible into or

exchangeable or exercisable for preferred stock ofthe Company, during the period not to exceed

ten days prior and 60 days following the effective dale ofsuch 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 ofits 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. "SpecialRegistration" means the registration of

(A) equity securities and/or options or other rights in respect thereofsolely registered on Form S4 or Form 8-8 (or successor form) or (B) shares ofequity securities and/or options or other rights

in respect lhereofto be offered to directors, members ofmanagement, employees, consultants,

customers, lenders or vendors ofthe Company or Company Subsidiaries or in connection with

dividend reinvestment plans.

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

Holders the benefits ofcertain rules and regulations ofthe SEC which may permit the sale ofthe

Registrable Securities to the public without registration, the Company agrees to use its

reasonable best efforts to:

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(i) make and keep public infonnation available, as those teons are understood

and defined in Rule l44(c)(I) or any similar or analogous rule promulgated under the

Securities Act, at all times after the Signing Date;

(ii) (A) file with the SEC, in a timely manner, all reports and other documents

required ofthe Company under the Exchange Act, and (B) if at any time the Company is

not required to file such reports, make available, upon the request of any Holder, such

infonnation necessary to pennit sales pursuant to Rule l44A (including the infonnation

required by Rule 144A(d)(4) under the Securities Act);

(iii) so long as the Investor or a Holder owns any Registrable Securities,

furnish to the Investor or such Holder forthwith upon request: a written statement by the

Company as to its compliance with the reporting requirements ofRule 144 under the

Securities Act, and ofthe Exchange Act; a copy ofthe most recent annual or quarterly

report ofthe Company; and such other reports and documents as the Investor or Holder

may reasonably request in availing itself ofany rule or regulation ofthe SEC allowing it

to sell any such securities to the public without registration; and

(iv) take such further action as any Holder may reasonably request, all to the

extent required from time to time to enable such Holder to sell Registrable Securities

without registration under the Securities Act.

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

respective meanings:

(i) "Holder" means the Investor and any other holder ofRegistrable

Securities to whom the registration rights conferred by this Agreement have been

transferred in compliance with Section 4.5(h) hereof.

(ii) "Holders' Counsel" means one counsel for the selling Holders chosen by

Holders holding a majority interest in the Registrable Securities being registered.

(iii) "Register," "registered," and "registration" shall refer to a registration

effected by preparing and (A) filing a registration statement or amendment thereto in

compliance with the Securities Act and applicable rules and regulations thereunder, and

the declaration or ordering ofeffectiveness ofsuch registration statement or amendment

thereto or (B) filing a prospectus and/or prospectus supplement in respect ofan

appropriate effective registration statement on Fonn S-3.

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

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

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

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

dividend or share split or in connection with a combination ofshares, recapitalization,

reclassification, merger, amalgamation, arrangement, consolidation or other

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

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

Securities Act, (2) except as provided below in Section 4.5(p), they may be sold pursuant

to Rule 144 without limitation thereunder on volume or manner ofsale, (3) they shall

have ceased to be outstanding or (4) they have been sold in a private transaction in which

the transferor's rights under this Agreement are not assigned to the transferee ofthe

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

statement at anyone time.

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

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

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

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

and disbursements of counsel for the Company, blue sky fees and expenses, expenses

incurred in connection with any "road show", the reasonable fees and disbursements of

Holders' Counsel, and expenses ofthe Company's independent accountants in

connection with any regular or special reviews or audits incident to or required by any

such registration, but shall not include Selling Expenses. .

(vi) "Rule 144") "Rule 144A"), "Rule 159A" "Rule 405" and "Rule 415" mean, in each case, such rule promulgated under the Securities Act (or any successor provision),

as the same shall be amended from time to time.

(vii) "SellingExpenses" mean all discounts, selling commissions and stock

transfer taxes applicable to the sale ofRegistrable Securities and fees and disbursements

ofcounsel for any Holder (other than the fees and disbursements ofHolders' Counsel

included in Registration Expenses).

(m) At any time, any holder ofSecurities (including any Holder) may elect to forfeit

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

such rights shall nonetheless be entitled to participate under Section 4.5(b)(iv) - (vi) in any

Pending Underwritten Offering to the same extent that such Holder would have been entitled to

ifthe holder had not withdrawn; and provided,further, that no such forfeiture shall terminate a

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

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

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

Registrable Securities in which such Holder has advised the Company ofits intent to register its

Registrable Securities either pursuant to Section 4.5(b)(ii) or 4.5(b)(iv) prior to the date ofsuch

Holder's forfeiture.

(n) Specific Performance. The parties hereto acknowledge that there would be no

adequate remedy at law ifthe Company fails to perform any ofits obligations under this Section

4.5 and that the Investor and the Holders from time to time may be irreparably harmed by any

such failure, and accordingly agree that the Investor and such Holders, in addition to any other

remedy to which they may be entitled at law or in equity, to the fullest extent permitted and

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enforceable under applicable law shall be entitled to compel specific performance ofthe

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

ofthis Section 4.5.

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

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

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

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

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

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

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

ofpriority contemplated by Section 4.5(b)(vi)) or that may otherwise conflict with the provisions

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

they are consistent with the provisions ofthis Section 4.5.

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

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

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

Section 4.5(d), Section 4.5(h) and Section 4.50) shall continue to apply until such securities

otherwise cease to be Registrable Securities. In any such case, an "underwritten" offering or

other disposition shall include any distribution ofsuch securities on behalf ofthe 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.

(q) Registered Sales ofthe Warrant. The Holders agree to sell the Warrant or any

portion thereof under the ShelfRegistration Statement only beginning 30 days after notifying the

Company of any such sale, during which 30-day period the Investor and all Holders ofthe

Warrant shall take reasonable steps to agree to revisions to the Warrant to permit a public

distribution ofthe Warrant, including entering into a warrant agreement and appointing a warrant

agent.

4.6 Depositarv Shares. Upon request by the Investor at any time following the

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

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

acceptable to the Investor, pursuant to which the Preferred Shares or the Warrant Shares may be

deposited and depositary shares, each representing a fraction ofa Preferred Share or Warrant

Share, as applicable, as specified by the Investor, may be issued. From and after the execution of

any such depositary arrangement, and the deposit of any Preferred Shares or Warrant Shares, as

applicable, pursuant thereto, the depositary shares issued pursuant thereto shall be deemed

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

this Agreement.

4.7 Restriction on Dividends and Repurchases.

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

on which all ofthe Preferred Shares and Warrant Shares have been redeemed in whole or the

Investor has transferred all ofthe Preferred Shares and Warrant Shares to third parties which are

not Affiliates ofthe Investor, neither the Company nor any Company Subsidiary shall, without

the consent ofthe Investor, declare or pay any dividend or make any distribution on capital stock

or other equity securities ofany kind ofthe Company or any Company Subsidiary (other than (i)

regular quarterly cash dividends ofnot more than the amount ofthe last quarterly cash dividend

per share declared or, iflower, announced to its holders ofCommon Stock an intention to

declare, on the Common Stock prior to November 17, 2008, as adjusted for any stock split, stock

dividend, reverse stock split, reclassification or similar transaction, (ii) dividends payable solely

in shares ofCommon Stock, (iii) regular dividends on shares ofpreferred stock in accordance

with the terms thereof and which are permitted under the terms ofthe Preferred Shares and the

Warrant Shares, (iv) dividends or distributions by any wholly-owned Company Subsidiary or (v)

dividends or distributions by any Company Subsidiary required pursuant to binding contractual

agreements entered into prior to November 17, 2008).

(b) During the period beginning on the third anniversary ofthe Closing Date and

ending on the earlier of(i) the tenth anniversary ofthe Closing Date and (ii) the date on which all

ofthe Preferred Shares and Warrant Shllres have been redeemed in whole or the Investor has

transferred all ofthe Preferred Shares and Warrant Shares to third parties which are not Affiliates

ofthe Investor, neither the Company nor any Company Subsidiary shall, without the consent of

the Investor, (A) pay any per share dividend or distribution on capital stock or other equity

securities of any kind ofthe Company at a per annum rate that is in excess of 103% ofthe

aggregate per share dividends and distributions for the inunediately prior fiscal year (other than

regular dividends on' shares ofpreferred stock in accordance with the terms thereof and which

are permitted under the terms ofthe Preferred Shares and the Warrant Shares); provided that no

increase in the aggregate amount ofdividends or distributions on Common Stock shall be

permitted as a result ofany dividends or distributions paid in shares ofCommon Stock, any stock

split or any similar transaction or (B) pay aggregate dividends or distributions on capital stock or

other equity securities of any kind ofany Company Subsidiary that is in excess of 103% ofthe

aggregate dividends and distributions paid for the immediately prior fiscal year (other than in the

case ofthis clause (B), (I) regular dividends on shares ofpreferred stock in accordance with the

terms thereof and which are permitted under the terms ofthe Preferred Shares and the Warrant

Shares, (2) dividends or distributions by any wholly-owned Company Subsidiary, (3) dividends

or distributions by any Company Subsidiary required pursuant to binding contractual agreements

entered into prior to November 17,2008) or (4) dividends or distributions on newly issUed shares

ofcapital stock for cash or other property.

(c) Prior to the earlier of(x) the tenth anniversary ofthe Closing Date and (y) the date

on which all ofthe Preferred Shares and Warrant Shares have been redeemed in whole or the

Investor has transferred all ofthe Preferred Shares and Warrant Shares to third parties which are

not Affiliates ofthe Investor, neither the Company nor any Company Subsidiary shall, without

the consent ofthe Investor, redeem, purchase or acquire any shares ofCommon Stock or other

capital stock or other equity securities ofany kind ofthe Company or any Company Subsidiary,

or any trust preferred securities issued by the Company or any Affiliate ofthe Company, other

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than (i) redemptions, purchases or other acquisitions ofthe Preferred Shares and Warrant Shares,

(ii) in connection with the admiuistration of any employee benefit plan in the ordinary course of

business and consistent with past practice, (iii) the acquisition by the Company or any ofthe

Company Subsidiaries ofrecord ownership in Junior Stock or Parity Stock for the beneficial

ownership of any other persons (other than the Company or any other Company Subsidiary),

including as trustees or custodians, (iv) the exchange or conversion ofJunior Stock for or into

other Junior Stock or ofParity Stock or trust preferred securities for or into other Parity Stock

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

this clause (iv), solely to the extent required pursuant to binding contractual agreements entered

into prior to the Signing Date or any subsequent agreement for the accelerated exercise,

settlement or exchange thereoffor Common Stock (clauses (ii) and (iii), collectively, the

"Permitted Repurchases"), (v) redemptions ofsecurities held by the Company or any whollyowned Company Subsidiary or (vi) redemptions, purchases or other acquisitions of capital stock

or other equity securities of any kind ofany Company Subsidiary required pursuant to binding

contractual agreements entered into prior to November 17,2008.

(d) Until such time as the Investor ceases to own any Preferred Shares or Warrant

Shares, the Company shall not repurchase any Preferred Shares or Warrant Shares from any

holder thereof, whether by means of open market purchase, negotiated transaction, or otherwise,

other than Permitted Repurchases, unless it offers to repurchase a ratable portion ofthe Preferred

Shares or Warrant Shares, as the case may be, then held by the Investor on the same terms and

conditions.

(e) During the period beginning on the tenth anuiversary ofthe Closing and ending

on the date on which all ofthe Preferred Shares and Warrant Shares have been redeemed in

whole or the Investor has transferred all ofthe Preferred Shares and Warrant Shares to third

parties which are not Affiliates ofthe Investor, neither the Company nor any Company

Subsidiary shall, without the consent ofthe Investor, (i) declare or pay any dividend or make ariy

distribution on capital stock or other equity securities ofany kind ofthe Company or any

Company Subsidiary; or (ii) redeem, purchase or acquire any shares ofCommon Stock or other

capital stock or other equity securities ofany kind ofthe Company ot any Company Subsidiary,

or any trust preferred securities issued by the Company or any Affiliate ofthe Company, other

. than (A) redemptions, purchases or other acquisitions ofthe Preferred Shares and Warrant

Shares, (B) regular dividends on shares ofpreferred stock in accordance with the terms thereof

and which are perruitted under the terms ofthe Preferred Shares and the Warrant Shares, or (C)

dividends or distributions by any wholly-owned Company Sub~idiary.

(f) "Junior Stock" means Common Stock and any other class or series ofstock ofthe

Company the terms ofwhich expressly provide that it ranksjunior to the Preferred Shares as to

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

"Parity Stock" means any class or series ofstock ofthe Company the terms ofwhich do not

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

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

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

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

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

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

Executive Officers comply in all respects with Section III(b) ofthe EESA as implemented by

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

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

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

officers" as defined in subsection 1I 1(b)(3) ofthe EESA and regulations issued thereunder,

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

4.9 Related Partv Transactions. Until such time as the Investor ceases to own any

Purchased Securities or Warrant Shares, the Company and the Company Subsidiaries shall not

enter into transactions with Affiliates or related persons (within the meaning ofItem 404 under

the SEC's Regulation S-K) unless (i) 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 (ii) have been approved by the audit committee ofthe Board ofDirectors or comparable

body ofindependent directors ofthe Company.

4.10 Bank and Thrift Holding Company Status. Ifthe 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 Purchased Securities or Warrant Shares. The

Company shall redeem all Purchased Securities and Warrant Shares held by the Investor prior to

terminating its status as a Bank Holding Company or Savings and Loan Holding Company, as

applicable. "Bank Holding Company" means a company registered as such with the Board of

Governors ofthe Federal Reserve System (the "Federal Reserve") pursuant to 12 U.S.C. §1842

and the regulations ofthe Federal Reserve promulgated thereunder. "Savings and Loan Holding

Company" means a company registered as such with the Office ofThrift Supervision pursuant to

12 U.S.C. §1467(a) and the regulations ofthe Office ofThrift Supervision promulgated

thereunder. .

4.11 Predominantly Financial. For as long as the Investor owns any Purchased

Securities or Warrant 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 ifthe annual gross revenues derived by the

company and all subsidiaries ofthe 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 (1<) ofSection 4 ofthe Bank

Holding Company Act of 1956 (12 U.S.C. 1843(1<») represent at least 85 percent ofthe

consolidated annual gross revenues ofthe company.

Article V

Miscellaneous

5.1 Termination. This Agreement may be terminated at any time prior to the Closing:

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(a) by either the Investor or the Company ifthe 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 ofthis Agreement, it being understood that the parties shall

be required to consult only until the fifth day after such 30th calendar day and not be under any

obligation to extend the term ofthis Agreement thereafter; provided,jurther, that the right to

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

breach of any representation or warranty or failure to perform any obligation imder this

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

date; or

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

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

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

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

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

In the event oftermination ofthis Agreement as provided in this Section 5.1, this Agreement

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

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

Agreement.

5.2 Survival ofRepresentations and Warranties. All covenants and agreements, other

than those which by their terms apply in whole or in part after the Closing, shall terminate as of

the Closing. The representations and warranties ofthe Company made herein or in any

certificates delivered in connection with the Closing shall survive the Closing without limitation.

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

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

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

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

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

as a waiver thereofnor 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 ofany rights or remedies provided by law.

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

the Purchase are for the sole benefit ofsuch 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 ofthe waiving party that makes express reference to

the provision or provisions subject to such waiver.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

by any party to the other will be in writing and will be deemed to have been duly given (a) on the

date of delivery if delivered personally, or by facsimile, upon confirmation ofreceipt, or (b) on

the second business day following the date of dispatch ifdelivered by a recognized next day

courier service. All notices to the Company shall be delivered as set forth in Schedule A, or

pursuant to such other instruction as may be designated in writing by the Company to the

Investor. All notices to the Investor shall be delivered as set forth below, or pursuant to such

other instructions as may be designated in writing by the Investor to the Company.

Ifto the Investor:

United States Department ofthe Treasury

1500 Pennsylvania Avenue, NW, Room 2312

Washington, D.C. 20220

Attention: Assistant General Counsel (Banking and Finance)

Facsimile: (202) 622-1974

5.7 . Definitions

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

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

entity (x) ofwhich such person or a subsidiary ofsuch person is a general partner or (y) ofwhich

a majority ofthe voting securities or other voting interests, or a majority ofthe securities or other

interests ofwhich having by their terms ordinary voting power to elect a majority ofthe 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.

(b) The term "Affiliate" means, with respect to any person, any person directly or

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

purposes ofthis definition, "controf' (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, ofthe power to cause the direction ofmanagement and/or

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policies ofsuch person, whether through the ownership ofvoting securities by contract or

otherwise.

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

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

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

Company.

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

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

prior written consent ofthe 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

ofthe Company's stockholders (a "Business Combination") where such party is not the surviving

entity, or a sale ofsubstantially all ofits assets, to the entity which is the survivor ofsuch

Business Combination or the purchaser in such sale and (b) as provided in Sections 3.5 and 4.5.

5.9 Severability. Ifany provision ofthis Agreement or the Warrant, or the application

thereofto any person or circumstance, is determined by a court ofcompetent jurisdiction to be .

invalid, void or unenforceable, the remaining provisions hereof, or the application ofsuch

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 ofthe 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 ofthe parties.

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

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

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

ofthe persons referred to in that Section.

* * *

,.

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ANNEXA

FORM OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK

[SEE ATTACHED]

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ANNEXA

FORM OF CERTIFICATE OF DETERMINATION

OF

FIXED RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES [e]

OF

[e]

Pursuant to Section 401 ofthe Corporations Code ofthe State ofCalifomia:

We, [Insert names and titles o/signatories], of[Insert name 0/

corporationlbank/banking association] organized under the laws ofthe State ofCalifornia

(hereinafter called the "Issuer"), do hereby certify as follows:

I. On [Insert date], the Board ofDirectors ofthe Issuer adopted a resolution designating

[.] shares ofPreferred Stock as Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series

[e).

2. No shares ofFixed Rate Non-Cumulative Perpetual Preferred Stock, Series [e) have

been issued.

3. Pursuant to the authority conferred upon the Board ofDirectors by the Articles of

Incorporation ofthe Issuer, the following resolution was duly adopted by the Board ofDirectors

on [Insert date) creating the series ofPreferred Stock designated as "Fixed Rate NonCumulative Perpetual Preferred Stock, Series [e)":

RESOLVED, that pursuant to the provisions ofthe Articles ofIncorporation ofthe

Issuer and applicable law, a series ofPreferred Stock ofthe Issuer be and hereby is created, and

that the designation and number ofshares ofsuch series, and the voting and other powers,

preferences and relative, participating, optional or other rights, and the qualifications, limitations

and restrictions thereof, ofthe shares ofsuch series are as follows:

Part 1. Designation and Number of Shares. There is hereby created out ofthe authorized

and unissued shares ofpreferred stock ofthe Issuer a series ofpreferred stock designated as the

"Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series [e)" (the "Designated Preferred

Stock"). The authorized number ofshares ofDesignated Preferred Stock shall be [e).

Part 2. Standard Provisions. The Standard Provisions contained in Exhibit A attached

hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of

this Certificate ofDetermination to the same extent as ifsuch provisions had been set forth in

full herein.

Part. 3. Definitions. The following terms are used in this Certificate ofDeterrnination

(including the Standard Provisions in Exhibit A hereto) as defined below:

1 095331~OO02-11SIS-NY02.2690873.9

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(a)

Issuer.

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"Common Stock" means the common stock, par value $[-] per share, ofthe

(b) . "Dividend Payment Date" means February 15, May 15, August 15 and November

15 of each year.

(c) "Junior Stock" means the Common Stock, [Insert titles ofany existing Junior

Stock] and any other class or series ofstock ofthe Issuer the terms ofwhich expressly provide

that it ranksjunior to Designated Preferred Stock as to dividend rights and/or as to rights on

liquidation, dissolution or winding up ofthe Issuer.

(d) "Liquidation Amount" meiUlS $[1,000]1 per share ofDesignated Preferred Stock.

(e) "Minimum Amount" means $[Insert $ amount equal to 25% ofthe aggregate

value ofthe Designated Preferred Stock issued on the OriginalIssue Date].

(f) "Parity Stock" means any class or series ofstock ofthe Issuer (other than

Designated Preferred Stock) the terms ofwhich do not expressly provide that such class or series

will rank senior orjunior to Designated Preferred Stock as to dividend rights and/or as to rights

on liquidation, dissolution or winding up ofthe Issuer (in each case without regard to whether

dividends accrue cumulatively or non-cumulatively). Without limiting the foregoing, Parity

Stock shall include the Issuer's [Insert title(s) ofexisting classes orseries ofParity Stock].

(g) "Signing Date" means [Insert date ofapplicable securitiespurchase agreement].

Part. 4. Certain Voting Matters. [To be inserted ifthe Charter providesfor voting in

proportion to liquidation preferences: Whether the vote or consent ofthe holders ofa plurality,

majority or other portion ofthe shares ofDesignated Preferred Stock and any Voting Parity

Stock has been cast or given on any matter on which the holders ofshares ofDesignated

Preferred Stock are entitled to vote shall be determined by the Issuer by reference to the specified

liquidation amount ofthe shares voted or covered by the consent as ifthe Issuer were liquidated

on the record date for such vote or consent, if any, or, in the absence of a record date, on the date

for such vote or consent. For purposes ofdetermining the voting rights ofthe holders of

Designated Preferred Stock under Section 7 ofthe Standard Provisions forming part ofthis

Certificate ofDetermination, each holder will be entitled to one vote for each $1,000 of

liquidation preference to which such holder's shares are entitled.] [To be inserted ifthe Charter

does notprovidefor voting in proportion to liquidation preferences: Holders ofshares of

Designated Preferred Stock will be entitled to one vote for each such share on any matter on

which holders ofDesignated Preferred Stock are entitled to vote, including any action by written

consent.]

1 Inssuer"desires to issue shares with a higher dollar amount liquidation preference,liquidation preference

references will be modified accordingly. In such case (in accordance with Section 4.6 ofthe Securities

Purchase Agreement), the issuer will be required to enter into a deposit agreement.

2

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3

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We further declare under penalty ofpeIjury under the laws ofthe State ofCalifornia that

the matters set forth in this certificate are true and correct to their own knowledge.

Date: [e]

Name:

Title:

Name:

Title:

4

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EXHIBIT A

STANDARD PROVISIONS

Section 1. General Matters. Each share ofDesignated Preferred Stock shall be identical

in all respects to every other share ofDesignated Preferred Stock. The Designated Preferred

Stock shall be perpetual, subject to the provisions ofSection 5 ofthese Standard Provisions that

form a part ofthe Certificate ofDetennination. The Designated Preferred Stock shall rank

equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of

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

ofthe Issuer.

Section 2. Standard Definitions. As used herein with respect to Designated Preferred

Stock:

(a) "Acguiror," in any Holding Company Transaction, means the surviving or

resulting entity or its ultimate parent in the case of a merger or consolidation or the transferee in

the case of a sale, lease or other transfer in one transaction or a series ofrelated transactions of

all or substantially all ofthe consolidated assets ofthe Issuer and its subsidiaries, taken as a .

whole.

(b) "Applicable Dividend Rate" means (i) during the period from the Original Issue

Date to, but excluding, the fIrst day ofthe first Dividend Period commencing on or after the fifth

anniversary ofthe Original Issue Date, 5% per annum and (ii) from and after the first day ofthe

fIrst Dividend Period commencing on or after the fifth anniversary ofthe Original Issue Date,

9% per annum.

(c) "Appropriate Federal Banking Agency" means the "appropriate Federal banking

agency" with respect to the Issuer as defined in Section 3(q) ofthe Federal Deposit Insurance

Act (12 U.S.C. Section 1813(q», or any successor provision.

(d) "Bank Holding Company" means a company registered as such with the Board of

Governors ofthe Federal Reserve System pursuant to 12 U.S.C. §1842 and the regulations ofthe

Board ofGovernors ofthe Federal Reserve System thereunder.

(e) "Business Combination" means a merger, consolidation, statutory share exchange

or similar transaction that requires the approval ofthe Issuer's stockholders.

(f) "Business Day" means any day except Saturday, Sunday and any day on which

banking institutions in the State ofNew York generally are authorized orrequired by law or

other governmental actions to close.

(g) "Bylaws" means the bylaws ofthe Issuer, as they may be amended from time to

time.

(h) "Certificate ofDetermination" means the Certificate ofDetermination or

.comparable instrument relating to the Designated Preferred Stock, ofwhich these Standard

Provisions form a part, as it may be amended from time to time.

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(i) "Charter" means the Issuer's certificate or articles ofincorporation, articles of

association, or similar organizational document.

G) "Dividend Period" has the meaning set forth in Section 3(a).

(k) "Dividend Record Date" has the meaning set forth in Section 3(a).

(I) "Holding Company Preferred Stock" has the meaning set forth in Section 7(c)(iv).

(m) "Holding Company Transaction" means the occurrence of(a) any transaction

(including, without limitation, any acquisition, merger or consolidation) the result ofwhich is

that a "person" or "group" within the meaning of Section 13(d) ofthe Securities Exchange Act of

1934, as amended, (i) becomes the direct or indirect ultimate "beneficial owner," as defined in

Rule 13d-3 under that Act, ofCOnlmon equity ofthe Issuer representing more than 50% ofthe

voting power ofthe outstanding Common Stock or (ii) is otherwise required to consolidate the

Issuer for purposes ofgenerally accepted accounting principles in the United States, or (b) any

consolidation or merger ofthe Issuer or similar transaction or any sale, lease or other transfer in

one transaction or a series ofrelated transactions ofall or substantially all ofthe consolidated

assets ofthe Issuer and its subsidiaries, taken as a whole, to any Person other than one ofthe

Issuer's subsidiaries; provided that, in the case ofeither clause (a) or (b), the Issuer or the

Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

(n) "Liquidation Preference" has the meaning set forth in Section 4(a).

(0) "Original Issue Date" means the date on which shares ofDesignated Preferred

Stock are first issued.

(P) "Person" means a legal person, including any individual, corporation, estate,

partnership, joint venture, association, joint-stock company, limited liability company or trust.

(q) "Preferred Director" has the meaning set forth in Section 7(b).

(r) "Preferred Stock" means any and all series ofpreferred stock ofthe Issuer,

including the Designated Preferred Stock.

(s) "Oualified Equity Offering" means the sale and issuance for cash by the Issuer to

persons other than the Issuer or any ofits subsidiaries after the Original Issue Date ofshares of

perpetual Preferred Stock, Common Stock or any combination ofsuch stock, that, in each case,

qualify as and may be inCluded in Tier I capital ofthe Issuer at the time ofissuance under the

applicable risk-based capital guidelines ofthe Issuer's Appropriate Federal Banking Agency

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

into, or pursuant to financing plans which were pubiicly announced, on or prior to November 17,

2008).

(t) "Savings and Loan Holding Company" means a company registered as such with

the Office ofThrift Supervision pursuant to 12 U.S.C. §1467(a) and the regulations ofthe Office

ofThrift Supervision promulgated thereunder.

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(u). "Standard Provisions" mean these Standard Provisions that form a part ofthe

Certificate ofDetermination relating to the Designated Preferred Stock.

(v) "Successor Preferred Stock" has·the meaning set forth in Section Sea).

(w) "Voting Parity Stock" means, with regard to any matter as to which the holders of

Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(h) ofthese

Standard Provisions that form a part ofthe Certificate ofDetermination, any and all series of

Parity Stock upon which like voting rights have been conferred and are exercisable with respect

to such matter.

Section 3. Dividends.

(a) Rate. Holders ofDesignated Preferred Stock shall be entitled to receive, on each

share ofDesignated Preferred Stock if, as and when declared by the Board ofDirectors or any

duly authorized committee ofthe Board ofDirectors, but only out ofassets legally available

therefor, non-cumulative cash dividends with respect to each Dividend Period (as defined below)

at a tate per annum equal to the Applicable Dividend Rate on the Liquidation Amount per share

ofDesignated Preferred Stock, and no more, payable quarterly in arrears on each Dividend

Payment Date, commencing with the first such Dividend Payment Date to occur at least 20

calendar days after the Original Issue Date. In the event that any Dividend Payment Date would

otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be

postponed to the next day that is a Business Day and no additional dividends will accrue as a

result ofthat postponement. The period from and including any Dividend Payment Date to, but

excluding, the next Dividend Payment Date is a "Dividend Period", provided that the initial

Dividend Period shall be the period from and including the'Original Issue Date to, but excluding,

the next Dividend Payment Date.

Dividends that are payable onDesigiJated Preferred Stock in respect of any Dividend

Period shall be computed on the basis of a 360-day year consisting oftwelve 30-day months. The

amount ofdividends payable on Designated Preferred Stock on any date prior to the end ofa

Dividend Period, and for the initial Dividend Period, shall be computed.on the basis of a 36D-day

year consisting oftwelve 3D-day months, and actual days elapsed over a 3D-day month.

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date

will be payable to holders ofrecord ofDesignated Preferred Stock as they appear on the stock

register ofthe Issuer on the applicable record date, which shall be the 15th calendar day

immediately preceding such Dividend Payment Date or such other record date fixed by the

Board ofDirectors or any duly authorized committee ofthe Board ofDirectors that is not more

than 60 nor less than 10 days prior to such Dividend Payment Date (each, a "Dividend Record

Date"). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether

or not such day is a Business Day.

Holders ofDesignated Preferred Stock shall not be entitled to any dividends, whether

payable in cash, securities or other property, other than dividends (ifany) declared and payable

on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of

the Certificate ofDetermination).

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(b) Non-Cumulative. Dividends on shares ofDesignated Preferred Stock shall be

non-cumulative. Ifthe Board ofDirectors or any duly authorized committee ofthe Board of

Directors does not declare a dividend on the Designated Preferred Stock in respect of any

Dividend Period, the holders ofDesignated Preferred Stock shall have no right to receive any

dividend for such Dividend Period, and the Issuer shall have no obligation to pay a dividend for

such Dividend Period, whether or not dividends are declared for any subsequent Dividend Period

with respect to the Designated Preferred Stock.

(c) Prioritv ofDividends. So long as any share ofDesignated Preferred Stock

remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock

or any other shares ofJunior Stock (other than dividends payable solely in shares ofCommon

Stock) or Parity Stock, subject to the immediately following paragraph in the case ofParity

Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly,

purchased, redeemed or otherwise acquired for consideration by the Issuer or any ofits

sub'sidiaries unless full dividends on all outstanding shares ofDesignated Preferred Stock for the

most recently completed Dividend Period have been or are contemporaneously declared and paid

(or have been declared and a sum sufficient for the payment thereofhas been set aside for the

benefit ofthe holders ofshares ofDesignated Preferred Stock on the applicable record date).

the foregoing limitation shall not apply to (i) redemptions, purchases or other acquisitions of

shares ofCommon Stock or other Junior Stock in connection with the administration of any

employee benefit plan in the ordinary course ofbusiness and consistent with past practice; (ii)

the acquisition by the Issuer or any ofits subsidiaries ofrecord ownership in Junior Stock or

Parity Stock for the beneficial ownership of any other persons (other than the Issuer or any ofits

subsidiaries), including as trustees or custodians; and (iii) the exchange or conversion ofJunior

Stock for or into other Junior Stock or ofParity Stock for or into other Parity Stock (with the

same or lesser aggregate liquidation amount) or Junior Stock, in each case, solely to the extent

required pursuant to binding contractual agreements entered into prior to the Signing Date or any

subsequent agreement for the accelerated exercise, settlement or exchange thereoffor Common

Stock.

When dividends are not paid (or declared and a sum sufficient for payment thereofset

aside for the benefit ofthe holders thereofon the applicable record date) on any Dividend

Payment Date (or, in the case ofParity Stock having dividend payment dates different from the

Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to

such Dividend Payment Date) in full upon Designated Preferred Stock and any shares ofParity

Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and

payable on such Dividend Payment Date (or, in the case ofParity Stock having dividend

payment dates different from the Dividend Payment Dates, on a dividend payment date falling

within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so

that the respective amounts ofsuch dividends shall bear the same ratio to each other as all

accrued but unpaid dividends per share on the Designated Preferred Stock and all Parity Stock

payable on such Dividend Payment Date (or, in the case ofParity Stock having dividend

payment dates different from the Dividend Payment Dates, on a dividend payment date falling

within the Dividend Period related to such Dividend Payment Date) (subject to their having been

declared by the Board ofDirectors or a duly,authorized committee ofthe Board ofDirectors out

oflegally available funds and including, in the case ofParity Stock that bears cumulative

dividends, all accrued but unpaid dividends) bear to each other. Ifthe Board ofDirectors or a

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duly authorized committee ofthe Board ofDirectors detennines not to pay any dividend or a full

dividend on a Dividend Payment Date, the Issuer will provide written notice to the holders of

Designated Preferred Stock prior to such Dividend Payment Date.

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or

other property) as may be determined by the Board ofDirectors or any duly authorized

committee ofthe Board ofDirectors may be declared and paid on any securities, including

Common Stock and other Junior Stock, from time to time out of any funds legally available for

such payment, and holders ofDesignated Preferred Stock shall not be entitled to participate in

any such dividends.

Section 4. Liquidation Rights.

(a) Voluntary or Involuntary Liquidation. In'the event of any liquidation, dis'solution

or winding up ofthe affairs ofthe Issuer, whether voluntary or involuntary, holders of

Designated Preferred Stock shall be entitled to receive for each share ofDesignated Preferred

Stock, out ofthe assets ofthe Issuer or proceeds thereof (whether capital or surplus) available for

distribution to stockholders ofthe Issuer, subject to the rights ofany creditors ofthe Issuer,

before any distribution ofsuch assets or proceeds is made to or set aside for the holders of

Common Stock and any other stock ofthe Issuer ranking junior to Designated Preferred Stock as

to such distribution, payment in full in an amount equal to the sum of(i) the Liquidation Amount

per share and (ii) the amount ofany declared and unpaid dividends on each such share (such

amounts collectively, the "Liquidation Preference").

(b) Partial Payment. Ifin any distribution described in Section 4(a) above the assets

ofthe Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with respect

to all outstanding shares ofDesignated Preferred Stock and the corresponding amounts payable

with respect of any other stock ofthe Issuer ranking equally with Designated Preferred Stock as

to such distribution, holders ofDesignated Preferred Stock and the holders ofsuch other stock

shall share ratably in any such distribution in proportion to the full respective distributions to

which they are entitled.

(c) Residual Distributions. Ifthe Liquidation Preference has been paid in full to all

holders ofDesignated Preferred Stock and the corresponding amounts payable with respect of

any other stock ofthe Issuer ranking equally with Designated Preferred Stock as to such

distribution has been paid in full, the holders of other stock ofthe Issuer shall be entitled to

receive all remaining assets ofthe Issuer'(or proceeds thereof) according to their respective rights

and preferences.

(d) Merger, Consolidation and Sale ofAssets Not Liquidation. For purposes ofthis

Section 4, the merger or consolidation ofthe Issuer with any other corporation or other entity,

including a merger or consolidation in which the holders ofDesignated Preferred Stock receive

cash, securities or other property for their shares, or the sale, lease or exchange (for cash,

securities or other property) of all or substantially all ofthe assets ofthe Issuer, shall not

constitute a liquidation, dissolution or winding up ofthe Issuer.

Section 5. Redemption.

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(a) Optional Redemption. Except as provided below, the Designated Preferred Stock

may not be redeemed prior to the first Dividend Payment Date falling on or after the third

anniversary ofthe Original Issue Date. On or after the first Dividend Payment Date falling on or

after the third aimiversary ofthe Original Issue Date, the Issuer, at its option, subject to the

approval ofthe Appropriate Federal Banking Agency, may redeem, in whole or in part, at any

time and from time to time, out offunds legally available therefor, the shares ofDesignated

Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a

redemption price equal to the sum of(i) the Liquidation Amount per share and (ii) except as

otherwise provided below, the amount equal to any declared and unpaid dividends plus any

dividends accrued but unpaid for the then current Dividend Period at the rate set forth in Section

3(a) to, but excluding, the date fixed for redemption (regardless ofwhether any dividends are

actually declared for that Dividend Period).

Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or

after the third anniversary ofthe Original Issue Date; the Issuer, at its option, subject to the

approval ofthe Appropriate Federal Banking Agency, may redeem, in whole or in part, at any

time and from time to time, the shares ofDesignated Preferred Stock at the time outstanding,

upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of 0)

the Liquidation Amount per share and (ii) except as otherwise provided below, an amount equal

to any declared and unpaid dividends plus any dividends accrued but unpaid for the then current

Dividend Period at the rate set forth in Section 3(a) to, but excluding, the date fixed for

redemption (regardless ofwhether any dividends are actually declared for that Dividend Period);

provided that (x) the Issuer (or any successor by Business Combination) has received aggregate

gross proceeds ofnot less than the Minimum Amount (plus the "Minimum Amount" as defined

in the relevant certificate of determination for each other outstanding series ofpreferred stock of

such successor that was originally issued to the United States Department ofthe Treasury (the

"Successor Preferred Stock") in connection with the Troubled Asset Relief Program Capital

Purchase Program) from one or more Qualified Equity Offerings (including Qualified Equity

Offerings ofsuch successor), and (y) the aggregate redemption price ofthe Designated Preferred

Stock (and any Successor Preferred Stock) redeemed pursuant to this paragraph may not exceed

the aggregate net cash proceeds received by the Issuer (or any successor by Business

Combination) from such Qualified Equity Offerings (including Qualified Equity Offerings of

such successor).

The redemption price for any shares ofDesignated Preferred Stock shall be payable on

the redemption date to the holder ofsuch shares against surrender ofthe certificate(s) evidencing

such shares to the Issuer or its agent. Any declared but unpaid dividends for the then current

Dividend Period payable on a redemption date that occurs subsequent to the Dividend Record

Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price

on the redemption date, but rather shall be paid to the holder ofrecord ofthe redeemed shares on

such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3

above.

(b) No Sinking Fund. The Designated Preferred Stock will not be subject to any

mandatory redemption, sinking fund or other similar provisions. Holders ofDesignated Preferred

Stock will have no right to require redemption or repurchase ofany shares ofDesignated

Preferred Stock.

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(c) Notice ofRedemption. Notice of every redemption ofshares ofDesignated

Preferred Stock shall be giveIl. by first class mail, postage prepaid, addressed to the holders of

record ofthe shares to be redeemed at their respective last addresses appearing on the books of

the Issuer. Such mailing shall be at least 30 days and not more than 60 days before the date fixed

for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed

to have been duly given, whether or not the holder receives such notice, but failure duly to give

such notice by mail, or any defect in such notice or in the mailing thereof, to any holder ofshares

o{Designated Preferred Stock designated for redemption shall not affect the validity ofthe

proceedings for the redemption of any other shares ofDesignated Preferred Stock.

Notwithstanding the foregoing, ifshares ofDesignated Preferred Stock are issued in book-entry

form through The Depository Trust Issuer or any other similar facility, notice ofredemption may

be given to the holders ofDesignated Preferred Stock at such time and in any manner permitted

by such facility. Each notice ofredemption given to a holder shall state: (1) the redemption date;

(2) the number ofshares ofDesignated Preferred Stock to be redeemed and, ifless than all the

shares held by such holder are to be redeemed, the number ofsuch shares to be redeemed from

such holder; (3) the redemption price; and (4) the place or places where certificates for such

shares ~e to be surrendered for payment ofthe redemption price.

(d) Partial Redemption. In case of any redemption ofpart ofthe shares ofDesignated

Preferred Stock at the time outstanding, the shares to be redeemed shall be selected eitherpro

rata or in such other manner as the Board ofDirectors or a duly authorized committee thereof

may determine to be fair and equitable. Subject to the provisions hereof, the Board ofDirectors

or a duly authorized committee thereofshall have full power and authority to prescribe the terms

and conditions upon which shares ofDesignated Preferred Stock shall be redeemed from time to

time. Iffewer than all the shares represented by any certificate are redeemed, a new certificate

shall be issued representing the unredeemed shares without charge to the holder thereof.

(e) Effectiveness ofRedemption. Ifnotice ofredemption has been dilly given and if

on or before the redemption date specified in the notice all funds necessary for the redemption

have been deposited by the Issuer, in trust for the pro rata benefit ofthe holders ofthe shares

called for redemption, with a bank or trust company doing business in the Borough of

Manhattan, The City ofNew York, and having a capital and surplus of at least $500 million and

selected by the Board ofDirectors, so as to be and continue to be available solely therefor, then,

notwithstanding that any certificate for any share so called for redemption has not been

surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on

all shares so called for redemption, all shares so called for redemption shall no longer be deemed

outstanding and all rights with respect to such shares shall forthwith on such redemption date

cease and terminate, except only the right ofthe holders thereofto receive the amount payable on

such redemption from such bank or trust company, without interest. Any funds unclaimed at the

end ofthree years from the redemption date shall, to the extent permitted by law, be released to

the Issuer, after which time the holders ofthe shares so called for redemption shall look only to

the Issuer for payment of~e redemption price ofsuch shares.

(f) Status ofRedeemed Shares. Shares ofDesignated Preferred Stock that are

.redeemed, repurchased or otherwise acquired by the Issuer shall revert to authorized but unissued

shares ofPreferred Stock (provided that any such cancelled shares ofDesignated Preferred Stock

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may be reissued only as shares ofany series ofPreferred Stock other than Designated Preferred

Sroc~. .

Section 6. Conversion. Holders ofDesignated Preferred Stock shares shall have no right

to exchange or convert such shares into any other securities.

Section 7. Voting Rights.

(a) General. The holders ofDesignated Preferred Stock shall not have any voting

rights except as set forth below or as otherwise from time to time required by law.

(b) Preferred Stock Directors.. Whenever, at any time or times, dividends payable on

the shares ofDesignated Preferred Stock have not been paid for an aggregate ofsix quarterly

Dividend Periods or more, whether or not consecutive, the holders ofthe Designated Preferred

Stock shall have the right, with holders ofshares of anyone or more other classes or series of

Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors

(hereinafter the "Preferred Directors" and each a "Preferred Director") at the Issuer's next

annual meeting ofstockholders (or at a special meeting called for that purpose prior to such next

annual meeting) and at each subsequent annual meeting ofstockholders until full dividends have

been paid on the Designated Preferred Stock for at least four consecutive Dividend Periods, at

which time such right shall terminate with respect to the Designated Preferred Stock, except as

herein or by law expressly provided, subject to reyesting in the event of each and every

subsequent default ofthe character above mentioned; provided that it shall be a qualification for

election for any Preferred Director that the election ofsuch Preferred Director shall not cause the

Issuer to violate any corporate governance requirements ofany securities exchange or other

trading facility on which securities ofthe Issuer may then be listed or traded that listed or traded

companies must have a majority ofindependent directors. Upon any termination ofthe right of

the holders ofshares ofDesignated Preferred Stock and Voting Parity Stock as a class to vote for

directors as provided above, the Preferred Directors shall cease to be qualified as directors and

the term of office ofall Preferred Directors then in office shall terminate immediately. Any

Preferred Director may be removed at any time, with or without cause, an4 any vacancy created

thereby may be filled, only by the affirmative vote ofthe holders a majority ofthe shares of

Designated Preferred Stock at the time outstanding voting separately as a class together with the

holders ofshares ofVoting Parity Stock, to the extent the voting rights ofsuch holders described

above are then exercisable. Ifthe office of any Preferred Director becomes vacant for any reason

other than removal from office as aforesaid, the remaining Preferred Director may choose a

successor who shall hold office for the unexpired term in respect ofwhich such vacancy

occurred.

(c) Class Voting Rights as to Particular Matters. So long as any shares ofDesignated

Preferred Stock are outstanding, in addition to any other vote or written consent ofstockholders

required by law or by the Charter, the vote or written consent ofthe holders ofat least 66 2/3%

ofthe shares ofDesignated Preferred Stock at the time outstanding, voting as a separate class,

given in person or by proxy, either in writing without a meeting or by vote at any meeting called

for the purpose, shall be necessary for effecting or validating:

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(i) Authorization ofSenior Stock. Any amendment or alteration ofthe

Certificate ofDetennination for the Designated Preferred Stock or the Charter to

authorize or create or increase the authorized amount of, or any issuance of, any shares

of, or any securities convertible into or exchangeable or exercisable for shares of, any

class or series of capital stock ofthe Issuer ranking senior to Designated Preferred Stock

with respect to either or both the payment of dividends and/or the distribution ofassets on

any liquidation, dissolution or winding up ofthe Issuer;

(ii) Amendment ofDesignated Preferred Stock. Any amendment, alteration

or repeal of any provision ofthe Certificate ofDetermination for the Designated

Preferred Stock or the Charter (including, unless no vote on such merger or consolidation

is required by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a

merger, consolidation or otherwise) so as to adversely affect the rights, preferences,

privileges or voting powers ofthe Designated Preferred Stock;

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Subject

to Section 7(c)(iv) below, any consummation ofa binding share exchange or

reclassification involving the Designated Preferred Stock, or of a merger or consolidation

ofthe Issuer with another corporation or other entity, unless in each case (x) the shares of

Designated Preferred Stock remain outstanding or, in the case of any such merger or

consolidation with respect to which the Issuer is not the surviving or resulting entity, are

converted into or exchanged for preference securities ofthe surviving or resulting entity

or its ultimate parent, and (y) such shares remaining outstanding or such preference

securities, as the case may be, have such rights, preferences, privileges and voting

powers, and limitations and restrictions thereof, taken as a whole, as are not materially

less favorable to the holders thereofthan the rights, preferences, privileges and voting

powers, and limitations and restrictions thereof, ofDesignated Preferred Stock

immediately prior to such consummation, taken as a whole; or

(iv) Holding Company Transactions. Any consummation ofa Holding

Comp!\lly Transaction, unless as a result ofthe Holding Company Transaction each share

ofDesignated Preferred Stock shall be converted into or exchanged for one share with an

equal liquidation preference ofpreference securities ofthe Issuer or the Acquiror (the

"Holding Company Preferred Stock"). Any such Holding Company Preferred Stock shall

entitle holders thereofto cumulative dividends from the date ofissuance ofsuch Holding

Company Preferred Stock at a rate per annum equal to the Applicable Dividend Rate on

the amount ofliquidation preference ofsuch stock, and shall have such other rights,

preferences, privileges and voting powers, and limitations and restrictions thereof, taken

as a whole, as are not materially less favorable to the holders thereofthan the rights,

preferences, privileges and voting powers, and limitations and restrictions thereof, of

Designated Preferred Stock immediately prior to such conversion or exchange, taken as a

whole;

provided, however, that for all purposes ofthis Section 7(c), any increase in the amount ofthe

authorized Preferred Stock, including any increase in the authorized amount ofDesignated

Preferred Stock necessary to satisfy preemptive or similar rights granted by the Issuer to other

persons.prior to the Signing Date, or the creation and issuance, or an increase in the authorized or

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issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series

ofPreferred Stock, or any securities convertible into or exchangeable or exercisable for any other

series ofPreferred Stock, ranking equally with and/orjunior to Designated Preferred Stock with

respect to the payment ofdividends (whether such dividends are cumulative or non-cumulative)

and the distribution of assets upon liquidation, dissolution or winding up ofthe Issuer will not be

deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not

require the affirmative vote or consent of, the holders of outstanding shares ofthe Designated

Preferred Stock.

(d) Changes after Provision for Redemption. No vote or consent ofthe holders of

Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the

time when any such vote or consent would otherwise be required pursuant to such Section, all

outstanding shares ofthe Designated Preferred Stock shall have been redeemed, or shall have

been called for redemption upon proper notice and sufficient funds shall have been'deposited in

trust for such redemption, in each case pursuant to Section 5 above.

(e) Procedures for Voting and Consents. The rules and procedures for calling and

conducting any meeting ofthe holders ofDesignated Preferred Stock (including, without'

limitation, the fixing ofa record date in connection therewith), the solicitation and use ofproxies

at such a meeting, the obtaining ofwritten consents and any other aspect or matter with regard to

such a meeting or such consents shall conform to the requirements ofthe Charter, the Bylaws,

and applicable law and the rules of any national securities exchange or other trading facility on

which Designated Preferred Stock is listed or traded at the time.

Section 8. Record Holders. To the fullest extent permitted by applicable law, the Issuer

and the transfer agent for Designated Preferred Stock may deem and treat the record holder of

any share ofDesignated Preferred Stock as the true and lawful owner thereoffor all purposes,

and neither the Issuer nor such transfer agent shall be affected by any notice to the contrary.

Section 9. Notices. All notices or communications in respect ofDesignated Preferred

Stock shall be sufficiently given ifgiven in writing and delivered in person or by first class mail,

postage prepaid, or if given in such other manner as may be permitted in this Certificate of

Determination, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if

shares ofDesignated Preferred Stock are issued in book-entry form tlJrough The Depository

Trust Issuer or any similar facility, such notices may be given to the holders ofDesignated

Preferred Stock in any manner permitted by such facility.

Section 10. No Preemptive Rights. No share ofDesignated Preferred Stock shall have

any rights ofpreemption whatsoever as to any securities ofthe Issuer, or any warrants, rights or

options issued or granted with respect thereto, regardless ofhow such securities, or such

warrants, rights or options, may be designated, issued or granted.

Section 11. Replacement Certificates. The Issuer shall replace any mutilated certificate at

the holder's expense upon surrender ofthat certificate to the Issuer. The Issuer shall replace

certificates that become destroyed, stolen or lost at the holder's expense upon delivery to the

Issuer ofreasonably satisfactory evidence that the certificate has been deStroyed, stolen or lost,

together with any indemnity that may be reasonably required by the Issuer.

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Section 12. Other Rights. The shares ofDesignated Preferred Stock shall not have any

rights, preferences, privileges or voting powers or relative, participating, optional or other special

rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the

Charter or as provided by applicable law.

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095331-0002-l0033-NY02.2690847.9

FORM OF CERTIFICATE OF DESIGNATIONS

FOR WARRANT PREFERRED STOCK

[SEE ATTACHED]

UST455

ANNEXB

UST455
UST455

ANNEXB

FORM OF CERTIFICATE OF DETERMINATION

OF

FIXED RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES [e]

OF

[e]

Pursuant to Section 401 ofthe Corporations Code ofthe State ofCalifornia:

We, [Insert names and titles ofsignatories], of [Insert name of

corporationlbank/banking association] organized under the laws ofthe State ofCalifornia

(hereinafter called the "Issuer"), do hereby certify as follows:

1. On [Insert date], the Board ofDirectors ofthe Issuer adopted a resolution designating

[e] shares ofPreferred Stock as Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series

[e].

2. No shares ofFixed Rate Non-Cumulative Perpetual Preferred Stock, Series [_] have

been issued.

3. Pursuant to the authority conferred upon the Board ofDirectors by the Articles of

Incorporation ofthe Issuer, the following resolution was duly adopted by the Board ofDirectors

on [Insert date] creating the series ofPreferred Stock designated as "Fixed Rate NonCumulative Perpetual Preferred Stock, Series [e]":

RESOLVED, that pursuant to the provisions ofthe Articles ofIncorporation ofthe

Issuer and applicable law, a series ofPreferred Stock ofthe Issuer be and hereby is created, and

that the designation and number ofshares ofsuch series, and the voting and other powers,

preferences and relative, participating, optional or other rights, and the qualifications, limitations

and restrictions thereof, ofthe shares ofsuch series are as follows:

Part 1. Designation and Number of Shares. There is hereby created out ofthe authorized

and unissued shares ofpreferred stock ofthe Issuer a series ofpreferred stock designated as the

"Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series [-]" (the "Designated Preferred

Stock"). The authorized number ofshares ofDesignated Preferred Stock shall be [e].

Part 2. Standard Provisions. The Standard Provisions contained in Exhibit A attached

hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of

this Certificate ofDetermination to the same extent as ifsuch provisions had been set forth in

full herein.

Part. 3. Definitions. The following terms are used in this Certificate ofDetermination

(including the Standard Provisions in Exhibit A hereto) as defmed below:

I

095331·0002·1 tSJ5-NY02.2693644.6

60478953_2.DOC UST455
(a)

Issuer.

UST455

"Common Stock" means the common stock, par value $[e) per share, ofthe

(b) "Dividend Payment Date" means Februaty 15, May 15, August 15 and November

15 of each year.

(c) "Junior Stock" means the Common Stock, [Insert titles ofany existing Junior

Stock) and any other class or series ofstock ofthe Issuer the terms ofwhich expressly provide

that it ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on

liquidation, dissolution or winding up ofthe Issuer.

(d) "Liquidation Amount" means $[1,000)' per share ofDesignated Preferred Stock.

(e) "Minimum Amount" means $ [Insert $ amount equal to 25% ofthe aggregate

value ofthe DesignatedPreferred Stock issued on the OriginalIssue Date).

(f) "Parity Stock" means any class or series ofstock ofthe Issuer (other than

Designated Preferred Stock) the terms ofwhich do not expressly provide that such class or series

will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights

on liquidation, dissolution or winding up ofthe Issuer (in each case without regard to whether

dividends accrue cumulatively or non-cumulatively). Without limiting the foregoing, Parity

Stock shall include the Issuer's UST Preferred Stock [and) [Insert title(s) ofany other classes or

series ofParity Stock).

(g) "Signing Date" means [Insert date ofapplicable securitiespurchase agreement).

(h) "UST Preferred Stock" means the Issuer's Fixed Rate Cumulative Perpetual

Preferred Stock, Series [e).

Part. 4. Certain Voting Matters. [To he inserted ifthe Charterprovidesfor voting in

proportion to liquidation preferences: Whether the vote or consent ofthe holders ofa plurality,

majority or other portion ofthe shares ofDesignated Preferred Stock and any Voting Parity

Stock has been cast or given on any matter on which the holders ofshares ofDesignated

Preferred Stock are entitled to vote shall be determined by the Issuer by reference to the specified

liquidation amount ofthe shares voted or covered by the consent as ifthe Issuer were liquidated

on the record date for such vote or consent, if any, or, in the absence of a record date, on the date

for such vote or consent. For purposes of determining the Yoting rights ofthe holders of

Designated Preferred Stock under Section 7 ofthe Standard Provisions forming part ofthis

Certificate ofDeterrnination, each holder will be entitled to one Yote for each $1,000 of

liquidation preference to which such holder's shares are entitled.) [To he inserted ifthe Charter

does notprovidefor voting in proportion to liquidation preferences: Holders ofshares of

Designated Preferred Stock will be entitled to one vote for each such share on any matter on

I IfIssuer desires to issue shares with a higher dollar amount liquidation preference, liquidation preference

references will be modified accordingly. In such case (in accordance with Section 4.6 ofthe Securities

Purchase Agreement), the issuer will be required to enter into a deposit agreement.

2 095331·0002-IISI5~NY02.2693644.6

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UST455
UST455

which holders ofDesignated Preferred Stock are entitled to vote, including any action by written

consent.)

[Remainder ofPage Intentionally LeftBlank]

095331·0002~1151S~NY02.2693644.6

60478953_2.DOC UST455
UST455

We further declare under penalty ofpeIjury under the laws ofthe State ofCalifornia that

the matters set forth in this certificate are true and correct to their own knowledge.

Date: [e]

Name:

Title:

Name:

Title:

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UST455

.EXHIBIT A

STANDARD PROVISIONS

Section I. General Matters. Each share ofDesignated Preferred Stock shall be identical

in all respects to every other share ofDesignated Preferred Stock. The Designated Preferred

Stock shall be perpetual, subject to the provisions ofSection 5 ofthese Standard Provisions that

form a part ofthe Certificate ofDetermination. The Designated Preferred Stock shall rank

equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of

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

ofthe Issuer.

Section 2. Standard Defmitions. As used herein with respect to Designated Preferred

. Stock:

(a) "Acquiror," in any Holding Company Transaction, means the surviving or

resulting entity or its ultimate parent in the case of a merger or consolidation or the transferee in

the case of a sale, lease or other transfer in one transaction or a series ofrelated transactions of

all or substantially all ofthe consolidated assets ofthe Issuer and its subsidiaries, taken as a.

whole.

(b) "Appropriate Federal Banking Agency" means the "appropriate Federal banking

agency" with respect to the Issuer as defined in Section 3(q) ofthe Federal Deposit Insurance

Act (12 U.S.C. Section 1813(q), or any successor provision.

(c) "Bank Holding Company" means a company registered as such with the Board of

Governors ofthe Federal Reserve System pursuant to 12 U.S.C. §1842 and the regulations ofthe

Board ofGovernors ofthe Federal Reserve System thereunder.

(d) "Business Combination" means a merger, consolidation, statutory share exchange

or similar transaction that requires the approval ofthe Issuer's stockholders.

(e) "Business Day" means any day except Saturday, Sunday and any day on which

banking institutions in the State ofNew York generally are authorized or required by law or

other governmental actions to close.

(f) "Bylaws" means the bylaws ofthe Issuer, as they may be amended from time to

time.

(g) "Certificate ofDetennination" means the Certificate ofDetennination or

comparable instrument relating to the Designated Preferred Stock, ofwhich these Standard

Provisions fonn a part, as it may be amended from time to time.

(h) "Charter" means the Issuer's certificate or articles ofincorporation, articles of

association, or similar organizational document.

(i) "Dividend Period" has the meaning set forth in Section 3(a).

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(j) "Dividend Record Date" has the meaning set forth in Section 3(a).

(k) "Holding Company Preferred Stock" has the meaning set forth in Section 7(c)(iv).

(I) "Holding Company Transaction" means the occurrence of(a) any transaction

(including, without limitation, any acquisition, merger or consolidation) the result ofwhich is

that a "person" or "group" within the meaning of Section l3(d) ofthe Securities Exchange Act of

1934, as amended, (i) becomes the direct or indirect ultimate ''beneficial owner," as defined in

Rule 13d-3 under that Act, ofcommon equity ofthe Issuer representing more than 50% ofthe

voting power ofthe outstanding Common Stock or (ii) is otherwise required to consolidate the

Issuer for purposes of generally accepted accounting principles in the United States, or (b) any

consolidation or merger ofthe Issuer or similar transaction or any sale, lease or other transfer in

one transaction or a series ofrelated transactions of all or substantially all ofthe consolidated

assets ofthe Issuer and its subsidiaries, taken as a whole, to any Person other than one ofthe

Issuer's subsidiaries; provided that, in the case ofeither clause (a) or (b), the Issuer or the

Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

(m) "Liquidation Preference" has the meaning set forth in Section 4(a).

(n) "Original Issue Date" means the date on which shares ofDesignated Preferred

Stock are first issued.

(0) "Person" means a legal person, including any individual, corporation, estate,

partnership, joint venture, association, joint-stock company, limited liability company or trust.

(P) "Preferred Director" has the meaning set forth in Section 7(b).

(q) "Preferred Stock" means any and all series ofpreferred stock ofthe Issuer,

including the Designated Preferred Stock.

(r) "Oualified Equitv Offering" means the sale and issuance for cash by the Issuer to

persons other than the Issuer or any ofits subsidiaries after the Original Issue Date ofshares of

perpetual Preferred Stock, Common Stock or any combination ofsuch stock, that, in each case,

qualify as and may be included in Tier 1 capital ofthe Issuer at the time ofissuance under the

applicable risk-based capital guidelines ofthe Issuer's Appropriate Federal Banking Agency

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

into, or pursuant to financing plans which were publicly announced, on or prior to November 17,

2008).

(s) "Savings and Loan Holding Company" means a company registered as such with

the Office ofThrift Supervision pursuant to 12 U.S.C. §l467(a) and the regulations ofthe Office

ofThrift Supervision promulgated thereunder.

(t) "Standard Provisions" mean these Standard Provisions that form a part ofthe

Certificate ofDeterrnination relating to the Designated Preferred Stock.

(u) "Successor Preferred Stock" has the meaning set forth in Section 5(a).

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(v) "Voting Parity Stock" means, with regard to any matter as to which the holders of

Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) ofthese

Standard Provisions that form a part ofthe Certificate ofDetermination, any and all series of

Parity Stock upon which like voting rights have been conferred and are exercisaJ?le with respect

to such matter.

Section 3. Dividends.

(a) Rate. Holders ofDesignated Preferred Stock shall be entitled to receive, on each

share ofDesignated Preferred Stock if, as and when declared by the Board ofDirectors or any

duly authorized committee ofthe Board ofDirectors, but only out of assets legally available

therefor, non-cumulative cash dividends with respect to each Dividend Period (as defmed below)

at a per annum rate of9.0% on the Liquidation Amount per share ofDesignated Preferred, Stock,

and no more, payable quarterly in arrears on each Dividend Payment Date, commencing with the

fITst such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date.

In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business

Day, the dividend payment due on that date will be postponed to the next day that is a Business

Day and no additional dividends will accrue as a result ofthat postponement. The period from

and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is

a "Dividend Period", provided that the initial Dividend Period shall be the period from and

including the Original Issue Date to, but excluding, the next Dividend Payment Date.

Dividends that are payable on Designated Preferred Stock in respect of any Dividend

Period shall be computed on the basis ofa 360-day year consisting oftwelve 30-day months. The

amount of dividends payable on Designated Preferred Stock on any date prior to the end of a

Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day

year consisting oftwelve 30-day months, and actual days elapsed over a 30-day month.

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date

will be payable to holders ofrecord ofDesignated Preferred Stock as they appear on the stock

register ofthe Issuer on the applicable record date, which shall be the 15th calendar day

immediately preceding such Dividend Payment Date or such other record date fixed by the

Board ofDirectors or any duly authorized committee ofthe Board ofDirectors that is not more

than 60 nor less than 10 days prior to such Dividend Payment Date (each, a "Dividend Record

Date"). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether

or not such day is a Business Day.

Holders ofDesignated Preferred Stock shall not be entitled to any dividends, whether

payable in cash, securities or other property, other than dividends (if any) declared and payable

on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of

the Certificate ofDetermination).

(b) Non~Cumulative. Dividends on shares ofDesignated Preferred Stock shall be

non-cumulative. Ifthe Board ofDirectors or any duly authorized committee ofthe Board of

Directors does not declare a dividend on the Designated Preferred Stock in respect of any

Dividend Period, the holders ofDesignated Preferred Stock shall have no right to receive any

dividend for such Dividend Period, and the Issuer shall have no obligation to pay a dividend for

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such Dividend Period, whether or not dividends are declared for any subsequent Dividend Period

with respect to the Designated Preferred Stock.

(c) Priority ofDividends. So long as any share ofDesignated Preferred Stock

. remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock

or any other shares ofJunior Stock (other than dividends payable solely in shares ofCommon

Stock) or Parity Stock, subject to the immediately following paragraph in the case ofParity

Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly,

purchased, redeemed or otherwise acquired for consideration by the Issuer or any ofits

subsidiaries unless full dividends on all outstanding shares ofDesignated Preferred Stock for the

most recently completed Dividend Period have been or are contemporaneously declared and paid

(or have been declared and a sum sufficient for the payment thereof has been set aside for the

benefit ofthe holders ofshares ofDesignated Preferred Stock on the applicable record date).

The foregoing limitation shall not apply to (i) redemptions, purchases or other acquisitions of

shares ofCommon Stock or other Junior Stock in connection with the administration of any

employee benefit plan in the ordinary course of business and consistent with past practice; (ii)

the acquisition by the Issuer or any ofits subsidiaries ofrecord ownership in Junior Stock or

Parity Stock for the beneficial ownership ofany other persons (other than the Issuer or any ofits

subsidiaries), including as trustees or custodians; and (iii) the exchange or conversion ofJunior

Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the

same or lesser aggregate liquidation amount) or Junior Stock, in each case, solely to the extent

required pursuant to binding contractual agreements entered into prior to the Signing Date or any

subsequent agreementfor the accelerated exercise, settlement or exchange thereoffor Common

Stock.

When dividends are not paid (or declared and a sum sufficient for payment thereofset

aside for the benefit ofthe holders thereof on the applicable record date) on any Dividend

Payment Date (or, in the case ofParity Stock having dividend payment dates different from the

Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to

such Dividend Payment Date) in full upon Designated Preferred Stock and any shares ofParity

Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and

p'ayable on such Dividend Payment Date (or, in the case ofParity Stock having dividend

payment dates different from the Dividend Payment Dates, on a dividend payment date falling

within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so

that the respective amounts ofsuch dividends shall bear the same ratio to each other as all

accrued but unpaid dividends per share on the Designated Preferred Stock and all Parity Stock

payable on such Dividend Payment Date (or, in the case ofParity Stock having dividend

payment dates different from the Dividend Payment Dates, on a dividend payment date falling

within the Dividend Period related to such Dividend Payment Date) (subject to their having been

declared by the Board ofDirectors or a duly authorized committee ofthe Board ofDirectors out

oflegally available funds and including, in the case ofParity Stock that bears cumulative

dividends, all accrued but unpaid dividends) bear to each other. Ifthe Board ofDirectors or a

duly authorized committee ofthe Board ofDirectors determines not to pay any dividend or a full

dividend on a Dividend Payment Date, the Issuer will provide written notice to the holders of

Designated Preferred Stock prior to such Dividend Payment Date.

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Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or

other property) as may be determined by the Board ofDirectors or any duly authorized

committee ofthe Board ofDirectors may be declared and paid on any securities, including

Common Stock and other Junior Stock, from time to time out of any funds legally available for

such payment, and holders ofDesignated Preferred Stock shall not be entitled to participate in

. any such dividends.

Section 4. Liquidation Rights.

(a) VoluntarY or Involuntarv Liquidation. In the event of any liquidation, dissolution

or winding up ofthe affairs ofthe Issuer, whether voluntary or involuntary, holders of

Designated Preferred Stock shall be entitled to receive for each share ofDesignated Preferred

Stock, out ofthe assets ofthe Issuer or proceeds thereof(whether capital or surplus) available for

distribution to stockholders ofthe Issuer, subject to the rights of any creditors ofthe Issuer,

before any distribution ofsuch assets or proceeds is made to or set aside for the holders of

Common Stock and any other stock ofthe Issuer ranking junior to Designated Preferred Stock as

to stich distribution, payment in full in an amount equal to the sum of(i) the Liquidation Amount

per share and (ii) the amount of any declared and unpaid dividends on each such share (such

amounts collectively, the "Liquidation Preference").

(b) Partial Payment. Ifin any distribution described in Section 4(a) above the assets

ofthe Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with respect

to all outstanding shares ofDesignated Preferred Stock and the corresponding amounts payable

with respect of any other stock ofthe Issuer ranking equally with Designated Preferred Stock as

to such distribution, holders ofDesignated Preferred Stock and the holders ofsuch other stock

shall share ratably in any such distribution in proportion to the full respective distributions to

which they are entitled.

(c) Residual Distributions. Ifthe Liquidation Preference has been paid in full to all

holders ofDesignated Preferred Stock and the corresponding amounts payable with respect of

any other stock ofthe Issuer ranking equally with Designated Preferred Stock as to such

distribution has been paid in full, the holders ofother stock ofthe Issuer shall be entitled to

receive all remaining assets ofthe Issuer (or proceeds thereof) according to their respective rights

and preferences.

(d) Merger, Consolidation and Sale ofAssets Not Liquidation. For purposes ofthis

Section 4, the merger or consolidation ofthe Issuer with any other corporation or other entity,

inCluding a merger or consolidation in which the holders ofDesignated Preferred Stock receive

cash, securities or other property for their shares, or the sale, lease or exchange (for cash,

securities or other property) ofall or substantially all ofthe assets ofthe Issuer, shall not

constitute a liquidation, dissolution or winding up ofthe Issuer.

Section 5. Redemption.

(a) Optional Redemption. Except as provided below, the Designated Preferred Stock

may not be redeemed prior to the later of(i) first Dividend Payment Date falling on or after the

third anniversary ofthe Original Issue Date; and (ii) the date on which all outstanding shares of

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UST Preferred Stock have been redeemed, repurchased or otherwise acquired by the Issuer. On

or after the first Dividend Payment Date falling on or after the third anniversary ofthe Original

Issue Date, the Issuer, at its option, subject to the approval ofthe Appropriate Federal Banking

Agency, may redeem, in whole or in part, at any time and from time to time, out offunds legally

available therefor, the shares ofDesignated Preferred Stock at the time outstanding, upon notice

given as provided in Section 5(c) below, at a redemption price equal to the sum of(i) the

Liquidation Amount per share and (ii) except as otherwise provided below, the amount equal to

any declared and unpaid dividends plus any dividends accrued but unpaid for the then current

Dividend Period at the rate set forth in Section 3(a) to, but excluding, the date fixed for

redemption (regardless ofwhether any dividends are actually declared for that Dividend Period).

Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or

after the third anniversary ofthe Original Issue Date, the Issuer, at its option, subject to the

approval ofthe Appropriate Federal Banking Agency and subject to the requirement that ail

outstanding shares ofUST Preferred Stock shaH previously have been redeemed, repurchased or

otherwise acquired by the Issuer, may redeem, in whole or in part, at any time and from time to

time, the shares ofDesignated Preferred Stock at the time outstanding, upon notice given as

provided in Section 5(c) below, at a redemption price equal to the sum of(i) the Liquidation

Amount per share and (ii) except as otherwise provided below, an amount equal to any declared

and unpaid dividends plus any dividends accrued but unpaid for the then current Dividend Period

at the rate set forth in Section 3(a) to, but excluding, the date fixed for redemption (regardless of

whether any dividends are actually declared for that Dividend Period); provided that (x) the

Issuer (or any successor by Business Combination) has received aggregate gross proceeds ofnot

less than the Minimum Amount (plus the "Minimum Amount" as defined in the relevant

certificate ofdetermination for each other outstanding series ofpreferred stock ofsuch successor

that was originaHy issued to the United States Department ofthe Treasury (the "Successor

Preferred Stock") in connection with the Troubled Asset ReliefProgram Capital Purchase

Program) from one or more Qualified Equity Offerings (including Qualified Equity Offerings of

such successor), and (y) the aggregate redemption price ofthe Designated Preferred Stock (and

any Successor Preferred Stock) redeemed pursuant to this paragraph may not exceed the

aggregate net cash proceeds received by the Issuer (or any successor by Business Combination)

from such Qualified Equity Offerings (including Qualified Equity Offerings ofsuch successor).

The redemption price for any shares ofDesignated Preferred Stock shaH be payable on

the redemption date to the holder ofsuch shares against surrender ofthe certificate(s) evidencing

such shares to the Issuer or its agent. Any declared but unpaid dividends for the then current

Dividend Period payable on a redemption date that occurs subsequent to the Dividend Record

Date for a Dividend Period shaH not be paid to the holder entitled to receive the redemption price

on the redemption date, but rather shaH be paid to the holder ofrecord ofthe redeemed shares on

such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3

above.

(b) No Sinking Fund. The Designated Preferred Stock will not be subject to any

mandatory redemption, sinking fund or other similar provisions. Holders ofDesignated Preferred

Stock wiH have no right to require redemption or repurchase of any shares ofDesignated

Preferred Stock.

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(c) Notice ofRedemption. Notice ofevery redemption ofshares ofDesignated

Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of

record ofthe shares to be redeemed at their respective last addresseS appearing on the books of

the Issuer. Such mailing shall be at least 30 days and not more than 60 days before the date fixed

for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed

to have been duly given, whether or not the holder receives such notice, but failure duly to give

such notice by mail, or any defect in such notice or in the mailing thereof, to any holder ofshares

ofDesignated Preferred Stock designated for redemption shall not affect the validity ofthe

proceedings for the redemption ofany other shares ofDesignated Preferred Stock.

Notwithstanding the foregoing, ifshares ofDesignated Preferred Stock are issued in book-entry

form through The Depository Trust Issuer or any other similar facility, notice ofredemption may

be given to the holders ofDesignated Preferred Stock at such time and in any manner permitted

by such facility. Each notice ofredemption given to a holder shall state: (I) the redemption date;

(2) the number ofshares ofDesignated Preferred Stock to be redeemed and, ifless than all the

shares held by such holder are to be redeemed, the number ofsuch shares to be redeemed from

such holder; (3) the redemption price; and (4) the place or places where certificates for such

shares are to be surrendered for payment ofthe redemption price.

(d) Partial Redemption. In case of any redemption ofpart ofthe shares ofDesignated

Preferred Stock at the time outstanding, the shares to be redeemed shall be selected eitherpro

rata or in such other manner as the Board ofDirectors or a duly authorized committee thereof

may determine to be fair and equitable. Subject to the provisions hereof, the Board ofDirectors

or a duly authorized committee thereofshall have full power and authority to prescribe the terms

and conditions upon which shares ofDesignated Preferred Stock shall be redeemed from time to

time. Iffewer than all the shares represented by any certificate are redeemed, a new certificate

shall be issued representing the unredeemed shares without charge to the holder thereof.

(e) Effectiveness ofRedemption. Ifnotice ofredemption has been duly given and if

on or before the redemption date specified in the notice all funds necessary for the redemption

have been deposited by the Issuer, in trust for the pro rata benefit ofthe holders ofthe shares

called for redemption, with a bank or trust company doing business in the Borough of

Manhattan, The City ofNew York, and having a capital and surplus ofat least $500 million and

selected by the BOli!"d ofDirectors, so as to be and continue to be available solely therefor, then,

notwithstanding that any certificate for any share so called for redemption has not been

surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on

all shares so called for redemption, all shares so called for redemption shall no longer be deemed

outstanding and all rights with respect to such shares shall forthwith on such redemption date

cease and terminate, except only the right ofthe holders thereofto receive the amount payable on

such redemption from such bank or trust company, without interest. Any funds unclaimed at the

end ofthree years from the redemption date shall, to the extent permitted by law, be released to

the Issuer, after which time the holders ofthe shares so called for redemption shall look only to

the Issuer for payment ofthe redemption price ofsuch shares.

(f) Status ofRedeemed Shares. Shares ofDesignated Preferred Stock that are

redeemed, repurchased or otherwise acquired by the Issuer shall revert to authorized but unissued

shares ofPreferred Stock (provided that any such cancelled shares ofDesignated Preferred Stock

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may be reissued only as shares of any series ofPreferred Stock other than Designated Preferred

Stock).

Section 6. Conversion. Holders ofDesignated Preferred Stock shares shall have no right

to exchange or convert such shares into any other securities.

Section 7. Voting Rights.

(a) General. The holders ofDesignated Preferred Stock shall not have any voting

rights except as set forth below or as otherwise from time to time required by law.

(b) Preferred Stock Directors.. Whenever, at any time or times, dividends payable on

the shares ofDesignated Preferred Stock have not been paid for an aggregate ofsix quarterly

Dividend Periods or more, whether or not consecutive, the holders ofthe Designated Preferred

Stock shall have the right, with holders ofshares of anyone or more other classes or series of

Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors

(hereinafter the "Preferred Directors" and each a "Preferred Director ") at the Issuer's next

annual meeting ofstockholders (or at a special meeting called for that purpose prior to such next

annual meeting) and at each subsequent annual meeting ofstockholders until full dividends have

been paid on the Designated Preferred Stock for at least four consecutive Dividend Periods, at

which time such right shall terminate with respect to the Designated Preferred Stock, except as

herein or by law expressly provided, subject to revesting in the event of each and every

subsequent default ofthe character above mentioned; provided that it shall be a qualification for

election for any Preferred Director that the election ofsuch Preferred Director shall not cause the

Issuer to violate any corporate governance requirements of any securities exchange or other

trading facility on which securities ofthe Issuer may then be listed or traded that listed or traded

companies must have a majority ofindependent directors. Upon any termination ofthe right of

the holders ofshares ofDesignated Preferred Stock and Voting Parity Stock as a class to vote for

directors as provided above, the Preferred Directors shall cease to be qualified as directors and

the term of office of all Preferred Directors then in office shall terminate immediately. Any

Preferred Director may be removed at any time, with or without cause, and any vacancy created

thereby may be filled, only by the affumative vote ofthe holders a majority ofthe shares of

Designated Preferred Stock at the time outstanding voting separately as a class together with the

holders ofshares ofVoting Parity Stock, to the extent the voting rights ofsuch holders described

above are then exercisable. Ifthe office of any Preferred Director becomes vacant for any reason

other than removal from office as aforesaid, the remaining Preferred Director may choose a

successor who shall hold office for the unexpired term in respect ofwhich such vacancy

occurred.

(c) Class Voting Rights as to Particular Matters. So long as any shares ofDesignated

Preferred Stock are outstanding, in addition to any other vote or written consent ofstockholders

required by law or by the Charter, the vote or written consent ofthe holders of at least 66 2/3%

ofthe shares ofDesignated Preferred Stock at the time outstanding, voting as a separate class,

given in person or by proxy, either in writing without a meeting or by vote at any meeting called

for the purpose, shall be necessary for effecting or validating:

A-8

09533I-DO02-IIS15-NY02.2693644.6

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(i) Authorization ofSenior Stock. Any amendment or alteration ofthe

Certificate ofDetermination for the Designated Preferred Stock or the Charter to

authorize or create or increase the authorized amount of, or any issuance of, any shares

of, or any securities convertible into or exchangeable or exercisable for shares of, any

class or series ofcapital stock ofthe Issuer ranking senior to Designated Preferred Stock

with respect to either or both the payment ofdividends and/or the distribution ofassets on

any liquidation, dissolution or winding up ofthe Issuer;

(ii) Amendment ofDesignated Preferred Stock. Any amendment, alteration

or repeal of any provision ofthe Certificate ofDetermination for the Designated

Preferred Stock or the Charter (including, unless no vote on such merger or consolidation

is required by Section 7(c)(iii) below, any amendment, alteration orrepeal by means ofa

merger, consolidation or otherwis~) so as to adversely affect the rights, preferences,

privileges or voting powers oftlie Designated Preferred Stock;

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Subject

to Section 7(c)(iv) below, any consummation ofa binding share exchange or

reclassification involving the Designated Preferred Stock, or ofa merger or consolidation

ofthe Issuer with another corporation or other entity, unless in each case (x) the shares of

Designated Preferred Stock remiUn outstanding or, in the case ofany such merger or

consolidation with respect to which the Issuer is not the surviving or resulting entity, are

converted into or exchanged for preference securities ofthe survivirlg or resulting entity

or its ultimate parent, and (y) stich shares remaining outstanding or such preference

securities, as the case may be, have such rights, preferences, privileges and voting

powers, and limitations and restrictions thereof, taken as a whole, as are not materially

less favorable to the holders thereofthan the rights, preferences, privileges and voting

powers, and limitations and restrictions thereof, ofDesignated Preferred Stock

immediately prior to such consummation, taken as a whole; or

(iv) Holding Company Transactions. Any consummation of a Holding

Company Transaction, unless as a result ofthe Holding Company Transaction each share

ofDesignated Preferred Stock shall be converted into or exchanged for one share with an

equal liquidation preference ofpreference securities ofthe Issuer or the Acquiror (the

"Holding Company Preferred Stock"). Any such Holding Company Preferred Stock shall

entitle holders thereofto cumulative dividends from the date ofissuance ofsuch Holding

Company Preferred Stock at a per annum rate of9.0% on the amount ofliquidation

preference ofsuch stock, and shall have such other rights, preferences, privileges and

voting powers, and limitations and restrictions thereof, taken as a whole, as are not

materially less favorable to the holders thereofthan the rights, preferences, privileges and

voting powers, and limitations and restrictions thereof, ofDesignated Preferred Stock

immediately prior to such conversion or exchange, taken as a whole;

provided, however, that for all purposes ofthis Section 7(c), any increase in the amount ofthe

authorized Preferred Stock, including any increase in the authorized amount ofDesignated

Preferred Stock necessary to satisfy preemptive or similar rights granted by the Issuer to other

persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or

issued amount, whether pursuant to preemptive or similar rights or otherwise, ofany other series

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CA fonn COD· private (warrant preferred· noncumulative) UST455
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ofPreferred Stock, or any securities convertible into or exchangeable or exercisable for any other

series ofPreferred Stock, ranking equally with and/or junior to Designated Preferred Stock with

respect to the payment ofdiviclends (whether such dividends are cumulative or non-cumulative)

and the distribution of assets upon liquidation, dissolution or winding up ofthe Issuer will not be

deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not

require the affirmative vote or consent of, the holders ofoutstanding shares ofthe Designated

Preferred Stock. .

(d) Changes after Provision for Redemption. No vote or consent ofthe holders of

Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the

time when any such vote or consent would otherwise be required pursuant to such Section, all

outstanding shares ofthe Designated Preferred Stock shall have been redeemed, or shall have

been called for redemption upon proper notice and sufficient funds shall have been deposited in

trust for such redemption, in each case pursuant to Section 5 above. .

(e) Procedures for Voting and Consents. The rules and procedures for caIling and

conducting any meeting ofthe holders ofDesignated Preferred Stock (including, without

limitation, the fixing of a record date in connection therewith), the solicitation and use ofproxies

at such a meeting, the obtaining ofwritten consents and any other aspect or matter with regard to

such a meeting or.such consents shall conform to the requirements ofthe Charter, the Bylaws,

and applicable law and the rules of any national securities exchange or other trading facility on

which Designated Preferred Stock is listed or traded at the time.

Section 8. Record Holders. To the fullest extent permitted by applicable law, the Issuer

and the transfer agent for Designated Preferred Stock may deem and treat the record holder of

any share ofDesignated Preferred Stock as the true and lawful owner thereoffor all purposes,

and neither the Issuer nor such transfer agent shall be affected by any notice to the contrary.

Section 9. Notices. All notices or communications in respect ofDesignated Preferred

Stock shall be sufficiently given if given in writing and delivered in person or by first class mail,.

postage prepaid, or if given in such other manner as may be permitted in this Certificate of

Determination, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if

shares ofDesignated Preferred Stock are issued in book-entry form through The Depository

Trust Issuer or any similar facility, such notices may be given to the holders ofDesignated

Preferred Stock in any manner permitted by such facility.

Section 10. No Preemptive Rights. No share ofDesignated Preferred Stock shall have

any rights ofpreemption whatsoever as to any securities ofthe Issuer, or any warrants, rights or

options issued or granted with respect thereto, regardless ofhow such securities, or such

warrants, rights or options, may be designated, issued or granted.

Section 11. Replacement Certificates. The Issuer shall replace any mutilated certificate at

the holder's expense upon surrender ofthat certificate to the Issuer. The Issuer shall replace

certificates that become destroyed, stolen or lost at the holder'S expense upon delivery to the

Issuer ofreasonably satisfactory evidence that the certificate has been destroyed, stolen or lost,

together with any indemnity that may be reasonably required by the Issuer.

A-IO

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Section 12. Other Rights. The shares ofDesignated Preferred Stock shall not have any

rights, preferences, privileges or voting powers or relative, participating, optional or other special

rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the

Charter or as provided by applicable law.

A-ll

09533I-GO02-1ISIS-NY02.2693644.6

CA form COD- private (warrant preferred - noncumulative) UST455
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ANNEXC

FORM OF WAIVER

In consideration for the benefits I will receive as a result ofmy employer's participation in the

United States Department oftheTreasury's TARP Capital Purchase Program, I hereby

voluntarily waive any claim against the United States or my employer for any changes to my

compensation or benefits that are required to comply with the regulation issued by the

Department ofthe Treasury as published in the Federal Register on October 20, 2008.

I acknowledge that this regulation may require modification ofthe compensation, bonus,

incentive and other benefit plans, arrangements, policies and agreements (including so-called

"golden parachute" agreements) that I have with my employer or in which I participate as they

relate to the period the United States holds any equity or debt securities ofmy employer acquired

through the TARP Capital Purchase Program.

This waiver includes all claims I may have under the laws ofthe United States or any state

related to the requirements imposed by.the aforementioned regulation, including without

limitation a claim for any compensation or other payments I would otherwise receive, any

challenge to the process by which this regulation was adopted and any tort or constitutional

claim about the effect ofthese regulations on my employment relationship.

095331-0002-10033·NY02.2690847.9

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ANNEXD

FORM OF OPINION

(a) The Company'has heen duly incorporated and is validly existing as a corporation

in good standing under the laws ofthe state ofits incorporation.

(b) The Preferred Shares have been duly and validly authorized, and, when issued and

delivered pursuant to the Agreement, the Preferred Shares will be duly and validly issued and

fully paid and non-assessable, will not be issued in violation ofany preemptive rights, and will

rank pari passu with or senior to all other series or classes ofPreferred Stock issued on the

Closing Date with respect to the payment ofdividends and the distribution of assets in the event

ofany dissolution, liquidation or winding up ofthe Company.

(c) The Warrant has been duly authorized and, when executed and delivered as

contemplated by the Agreement, will constitute a valid and legally binding obligation ofthe

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 ofwhether such enforceability is considered in a proceeding at law or in equity.

(d) The shares ofWarrant Preferred Stock issuable upon exercise ofthe Warrant have

been duly authorized and reserved for issuance upon exercise ofthe Warrant and when so issued

in accordance with the terms ofthe Warrant will be validly issued, fully paid and non-assessable,

and will rank pari passu with or senior to all other series or classes ofPreferred Stock, whether

or not issued or outstanding, with respect to the payment of dividends and the distribution of

assets in the event of any dissolution, liquidation or winding up Ofthe Company.

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

Agreement and the Warrant and to carry out its obligations thereunder (which includes the

issuance ofthe Preferred Shares, Warrant and Warrant Shares).

(f) The execution, delivery and performance by the Company ofthe Agreement and

the Warrant and the consummation ofthe transactions contemplated thereby have been duly

authorized by all necessary corporate action on the part ofthe Company and its stockholders, and

no further approval or authorization is required on the part ofthe Company.

(g) The Agreement is a valid and binding obligation ofthe 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 ofcreditors, rights generally and general equitable principles, regardless ofwhether

such enforceability is considered in a proceeding at law or in equity; provided, however, such

counsel need express no opinion with respect to Section 4.5(h) or the severability provisions of

the Agreement insofar as Section 4.5(h) is concerned. .

09S~31-0002~ I0033·NY02.2690847.9

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09S331·0002·!0033·NY02.2690847.9

FORM OF WARRANT

[SEE ATTACHED]

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ANNEXE

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ANNEXE

FORM OF WARRANT TO PURCHASE PREFERRED STOCK

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN

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

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

OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT

RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE

SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION

UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO

THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES

PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE

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

ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE

SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID

AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID

AGREEMENT WILL BE VOID.

WARRANT

to purchase

Shares of Preferred Stock

of _

Issue Date: _

I. Definitions. Unless the context otherwise requires, when used herein the

following terms shall have the meanings indicated.

"Board ofDirectors" means the board of directors ofthe Company, including any duly

authorized committee thereof.

"business day" means any day except Saturday, Sunday and any day on which banking

institutions in the State ofNew York generally are authorized or required by law or other

governmental actions to close.

"Charter" means, with respect to any Person, its certificate or articles ofincorporation,

articles of association, or similar organizational document.

"Company" means the Person whose name, corporate or other organizational fonn and

jurisdiction of organization is set forth in Item I ofSchedule A hereto.

09S331-0002~I0879·NY02.2593630A

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"Exchange Act' means the Securities Exchange Act of 1934, as amended, or any

successor statute, and the rules and regulations promulgated thereunder.

"Exercise Price" means the amount set forth in Item 2 ofSchedule A hereto.

"Expiration Time" has the meaning set forth in Section 3.

"Issue Date" means the date set forth in Item 3 ofSchedule A hereto.

"Liquidation Amount" means the amount set forth in Item 4 of Schedule A hereto.

"Original Warrantholder" means the United States Department ofthe Treasury. Any

actions specified to be tak~ by the Original Warrantholder hereunder may only be taken by such

Person and not by any other Warrantholder. '

"Person" has the meaning given to it in Section 3(a)(9) ofthe Exchange Act and as used

in Sections 13(d)(3) and l4(d)(2) ofthe Exchange Act.

"Preferred Stoclt' means the series ofperpetual preferred stock set forth in Item 5 of '

Schedule A hereto.

"Purchase Agreement" means the Securities Purchase Agreement - Standard Terms

incorporated into the Letter Agreement, dated as ofthe date set forth in Item 6 ofSchedule A

hereto, as amended from time to time, between the Company and the United States Department

ofthe Treasury (the "Letter Agreement"), including all annexes and schedules thereto.

"Regulatory Approvals" with respect to the Warrantholder, means, to the extent

applicable and required to permit the Warrantholder to exercise this Warrant for shares of

Preferred Stock and to own such Preferred Stock without the Warrantholder being in violation of

applicable law, rule or regulation, the receipt of any necessary approvals and authorizations of,

filings and registrations with, notifications to, or expiration or termination ofany applicable

waiting period under, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,

and the rules and regulations thereunder.

"SEC' means the U.S. Securities and Exchange Commission. '

"Securities Act" means the Securities Act of 1933, as amended, or any successor statute,

and the rules and regulations promulgated thereunder.

"Shares" has the meaning set forth in Section 2.

"Warrantholder" has the meaning set forth in Section 2.

"Warrant" means this Warrant, issued pursuant to the Purchase Agreement.

2. Number ofShares: Exercise Price. This certifies that, for value received, the

United States Department ofthe Treasury or its permitted assigns (the "Warrantholder") is

entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from the

2

09S331...()OO2·I0879·NY02.2693630.4

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Company, in whole or in part, after the receipt ofall applicable Regulatory Approvals, ifany, up

to an aggregate ofthe number offully paid and nonassessable shares ofPreferred Stock set forth

in Item 7 ofSchedule A hereto (the "Shares"), at a purchase price per share ofPreferred Stock

equal to the Exercise Price.

3. Exercise ofWarrant; Term. Subject to Section 2, to the extent permitted by

applicable laws and regulations, the right to purchase the Shares represented by this Warrant is

exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the

execution and delivery ofthis Warrant by the Company on the date hereof, but in no event later

than 5:00 p.m., New York City time on the tenth anniversary ofthe Issue Date (the "Expiration

Time"), by (A) the surrender ofthis Warrant and Notice ofExercise annexed hereto, duly .

completed and executed on behalfofthe Warrantholder, at the principal executive office ofthe

Company located at the address set forth in Item 8 ofSchedule A hereto (or such other' office or

agency ofthe Company in the United States as it may designate by notice in writing to the

Warrantholder at the address ofthe Warrantholder appearing on the books ofthe Company), and

(B) payment ofthe Exercise Price for the Shares thereby purchased, by having the Cl,lmpany

withhold, from the shares of Preferred Stock that would otherwise be delivered to the

Warrantholder upon such exercise, shares ofPreferred Stock issuable upon exercise ofthe

Warrant with an aggregate Liquidation-Amount equal in value to the aggregate Exercise Price as

to which this Warrant is so exercised.

Ifthe Warrantholder does not exercise this Warrant in its entirety, the

Warrantholder will be entitled to receive from the Company within a reasonable time, and in any

event not exceeding three business days, a new warrant in substantially identical form for the

purchase ofthat number of Shares equal to the difference between the number ofShares subject

to this Warrant and the number of Shares as to which this Warrant is so exercised.

Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby

acknowledges and agrees that its exercise ofthis Warrant for Shares issubject to the condition

that the-Warrantholder wiII have first received any applicable Regulatory Approvals.

4. Issuance ofShares: Authorization. Certificates for Shares issued upon exercise of

this Warrant wiII be issued in such name or names as the Warrantholder may designate and will

be delivered to such named Person or Persons within a reasonable time, not to exceed three

business days after the date on which this Warrant has been duly exercised in accordance with

the terms ofthis Warrant. The Company hereby represents and warrants that any Shares issued

upon the exercise ofthis Warrant in accordance with the provisions ofSection 3 will be duly and

validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and

charges (other than liens or charges created by the Warrantholder, income and franchise taxes

incurred in connection with the exercise ofthe Warrant or taxes in respect ofany transfer

occurring contemporaneously therewith). The Company agrees that the Shares so issued wiII be

deemed to have been issued to the Warrantholder as ofthe close ofbusiness on the date on which

this Warrant and payment ofthe Exercise Price are delivered to the Company in accordance with

the terms ofthis Warrant, notwithstanding that the stock transfer books ofthe Company may

then be closed or certificates representing such Shares may not be actually delivered on such

date. The Company will at all times reserve and keep available, out ofits authorized but

unissued preferred stock, solely for the purpose ofproviding for the exercise ofthis Warrant, the

aggregate number ofshares ofPreferred Stock then issuable upon exercise ofthis Warrant at any

3

095331-0002-10B79-NY02.2693630.4

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time. The Company will use reasonable best efforts to ensure that the Shares may be issued

without violation of any applicable law or regulation or of any requirement ofany securities

exchange on which the Shares are listed or traded.

5. No Rights as Stockholders: Transfer Books. This Warrant does not entitle the

Warrantholder to any voting rights or other rights as a stockholder ofthe Company prior to the

date ofexercise hereof. The Company will at no time close its transfer books against transfer of

this Warrant in any manner which interferes with the timely exercise ofthis Warrant.

6. Charges, Taxes and Expenses, Issuance of certificates for Shares to the

Warrantholder upon the exercise ofthis Warrant shall be made without charge to the

Warrantholder for any issue or transfer tax or other incidental expense in respect ofthe issuance

ofsuch certificates, all of which taxes and expenses shall be paid by the Company.

7. TraIlSferfJ\ssigrugaent.

(J\) Subject to compliance with clause (B) ofthis Section 7, this Warrant and all rights

hereunder are transferable, in whole or in part, upon the books ofthe Company by the registered

holder hereofin person or by duly authorized attorney, and a new warrant shall be made and

delivered by the Company, ofthe same tenor and date as this Warrant but registered in the name

of one or more transferees, upon surrender ofthis Warrant, duly endorsed, to the office or agency

ofthe Company described in Section 3. J\ll expenses (other than stock transfer taxes) and other

charges payable in connection with the preparation, execution and delivery ofthe new warrants

pursuant to this Section 7 shall be paid by the Company.

(B) The transfer ofthe Warrant and the Shares issued upon exercise ofthe Warrant

are subject to the restrictions set forth in Section 4.4 ofthe Purchase J\greement. Ifand for so

long as required by the Purchase Agreement, this Warrant shall contain the legends as set forth in

Section 4.2(a) ofthe Purchase Agreement.

8. Exchange and Registry ofWarrant. This Warrant is exchangeable, upon the

surrender hereof by the Warrantholder to the Company, for a new warrant or warrants oflike

tenor and representing the right to purchase the same aggregate number ofShares. The

Company shall maintain a registry showing the name and address ofthe Warrantholder as the

registered holder ofthis Warrant. This Warrant may be surrendered for exchange or exercise in

accordance with its terms, at the office ofthe Company, and the Company shall be entitled to

rely in all respects, prior to written notice to the contrary, upon such registry.

9. Loss, Theft. Destruction or Mutilation ofWarrant. Upon receipt by the Company

ofevidence reasonably satisfactory to it ofthe loss, theft, destruction or mutilation ofthis

Warrant, and in the case of any such loss, theft or destruction, upon receipt of a bond, indemnity

or security reasonably satisfactory to the Company, .or, in the case ofany such mutilation, upon

surrender and cancellation ofthis Warrant, the Company shall make and deliver, in lieu ofsuch

lost, stolen, destroyed or mutilated Warrant, a new Warrant oflike tenor and representing the

right to purchase the same aggregate number ofShares as provided for in such lost, stolen,

destroyed or mutilated Warrant.

4

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10. Saturdays. Sundays. Holidays. etc. Ifthe last or appointed day for the taking of

any action or the expiration ofany right required or granted herein shall not be a business day,

then such action may be taken or such right may be exercised on the next succeeding day that is

a business day.

II. Rille 144lnformation. The Company covenants that it will use its reasonable best

efforts to timely file all reports and other documents required to be filed by it under the

Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC

thereunder (or, ifthe Company is not required to file such reports, it will, upon the request ofany

Warrantholder, make publicly available such information as necessary to permit sales pursuant to

Rule 144 under the Securities Act), and it will use reasonable best efforts to take such further

action as any Warrantholder may reasonably request, in each case to the extent required from

time to time to enable such holder to, ifpermitted by the terms ofthis Warrant and the Purchase

Agreement, sell this Warrant without registration under the Securities Act within the limitation

ofthe exemptions provided by (A) Rule 144 under the Securities Act, as such rule may be

amended from time to time, or (B) any successor rule or regulation hereafter adopted by the

SEC. Upon the written request ofany Warrantholder, the Company will deliver to such

Warrantholder a written statement that it has complied with such requirements.

12. Adjustments and Other Rights. For so long as the Original Warrantholder holds

this Warrant or any portion thereof, ifany event occurs that, in the good faith judgment ofthe

Board ofDirectors ofthe Company, would require adjustment ofthe Exercise Price or number of

Shares into which this Warrant is exercisable in order to fairly and adequately protect the

purchase rights ofthe Warrants in accordance with the essential intent and principles ofthe

Purchase Agreement and this Warrant, then the Board ofDirectors shall make such adjustments

in the application ofsuch provisions, in accordance with such essential intent and principles, as

shall be reasonably necessary, in the good faith opinion ofthe Board ofDirectors, to protect such

purchase rights as aforesaid.

Whenever the Exercise Price or the number of Shares into which this Warrant is

exercisable shall be adjusted as provided in this Section 12, the Company shall forthwith file at

the principal office ofthe Company a statement showing in reasonable detail the facts requiring

such adjustment and the Exercise Price that shall be in effect and the number ofShares into

which this Warrant shall be.exercisable after such adjustment, and the Company shall also cause

a copy ofsuch statement to be sent by mail, first class postage prepaid, to each Warrantholder at

the address appearing in the Company's records.

13. No Impairment. The Company will not, by amendment ofits Charter or through

any reorganization, transfer ofassets, consolidation, merger, dissolution, issue or sale of

securities or any other voluntary action, avoid or seek to avoid the observance or performance of

any ofthe terms to be observed or performed hereunder by the Company, but will at all times in

good faith assist in the carrying out ofall the provisions ofthis Warrant and in taking of all such

action as may be necessary or appropriate in order to protect the rights ofthe Warrantholder.

14. Governing Law. This Warrant will be governed by and construed in accordance

with the federal law ofthe United States if and to the extent such law is applicable, and

otherwise in accordance with the laws ofthe State ofNew York applicable to contracts made and

5

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to be performed entirely within such State. Each ofthe Company and the Warrantholder agrees

(a) to submit to the exclusive jurisdiction and venue ofthe United States District Court for the

District ofColumbia for any civil action, suit or proceeding arising out ofor relating to this

Warrant or the transactions contemplated hereby, and (b) that notice may be served upon the

Company at the address in Section 17 below and upon the Warrantholder at the address for the

Warrantholder set forth in the registry maintained by the-Company pursuant to Section 8 hereof.

To the extent permitted by applicable law, each ofthe Company and the Warrantholder hereby

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

Warrant or the transactions contemplated hereby or thereby.

15. Binding Effect. This Warrant shall be binding upon any successors or assigns of

the Company.

16. Amendments. This Warrant may be amended and the observance of any term of

this Warrant may be waived only with the written consent ofthe Company and the

Warrantholder.

17. 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 deliv~ry if delivered personally, or by facsimile, upon confirmation ofreceipt, or (b) on

the second business day following the date of dispatch if delivered by a recognized next day

courier service. All notices hereunder shall be delivered as set forth in Item 9 of Schedule A

hereto, or pursuant to such other instructions as may be designated in writing by the party to

receive such notice.

18. Entire Agreement. This Warrant, the forms attached hereto and Schedule A

hereto (the terms ofwhich are incorporated by reference herein), and the Letter Agreement

(including all documents incorporated therein), contain the entire agreement between the parties

with respect to the subject matter hereof and supersede all prior and contemporaneous

arrangements or undertakings with respect thereto.

[Remainder a/page intentionally left blank]

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[Form ofNotice ofExercise]

Date: _

TO: [Company]

RE: Election to Purchase Preferred Stock

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby

agrees to subscribe for and purchase such number ofshares ofPreferred Stock covered by the

Warrant such that after giving effect to an exercise pursuant to Section 3(B) ofthe Warrant, the

undersigned will receive the net number ofshares ofPreferred Stock set forth below. The

undersigned, in accordance with Section'3 ofthe Warrant, hereby agrees to pay the aggregate

Exercise Price for such shares ofPreferred Stock in the manner set forth in Section 3(B) ofthe

Warrant.

Number ofShares ofPreferred Stock: I

The undersigned agrees that it is exercising the attached Warrant in full and that, upon

receipt by the undersigned ofthe number ofshares ofPreferred Stock set forth above, such

Warrant shall be deemed to be cancelled and surrendered to the Company.

Holder: _

By:

Name: _

Title:

1. Number ofshares to be received by the undersigned upon exercise ofthe attached Warrant pursuant to

Section 3(B) thereof.

7

09S331-QOO2-I0879-NYOU693630A

UST455
UST455

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by

a duly authorized officer.

Dated: _

COMPANY: _

By:

Name:

Title:

Attest:

By:

Name:

Title:

[Signature Page to Warrant]

8

09S331-C!002·!0879-NY02.2693630A

UST455
UST455

SCHEDULE A

Item 1

Name:

Corporate or other organizational form:

Jurisdiction oforganization:

Item 2

Exercise Price:2

Item 3

Issue Date:

Item 4

Liquidation Amount:

Item 5

Series ofPerpetual Preferred Stock:

Item 6

Date ofLetter Agreement between the Company and the United States Department ofthe

Treasury:

Item 7

Number ofshares ofPreferred Stock:3

Item 8

Company's address:

Item 9

Notice information:

2 $0.01 per share orsuch greater amount as the Charter may require as the par value ofthe Preferred Stock.

The initial number ofshares ofPreferred Stock for which this Warrant is exercisable shall include the

number ofshares required to effect the cashless exercise pursuant to Section 3(B) ofthis Warrant (e.g.,

such number ofshares ofPreferred Stock having an aggregate Liquidation Amount equal in value to the

aggregate Exercise Price) such that, following exercise ofthis Warrant and payment ofthe Exercise Price

in accordance with such Section 3(B), the net number ofshares ofPreferred Stock delivered to the

Warrantholder (and rounded to the nearest whole share) would have an aggregate Liquidation Amount

equal to 5% ofthe aggregate amount invested by the United States Department ofthe Treasury on the

investment date. .

09S331..QO02-10879-NY02.2693630.4

UST455
UST455

SCHEDULE A

ADDITIONAL TERMS AND CONDITIONS

Company Infonnation:

Name ofthe Company:

Corporate or other organizational fonn:

Jurisdiction of Organization:

Appropriate Federal Banking Agency:

Notice Infonnation:

Tenns ofthe Purchase:

Series of Preferred Stock Purchased:

Per Share Liquidation Preference of Preferred Stock:

Number ofShares of Preferred Stock Purchased:

Dividend Payment Dates on the Preferred Stock:

Series ofWarrant Preferred Stock:

Number ofWarrant Shares:

Number of Net Warrant Shares (after net settlement):

Exercise Price ofthe Warrant:

Purchase Price:

Closing:

Location ofClosing:

Time ofClosing:

Date ofClosing:

I" Enterprise Bank

Corporation

California

Federal Deposit Insurance Corporation

E. Allen Nicholson

Senior Vice President

and Chief Financial Officer

I" Enterprise Bank

818 West 7th Street, Suite 220

Los Angeles, California 90017

Fixed Rate Non-Cumulative Perpetual

Preferred Stock, Series C

$1,000

6,000

February IS, May IS, August IS, November IS

n/a

n/a

nla

n/a

$6,000,000

To be mutually agreed upon by the Parties.

9:00 A.M. Eastern Standard Time

December II, 2009

3065.003/314811.2 4 UST455
Wire Information for Closing: ABA Number:

Bank:

Account Name:

Account Number:

Beneficiary:

1I!!!iseBank

_eBank

1 EnterprIse Bank

UST455

Contact for Confirmation of

Wire Information:

3065.003/314811.2

Primary Contact:

Secondary Contact:

1" Enterprise Bank

818 West 7th Street, Suite 220

Los Angeles, California 90017

5 UST455
CAPITALIZATION

Capitalization Date:

Common Stock

Par value:

Total Authorized:

Outstanding:

Subject to warrants, options, convertible securities, etc.:

Reserved for benefit plans and other issuances:

Remaining authorized but unissued:

Shares issued after Capitalization Date (other than pursuant

to warrants, options, convertible securities, etc. as set forth

above):

November 30, 2009

Without par value

20,000,000 shares

2,788,450 shares

754,560 shares

36,490 shares

16,420,500 shares

None

UST455

SCHEDULEB

Preferred Stock

Par value:

Total Authorized:

Outstanding (by series):

Reserved for issuance:

Remaining authorized but unissued:

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

None

Without par value

10,000,000 shares

4,400 - Series A

220 - Series B

o

9,995,380 shares

Primary Address

N/A

3065.003/314811.2 6 UST455
UST455

SCHEDULEC

LITIGATION

List any exceptions to the representation and warranty in Section 2.2(1) ofthe Securities

Purchase Agreement - Standard Terms.

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

3065.003/314811.2 7 UST455
UST455

SCHEDULED

COMPLIANCE WITH LAWS

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

ofthe Securities Purchase Agreement - Standard Terms.

If none, please so indicate by checking the box: IJ9.

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

the Securities Purchase Agreement - Standard Terms.

If none, please so indicate by checking the box: IJ9.

3065.003/314811.2 8 UST455
UST455

SCHEDULEE

REGULATORY AGREEMENTS

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

Purchase Agreement - Standard Terms.

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

3065.003/314811.2 9 UST455
UST455

SCHEDULEF

COMPANY FINANCIAL STATEMENTS

The Company financial statements for the quarters ended March 31, June 30, and September 30,

2009 are attached.

3065.003/314811.2 10 UST455
1st Enterprise Bank

Legal TItle of Bank

Los Angeles

FFIEC 041

Page RH

I 5

aty

CA 90017-3449

State

FDIC Certificate Number: 58321

Zip Code.

Consolidated Report of Income

for the period January 1, 2009 - March 31, 2009

All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars.

2.a.2.a

2.a.2.b

2.a.2.c

2.a.l

2.b

2.c

1.a.1.a

1.a.1.b

1.a.2

1.a.3.a

6 1.a.3.b

0 1.a.4

0 1.a.5

1,407 1.a.6

0 1.b

72 1.c

1.d.l

1.d.2

188 1.d.3

0 1.e

3 1.f

(10) 1.g

2,599 1.h

Dollar Amounts in Thousands

Schedule RI-Income Statement

1. Interest Income:

a. Interest and fee income on loans:

(1) Loans secured by real estate:

(a) Loans secured by 1-4 family residential propertles~ +=,+ --;~

(b) All other loans secured by real estate: +:::=~---__:~

(2) Commercial and industrial loans' _

(3) Loans to individuals for household, family, and other personal

expenditures:

(a) Credit cards _

(b) other (includes single payment, Installment, all student

loans, and revolving credit plans other than credit cards) +=B4.::B::6+ -"l

(4) Loans to foreign governments and official institutions' f..:;4::.0S~6~----~

(5) All other loans (1) ~4:;05:::8+--_;__;_;:~

(6) Total Interest and fee income on loans (sum of Items 1.a.(l)(a) through 1.a.(5)) -+..:4::.0,,1O+ .:..c.:~

b. Income from lease financing receivables 1_4::O:::: 65'+ -="!

c. Interest income on balances due from depository institutions (2) 4115

d. Interest and dividend income on securities:

(1) U.S. Treasury securities and U.S. Government agency obligations

(excluding mortgage-backed securllies) f~~----~

(2) Mortgage-backed securilies _

(3) All other securities (includes securities issued by states and

political subdivisions in the U.S.) ~1_4:.:0::.60=+----~

e. Interest income from trading assets +40=69+

f. Interest income on federal funds sold and securities purchased under agreements to resell' --+..:4:;02::0+----,-;ci-1

g. Other interest income 1_4::S.::18'+ """'~

h. Total interest income (sum of items 1.a.(6) through 1.g) 4107

2. Interest expense:

a. Interest on deposits:

(1) Transaction accounts (NOW accounts, ATS accounts, and

telephone and preauthorized transfer accounts) _

(2) Nantransactian accounts:

(a) Savings deposits (includes MMDAs) +'=+ -'~

(b) Time deposits of $100,000 or more -------------------..J."~+----~ (c) TIme deposits of less than $100,000, --1

b. Expense of federal funds purchased and securities sold

under agreements to repurchas€ t-"=+- -"I

c. Interest on trading liabilities and other borrowed money -L~::.J. _.:J

(1) Includes interest and fee Income on "Loans to depository institutions and acceptances of other banks," "Loans to finance

agricultural production and other loans to farmers,ll "'Obligations (other than securities and leases) of states and political

subdivisions in the U.S.," and "Other loans."

(2) Includes interest income on time certificates of deposit not held for trading.
1st Enterprise Bank

Legailltle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RI-2

I 6

139 5.m

0 6.a

0 6.b

7.a

7.b

7.c.1

7.c.2

7.d

4093 2,403 7.e

100 8

(11 ) 9

111 10

0 11

111 12

0 13

111 14

2,396 3

32 4

5.a

5.b

5.C

5.d.1

eB68 0 5.d.2

eB87 0 5.d.3

086 0 5.d.4

087 0 5.d.5

B491 0 5.e

B492 0 5.1

8493 0 5.g

Dollar Amounts in Thousands

Schedule RI-Continued

2. Interest expense (continued):

d. Interest on subordInated notes and debenturesi-:-~::- ~~-+~~f-- -:;;~

e. Total interest expense (sum of items 2.a through 2.d) _

3. Net interest income (item l.h minus 2.e)' _

4. Provision for loan and lease 105585 _

s. Noninterest income:

a, Income from fiduciary activities (1), +-:=+

b. Service charges on deposit accounts, -,-_f-::;':::-f- --':;;J

c. Trading revenue (2):-:_-;-__---:::--:--:- -j~;;..+-----~

d. (1) Fees and commissions from securities brokerage -----------1

(2) Investment banking, advisory, and underwriting fees and

commissions -:--:-_:-__-,- -I~:;..j-----~

(3) Fees and commissions from annuity sales +:=+ .....:~

(4) Underwriting income from insurance and reinsurance activities --------1f-::=-1-----~

(5) Income from other insurance activities --------------+:':::::+------;'1

e. Venture capital revenue ~~+----___.;j

f. Net servicing fees, +:'=:+-----~

g. Net securitization income _

h. Not applicable

i. Net gains (losses) on sales of loans and leases__-,- +::.;;:~-----:;j

j. Net gains (losses) on sales of other real estate owned --f.,::.:.::;...l- ...;l

k. Net gains (losses) on sales of other assets (exclUding securities) +.'=;+----~

I. Other naninterest income* _

m. Total noninterest Income (sum of items 5.a through 5.1), _

6. a. Realized gains (losses) on held-to-maturity securities, _

b. Realized gains (losses) on available-for-sale securities, _

7. Nonfnterest expense:

a. Salaries and employee benefits, _

b. Expenses of premises and fixed assets (net ofrental income)

(excluding salaries and employee benefits and mortgage interest)' I-;:::;;-+- -==::;j c. (1) Goodwillimpainment losses, _

(2) Amortization expense and impairment losses for

other intangible assets;:- -+-::;~----d

d. other noninterest expense* _

e, Total noninterest expense (sum of items 7.a through 7.d) _

8. Income (loss) before income taxes and extraordinary items and other

adjustments (item 3 plus or minus items 4, S.m, 6.a, G.b, and 7.e)' _

9. Applicable income taxes {on Item 8),

10. Income (loss) before extraordinary items and other adjustments

(item 8 minus item 9) _

11. ExtraordinalY items and other adjustments, net of income taxes* _

12. Net income (I05S) attributable to bank aod noncontrolling (minority)

interests (sum of items 10 and 11) _

13. LESS: Net income (loss) attributable to noncontrolling (minority)

interests (if net income, report as a positive value; if net lossl report

as a negative value)

14. Net income (105s) attributable to bank (item 12 minus item 13) _

* Describe on Schedule RI-E-Explanations

(1) For banks required to complete Schedule RC-T, items 12 through 19, income from fiduciary activities reported in SChedule RI,

item 5.a, must equal the amount reported in SChedule RC-T, item 19.

(2) For banks required to complete Schedule RI, Memorandum item 8, trading revenue reported in Schedule RI, item 5.c,

must equal the sum of Memorandum items 8.a through 8.e.
1st Enterprise Bank

Legal Ti~e of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RI-3

I 7

Schedule RI-Continued

M.4

M.5

M,I

M.2

M.3

M,6

M.7

M.8.a

M.8.b

M.8.c

M.8.d

M.8.e

M.IO

M.g.a

M.9.b

M.11

M.I2

M.13.a

M.13.a.1

M.13.b

M.13.b.1

Dollar Amounts in Thousands

Memoranda

1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after

August 7, 1986, that is not deductible for federal income tax pUrp05es, _

Memorandum item 2 is to be completed by banks with $1 billion ormore In totalassets. (1)

2. Income from the sale and servicing of mutual funds and annuities (induded in Schedule RI, item 8) _

3. Income on tax-exempt loans and leases to states and political subdivisions in the U.S.

(included in Schedule RI, items La and 1.b) _

4. Income on tax~exempt securities issued by states and political subdivisions in the U.S.

(included in Schedule RI, Item 1.d.(3)) _

5. Number of fulHime equivalent employees at end of current period (round to

nearest whole number) _

Memorandum item 6 is to be completedby: (lJ. , banks with $300 mil/ion ormore in total assets., and

• banks with less than $300 mil/ion in total assets that have loans to finance agriculturalproduction

and otherloans to farmers (Schedule RC-~ palt item J) exceeding five percent oftotal loans.

6. Interest and fee income on loans to finance agricultural production and other

loans to fanners (included In Schedule RI, item l.a.(5) .-.-J-:4::02:::4+===;i;N;::-:jfA

7. If the reporting bank has restated its balance sheet as a result of applying push RIAD CCYY/MM/DD

down accounting this calendar year, report the date of the bank's acquisition (2) J-:::91~O~6..L__::0__...J

B. Trading revenue (from cash instruments and derivative Instruments) (sum

of Memorandum items 8.a through 8.e must equal Schedule RI, item s.c)

(To be completed by banks that reported average trading

assets (Schedule RC-K, item 7) of $2 million or more for any Year-to-date

quarter of the preceding calendar year.): RIAD 811 I Mil I Thou

a. Interest rate exposures, -I-.o8~7s::7~ ~N:;,fA~

b. Foreign exchange exposures' 1...:8c:7=s8~----.;.N"fA;;i

c. Equily security and index exposures +:8::7"S9:+ .;.NCi:fACI

d. Commodity and other exposures +8:::7..:6.:.0+- .-;,N"/A':'I

e. Credit exposures F186 NIA

9. Net gains (losses) recognized in eamings on credit derivatives that economically hedge

credit exposures held outside the trading account:

a. Net gains (losses) on credit derivatives held for trading ,~~_1_----;j

b. Net gains (losses) on credit derivatives held for purposes other than trading _

10. To be completed by banks with $300 million or more in total assets: (1)

Credit losses on derivatives (see instructionS), ~=~=====::;

11. Does the reporting bank have a SUbchapter S elec~on In effect for YES / NO

federal income tax purposes for the current tax year? --l;:~~===N=O:::::=~

Memorandum item 12 is to be completedby banks that are required to complete Schedule

RC-C; part Memorandum items 8.b and 8. c.

12. Noncash income from negative amortization on closed-end loans secured by 1-4 family

residential properties (included in Schedule RI, Item 1.a.(l)(a)) -I

Memorandum item 13 is to be completed by banks that have elected to account for

assets andliabilities under a fair value option.

13. Net gains (losses) recognized in earnings on assets and liabilities that are reported

at fair value under a fair value option:

a. Net gains (losses) on assets, -i

(I) Estimated net gains (losses) on loans attributable to changes in

instrument-specific credit riSk .f-'.:=+ ""~

b. Net gains (losses) on Iiabili~es,..__c_c------------------_--_I

(1) Estimated net gains (losses) on liabilities attributable to changes In

instrument-spedfic credit risk .I...:.::::Cl... :.:::.J

(1) The asset size tests and the five percent of total loans test are generally based on the total assets and total loans reported on

the June 30, 2008, Report of Condition.

(2) For example, a bank acquired on March I, 2008, would report 2008/03/01
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC OQl

Page RI-4

I 8

3217 27,315 1

B507 0 2

8508 27,315 3

4340 111 4

8509 4,590 5

8510 0 6

4355 0 7

4470 0 8

4460 0 9

6511 130 10

4415 0 11

12

Dollar Amounts in Thousands

Schedule RI-A-Changes in Bank Equity Capital

Indicate decreases and losses in parentheses.

1. Total bank equity capital most recently reported for the December 31, 2008, Reports of Condition

and Income (Le., after adjustments from amended Reports of Income) -+='::-i ---'----;;j

2. Restatements due to corrections of material accounting errors and changes in accounting principles*· +:::::+__----,::;-;;,a

3. Balance end of previous calendar year as restated (sum of items 1 and 2)1------------r::;:::;-t----=-';;~

4. Net Income (loss) atlrlqutable to bank Cmust equal Schedule RI, item 14), ___,___,---___,--~~+- __;_;;~

S. sale, conversion, acqUisition, or retirement of capital stock, net (exduding treasury stock transactions)__+:=:O-+ --"'::::;j

6. Treasury stock transac~ons, net~ +=:_+----~

7. Changes incident to business combinations, net~ +;::;::-+----__;;J

8. LESS: cash dividends declared on preferred stock -f-=;;;-i -;;I

9. LESS: cash dividends declared on common stock._-------------------f7.:::::.t----....,.,~

10. other comprehensive income (1)1-----~-------------------r.=t-------"~

11. other transactions with parent holding company* (not Included in items 5, 6, 8, or 9 above)' _

12. Total bank equity capital end of current period (sum of Items 3 through ll)(must equal

SChedule RC, item 27.a) '-"':::c.L-__=:...:.::J

* Describe on Schedule RI~E - Explanations.

(1) Includes changes in net unrealized holding gains (losses) on available-for-sale securities, changes In accumulated net gains (losses) on cash

flow hedges, and pension and other postretirement plan·related changes other than net periodic benefit cost.

(Column A)

La.!

1.a.2

I.b

1.c.l

1.c.2.a

I.c.2.b

l.d

I.e.!

l.e.2

2

4

5.a

B516 0 B517 0 5.b

4643 0 4627 0 6

4644 0 4528 0 7

4266 0 4267 0 8

4635 0 4605 0 9

Part I includes charge·offs and recoveries through the

allocated transfer risk reserve.

Schedule RI-B-Charge-offs and Recoveries on Loans and Leases

and Changes in Allowance for Loan and Lease Losses

Part I, Charge-offs and Recoveries on Loans and Leases

Dollar Amounts in Thousands

1. Loans secured by real estate:

a. Construction, land development, and other land loans:

(1) 1-4 family residen~al oonstruction loans. _

(2) other construction loans and all land development

and other land loans~--- _r.;:;;;;+----_;;_t-::;;;;-t_----;;j

b. Secured by farmland,_ ___,-___,-----------------

c. Secured by 1-4 family residential properties:

(1) Revolving, open-end loans secured by 1-4 family residential

properties and extended under lines of credit ~___'

(2) Closed-end loans secured by 1-4 family residen~al properties:

Cal Secured by first Iiens +-::=+ -;;t-=;:-!- --,~

(b) Secured by junior Iiens. +:;:;;;;-+ ---;~=+----_;;_t

d. Secured by multifamily (5 or more) residential properties, _

e. Secured by nonfarm nonresidential properties:

(1) Loans secured by owner-occupied nonfarm nonresidential properties' +:::::::+ ~_=~t_----;;j

(2) Loans secured by other nonfarm nonresidential properties, +:::::-+ ---;.r.:::::+ -;;j

2. Loans to depository institutions and acceptances of other banks, _

3. Not applicable

4. Commerdal and industrialloans, _

S. Loans to individuals for household, family, and other personal expenditures:

a. Credit cardsc-_ ___,---~___,___,-___,-___,___,----------

b. Other (includes single payment, installmentl all student loans,

and revolving credit plans other than credit cards) r::c::-t- -*.:::;:C:-i --;;j

6. Loans to foreign governments and official institutions, ~_+;;:::-+----_;;~~+---_-_;;I

7. All other loans (2)--------- +-:-=-+- ;:1--=+ -;;1

8. Lease financing receivables' -+--:::::-!- ::-!-=:_+------;;J

9. Total (sum of items 1 through 8), --'---'-"=-L- ::.L=:...L --=.J

(1) Include write-downs arising from transfers of loans to a held-for-sale account.

(2) Includes charge·offs and recoveries on "Loans to finance agricultural production and other loans to farmers,I, nObligations

(other than securities and leases) of states and political subdivisions in the U.S.," and "Other loans."
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RI-5

I 9

Schedule RI-B Continued

MA

M,2,c

M,2,a

M,2,b

M.3

M,2,d

M,1

(Column B)

cia

calendar year-to-date

against income (i.e., not Included RIAD I Bil I Mil IThou

C388 I N/A

Dollar Amounts in Thousands

Part 1. Continued

Memoranda

1. Loans to finance commercial real estate, construction, and land

development activities (not secured by real estate) included in

Schedule R1-B, part I, items 4 and 7, above _

2. Memorandum items 2.a through 2.d are to be completed

by banks with $300 miilion or more in total assets: (2)

a. Loans secured by real estate to non~U.S. addressees (domicile)

(included in Schedule RI-B, part I, item 1, above) _

b. Loans to and acceptances of foreign banks

(included in Schedule R1-B, part I, item 2, above) _

c. Commerdal and industrial loans to non-U.S. addressees (domicile)

(included In Schedule RI-B, part I, item 4, above) _

d. Leases to individuals for household, family, and other personal

expenditures (Included in Schedule RI-B, part I, item 8, above) _

3, Memorandum item 3 is to be completedby: (2)

• banks with $300 million or more in total assets, and

• banks with less than $300 million in total assets thathave loans to

finance agriculturalproduction andotherloans to farmers

(Schedule RC-C parll, item 3) exceeding five percent oftotal loans:

Loans to finance agricultural production and other loans to

fanmers (included in Schedule RI-B, part I, item 7, above)' ..L~::.L _._::::.:.'_"'=.L. ..::~

Memorandum item 4 is to be completed by banks that (1) together with affiliated

institutions, have outstanding aedit card receivables (as definedin the instrudions)

that exceed $500 million as oftl,e report date or(2) are credit card spe ' Ily banks

as defined for Umform Bank PerfomJance Reportpurposes.

4. Uncollectible retail credit card fees and finance charges reversed

in charge·offs against the allowance for loan and lease losses)

(1) Include write-downs arising from transfers of loans to a held-far-sale account.

(2) The $300 million asset size test and the five percent of total loans test are generally based on the total assets

and total loans reported on the June 3D, 200B, Report of Condition.
1st Enterprise Bank

Legal Ti~e of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page R1-6

I 10

Schedule RI-B Continued

7

3

4

5

6

1

2

Dollar Amounts in Thousands

Part II. Changes in Allowance for loan and lease Losses

1. Balance most recently reported for the December 31,2008, Reports of Condition

and Income (i.e., after adjustments from amended Reports of Income)I I-'=~+_--.-::::::~

2. Recoveries (must equal part I, item 9, column B, above), _

3. LESS: Charge-offs'(must equal part I, item 9, column A, above

less Schedule RI-B, part II, Item 4),---------,-----------------+;:::;+------i':l

4, LESS: Write-downs arising from transfers of loans to a held-for-sale account' -I-~=+----~

S. Provision for loan and lease losses (must equal Schedule RT, item 4)1 ~=-+_-------'~

6. Adjustments* (see instructions for this schedule) _

7. Balance end of current period (sum of items I, 2, 5, and 6, less items 3 and 4)

(must equal Schedule RC, item 4.c) ...L:::::::..L ..:l:=

Memoranda Dollar Amounts in Thousands

1. Allocated transfer risk reselVe included in Schedule RI-B, part II, item 7, above _

Memorandum items 2 and3 are to be completed by banks that (1) together with affiliated

institutions, have outstanding credit card receivables (as defined in the jnstructions)

that exceed $500 million as afthe report date or (2) are credit card speda/ty banks

as defined for Uni{onn Bank Performance Reportpurposes.

2. Separate valuation allowance for uncollectible retail credit card fees and finance charges, ..J",!;

3. Amount of aHowance for loan and lease losses attributable to retail credit card fees

and finance charges _

Memorandum item 4 is to be completed byall banks.

4. Amount of allowance for post-acquisition losses on purchased impaired loans accounted

for In accordance With AICPA Statement of Position 03-3 (inclUded in Schedule RI-B, part II,

item 7, above) ..L:=c.L ....:.J

M.l

M.2

M.3

M.4

* Describe on Schedule RI-E-Explanations.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFJEC 041

Page RI-7

I 11

Dollar Amounts in Thousands

Schedule RI-E-Explanations

Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.

Detail all adjustments in Schedule RI-A and RI-B, all extraordinary items and other adjustments in Schedule

RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI.

(See instructions for details.)

1. other noninterest income (from Schedule RI, item 5.1)

Itemize and describe amounts greater than $25(000 that exceed 3% of Schedule RI, item 5.1:

TEXT

a. Income and fees from the printing and sale of checks COB 0 La

b. Earnings on/increase in value of cash surrender value of life insurance C014 0 1.b

c. Income and fees from automated teller machines (ATMs) C016 0 1.e

d. Rent and other income from other real estate owned 4042 0 l.d

e. Safe deposit box rent C015 0 1.e

f. Net change in the fair values of financial instruments accounted for under a fair value option F229 0 1.f

r:-",g:.-.~Bae:n"k",c~a"rd~a:,n",d"c:cre"d",it~c::a:.::rd:ci"ntc=e:.::rc:;h::,an"g""e::,~;:;eeC's=,.,,..=::- --, +F,,55:;:S+ :;-O~ 1.g

h. 4461 SelVicing Fee for Sweep Accounts into Mutual Funds 4461 33 1.h

i. 4462 4462 0 1.i

j, 4463 4463 0 1.j

2. Other noninterest expense (from Schedule RI, item 7.d)

Itemize and describe amounts greater than $25,000 that exceed 3% of Schedule RI, item 7.d:

TEXT

a. Data processing expenses C017 141 2.a

b. Advertising and marketing expenses 0.IJ97 a 2.b

c. Directors' fees 4136 a 2.c

d. Printing, stationery, and supplies C018 a 2.d

e. Postage 8403 0 2.e

f. Legal fees and expenses 4141 0 2.f

g. FDIC deposit insurance assessments 4146 83 2.g

h. Accounting and auditing expenses F556 25 2.h

i. Consulting and advisory expenses F557 86 2.1

j. Automated teller machine (ArM) and interchange expenses FSS8 0 2.j

r:-:"k,::.-r,-Te;:;l;:;ec:;;0;cm,;;.mc;u:;,n;;:ic:;:a"tio:.;n;::s..:e;;:xP"'e::.n::.ses=- -.- -1..:F;:;5-::59+ "'3:':15 2.k

l. 4464 Loan Appraisal Fees 4464 36 2.1

m. 4'167 Courier Fees· Customers 4467 33 2.m

n. 4468 Correspondent Bank Fees 4468 25 2.n

3. Extraordinary Items and other adjustments and applicable income tax effect (from Schedule RI,

item 11) (Itemize and describe all extraordinary items and other adjustments):

TEXT

a.(l) 4469 3.a.1

(2) Applicable income tax effect 4486 0 3.a.2

b.(l) 4487 3.b.1

(2) Applicable Income tax effect 4488 0 3.b.2

c.(l) 4489 3.c.1

(2) Applicable income tax effect 4491 0 3.c.2
1st Enterprise Bank

Legal Title of Bank

FDIC certificate Number: 58321

FREC 041

Page RI-8

I 12

Schedule RI-E-Continued

Dollar Amounts in Thousands

4. Restatements due to corrections of material accounting errors and

changes in accounting principles

(from Schedule RI-A, item 2) (itemize and describe all restatements):

TEXT

a. 8526

b, B527

5. Other transactions with parent holding company (from Schedule RI-A, item 11)

(itemize and describe all such transactions):

a. 4498

b, 4499

6. Adjustments to allowance for loan and lease losses

(from Schedule RI-8, part II, item 6) (itemize and describe all adjustments):

TE

a. 4521

b. 4522

7. Other explanations (the space below is provided for the bank to briefly describe, at Its option, any other

significant items affecting the Report of Income):

RIAD YES / NO

Comments? L4.:.:7.'-69'--L__N_O'----_-'

Other explanations (please type or print clearly):

TEXT ( 70 characters per line)

14769

4.a

4.b

5,a

5.b

6,a

6.b

7
1st Enterprise Bank

Legal Title of Bank

Los Angeles

FFIEC 041

Page RC-l

I 13

City

CA 90017-3449

State

FDIC Certificate Number: 5B321

Zip Code

Consolidated Report of Condition for Insured Commercial

and State-Chartered Savings Banks for March 31, 2009

All schedules are to be reported in thousands of dollars. Unless otherwise indicated,

report the amount outstanding as of the last business day of the quarter.

La

1.b

2.a

2.b

3.a

3.b

4.a

126.249 4.b

1.567 4.c

6S29 124,682 4.d

3545 0 5

2145 2.172 6

2150 0 7

2130 0 8

3163 0 10,a

0426 0 1O,b

2160 2.989 11

2170 261,652 12

Dollar Amounts In Thousands

Schedule RC-Balance Sheet

ASSETS

1. cash and balances due from depository institutions (from Schedule RC-A):

a. Nonlnterest-bearing balances and currency and coin (l)I -l~~~--~~~

b. Interest-bearing balances (2) _

2. Securities:

a. Held-to-maturity securities (from Schedule RC-B, column A) -I-=-'+__~~~

b. Avaj[able~for~sale securities (from Schedule RC·S, column D) _

3. Federal funds sold and securities purchased under agreements to resell:

a. Federal funds sold ~=_t_----=.::~

b. Securities purchased under agreements to resell (3) _

4. Loans and lease financing receivables (from Schedule RC-C):

a. Loans and leases held for sale' -r=c::-r__--,==

b. Loans and leases, net of unearned income 6528

c. LESS: Allowance for loan and lease losses 3123

d. Loans and leases, net of unearned income and allowance (Item 4.b minus 4.C) -I-'~"+---:.:::::!::::;J

5. Trading assets (from Schedule RC-D) -+-=-~---_;c.,..a

6. Premises and fixed assets (including capitalized leases) --l-=.:.::...I-__-==::I

7. Other real estate owned (from Schedule RC-M) +~::.+----~

8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC~M) _

9. Not Applicable

10. Intangible assets:

a. Goodwill _

b. Other intangible assets (from Schedule RC-M) I-'.':7.'-t_----;:=~

11. Other assets (from Schedule RC-F) -I-==+__-.",,.:::~

12. Total assets (sum of items 1 through l1)I J.~CCl__~::..:,,=

(1) Includes cash items in process of collection and unposted debits.

(2) Inciudes time certificates of deposit not held for trading.

(3) Includes all securities resale agreements, regardless of maturity.
1st Enterprise Bank

Legal Title of Bank

FDIC Certincate Number: S8321

FFIEC 041

Page RC-2

I 14

1 M.1

Number

6724

RCON

13.a

6631 13.a.1

GG3G 13.a.2

14.a

14.b

15

16

19

20

21

Schedule RC - Continued

IJABILITIES

13. Deposits:

a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)__--,-:-::::-r-__-,::""'o:-

(I) Noninterest-bearing (I) +:=+-__~~

(2) Interest-bearing --L='-'-__-==:.:.

b. Not applicable

14. Federal funds purchased and securities sold under agreements to repurchase:

a. Federal funds purchased (2)--- -+=:::-t

b. Securities sold under agreements to repurchase (3),------------------+:::::+-----;;1

IS. Trading liabilities (from Schedule RC-D),_,.--,-,-,.--,__-,--,-,-_,.--,_,.--, _

16. Other borrowed money (includes mortgage indebtedness and obligations under

capitalized leases) (from Schedule RC-M), _

17. and lB. Not applicable

19. Subordinated notes and debentures (4)-----------------------I-"':O::"1-----;"""7';;;J

20. other liabilities (from Schedule RC-G), E:=:-+-_--;=~

21. Total liabilities (sum of items 13 through 20), _

22. Not applicable

EQUITY CAPITAL

Bank Equity Capital

23. Perpetual preferred stock and related surplus 3838 4.379 23

24. Common stock 3230 27,577 24

25. Surplus (excludes all surplus related to preferred stock) 3839 2.348 25

26. a. Retained eamings 3632 (3,981) 26.a

b. Accumulated other comprehensive income (5), I-'"=:5c:30=-+ '-'-,8:.;:2'="3 26.b

c. other equity capital components (6) A130 0 26.c

27. a. Total bank equity capital (sum of items 23 through 26.c) 3210 32,146 27.a

b. Noncontrolling (minority) interests in consolidated subsidiaries 3000 0 27.b

28, Total equity capital (sum of Items 27.a and 27.b) G105 32,146 28

29. Totalli.billties and equity capital (sum of Item. 21 and 28) 3300 261,662 29

Memorandum

To be reported with the March Report of Condition.

1. Indicate in the box at the right the number of the statement below that best describes the

most comprehensive level of auditing work performed for the bank by independent external

auditors as of any date during 2008 _

1 "" Independent audit of the bank conducted in accordance

with generally accepted auditing standards by a certified

public accounting firm which submits a report on the bank

2 = Independent audit of the bank's parent holding company

conducted in accordance with generally accepted auditing

standards by a certified public accounting firm which

submits a report on the consolidated holding company (but

not on the bank separately)

3 = Attestation on bank management's assertion on the

effectiveness of the bank's internal control over financial

reporting by a certified public accounting firm

4 = Directors' examination of the bank conducted in accordance with

generally accepted auditing standards by a certified public

accounting firm (may be required by state chartering authority)

5 = Directors' examination of the bank performed by other external

auditors (may be required by state chartering authority)

6 "" Review of the bank's financial statements by external aUditors

7 = COmpilation of the bank's financial statements by

external auditors

8 = other audit procedures (exclUding tax preparation work)

9 = No external audIt work

To be reported With the March Report of Condition, RCON MM I DO

2. Bank's fiscal year-end date _. L=:S6::7=.S-,-_.:.12=:'c: 3-,-1_-,

(1) lndudes total demand deposits and noninterest-bearing time and savings deposits.

(2) Report overnight Federal Home Loan Bank advances in Schedule Re, item 16, "Other borrowed money."

(3) Includes all securities repurchase agreements, regardless of maturity.

(4) Includes limited-life preferred stock and related surplUS.

(S) Includes net unreal1zed holding gains (losses) on available~for-sale securities, accumulated net gains (losses)

on cash flow hedges, and minimum pension liability adjustments.

(6) Includes treasury stock and uneamed Employee Stock Dwnershlp Plan shares.

M.2
1st Enterprise Bank

LegalllUe of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-3

I 15

Schedule RC-A-Cash and Balances Due From Depository Institutions

La

1.b

2.a

2.b

0073 N/A 3.a

0074 N/A 3.b

0090 NIA 4

0010 NIA 5

Dollar Amounts in Thousands

Schedule RC-A is to be completed only by banks with $300 million or more in total assets.

Exclude assets held for trading.

1. Cash items in process of collection, unposted debits, and currency and coin:

a. Cash items in process of collection and unposted debits' ~:::=:::+---~~

b. Currency and coin' _

2. Balances due from depository institutions in the U.S.:

a. U.S. branches and agencies of foreign banks, f-"":::..jf- ~"l

b. Other commercial banks in the U.S. and other depository institutions in the U.S.. _

3. Balances due from banks in foreign countries and foreign central banks:

a. Foreign branches of other U.S. banks,.,- +c"::::+- --';;;ii1

b. Other banks in foreign countries and foreign central banks -t-=.::.:...:t- ---'-''7I

4. Balances due from Federal Reserve Banks' +=~---~~

5. Total (sum of items 1 through 4) (must equal Schedule RC, sum of items La and l.b), -l..:'=CL. --.:.:::cJ

Schedule RC-B-Securities

Exclude assets held for trading.

Held-to-maturity Available-for-sale

(Column A) (Column B) (Column C) (Column D)

Amortized Cost Fair Value Amortized Cost Fair Value

Dollar Amounts in Thousands RCON Bil I Mill Thou RCON Bil I Mil I Thou RCON Bil I Mil I Thou RCON Bil I Mil IThou

2.a

3

1

2.b

1. U.S. Treasury securities, _ 0211 0 0213 0 1285 0 1287 0

2. U.s. Government agency obligations

(exclude mortgage-backed securities):

a. Issued by U.S. Governmentagencies (1) _

b. Issued by U.S. Governmentsponsored agencies (2) _

3. Securities issued by states and

political subdivisions in the U.S.__-'-=::.J ---'''-'=--L -'JL...::-=.L ==''-J. --.::J

(1) Includes Small Business Administration "Guaranteed Loan Pool Certificates,II U.S. Maritime Administration obligations, and

Export-Import Bank participation certificates.

(2) Includes obligaUons (other than mortgage-backed securities) issued by the Farm Credit System, the Federal Home Loan Bank

System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Financing Corporation,

Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-4

I 16

Schedule RC.B-Continuer-d --;-::77==;:-:-__-,- --:-~c_;:____:c:_:c--_ Held-to-maturity Available-for-sale

(Column A) (Column B) (Column C) (Column D)

Amortized Cost. Fair Value Amortized Cost Fair Value

Dollar Amounts in Thousands RCON Bil I Mil I Thou Sil I Mil IThou RCON Bil I Mill Thou 611 I Mil I Thou

4. Mortgage-backed securities (MB5):

a. Pass-through securities:

(1) Guaranteed by GNMA==_--+-=::-+ --;l~~f_-_-~l-7.~l__-~~+-=,~+_--~~~

(2) Issued by FNMA and FHLMC~_+~:+---____,~~+_-----;:t7.:;:;-.f_-----C~~~~----=.~.;j

(3) Other pass-through securities

b. Other mortgage-backed securities

(Include CMOs, REMICs, and

sbipped MB5):

(1) Issued or guaranteed by FNMA,

FHLMC, or GNMA~ _

(2) Collaterized by MBS issued or

guaranteed by FNMA, FHLMC,

or GNMA _

(3) All other mortgage-backed

securities ---m

5. Asset-backed

securities (ABS) _

6. Other debt securities:

a. Other domestic debt securities__+~;+------;;r.::==+-----~_;;;:::-+---~~j_C~+-----'~~

b. Foreign debt securities

7. Investments in mutual funds and

other equity securities with readily

determinable fair values (1), _

B. Total (sum of Items 1 through 7)

(total of column A must equal

Schedule RC, item 2.a) (total of

column D must equal Schedule Rei

item 2.b), --'-=:.:...L ..::L=:...L ----':L.:=..L_---'==L-'-'=L-_~=~

(1) Report Federal ReselVe stOCk, Federal Home Loan Bank stock, and bankers' bank stock in Schedule RC-F, item 4.

4.a.l

4.a.2

4.a.3

4.b.l

4.b.2

4.b.3

5

5.a

5.b

7

B
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-S

I 17

Schedule RC-B-Continued

M.1

M.2.a.1

M.2.a•.2

M.2.a.3

M.2.aA

M.2.a.5

M.2.a.6

M.2.c.1

M.2.c.2

M.2.b.1

M.2.b,2

M.2.b.3

M.2.bA

M.2.b.5

M,2.b.6

M.2.d

M.3

MA.a

MA,b

Dollar Amounts in Thousands

Memoranda

I. Pledged securities (1) _

2. Maturity and repridng data for debt securities (1, 2) (excluding those in nonaccrual status):

a. Securities issued by the U.S. Treasury, U.S. Government agendes, and states

and political subdivisions in the U.S.; other non-mortgage debt securities; and

mortgage pass-through securities other than those backed by closed~end

first lien 1-4 family residential mortgages with a remaining maturity or

nexl repricing dare of: (3, 4)

(1) Three months or less,_-..,.-: rA:::54':'9:-t -:3;:,4,;;9~2

(2) OVer three months through 12 months~ +A:::ss:.:O+-_--;,,4'=,5,:.12:1

(3) Over one year through three years, -+"A5::S::-1+---"19"',"'73,,,j2

(4) Over three years through five years r.:A5::5::-2+-__---"13",2;c8~7

(5) Over five years through 15 years, +:A"'55;:;3+ 73,:;;5;;54~

(6) Over 15 years, A5S4 1,965

b. Mortgage pass-through securities backed by closed-end first lien

1-4 family residential mortgages With a remaining maturity or

next repricing date of: (3, 5)

(1) Three months or less --r"A=SS::S+ ,,3,"'57, 75o:l

(2) OVer three months through 12 months' +A::S"'S6:+__--;;:;-;2"'4;;j0

(3) Over one year through three Year5__ __ +A:;:S::;S;;-7_j_----'-11:.:.9:;:0;;J6

(4) Over three years through five years +A:::SS::8+ ""'"'7"'74=i

(5) Over five years through 15 years I-'A5=S9o-+ -o2"'A;o8::;j0

(6) Over 15 years,-..,.-..,.__-..,.-..,. A560 9,527

c. Other mortgage-backed securities (InclUde CMOs, REMICs, and stripped MBS;

exclude mortgage pass-through securities) with an expected average life of: (6)

(1) Three years or less ---------------------------+"=+----=;::;:,;;;;;l (2) Over three years, -..,._cc::-__-c- _

d. Debt securities with a REMAIN1NG MATURITY of one year or less

(included in Memorandum items 2.a through 2.c above) _

3, Amortized cost of held~to·maturity securities sold or transferred to available-for-sale or

trading securities during the calendar year-to-date (report the amortized cost at date

of sale or transfer) _

4. Structured notes (included in the held-to-maturity and available-for-sale

accounts in Schedule RC-B, items 2, 3, 5, and 6):

a. Amortized cost~ r_=,==_+_---:~~

b. Fair value L~~'-__-=:~::J

(1) Includes held-to-maturity securities at amortized cost and available-far-sale securities at fair value.

(2) Exclude investments in mutual funds and other equity securities with readily determinable fair values.

(3) Report fixed rate debt securities by remaining maturity and fioating rate debt securitfes by next repricing date.

(4) Sum of Memorandum items 2.a.(1) through 2.8.(6) plus any nonaccrual debt securities in the categories of debt securities

reported in Memorandum item 2.a that are induded in Schedule RC-N, Item 9, column C, must equal Schedule RC-B, sum of

items 1, 2, 3, 5, and 6, columns A and D, plus mortgage pass*through securities other than those backed by closed-end first

lien 1-4 family residential mortgages included in SChedule RC-B, item 4.a, columns A and O.

(5) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nanaccrual mortgage pass-through securities backed by

closed-end first lien 1-4 family residential mortgages included in Schedule RC*N, item 9, column C, must equal SChedule RC-B,

item 4.a, sum of columns A and 0, less the amount of mortgage pass-through securities other than those backed by

closed-end first lien 1-4 family residential mortgages included in Schedule RC-B, item 4.8, columns A and O.

(6) Sum of Memorandum Items 2.c.(I) and 2.c.(2) plus any nonaccrual "Other mortgage-backed securibes" Included in Schedule

RC-N, item 9, column C, must equal Schedule RC-B, item 4.b, sum of columns Aand D.
1st Enterprise Bank

Legal Ti~e of Bank

FDIC Certificate Number: 5B321

FFJEC 041

Page RC-6

I 18

Schedule RC-B-Continued

Memoranda - Continued

Held-to-maturity Available-far-sale

(Column A) (Column B)

Amortized Cost Fair Value

(Column C) (Column D)

Amortized Cost Fair Value

RCON Bill Mil I Thou Bil I Mil I Thou

5. Asset-backed securtties

(ABS)(for each column,

sum of Memoran.dum

items 5.a through S.f

must equal Schedule

RC-B, item 5):

a. Credit card receivables B838 NfA B839 N/A B840 NlA B841 N/A M.s.a

b. Home equity lines 8842 NfA B843 N/A 8844 N/A 884S N/A M.s.b

c. Automobile loans 8846 N/A 8847 N/A 8848 N/A 8849 N/A M.5.c

d. Other consumer loans B850 NlA 8851 N/A B852 NlA 8853 N/A M.5.d

e. Commercial and industrial loans B854 NlA 8855 N/A B856 N/A 8857 N/A M.s.e

f. other B858 N/A 8859 NfA 6860 NlA 8861 N/A M.5.f

____----=D:.:;o"lIa"r-'-A"'m"o:.:;u"nt"'sc:in-'-Th=o"u"sa"'n"d"'s_ RCQN Bil I Mil I Thou BilI'MilI Thou

Memorandum items 5.a

through Sfare to be

completed by banks with

$1 bIllion or more in total

assets. (1)

(1) The $1 billion asset size test is generally based on the total assets reported on the June 3D, 2008, Report of Condition.
1st Enterprise Bank

Legallitle of Bank

FDIC certificate Number: 58321

FFIEC 041

Page RC-7

I 19

Schedule RC-C-Loans and Lease Financing Receivables

Part I. loans and Leases

l.c.2.a

I.c.2.b

I.d

I.c.l

l.a.2

l.b

6.c

6.a

6.b

2.C.l

2.c.2

3

4

4.a

4.b

2.a.l

2.a.2

2.b

l.e.1

l.e.2

2

l.a.1

7

8

9

9.a

9.b

(Column B)

To Be COmpleted

by All Banks

(Column A)

To Be Completed

by Banks with

$300 Million or More

in Total Assets (1)

DO not deduct the allowance for loan and lease losses or the allocated transfer risk

risk reselVe from amounts reported in this schedule. Report

(1) loans and leases held for sale at the lower of cost or fair value!

(2) loans and leases held for investment, net of unearned income, and

(3) Joans and leases accounted for at fair value under afair value option,

Exdude assets held for trading and commercial paper.

_____________________--"D"DI"la::.r.::A~m~o~u~n=tsc:i~n~Th~ou~sa~n~ds=__iRCON Bill Mill Thou

1. Loans secured by real estate:

a. Construction, land development, and other land loans:

(1) 1-4 family residential construction 10ans ---1

(2) Other construction loans and all land development and other

land loans _

b. Secured by farmland (including farm residential and other improvements) _

c. Secured by 1~4 family residential properties:

(1) Revolving, open-end Joans secured by 1-4 family residential properties and

extended under lines of credit _

(2) Closed-end loans secured by 1-4 family residential properties:

(a) Secured by first lIens, _

(b) Secured by junior liens _

d. Secured by multifamily (5 or more) residential propertles~ _

e. Secured by nonfarm nonresidential properties;

(1) loans secured by owner-occupied nonfarm nonresidential

properties, _

(2) Loans secured by other nonfarm nonresidential propelties, _

2. Loans to depository institutions and acceptances of other banks' _

a. To commercial banks in the U.S.:

(1) To U.S. branches and agencies of foreign banks, +=:-t

(2) To other commercial banks in the U.S.. -+=-::-I

b. To other depository institutions in the U.S.. _

c. To banks in foreign countries:

(1) To foreign branches of other U.S, banks, ~=+---_7.ii

(2) To other banks in foreign countries~ _

3. loans to finance agricultural production and other loans to farmers' _

4. Commercial and industrialloans, _

a. To U.s. addressees (domicile):-::-:- -+~::_I----~

b. To non-U.S. addressees (domicile)' _

5. Not applicable

6. Loans to IndivIduals for household, family, and other personal expenditures

(Le., consumer loans) (indudes purchased paper):

a. Credit cards,-,--- -j

b, other revolving credit plans, ---j

c, other consumer loans (includes single payment, installment, and

all student loans) _

7. loans to foreign governments and official institutions

(including foreign central banks) _

8. Obligations (other than securities and leases) of states and political subdivisions

in the U.s. _

9. Other Loans _

a. Loans for purchasing or carlYing securities (secured and unsecured) +-O::':-1f--' 7.ii

b. All other loans (exdude consumer loans) L.:=~.L ~~

(I) The $300 million asset size test is generally based on the total assets reported on the June 30, 2008, Report of CondiUon.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: SS321

FFIEC 041

Page RC-S

I 20

M.1.b

12

1O.a

10.b

11.

M.La

M.2.a.l

M.2.a.2

M.2.a.3

M.2.aA

M.2.a.S

M.2.a.6

o 10

611 I Mil I Thou

(Column B)

To Be Completed

by All Banks

AS70 56,837 M.2.b.l

A571 3,737 M.2.b.2

A572 9.724 M.2.b.3

A573 16,150 M.2.bA

A574 32,905 M.2.b.5

A575 0 M.2.b.6

M.2.c

RCON Bil I Mil I Thou

Schedule RC-C-Continued

Part I. Continued (Column A)

To Be Completed

by Banks with

$300 Million or More

Dollar Amounts in Thousands in Total Assets (1)

Memoranda Dollar Amounts in Thousands

1. Loans and leases restructured and in compliance with modified terms (included in Schedule RC~C, part I,

and not reported as past due or nonaccrual in Schedule RC-N, Memorandum item 1):

a. Loans secured by 1-4 family residential praperties, _

b. Other loans and all leases (exdude loans ta individuals far household, family, and

other personal expenditures _

2. Maturity and repricing data for loans and leases (exduding those in nonaca-ual status):

a. dosed-end loans secured by First liens on 1~4 family residential properties

(reported in ScI1edule RC-C, part I, item 1.c.(2)(a), column B, above) with a remaining maturity

or next repricing date of: (2, 3)

(1) Three months or less, FAS::6-:-4+- -;;j0

(2) Over three months through 12 months'-- +.A:::S6::S+ 0~

(3) Over one year through three years, f:.;Ao:S6::;5+__--,=~0

(4) Over three years through five years, +A:::S:=;57:+ ..:.6".0;;;Snj7

(5) Over five years through 15 years --jI-'A':S::;:5B:+ .....:S::3,:j9

(6) Over 15 years, A559 0

b. Ail ioans and leases (reported in Schedule RC-C, part I, items 1 through 10, column B, above)

EXCLUDING closed-end loans secured by first liens on 1-4 family residential properties

(reported in Schedule RC-C, part I, item 1.c.(2)(a), column B, above) with a remaining maturity

or next repricing date of: (2, 4)

(1) Three months or less --,---,--------------------------t-';';::;;--r---..:.:;-~71 (2) Over three months through 12 months +-=+ ""':::-;j

(3) Over one year through three years'-- f:.:=::-t :;7~

(4) Over three years through five years ----------------------r.:=:;+--...,,~~ (5) Over five years through lS years, +.:;:;;:-t- -'--;:;j

(6) Over 15 years, _

c. Loans and leases (reported in SChedule RC-C, part I, items 1 through 10, column B, above)

with a REMAINING MATLRITY of one year or less (exduding those in nonaccrual status)' J..:.:=-'- -'-'-'J

10. Lease financing receivables (net of unearned income) ~~__

a. Leases to individuals for household} family! and other personal

expenditures (i.e., consumer leases) ---------------f-::;::;-j----;,;:;;: b. All other leases --, --, _

11. LESS: Any unearned income on loans reflected In-items 1-9 above _

12. Total loans and leases, net of unearned income (sum of items 1 through 10

minus item 11) (must equal Schedule RC, sum of Items 4.a and 4.b) _

(1) The $300 million asset size test is generally based on the total assets reported on the June 30, 200B, Report of Condition.

(2) Report fixed rate loans and leases by remaining maturity and floating rate loans by next repricing date.

(3) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual dosed-end loans secured by first liens on 1-4

famIly residential properties included in Schedule RC-N, item l.c.(2)(alt column C, must equal total c1osed~end loans secured

by first liens an 1~4 family residential properties from Schedule RC-C, part I, item l.c.(2){a), column B.

(4) Sum of Memorandum Items 2.b.(l) through 2.b.(6) plus total nonaccrualloans and leases from Schedule RC-N, sum of items 1 through B,

column C, minus nonaccrual closed-end loans secured by first liens on 1-4 family residential properties included in Schedule RC-N,

item 1.c.(2)(a), column C, must equal total loans and leases from Schedule RC-C, part I, sum of items 1 through 10, column B, minus total

closed-end loans secured by first liens on 1~4 family residential properties fram Schedule RC-C, part I, item 1.c.(2)(a), column B.
1st Enterprise Bank

Legailltle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-9

I 21

Schedule RC-C-Continued

Part I. Continued

Memoranda - Continued Dollar Amounts in Thousands

3. Loans to finance commercial real estate, construction, and land development activities

(not secured by real estate)

included in Schedule RC-C, part I, Items 4 and 9, column B (5) _

4. Adjustable rate c10sedwend loans secured by first liens on 1-4 family residential properties

(included In SChedule RC-C, part I, item 1.c.(2)(a), column B), _

5. To be completedby banks wilh $300 million or more in total assets: (6)

Loans secured by real estate to non~U.s. addressees (domidle)

(included in Schedule RC-C, part I, items La through 1.e, column B) _

Memorandum item 6 is to be completed by banks that (1) together with affiliated institutions, have outstanding

credit cardreceivables (as defined in the instructions) that exceed $500 million as ofthe report date or (2)

are credit carel spedalty banks as defined for Uniform Bank Performance Reportpurposes.

6. Outstanding credit card fees and finance charges induded in Schedule RC-C,

part I, item 6.a. _

Memorandum item 7 is to be completedbyall banksl

7. Purchased Impaired loans held for investment accounted for in accordance with AICPA

Statement of Po~tion 03-3 (exclude loans held for sale):

a. Outstanding balance' -!-~~ _::J

b. Carrying amount induded in Schedule RCwC, part I, items 1 through 9, _

8. Closedwend loans with negative amortization features secured by 1--4 family residential properties:

a. Total carrying amount of closed-end loans with negative amortization features secured

by 1-4 family residential properties (included in Schedule RC-C, part I, items 1.c.(2)(a) and (b)) _

Memorandum items 8.b and 8.c are to be completed by banks that had c/osedwend loans

with negative amortization features secured by 1-4 family residentialpropet1les (as reported

in SChedule RC~c, part 1, Memorandum item 8.a.) as ofDecember 31, 2008, that exceeded

the lesser of$100 million or 5 percent oftotal loans and leases, net ofuneamed income

(as reported in Schedule RC-C, part I, item 12, column B).

b. Total maximum remaining amount of negative amortization contractually permitted on

dosed-end loans secured by 1-4 family residential properties _

c. Total amount of negative amortization on dosed~end loans secured by 1-4 family residential

properties included in the carrying amount reported in Memorandum ltern 8.a above _

9. Loans serured by 1-4 family residential properties in process of foreclosure (inclUded in

SChedule RC-C, part I, Items 1.c.(I), 1.c.(2)(a), and 1.c.(2)(b»)

Memorandum items 10 and 11 are to be completed bybanks that have elected to measure loans

Induded in Schedule RC-C, partI, items 1 through 9, at fair value under a fair value option.

10. loans measured at fair value (included in Schedule RC-C, part I, items 1 through 9):

a. Loans secured by real estate:

(1) Construction, land development, and other land loans --lE~f_---~;j

(2) Secured by farmland (indudlng farm residential and other Improvements)_-,- _

(3) Secured by 1-4 family residential properties:

(a) Revolving, open-end loans secured by 1~4 family residential properties

and extended under lines of credit~ 1

(b) Closed-end loans secured by 1-4 family residential properties:

(1) Secured by first iiens, f-!"""-t- ;;:;;,:j

(2) Secured by junior iiens -'-""""-L- =-"

(5) Exclude loans secured by real estate that are induded in Schedule RCwC, part I, items 1.a through i.e, column B.

(6) The $300 million asset size test is generally based on the total assets reported on the June 30, 2008, Report of Condition.

M.3

MA

M.5

M.6

M.7.a

M.7.b

M.8.a

M.8.b

M.8.c

M.9

M.10.a.!

M.10.a.2

M.10.a.3.a

M.10.a.3.b.1

M.10.a.3.b.2
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-lD

I 22

Schedule RC-C-Continued

M.lD.c,l

M.10.c.2

M.lD.c.3

M,lO,d

M.l0.aA

M.10.a.S

M.lD.b

M.ll,a.l

M.ll.a.2

M.l1.a.3.b,l

M.ll.a.3.b.2

M.1LaA

M.1La.S

M.l1.b

M.l1.a,3,a

M.l1.c.l

M.11.c,2

M.11.c,3

M.1Ld

Part I. Continued

Memoranda - Continued Dollar Amounts in Thousands Bill Mill Thou

10. a. (4) Secured by multifamily (S or more) residential propertles~ I---"","-+- ...:N'::!'4A

(5) Secured by nonfarm nonresidential properties. -!-!2!!:!....j.. --CN;/ACi

b. Commercial and industrial loans--:--:__,-,- -j N/A

10. c, loans to individuals for household, family, and other personal

expenditures (Le., consumer loans) (indudes purchased paper):

(1) Credit cards':-_~~------------------------!.fl!~----.;:~ (2) Other revolving credit Plans,--:-_---, ---, f-!~+ -;~

(3) other consumer loans (includes single payment, installment, and all student 10ans) --I-.2"'-I- ---'-'''4

d. Other loans:-:-_--,-, _

11. UnpaId principal balance of loans measured at fair value (reported in Schedule RC-C,

part I, Memorandum item 10):

a. Loans secured by real estate:

(1) Construction, land development, and other land 10ans, _I...'2~I_---.;:;;I

(2) Secured by farmland (induding farm residential and other improvement5) _

(3) Secured by 1-4 family residential properties:

(a) Revolving, open-end loans secured by 1-4 family residential properties

and extended under lines of credit.-,- -------------------

(b) Closed·end loans secured by 1·4 family residential properties:

(1) Secured by first liens. ~~l_---~

(2) Secured by junior liens~ _I...'2~I_---~:j

(4) Secured by multifamily (5 or more) residential properties, _I...'2~I_---~;J

(5) Secured by nonfarm nonresidential properties +""'-l- --:.:::,.:j

b. Commerdal and industrial loan5__-------------------------

c. Loans to individuals for household, family, and other personal

expenditures (i.e., consumer loans) (inclUdes purchased paper):

(1) Credit cards F598 NlA

(2) Other revolving credit plans F599 N/A

(3) Other consumer loans (indudes single payment, installment, and all student loans) F600 N/A

d. Other loans L..!F"6,,OlLL --:N:c/A:.:J

M.12,c

M.12,d

M.12.a

M.12,b

RCON Bil I Mil I Thou

(Column C)

Best estimate at

acquisition date of

of contractual cash

fJaws not expected

to be collected

(Column B)

Gross contractual

amounts

receivable at

acquisition date

(Column A)

Fair value of

acquired loans

and leases at

acquisition date

Dollar Amounts in Thousands

12. Loans (not subject to the requirements of AICPA

Statement of Position 03-3) and leases held for

investment that were acquired in business

combinations with acqUisition dates in the current

calendar year:

a. Loans secured by real estate - +~!Lj-----~.l!!!~1_----~~m+_----~

b. Commercial and industrial loans _

c. Loans to individuals for household, family, and

other personal expenditures ----------+-""'-'--I------3-"'""'-+--------;;I-!'-~+----~ d. All other loans and all leases ---'-"'''''-L. ='''''"-l. --'1..!:!~~ ...::J
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-l1

I 23

Schedule RC-D - Trading Assets and Liabilities

Schedule RC-D is to be completed by banks that reported average trading assets (Schedule RC-K, item 7)

of $2 million or more in any of the four preceding calendar quarters.

6.a.3.a

1

2

3

6,a.l

6.a.2

4.a

6.c.l

6.c.2

6.c.3

6.d

4.b

4.c

5

9

11

12

Dollar Amounts [n Thousands

ASSETS

1. U.S. Treasury securities -,..,,--:-,..,,-----------------------__-=:.~----~

2. U.S. Government agency obligations (exdude mortgage-backed securities) +~+---~::;;:j

3. Securities issued by states and political subdivisions in the U.S. _

4. Mortgage-backed securities (MBS):

a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA _

b. other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA

(include CMOs, REMICs, and stripped MBS) -I-===-=-l- ~~

c. All other mortgage-backed securities -I~~I_---~~

5. Other debt securities; _

6. Loans:

8. Loans secured by real estate:

(1) Construction! land development, and other land loan5, __1..!:!'!'!:Ljf_---~

(2) Secured by farmland (induding Farm residential and other improvements) _

(3) Secured by 1-4 Family residential properties:

(a) Revolving, open~end loans secured by 1-4 family residential properties

and extended under lines of credit _

(b) Closed-end loans secured by 1·4 family residential properties:

(1) Secured by first liens, I-!:2Q!...J.. ~N~/A~ 6.a.3.b.l

(2) Secured by junior liens N/A 6.a.3.b.2

(4) Secured by multiFamily (5 or more) residential properties N/A 6.a.4

(5) Secured by nonFanm nonresident,al properties N/A 6.a.5

b. Commercial and industrial loans N/A G.b

c. Loans to individuals for household, family, and other personal

expenditures (i.e., consumer loans) (includes purchased paper):

(1) Credit cards ,..,,- -I-lli.~---....':':~

(2) other revolving credit plans,..,,- .I_!!O!!!+---~~

(3) Other consumer loans (indudes single payment, installment, and all student loans) ..j-!:E.!!+ ~:::;I

d, Other loans:-;-;- _

7. and 8. Not applicable

9. Other trading assets _I

10. Not applicable

11. Derivatives with a positive fair value ----'----------------------l-..:::~----~

12. Total trading assets (sum of items 1 through 11) (must equal SChedule RC, item S) -I...:::::::..J =

13.a

13.b

14

15

RCON Bill MlIl Thou

ions 3546 N/A

F624 N/A

ve fair value 3547 N/A

m of items 13.a through 14) (must equal Schedule RC, item 15) 3548 N/A

LIABILITIES

13, a. Liability for short posit

b. Other trading liabilities

14. Derivatives with a negatl

15. Total trading liabilities (su
1st Enterprise Bank

Legal Ti~e of Bank

FDIC Certificate Number: 5B321

FFIEC 041

Page RC-12

I 24

Schedule RC-D - Continued

N/A M.l.a.3.b.l

N/A M.l.a.3.b.2

N/A M.l.aA

N/A M.l.a.S

N/A M.l.b

M.l.a.l

M.l.a.2

M.l.c.1

M.l.c.2

M.l.c.3

M.l.d

M.l.a.3.a

M.3.a

M.3.b

N/A MA.a

N/A MA.b

N/A MAc

N/A MAd

N/A MAe

N/A MAf

N/A MA.g

N/A MA.h

MS.a

MS.b

M.6

N/A M.7.a

N/A M.7.b

N/A M.8

Dollar Amounts in Thousands

1. Unpaid prindpal balance of loans measured at faIr value (reported in Schedule RC-D,

items 6.a.(l) through 6.d):

a. Loans secured by real estate:

(1) Construction, land development, and other land loans --j..!:!l£+- -7~

(2) Secured by farmland (including farm residential and other improvements) _

(3) Secured by 1-4 family residential properties:

(a) Revolving, open-end loans secured by 1-4 family residential properties

and extended under lines of credit. 1

(b) dosed-end loans secured by 1-4 family residential properties:

(1) Secured by first liens F628

(2) Secured by Junior liens F629

(4) Secured by mul~family (S or more) residen~al properties F630

(5) Secured by nonfarm nonresidential properties F631

b. Commercial and industrial loans F632

c. Loans to individuals for household, family, and other persona!

expenditures (i.e.} consumer loans) (includes purchased paper):

(1) Credit cards.-:-_-:::--:- +~4_---...;;21

(2) Other revolving credit plans-:- .f--!'~+_---~::;J

(3) Other consumer loans (Includes Single payment, installment, and all student 10ans) +''''''t- ....;;C71

d. Other loans _

2. Not applicable

3. Loans measured at fair value that are past due 90 days or more:(!)

a. Fair value,-:--:--:--:- -f-"''''-f- -;.;;:;,:j

b. Unpaid principal balance' _

Memoranda

Memorandum items 4 through 10 are to be completed by banks thatreported average

trading assets (Schedule RC-I(, item 7) of$1 billion or more in any ofthe four preceding

calendar quarters.

4. Asset-backed securities:

a. Residential mortgage-backed securities, -!-"'F6"'4"'1+_----;7:7!

b. Commercial mortgage-backed securities; ~-"F6~4!f2+---...;;~

c. Credit card receivables~ f-"F6"'4"'3+---__;~

d. Home equity Iines, ~LF6"'4!:!4+_----;;;:;,:j

e. Automobile loans' --jf-'F':!6c'!454- --;:::;;I

f. other consumer loans~-:-:---------------------------+F!:56!:!4.!.6+------;:::;;I g. Commercial and industrial loans --j-'F"'6~47~ .;;,:j

h. other:--:-:-:-:-:- F648

5. Collateralized debt obligations:

a. Synthetic !-='-f- -"':,:J

b. other~-,.-,.~----...,...--------------------I--"'''4----7.:7I 6. Retained beneficial interests in securltizations (first-loss or equIty tranches) --.J

7. EquIty securities:

a. Readily determinable fair values, +-:F62;5~2+---...;;T,;1

b. other--::__:-...,......,...-------------------------f-1F"'6"'53'-t----~:7I 8. Loans pending securitization J-'F:!6"S4U .':':'~
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-13

I 25

Schedule RC-D - Continued

Memoranda - Continued

Dollar Amounts in Thousands

9. Other trading assets (itemize and describe amounts included in Schedule RC-D, item 9,

that are greater than $25,000 and exceed 25% of the item):

TEXT

a. F655 NIA

b. '656 NIA

c. '657 NIA

10. Other trading liabilities (itemize and describe amounts induded in Schedule RC-D, item

13.b, that are greater than $25,000 and exceed 25% of the item):

a. F658 N/A

b. F659 NIA

c. F660 NIA

F658

F659

F660

M.9.a

M.9.b

M.9.c

NIA M.I0.a

NIA M.l0.b

NIA M.l0.c
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-14

I 26

Schedule RC-E-Oeposit Liabilities

Transaction Accounts

Nontrans6ction

Accounts

4

5

1

2

3

7

6

(Column C)

Total

nontransaction

accounts

(Including MMDAs)

Bil I Mil I Thou RCON Bill Mil [ Thou RCON Bil I Mil [Thou

(Column A) (Coiumn B)

Total transaction Memo: Total

accounts (including demand deposits

total demand (included in

Dollar Amounts in Thousands deposits) column A)

Deposits of:

1. Individuals, partnerships/ and corporations

(Include all certified and official checks) --j~=_/_--..::..::..:.:;;

2. U.S. Govemment +=:=:+ --;,

3. States and politicai subdivisions in the U.S. --h

4. Commercial banks and other depository

institutions in the U.S. +==+ --;,

5. Banks in foreign countries, _

6. Foreign governments and official institutions

(including foreign central banks),.,.--_-,- --.J

7. Total (sum of items 1 through 6) (sum of

columns Aand C must equal Schedule RC/

item 13.a)' .J...:=CL__....::.:=~=::..L___.::==="'_l.____"'=:::J

M.l.c.2

M.l.c.l

M.l.a

M.l.b

M.l.d.1

M.1.e

M.l.d.2

M.2.c.l

M.2.a.1

M.2.a.2

M.2.b

M.2.c

Memoranda

1. Selected components of total deposits (Le., sum of item 7} columns A and C):

a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts, -+==-J =::J

b. Total brokered deposits, _

c. Fully insured brokered deposits (included in Memorandum item lob above): (1)

(1) Brokered deposits issued in denominations of less than $100,000 ---.J

(2) Brokered deposits issued in denominations of $100/000 and certain brokered

retirement deposit accounts --------------------------1

d. Maturity data for brokered deposits:

(1) Brokered deposits issued in denominations of less than $100,000 with a remaining

maturity of one year or iess (induded in Memorandum item 1.c.(l) above) _

(2) Brokered deposits issued in denominations of $100,000 or more with a remaining

maturity of one year or less (included in Memorandum item 1.b above)

e. Preferred deposits (uninsured deposits of states and political subdivisions'in the U.S.

reported in item 3 above which are secured or collateralized as required under state law)

"(to be cDmpleted for the December report onfy) 1

2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.c

must equal item 7, column C above):

a. Savings deposits:

(1) Money market deposit accounts (MMDAs) +-:=+__...:.::c~~

(2) Other savings deposits (excludes MMDAs) f.C:~+ ~:::,:,j

b. Total time deposits of iess than $100,000' --+~~----;:-~::1

c. Total time deposits of $100,000 or more _

(1) Individual Retirement Accounts (IRAs) and Keogh Plan accounts included in

Memorandum item 2.c, "Total time deposits of $100,000 or more," above -l-'~c.L ____"~

Dollar Amounts in Thousands

(1) Report brokered retirement deposit accounts eligible for $250,000 in deposit insurance coverage in Memorandumitem 1.c.(l) only If they

have been issued In denominations of less than $100,000 (see instructions). Report brokered retirement deposit accounts in Memorandum

item 1.c.(2) if they have been issued either in denominations of exactly $100/000 through exactly $250,000 or In denominations greater

than $250,000 and participated out by the broker in shares of exactiy $100,000 through exactiy $250,000 or less.
1st Enterprise Bank

Legal TiUe of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-15

I 27

Schedule RC-E-Continued

M.3.b

M.3.a.l

M.3.a.2

M.3.a.3

M.3.a.4

M.4.a.l

MA.a.2

MA.a.3

MA.aA

MA.b

Memoranda - Continued

3. Maturity and repricing data for time deposits of less than $100,000:

a. Time deposits of less than $100,000 with a remaining maturity or

next repricing date of: (1, 2)

(1) Three months or lessi .~~_!_---~:;J

(2) Over three months through 12 months, +='=+ ---"~

(3) Over one year through three years, -I-':'::::-t

(4) Over three years, _

b. lime deposits of less than $100,000 With a REMAINING MATURITY of one year or less

(included in Memorandum items 3.a.(I) and 3.a.(2) above) (3) _

4. Maturity and repricing data for time deposits of $100,000 or more:

a. Time deposits of $100,000 or more with a remaining maturity or

next repricing date of: (1, 4)

(1) Three months or less,_---,- I-':':=-_!_-----:~;';l

(2) Over three months through 12 months. +=+ =::.o-l

(3) Over one year through three years' ~~::._t----~

(4) Over three years, _

b. lime deposits of $100,000 or more with a REMAINING MATURITY of one year or less

(included in Memorandum items 4.a.(I) and 4.a,(2) above) (3) -'-=::..L -'2:.=J

(1) Report fixed rate time deposits by remaining maturity and floating rate time deposits by next repricing date.

(2) Sum of Memorandum items 3.a.(I) through 3,a.(4) must equal Schedule RC·E, Memorandum item 2.b.

(3) Report both fixed and floating rate time deposits by remaining maturity. Exdude floating rate time deposits with

a next repricing date of one year or less that have a remaining maturity of over one year.

(4) Sum of Memorandum items 4.a.(I) through 4.a.(4) must equal Schedule RC-E, Memorandum item 2.c.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-16

I 28

Schedule RC-F-Other Assets

Dollar Amounts in Thousands RCON Bit I Mil I Thou

1

300 2

1.047

A519 0 3.a

A520 0 3.b

1752 1.089 4

C009 0 5

2168 553 6

263 6.a

0 6.b

0 6.c

0 6.d

211 6.e

0 6.f

0 6.g

7

3549

3550

3551

C436

E 2166

a,==x

b.

n ==~~~~ inl i vhil 1578

c. D riv iv w· " i n r C010

d. Retained interests in accrued interest receivable related to

ri ·z r j

1. Accrued interest receivable (1) 6556

2. Net deferred tax assets (2),:-:-:-:---:--:---:-c-:-::---------------- 2148

3. Interest-only strips receivable (not in the form of a security) (3) on:

a. Mortgage 10ans, I-';=+ -;';j

b. Other financial assets,__:-__-::- :-:- I-';=+ ;-;;;;;;/

4. Equity securities that DD NOT have readily determinable fair values (4) --1-==--+- =::1

5. Ufe insurance assets'- +=:+ --,~

6. All other assets (itemize and describe amounts greater than $25,000 that exceed 25% of this item) _

TEXT

e. 3549 Software

f. 3550

g. 3551

7. Total (sum of items 1 through 6) (must equal Schedule RC, item 11) -'--=~L_ "__'_'

Schedule RC-G-Other Liabilities

Dollar Amounts in Thousands RCON Bll J Mil I Thou

La

l.b

2

3

4

4.a

4.b

4.c

4.d

4.e

4.f

4,g

5

o

o

o

o

493

o

o

3066

C011

2932

C012

3552

3553

3554

in

Ii .. j

I n

b.

c.

a.

1. a. Interest accrued and unpaid on deposits (5), -11-3"6"'45:+ --,,,1-011

b. Other expenses accrued and unpaid (includes accrued income taxes paYabJe) f-3::-:6:.;46::.+ ---'7c:5:,j4

2. Net deferred tax liabilities (2)_:- +::-:30':'4:o-9+- -;;;~0

3. Allowance for credit losses on off·balance sheet credit exposures,-=-:-:- :-::c:::----,-:-_:- r-:;B;;:55;;;7+ ~21~5

4. All other liabilities (itemize and describe amounts greater than $25,000 that exceed 25% of this item) 2938 493

TEXT

n P

v i vf':" hl~r

e. 3552 Landlord Portion of Leasehold Improvement, Net

f. 3553

g. 3554

5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) ---'-==--'--__-'-'-"-=>

(1) Includes accrued interest receivable on loans, leases, debt securities, and other interest-bearing assets.

(2) See discussion of deferred income taxes in Glossary entry on "income taxes."

(3) Report Interest-only strips receivable in the form of a security as available-far-sale securities

in Schedule Rei item 2.b, or as trading assets in Schedule Rei item 5, as appropriate.

(4) Includes Federal Reserve stock, Federal Home Loan Bank stock, and bankers' bank stock.

(S) For savings banks, include "dividends" accrued and unpaid on deposits.
1st Enterprise Bank

Legal Title of 8ank

FDIC Certificate Number: 58321

FFIEC Oql

Page RC-17

I 29

Schedule RC-K-Quarterly Averages (1)

Dollar Amounts in Thousands

6.d.2

1

6.d.1

6.b.1

6.b.2

6.c

6.a

2

3

4

5

10

7

8

9

13

l1.a

l1.b

l1.c

12

ASSETS

1. Interest-bearing balances due from depository institutions, _

2. U.S. Treasury securities and U.S. Government agency obligations (2)

(excluding mortgage~backed securities)' +=:7i ~"";;;J

3, Mortgage-backed securities (2),-,--,-__--,-.,.--,-_-,- -,- _

4. All other securities (2, 3) (includes securities issued by states and

political subdivisions in the U.S.) +=:+__-'7;~

5. Federal funds sold and securities purchased under agreements to resell _

6. loans:

a. Totalloans, -,- _

b. Loans secured by real estate:

(1) loans secured by 1-4 family residential properties, ~--------------t~;;_i_--___;_~~

(2) All other loans secured by real estate, -!--=:''O-I .,.;;.''"'''"

c. Commerdal and Industrial loans _

d. Loans to individuals for household, family, and other personal expenditures:

(1) Credit cards, _

(2) Other (includes single payment, installment, all student loans,

and revolving credit plans other than credit cards) _

7. To be completed by banks with $100 million or more in total assets: (4)

Trading assets, ~'O"+-----_"j

8. lease financing receivables (net of unearned income)' --+-==-i_--=o;-;;co;'j

9. Total assets (5) _

LIABILITIES

10. Interest-bearing transaction accounts (NOW accounts, ATS accounts, and telephone

and preauthorized transfer accounts) (exclude demand deposits), _

11. Nontransaction accounts:

a. Savings deposits (includes MMDAs), I-::::::-l-__c::;;~~

b. Time deposits of $100,000 or more:..... +:'O':::+ ..:.:;:'3

c. Time deposits of less than $100,000_-,- -, +:;:;;::;+ -'-'-;1

12. Federal funds purchased and securities sold under agreements to repurchase _

13. To be completed by banks with $100 mil/ion or more In total assets: (4)

other borrowed money (includes mortgage indebtedness and obligations under

capitalized leases) ,--"'''''-'- '-'

Memorandum

Memorandum item 1 is to be completed by: (4)

• banks with $300 million or more in total assets, and

• banks with less than $300 million in total assets thathave loans

to finance agriculturalprodudion and otherloans to farmers

(Schedule RC-C; parrI, item 3) exceeding five percent oftala/loans.

1. Loans to finance agricultural production and other loans to farmers, L...::=.L ---'-= M.l

(1) For all items, banks have the option of reporting either (1) an average of DAILY figures for the quarter,

or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the quarter).

(2) Quarterly averages for all debt securities should be based on amortized cost.

(3) Quarterly averages for all equity securities should be based on historical cost.

(4) The asset size tests and the five percent of total loans test are generally based on the total assets and total loans reported on the

June 30, 2008, Report of Condition.

(5) The quarterly average for total assets should reflect all debt securities (not held for trading) at amortized cost, equity

securities with readily determinable fair values at the lower of cost or fair value, and equity securities without readily

determinable fair values at historical cost.
1st Enterprise Bank

Legallitle of Bank

FDIC Certificate Number: 58321

FFlEC 041

Page RC-18

I 30

Schedule RC-L-Derivatives and Off-Balance Sheet Items

Please read carefully the Instructions for the preparation of Schedule RC-L. Some of the amounts

reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk.

Dollar Amounts in Thousands

7.a.(I)

7.a.(2)

7.a.(3)

7.a.(4)

l.a

l.ti

1.c.2

I.d

I.e

2

9.a

9.b

2.a

3

I.c,l.a

7.b.(I)

7,b.(2)

B

I.c.l.b

3.a

4

6

9

9.c

9.d

9.e

9.f

10

lO.a

10.b

10.c

10.d

10.e

b. ~:::~:~;;::;:;jt;;;;:;;;:;~;;~=========n34~3~2t====~ a.

h wh n-i i . 3434

c. Standby letters of credit issued by a Federal Home loan Bank

I C978

ri 3435

b. 5592 5592

c. 5593 5593

d. 5594 5594

e. 5595 5595

1. Unused commitments:

a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home equity lines -----r.;;;-;+---:;':;-:;;;J

b. Credit card Iines, _

c. (1) Commitments to fund commercial real estate, construction, and land development loans

secured by real estate:

(a) 1-4 famiiy residential construction loan commitments _

(b) Commercial real estate, other construction loan, and land

development loan commitments _

(2) Commitments to fund commerdal real estate, construction, and land development loans

NOT secured by real estate r~~----___;;J

d. Securities underwribng I-:'=+-__-;;:;-:;;a

e. other unused commftments, r=::+---~~

2. Financial standby letters of credit.-,_-,---,--,-_--,- -,-_--,- _

Item 2.a isto be completedbybanks with $1 billion ormore in total assets. J. r::=-,------;-;-cc

a. Amount of financial standby letters of credit conveyed to others' -L.::.3::82"OCL -'-'''-'

3. Performance standby letters of credlt,--,- _

Item 3.8 is to be completed bybanks with $1 billion ormore in total assets. J r::=-,------;-;-cc

a. Amount of performance standby letters of credit conveyed to others, -'--'3-'-82,,2'-'-- _

4. Commercial and similar letters of credit~ _

S. Not applicable

6. Securities lent (induding customers' securities lent where the customer is indemnified

against loss by the reporting bank) r- --, _

(Column A) (Column B)

7. Credit derivatives: Guarantor Beneficiary

a. Notional amounts: 811 I Mil I Thou RCON 8111 Mill Thou

(I) Credit default swaps -f-=::-J -;:-0f-:C;::9"'69+ ""O

(2) Total return swaps r::::::-+- -;0EC~97;:;1+----__;;O (3) Credit options -+-="-t --,0't-:C'::97:'3+ -;;.O

(4) other credit derivatives -\°C97S°

b. Gross fair values:

(1) Gross positive fair value,--- -t-=~r__-----;;;t-;~+----_;:_

(2) Gross negative fair value '--'-=-'- -'--==...J _

8. Spot foreign exchange contracts, _

9. All other off-balance sheet liabilities (exclude derIvatives) (itemize and describe each component

of this item over 25% of Schedule RC, item 27.a, "Total bank equity capital") _

TEXT

d. 3555 3555

e. 3556 3556 3557 3557

10. All other off-balance sheet assets (exclude derivatives) (itemize and describe each component

of this item over 25% of Schedule RC, item 27.a, ''Total bank equity capital") _

TEXT

(1) The $1 billion asset size test is generally based on the total assets reported In the June 30, 2008, Report of Condition.
1st Enterprise Bank

Legal TItle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-19

I 31

Schedule RC-L-Continued

l1.a

l1.b

0 12.a

RCON 8700

0 12.b

RCON 8704

0 12.c.l

RCON 8708

0 12.c.2

RCON 8712

0 l2.d.1

RCON 8716

0 l2.d.2

RCON 8720

0 12.e

RCON 8724

13

14

14.a

15.a.l

15.a.2

0 15.b.1

RCON 8748

0 15.b.2

Dollar Amounts in Thousands

RCON 8697

RCON 8713

RCON 8705

(2) Purchased options' -!- ==-...::

d. Over-the-counter option contracts: RCON 8709

(1) Written optlons, +__-_-----'

b. Forward contracls, -+_-.,.,- ---.':

C. Exchange-traded option contracts: RCON 8701

(1) Written optlons e- ---::

12. Gross amounts (e.g.! notional amounts)

(for each column, sum of items 12.8 through

12.e must equal sum of items 13 and 14):

a. Futures contracts -IRCON 3450

(2) Gross negatIve fair value' J- ---".

(2) Purchased options, +--

(2) Gross negative fair value' _

b. Contracts held for purposes other

than trading:

(1) Gross positive fair value' -l- ,.,---.,.,--~

RCON 8745

11. Year-to-date merchant credit card sales volume:

a. Sales for which the reporting bank is the acquiring banki l-"==-+ --..::i

b. Sales for which the reporting bank is the ag~en"'t:,b~a~n~k:..'w~i"'th~rl~sk::==:;==_=====;==::;::=====:S=~====~

Dollar Amounts in Thousands (Column A)

Interest

Derivatives Position Indicators Rate

Contracts

e. 5waps, +- --"

13. Total gross notional amount of RCON A126

derivative contracts held for trading _

14. Total gross notional amount of

derivative contracts held For

purposes other than trading -Ia. Interest rate swaps where the bank

has agreed to pay a fixed rate ---j

15. Gross fair values of derivative contracts:

a. Contracts held for trading:

(1) Gross positive fair value -J.. ----'!
1st Enterprise Bank

Legal nUe of Bank

FDIC Certificate Number: SB321

FFIEC 041

Page RC-20

I 32

Schedule RC-M-Memoranda

La

5.a.2

5.a.3

5.a.1.a

S.a.1.b

5.a.1.c

5.a.1.d

5.b.2

5.c

S.b,1.a

S.b,1.b

S.b,1.C

5.b.1.d

lob

2.a

2.a.1

2.b

2.C

2.d

3.a

s50B 0 3.b.l

5509 0 3.b.2

5510 0 3.b.3

5511 0 3.M

5512 0 3.b.5

C979 0 3.b.6

2150 0 3.c

4.a

4.b

4.c

Number

Dollar Amounts in Thousands

1. Extensions of credit by the reporting bank to its executive officers, directors, principal

shareholders, and their related interests as of the report date:

a. Aggregate amount of all extensions of credit to all executive officers, directors, prindpal

shareholders, and their related interests, ---------------

b. Number of executive officersj directorsj and principal shareholders to whom the amount of

all extensions of credit by the reporting bank (including extensions of credit to

related interests) equals or exceeds the lesser of $500,000 or 5 percent RCON

of total capital as defined for this purpose in agency regulations, .c..:6.::16::s:..L ___=_

2. Intangible assets other than goodwill:

a. Mortgage servicing assets .,.-,=,..,. ----;;:

(1) Estimated fair value of mortgage servicing assets, -1.:.A"s:::. 90::..J. "-

b. Purchased credit card relationships and nonmortgage servidng assets, r.~o+---- __ c. All other identifiable Intangible assets, -!r..:.:-:-:-r- -oJ

d. Total (sum of items 2.a, 2.b, and 2.c) (must equal Schedule RC, item 1O.b) _

3. other real estate owned:

a. Direct and Indirect investments in real estate ventures, ---'

b. All other real estate owned:

(1) Construction, land development, and other land, +:=+

(2) Farmland - __--,__----------------------

(3) 1-4 family residential properties~ +='+----~

(4) Multifamily (5 or more) residential properties _

(5) Nonfarm nonresidential properties, f-=.:clr- -,~

(6) Foreclosed properties from "GNMA loans" ::-:--,--,-::-:---,--__-------------if7..;;;-+------~

c. Total (sum of items 3.a and 3.b) (must equal Schedule RC, item 7) _

4. Investments in unconsolidated subsidiaries and associated companies:

a. DJrect and indirect investments in real estate ventures__------------------+-:;:;:;,:-cr-----~

b. All other investments in unconsolidated sUbsidiaries and associated companies +..::"'c'+ --':-!

c. Total (sum of items 4.a and 4.b) (must equal Schedule RC, item 8) _

s. Other borrowed money:

a. Federal Home Loan Bank advances:

(1) Advances with a remaining maturity or next repricing date of: (1)

(a) One year or less ---------------------------jf-:::::::-+-----'=~

(b) Over one year through three years ---------------------t-:::;;::-+-----~

(c) Over three years through five years ---------------------1-=-=-1-----:-1

(d) Over five years _

(2) Advances with a REMAINING MATURITY of one year or less (included in item

S.a.(l)(a) above) (2) __-:-:-:-:-----,...,.,.--:-:-,--,-,__,__------------t-;;;:;;;-,r---.:..:.:~

(3) Structured advances (included in items S.a,(I)(a) - Cd) above) _

b. Other borrowings:

(1) Other ~orrowjngs with a remaining maturity or next repricing date of: (3)

(a) One year or less - __--,-------------------------r.:;;;:.t------;:j

(b) Over one year through three years ---------------------t-=:=-t------.::I

(c) Over three years through five years ----------------------+-';:':clr-----,~

(d) Over five years ,__---::c-,-=-,--,__---,------,__,__,__--------

(2) Other borrowings with a REMAINING MATURITY of one year or less (included in

item 5.b.(l)(a) above) (4) ----------------------+==+-----:c=~

c. Total (sum of items 5.a.(l)(a)-(d) and items S.b.(l)(a)-(d)) (must equal Schedule RC, item 16) -l.=::...J. ==

(1) Report fixed rate advances by remaining maturity and floating rate advances by next repricing date.

(2) Report both fixed and floating rate advances by remaining maturity. Exdude floating rate advances with a next

repricing date of one year or less that have a remaining maturity of over one year.

(3) Report fixed rate other borrowings by remaining maturity and floating rate other borrowings by next repridng date.

(4) Report both fixed and fioating rate other borrowings by remaining maturity. Exclude fioating rate other borrowings

with a next repricing date of one year or less that have a remaining maturity of over one year.
1st Enterprise Bank

Legal TItle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-21

I 33

Schedule RC-M-Continued

RCON YES I NO

8569 YES 6

~I Bill Mill Thou 01

8570 7

Dollar Amounts in Thousands

6. Does the reporting bank sell private Jabel or third party mutual funds and annuities? -'-='-'-_--'=--'--'

7. Assets under the reporting bank's management in proprietalY mutual funds and annuities .J

8. Primary Internet Web site address of the bank (home page), If any

(Example: www.examplebank.com)

(TEXT 4087) http://www.1stenterprisebank.com 8

9. Do any of the bank's Intemet Web sites have transactional capability, i.e., allow the YES I NO I

bank's customers to execute transactions on their accounts through the Web site? ~L.__Y",E:.:S,-_ 9

10. Secured liabilities:

a. Amount of "Federal funds purchased" that are secured (included in Schedule Re, item 14.a) _

b. Amount of "other borrowings" that are secured (included in Sdledule RC-M,

Items 5.b.(1)(a)-(d)) -"-'=-'- -'J

10,a

10.b
1st Enterprise Bank

Legal Title of 8ank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-22

I 34

Schedule RC-N-Past Due and Nonaccrual Loans, Leases, and Other Assets

S.a

2

1.a.l

1.a.2

1.b

l.d

S.b

1.e.2

1.e.l

4

1.c.l

1.c.2.a

1.c.2.b

9

6

7

8

(Column q

Nonaccrual

B1J I Mil I Thou

(Column A)

Past due

30 through 89

days and still

accruing

Dollar Amounts in Thousand

1. Loans secured by real estate:

a. Construction, land development, and other land loans:

(1) 1-4 family residential construction loans~ --i

(2) other construction ioans and all land

development and oU,er land 10ans;-------E~+----...;a_:::7_I_----;c~~----~

b. Secured by farmland, -----j

c. Secured by 1-4 family residential properties:

(1) Revolving, open-end loans secured by

1-4 family residential properties and

extended under lines of credit _

(2) Closed-end loans secured by 1-4 family

residential properties:

(a) Secured by first Iiens~ +:;::::'-I----_~j_O'::::.+_----~~~----~

(b) Secured by junior Iiens __

d. Secured by mulUfamily (S or more) residentiai

properties _

€. Secured by nonfarm nonresidential properties:

(I) loans secured by owner-occupied nonfarm

nonresidential properties, _

(2) Loans secured by other nonfarm

nonresidential properties, _

2. Loans to depositol)' institutions and

acceptances of other banks, _

3. Not applicable

4. Commercial and industrialloans, --~

5. Loans to individuals for household, family,

and other personal expenditures:

a. Credit cards, _

b. Other (includes single payment, installment,

all student loans, and revolving credit plans

other than credit cards) _

6. Loans to foreign governments and official

institutions, +.::=+----""""I_:'=+_----.;:J__::":o..t----~

7. All other loans (1)1--,---,---,------------f-:':::;-j------;;J-;~+_---_:a_:=+----~ 8. Lease financing receivables~ _

9. Debt securities and other assets (exdude other

real estate owned and other repossessed assets) --l..:=:"':..L ::L~~ ~l.._"~.L Cj

(1) Includes past due and nonaccrual "Loans to finance agricultural production and other loans to farmers," "Obligations (other than

securities and leases) of states and political subdivisions in the U.s.," and "other loans."
1st Enterprise Bank

Legallitle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-23

I 35

Schedule RC-N-Continued

Amounts reported in Schedule RC-N, items 1 through 8, above include guaranteed and unguaranteed portions of past due and

nonaccrual loans and leases. Report in item 10 below certain guaranteed loans and leases that have already been included in

the amounts reported in items 1 through 8.

10.a

10

10.b

(Column C)

Nonaccrual

(Column B)

Past due 90

days or more

and still

Bill MillThou

(Column A)

Past due

30 through 89

days and still

accruing

Dollar Amounts in Thousand

10. Loans and leases reported in items 1

through 8 above which are wholly or partially

guaranteed by the U.S. Government _

a. Guaranteed portion of roans and leases

included in item 10 above (exdude rebooked "GNMA loans")

b. Rebooked "GNMA loans" that have been

repurchased or are eligible for repurchase included

in item 10 above --------..J...:=:...J...------=.c..::::.:::....L-_---===...t-------':J
1st Enterprise Bank

Legailitie of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-24

I 36

Schedule RC-N-Continued

M.1.a

M.2

M.1.b

M.3.a

M.3.b

MA

M.3.c

M.3.d

M.S.b.l

M.S.b.2

M.s.a

(Column C)

Nonaccrual

(Column B)

Past due 90

days or more

and still

Bill Mil I Thou

(Column A)

Past due

30 through 89

days and soli

Memoranda accruing

Dollar Amounts in Thousands RCON

1. Restructured loans and leases included in SChedule RC-N,

items 1 through 8, above (and not reported in

Schedule RC-C, Part J, Memorandum item 1):

a. Loans secured by 1-4 family residential

properties -I

b. Other loans and all leases (exclude loans to

individuals for household, family, and other

personal expenditures) _

2. Loans to finance commercial real estate,

construction, and land development activities

(not secured by real estate)

included in Schedule RC-N, items 4 and 7, above' _

3. Memorandum items 3.a through 3.dare to be completed

by banks with $300 million or more in total assets: (1)

a. Loans secured by real estate to non-U.S. addressees

(domicile) (included in SChedule RC-N, item 1, above)

b. Loans to and acceptances of foreign banks

(included in Schedule RC-N, item 2, above) _

c. Commercial and industrial loans to non-U.S.

addressees (domicile) (included In

Schedule RC-N, item 4, above) _

d. leases to Individuals for household, family,

and other personal expenditures (included

in Schedule RC-N, item 8, above) _

Memorandum item 4 is to be compieted by: (1)

• banks with $300 million or more in total assets

• banks with less than $300 million or more in total assets

that have loans to finance agriculturalproduction and

otherloans to farmers (Schedule RC-C, part I, item 3)

exceeding five percent oftotal loans:

4. Loans to finance agricultural production and other loans to

farmers (Included in Schecuie RC-N, item 7, above)I _

5. loans and leases held for sale and loans measured at fair

value (induded Schedule RC-N, items 1 through 8, above):

a. loans and leases held for 5ale' _

b. loans measured at fair value:

(1) Fair value,.,---~:_:_------------+=::-+------,;t-=::-J----~~~I-------.;:J (2) Unpaid principal balance L...'C:~L ____':L:~L ___.:::.L!~l

(1) The $300 million asset size test and the five percent of total loans test are generally based on the total assets and total loans reported on

the June 30, 2008, Report of Condition.
1st Enterprise Bank

Legailitie of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-25

I 37

Schedule RC-N-Continued

Memoranda-Continued

(Column A)

Past due 30

Dollar Amounts in Thousands through 89 days

(Column B)

Past due gO

days or more

I

CON

7. Additions to nonaccrual assets during the quarter -j (410 .

8. NonaccruaJ assets sold during the quarter (411

M.7

M.B

Bil I Mil I Thou ~I

M.6

Memorandum item 6 is to be completed by RCON B1I I Mil I Thou RCO~ Bil I r4il I Thou

banks with $300 million or more in total assets: (1)

5. Interest rate, foreign exchange rate, and other

commodity and equity contracts:

Fair value of amounts carried as assets, ---'-..=::::...JL- -'---"-'=:-.L -'--"'-"

(1) The $300 million asset size test is generally based on the total assets reported on the June 30, 2008, Report of Condition.

Schedule RC-O-Other Data for Deposit Insurance and FICO Assessments

All banks must complete items 1 and 2, Memorandum item 1, and, if applicable, Memorandum items 2, 3, and 4 each

quarter. Each bank that reported $1 billion or more in total assets in its March 31, 2007, Report of Condition must

complete items 4 and 5 each quarter. In addition, each bank that reported $1 billion or more in total assets in two

consecutive Reports of Condition beginning with its June 3D, 2007, report must begin to complete items 4 and 5 each

quarter starting six months after the second consecutive quarter in which it reports total assets of $1 billion or more.

Each bank that becomes insured by the FDIC on or after April 1, 2007, must complete items 4 and 5 each Quarter. Any

other bank may choose to complete items 4 and 5, but the bank must then continue to complete items 4 and 5 each

quarter thereafter.

Dollar Amounts in Thousands

1. Total deposit liabilities before excluSions (gross) as defined in Section 3(1) of the Federal

Deposit Insurance Act and FDIC regulations ----------------~----+=+---=--;;l

2. Total allowable exclusions, including interest accrued and unpaid on allowable exclusions _

3. Not applicable

4. Total daily average of deposit liabilities before exclusions (gross) as defined in Section 3(1)

of the Federal Deposit Insurance Act and FDIC regulations _

5. Total daily average of allowable exclusions, including interest accrued

and unpaid on allowable exclusions '-"=-L- ='-"

1

2

4

5
1st Enterprise Bank

Legal11tle of Bank

FDIC Certificate Number: 58321

FFIEC 04!

Page RC-26

I 38

Schedule RC-O-Continued

Memorandum

Dollar Amounts in Thousands

1. Total assessable deposits of the bank, including related interest accrued and unpaid

(sum of Memorandum items 1.a.(l), 1.b.(l), 1.c.(l), and 1.d.(l) must equal Schedule

RC-O, item 1 less item 2):

a. Deposit accounts (excluding retirement accounts) of $100,000 or less: (1)

(1) Amount of deposit accounts (excluding retirement accounts) of $100,000 or less•.,...._~ -

(2) Number of deposit accounts (excluding retirement accounts) RCON Number

of $100,000 or less (to be completed for the June report only) ...L.::Fo:::S~0..L N:.:l::oA

b. Deposit accounts (excluding retirement accounts) of more than $100,000: (1)

(1) Amount of deposit accounts (exduding retirement accounts) of more than $100,\"">L..-,- --

(2) Number of deposit accounts (excluding retirement accounts) RCON Number

of more than $100,000' '-'F-"0:::S2::...L ~4~1,,0

c. Retirement deposit accounts of $250,000 or less: (1)

(1) Amount of retirement deposit accounts of $250,000 or less ---,,..,_.,-_-_--

(2) Number of retirement deposit accounts of $250,000 or less RCON Number

(to be completed for the June report only) J...:.FO".o:6-'--- ...:..: N1::oA

d. Retirement deposit accounts of more than $250,000: (1)

(!) Amount of retirement deposit accounts of more than $250,000, ,."..,=_ __.,,-_--

RCON Number

(2) Number of retirement deposit accounts of more than $250,000 ..L.::FO".,,"-'--- -'-

Memorandum item 2 is to be completed by banks with $1 billion or more in total assets. (2)

2. Estimated amount of uninsured assessable deposits, including related interest

accrued and unpaid (see instructions) (3) '--"=L. --=..:::..:l

3. Has the reporting Institution been consolidated with a parent bank or savings association

in that parent bank's or parent saving association's Call Report or Thrift Financal Report?

If so, report the legal title and FDIC Certificate Number of the parent bank or parent savings

association:

TEXT _- - .: - -_L ..J[RC2illAS CO.SN FDIC Cert No. 01 Gill] @ill

Memorandum items 4.a and 4.b are to be completed by all banks participating in the

FDIC Transaction Account Guarantee Program.

4. Noninterest-bearing transaction accounts (as defined in Part 370 of the FDIC's regulations)

of more than $250,000 (see instructions):

a. Amount of noninterest-bearing transaction accounts of more than $250,000

(including balances sweptfrom noninterest-bearing transaction accounts to

noninterest-bearing savings accounts). ---------------,-::::::7,.""",..,-,=,,---1

b. Number of noninterest-bearing transaction accounts of more RCON Number

than $250,000 L:G::;l~6"::...L --.::12=:J6

(1) The dollar amounts used as the basis for reporting in Memorandum items La through 1.d reflect the deposit

insurance limits in effect on the report date without taking rnto account the temporary increase in deposit

insurance in effect through December 31, 2009.

(2) The $1 billion asset size test is generally basec on the total assets reported on the June 30. 2008, Report of Condition.

(3) Uninsured assessable deposits should be estimated based on the deposit insurance limits set forth in Memorandum items

La through l.d Without taking into account the temporary increase in deposit insurance in effect through December 31,

2009, or a bank's participation in the FDIC's Debt Guarantee Program or Transaction Account Guarantee Program.

M,1.a.!

M,1.a.2

M.1.b.1

M.1.b.2

M.1.c.!

M.1.c.2

M.1.d.!

M.1.d.2

M.2

M.3

MA.a

M.4.b
1st Enterprise Bank

Legal Tltie of Bank

FDIC Certincate Number: 58321

FFIEC 041

Page RC-27

I 39

Schedule RC-P-1-4 Family Residential Mortgage Banking Activities

Schedule RC-P is to be completed by (1) all banks with $1 billion or more in total assets' and (2) banks with less than $1 billion in total

assets at which either 1-4 family residential mortgage loan originations and purchases for rEsale2 from all sources, loan sales, or

quarter~end loans held for sale exceed $10 million for two consecutive quarters.

Dollar Amounts in Thousands

1. Retail originations during the quarter of closed~end 1~4 family residential mortgage

loans for sale:(2)

a. C1osed~end first liens ----------------------------t-='=-I----i:7;ij b. Clo5ed~end junior liens _

c. Open-end loans extended under lines of credit:

(1) Total commitment under the lines of credit: +="__I_---___;~

(2) Principal amount funded under the lines of credit. _

2. Wholesale originations and purchases during the quarter of 1~4 family

residential mortgage loans for sale:(2)

a. Closed-end nrst liens ----------------------------t-:::::-l----i:7;ij b. Closed-end junior liens _

c. Open-end loans extended under lines of credit:

(1) Total commitment under the lines of credit: +=:+---___;~

(2) Prindpal amount funded under the lines of credit _

3. 1-4 family residential mortgage loans sold during the quarter:

a. Closed~end first liens -+-=~----;;;,:j

b. Closed-end junior liens _ __,___,_------------------------

c. Open-end loans extended under lines of credit:

(1) Total commitment under the lines of credit: +==+---___;~

(2) Principal amount funded under the lines of credit _

4. 1·4 family residential mortgage loans held for sale at quarter-end (included in

Schedule RC, item 4.a):

a. Ciosed-end first liens ----------------------------+==-t-----';;;,:j b. Closed~end junior liens _

c. Open-end loans extended under lines of credit:

(1) Total commitment under the lines of credit -I-~~---__;7:::i

(2) Principal amount funded u~der the lines of credit _

5. Noninterest income for the quarter from the sale, securitization, and servicing of 1-4 family

residential mortgage loans (Included in Schedule RI, items 5,f, 5.9, and 5.i):

a. Closed~end 1~4 family residential mortgage loans -f-=~I_---.;;:,;:1

b. Open-end 1-4 family residential mortgage loans extended under Jines of credit _

6. Repurchases and indemnifications of 1-4 family residential mortgage loans during

the quarter:

a. Oosed-end first liens, I--~'_I_-----'.:::,:J

b. Oosed~end junior Iiens~ _ __,___,___:---~------------------

c. Open-end loans extended under line of credit:

(1) Total commitment under the lines of credit~ +~"__I_---___;~

(2) Principal amount funded under the lines of credit ...L="-l --'=

(1) The $1 billion asset size test is generally based on the total assets reported on the June 30, 2008, Report of Condition.

(2) Exclude originations and purchases of 1·4 family residential mortgage loans that are held for investment.

La

1.b

1.c.1

1.c.2

2.a

2.b

2.c.1

2.c.2

3.a

3.b

3.c.l

3.c.2

4.a

4.b

4.c.1

4.c.2

5.a

5.b

6.a

6.b

6.0.1

6.c.2
1st Enterprise Bank

Legallitle of Bank

FDIC Cerlincate Number: S8321

FFIEC 041

Page RC-28

I 40 I

Schedule RC-Q-Financial Assets and Liabilities Measured at Fair Value

Schedule RC·Q is to be completed by banks that (1) have elected to account for financial instruments or servicing assets and liabilities

at fair value under a fair value option or (2) are required to complete Schedule RC-O-Trading Assets and Liabilities.

Fair Value Measurements for Assets and Liabilities

under a Fair Value Option and Trading Assets and Liabilities

(Included in Schedule RC)

4

S

3

7

2.a

6

I

2

(Column E)

Level 3 Fair Value

Measurements

(Column C) I (Column D)

Levell Fair Value Level 2 Fair Value

Measurements Measurements

Bil I Mil I Thou

(Column B)

LESS: Amounts

Netted in the

Determination

. Val

(Column A)

Total Fair Value

Reported on

Schedule RC

Dollar Amounts in Thousands

7. Loan commitments (not accounted for

as derivatives) I ,'u"" I "''-'1 I UU;1 I .,,, 'I ''';1' I .." 'I I ....", I .... 'I , ..."...., ,.,. "

LIABILITIES

4, Deposits 1r<>< 1 "'''I ,~"O" I '''''I ,"" I "'''! r<"" I "'''! '<", 1 '''''I

5. Trading liabilities ..... ~~ Lit" .... ".. LII" ....,.,.. LII" ~...... LII" ........ LU"

6. All other ftnandal liabilities and

and servicing liabilities _

ASSETS

1. Loans and leases I '<'" 1 '''''1 ,""< 1 '''''I ."'0 1 "'''I ,"" ! "'''I '<'" 1 '''''1

2. Trading assets ~...... UIII. ... ,.,... U/A ..... ".. ../" ......... LU" ~....... LilA

a. Nontrading securities at fair value

with changes in fair value reported

in current earnings (included in

Schedule RC-Q, item 2, above)

3, All other financial assets and servidng

assets _~
1st Enterprise Bank

Legallitle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-29

I 41

2

3

1

4

S

6

7.a

12

13

14

IS

16

17

18

Dollar Amounts in Thousands

3368 252,074

tangible assets (from item 7.a above) 6590 0

redit card relationships (from item 9.a above) 6591 0

.b above) 5610 0

apital purposes 8596 0

(Item 22 less items 23 through 26) A22.4 252,074

C225 0

in item 21 8503 0

m62 8504 0

m27 8505 0

d redeemable preferred stock 5306 0

stock includible 1n Tier 2 capital 6593 0

sses includible in Tier 2 capital 5310 1.782

r-sale equity securities includible in TIer 2 capital 2221 0

8594 0

through 16) 5311 1,782

f item lIar 17) 8275 1,782

et risk 1395 0

based capital 8595 0

items 11, 18, and 19, less item 20) 3792 32,105

d by all banks. Column A is to be (Column A) (Coiumn B)

nancial subsidiaries.) RCON Percentage RCON Percentage

7273 0.00% 7204 12.03%

I ratio (3) 7274 0.00% 7206 16.57%

ratio (4) 7275 0.00% 7205 17.54%.

Schedule RC-R-Regulatory Capital

Tier 1 capital

1. Total bank equity capital (from Schedule RC, item 27.a) -,- ---'

2. LESS: Net unrealized gains (losses) on available-for-sale securities (1)

(if a gain, report as a positive value; if a loss, report as a negative value) ---1I-':::-:-+-__---'=-3

3. LESS: Net unrealized loss on available-far-sale EQUITY securities (1) (report loss as a positive value) _

4. LESS: Accumulated net gains (losses) on cash now hedges (1)

(if a gain, report as a positive value; if a loss, report as a negative vaIU€),------------tc":=o.+--------;o

5. LESS: Nonqualifying perpetual preferred stock. r=:::-+- -3

6. Qualifying noncontroJling (minority) interests in consolidated subsidiaries, I-:::=+ -;;J

7.a. LESS: Disallowed goodwill and other disallowed intangible assets,__c:-_c:- _

b. LESS: CumUlative change in fair value of all frnancialliabJllties accounted for under a

fair value option that is included in retained earnings and is attributable to changes in

the bank's own creditworthiness (if a net gain, report as a positive valuej if a net loss,

report as a negative value) :-:_~_~::-_:_::_:-,---:-:--:-:-------------_-r;:F2:::64:;_r--___,;';;C~0 7.b

8. Subtotal (sum of items 1 and 6, less items 2,3,4,5, 7.a, and 7.b) e227 30,323 8

9.a. LESS:. Disallowed servicing assets and purchased credit card relationships 8591 0 9.a

b. LESS: Disallowed deferred tax assets 5610 0 9.b

10. Other additions to (deductions from) lier 1 capital 6592 0 10

11. Tier 1 capital (sum of items 8 and 10, less items 9.a and 9.b) 8274 30,323 11

Tier 2 capital

12. Qualifying subordinated debt an

13. Cumulative perpetual preferred

14. Allowance for loan and lease 10

15. Unrealized gains on available-fa

16. Other Tier 2 capital components

17. Tier 2 capital (sum of items 12

18. Allowable lier 2 capital (lesser a

19. Tier 3 capital allocated for mark 19

20, LESS: Deductions for total risk' 20

21. Total risk-based capital (sum of 21

Total assets for leverage ratio

22. Average total assets (from Schedule RC-K, item 9) 22

23. LESS: Disallowed goodwill and other disallowed in 23

24. LESS: Disaliowed'servlCing assets and purchased c 24

2S. LESS: Disallowed deferred tax assets (from item 9 2S

26. LESS: Other deductions from assets for leverage c 26

27. Average total assets for leverage capital purposes 27

Adjustments for financial subsidiaries

28. a. Adjustment to Tier 1 capital reported in item 11 28.8

b. Adjustment to total risk-based capital reported 28.b

29. Adjustment to risk-weighted assets reported in ite 29

30. Adjustment to average total assets reported in ite 30

Capital ratios

(Column B is to be complete

completed by banks with fi

31. Tier I leverage ratio (2) 31

32. lier 1 risk-based capita 32

33. Totai risk-based capital 33

(1) Report amount included in Schedule RC, item 26.b, "Accumulated other comprehensive income."

(2) The ratio for column B is item 11 divided by item 27. The ratio for column A is item 11 minus item 28.a divided by (item 27 minus item 30).

(3) The ratio for column B is item 11 divided by item 62. The ratio for column A is item 11 minus item 28.a divided by (item 62 minus item 29).

(4) The ratio for column B is item 21 divided by item 62. The ratio for column A is item 21 minus item 28.b divided by (item 62 minus item 29).
1st Enterprise Bank

Legallitle of Bank

FDIC Certificate Number: 58321

FFlEC 041

Page RC-30

I 42 I

Schedule RC-R-Continued

Banks are not required to risk·weight each on-balance sheet asset and the credit equivalent amount of each off·balance sheet item that qualifies for a risk weight of less than 100

percent (50 percent for derivatives) at its lower risk weight. When completing items 34 through 54 of Schedule RC-R, each bank should decide for itself how detailed a risk-weight

analysis it wishes to perform. In other words, a bank can choose from among Its assets and off-balance sheet Items that have a risk weight of less than 100 percent which ones

to risk-weight at an appropriate lower risk weight, or it can simply risk-weight some or all of these items at a 100 percent risk weight (50 percent for derivatives).

(Column A) (Column B)

I

(Column C) (Column 0) (Column E) (Column F)

Totals Items Not Allocation by Risk Weight Categol)/

(tram Subject to

Schedule RC) Risk-Weighting

8111 Mil I Thou Bil I Mil I Thou

-

O! 34

RCON 8607

0 0 0 0 35

RCON 8609 RCON 8610 RCON B611 RCON 8612

29,228 67,656 0 16,143 36

RCON C063 RCON C064 RCON 8520

0 500 0 37

RCON 8618 RCON 8619 RCON B621

0 0 0 38

RCON 8622

0 39

RCON 3123

40

0 0 0 41

RCON 8641 RCON 8642 RCON 8643 RCON 5339

130 372 38 4,62~ 42

RCON 53,0 RCON 5327 RCON 5334 RCON 5340

30,084 84,261 6,924 140,1271 43

40. LESS: Allowance For loan and lease losses I "_n., "c:~""'

42. All other assets (1) I OM" _.:~'- ,

43. Total assets (sum of items 34 through 42) !"'''.,""'-

Dollar Amounts in Thousands

41. Trading assets I "M" Mr" U

38. Loans and leases held for sale I ... ,.."'~, . ...

39. loans and leases, net of unearned income ! .--

35, Held-la-maturity securities I .. . -

Balance Sheet Asset Categories

34. Cash and balances due from depository institutions

(COlumn A equals the sum of Schedule RC items La and 1.b) I "M...~:'_~""

36. Available-for·sale securities I ...,....... ~, :'"'T

37. Federal funds sold and securities purchased under

agreements to resell I .. . -

(1) Indudes premises and fixed assetsr other real estate ownedr investments in unconsolidated subsidiaries and"assodated companies, intangible assets, and other assets.
1st Enterprise Bank FFlEC 041

Legallitle of Bank Page RC-31

FDlC Certineate Number: 58321 I 43 I

Schedule RC-R-Continued

(Column A) (Column B) (Column C) (Column D) (Column E) (Column F)

Face Value Credit Credit Allocation by Risk Weight Category

or Notional Conversion Equivalent

Amount Factor Amount (1) 0% 20% 50% 100%

Dollar Amounts in Thousands 6il I Mil I Thou 611 I Mil I Thou Bill Mill Thou BjJ I Mill Thou Bill Mll I Thou Bill Mill Thou

Derivatives and Off-Balance Sheet Items RCQN 6546 RCON 6547 RCON 6548 RCON 6581 RCON 6582 RCON 6SB3

44. Financial standby letters of credit 814 814 0 0 0 8141 44

45. Performance standby letters of RCON 3821 RCON 6650 RCON 6551 RCON 6652 RCON 8653 RCON 6654

of credit 0 0 0 0 0 01 45

46. Commercial and similar letters RCON 3411 RCON 8655 RCON 8656 RCON B6S7 RCON 8658

of credit 333 67 0 0 01- 671 46

47. Risk participations in bankers

acceptances acquired by the

reporting institution 0 0 01 47

RCON 3433 RCON 8664 RCON 8665 RCON 6666 RCON 6667 RCON 6668

48. Securities lent 0 0 0 01 48

49. Retained recourse on small business RcoN A2.S0 RCON 8669 RCON 8670 RCON 6671 RCON 6672 RCON 8673

obligations sold with recourse. 0 0 0 0 01 49

50. Recourse and direct credit

substitutes (other than financial

standby letters of credit) subject to

the low·level exposure rule and

residual Interests subject to a

doliar-for·dollar capital requirement 01 50

51. All other financial assets sold with RCON 8675 RCON 8676 RCON B677 RCON 8678 RCON 8679 RCON 8680

reqJUrse 0 0 0 0 01 51

52. All other off-balance sheet RCON 8681 RCON 8682 RCON 66B3 RCON 8684 RCON 8685 RCON 8686

liabilities 0 0 0 0 01 52

53. Unused commitments with an original RCON 3833 RCON 8687 RCON 8688 RCON 6689 RCON 8690 RCQN 8691

maturity exceeding one year 43.335 21,668 0 0 0 21,6681 53

RCON 8693 RCON 8694 RCON 0095

54. Derivative contracts. Ulllllllllillll 0 0 01 II 54

(1) Column A multiplied by credit conversion factor.

(2) For financial standby letters of credit to which the low-level exposure rule applies, use a credit conversion factor of 12.5 or an institution-specific factor.

For other financial standby letters of credit, use a credit conversion factor of 1.00. See instructions for further information. (Entering an 1M' allows for data entry in Column S.)

(3) Or institution specific factor.
1st Enterprise Bank

Legal TItle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-32

I 44 I

(Column C) (Column F)

RCON 6696 1 RCON 8697 1 RCON 8698 RCON 8699 -- - ~. . 6.924 182,878 55

x U"/a I x i.UU/o x 50% x 100% 56

RCON 8700 I RCON 8701 RCON 8702 RCON 8703

oL 16,852 3.462 162.6761 57

RCON 1651 1

01 58

RCON 870'1

182,9901 59

RCON A222

01 60

RCON 3128

01 61

RCON A223

182,9901 62

Dollar Amounts in Thousands I RCON I BHIMillThou I ---- 01 M.l

58. Market risk equivalent assets.:-__---: ---: ::--,-__-,- ____l

59. Risk-weighted assets before deductions for excess allowance for loan and lease losses

and allocated transfer risk reserve (sum of item 57, columns C through F, and item 58), _

61. LES5: Allocated transfer risk reserve' --j

Schedule RC-R-Continued

62. Total risk-weighted assets (item 59 minus items 60 and 61) ~_

Memoranda

Dollar Amounts in Thousands

1. Current credit exposure across all derivative contracts covered by the risk-based capital standards I 0'0'1" I I

I With a remaining maturity of I

60. LESS: Excess allowance for ioan and lease losses, _

Totals

SS. Total assets, derivatives, and off·balance sheet items by risk weight category

(for each column, sum of items 43 through 54) I ,JU,UU41 U4,:llnl

56. Risk weight factor -_.

57. Risk-weighted assets by risk weight category (for each column,

item 55 multipiied by item 56) --1.

M.2.g.1

M.2.g.2

M.2.a

M.2.b

M.2.c

M.2.d

M.2.e

M.2.f

(Column C)

Over five years

(Coiumn A)

One year or less

(Column 8)

Over one year

2. Notional principal amounts of through five years

derivative contracts: (1) RCQN Trill Bill ~1I11 TIIOU RCON Trill Bill MilllllOu RCON Trill Bill t~i11 TIlOU

a. Interest rate contracts 3809 a 8766 0 8767 a

b. Foreign exchange contracts 3812 a 8769 0 8770 0

c. Gold contracts 8771 0 8772 a 8773 0

d. Other precious metals contracts 877'1 a 8775 0 8776 a e. other commodity contracts 8777 0 8778 a 8779 0

f. Equity derivative contracts AOOO 0 MOl 0 A002 0

g. Credit derivative contracts:

(1) Investment grade u~ v~ UI

(2) Sublnvestment grade e9B3 0 C9B4 0 C9a5 0

(1) Exclude foreign exchange contracts with an original maturity of 14 days or less and all futures contracts.
1st Enterprise Bank FFIEC 041

Legal Title of Bank Page RC-33

FDIC Certificate Number: 58321 I 45 I

Schedule RC-S-Servicing, Securitization, and Asset Sale Activities

(Column A) (Column B) (Column C) (Column D) (Column E) (Column F) (Column G)

1-4 Family Home Credit Auto other Commerdal All Other

Residential Equity card Loans Consumer and Industrial Loans, All

Loans Unes Receivables Loans loans Leases, and

All other

Assets

Dollar Amounts in Thousands I Bil I Mil I Thou 0:: 8il I Mil I Thou 0: Bil I Mil I Thou 0 Bil I MlI I Thou] Bll J Mil I Thou I 8i1 I Mil I Thou I 811 I Mil I Thou

Bank Securitization Activities

1. Outstanding principal balance of assets sold

and securitized by the reporting bank with

servicing retained or with recourse or other

seller·provided credit enhancements. I 0_ 0_ 0_ 01 01 01 01 1

2. Maximum amount of credit exposure

orising from recourse or other

seiler-provided credit enhancements

provided to structures reported in

item 1 in the form of:

a. Credit·enhancing interest·only strips

(included in Schedules RC-B or RC-F

or in Schedule RC, Item 5) 0 0 0 O. 0 01 2.a

b. Subordinated securities and RCON 093 RCON 094 RCON C395 RCON 096 RCON (397 RCON 098 RCON 099

other residual Interests 0 0 0 0 0 01 2.b

c. Standby letters of credit and RCON C<OO RCON (401 RCON C402 RCQN C403 . RCON C40<1 RCON C<05 RCON C406

other enhancements 0 0 0 0 ·0 0\ 2.c

3. Reporting bank's unused commitments

to provlde liquidity to structures

reported in item 1 0 0 0 0 0 01 3

4. Past due loon amounts included in item 1: RCON B733 RCON 8734 RCON 8735 RCQN 6736 RCON 8737 RCON 8738 RCON 8739

a. 30-89 days past due 0 0 0 0 0 01 4.a

RCON 8740 RCON 8741 RCON 8742 RCON 8743 RCON 874<1 RCON 8745 RCON 87<16

b. 90 days or more past due I 0 0 0 0 0 4.b

5. Charge-offs and recoveries on assets sold

and securitized with servidng retained or

with recourse or other seller-provided credit

enhancements (calendar year-ta-date):

o. Charge-ofts 0 0 0 0 0 01 5.a

RrAD 8754 RIAO 8755 RrAD 8756 RJAD 8757 RfAD 8758 RfAD 8759 RIAD 6760

b. Recoveries I 0 0 0 0 0 01 S.b
1st Enterprise Bank

LegalllUe of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-34

I 46 I

Schedule RC-S-Continued

(Column A)

1-4 Family

Residential

Loans

Dollar Amounts in Thousands I Bil I Mill Thou

6. Amount of ownership (or seller's)

interests carried as:

a. Securities (included in Schedule RC-B

or in Schedule RC, item 5) -----j

b. Loans (included in Schedule RC-C) _

7. Past due loan amounts included in

interests reported in item 6.a:

a. 30-89 days past due, _

b. 90 days or more past due'--,-- _

8. ChargeMoffs and recoveries on loan

amounts included in interests reported

In item 6.a (calendar year-to·date):

a. Charge-offs, _

b. Recoveries _

For Securitization Facilities Sponsored

By or Otherwise Established By Other

Institutions

9. Maximum amount of credit exposure

arising from credit enhancements

provided by the reporting bank to other

institutions' securitization structures in

the form of standby letters of credit,

purchased subordinated securities,

and other enhancements~ _

10. Reporting bank's unused commitments

to provide liquidity to other institutions'

securitization structures I v

(Column B)

Home

Equity

lines

Bil I Mil I Thou

(Column C)

Credit

Card

Receivables

(Column D)

Auto

Loans

Bil I Mil I Thou

(Column E)

OUher

Consumer

Loans

(Column F)

Commercial

and Industrial

Loans

(Column G)

All OUher

Loans, All

Leases, and

All Other

Assets

Bil I Mil] Thou

6.a

6.b

7.a

7.b

8.a

8.b

9

10
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-3S

I 47 I

Schedule RC-S-Continued

(Column B) (Column C) (Column D) (Column E) (Column F) (Column G)

Home Credit Auto Other Commercial All Other

Equity card Loans Consumer and Industrial Loans, All

Lines Receivables Loans Loans Leases, and

All Other

Assets

Dollar Amounts in Thousands I Bill Mill Thou BII I Mil I Thou I I BlllMillThou I I BillMillThou I BII[MilIThou I BlllMillThou I BlllMiliThou

(Column A)

1·4 Family

Residential

Loans

Bank Asset Sales

11. Assets sold with recourse or other sellerprovided credit enhancements and not

securitized by the reporting bank_ 1 0_ 0_ 01!lllllJlllllll 01 01 01 01 11

12. Maximum amount of credit exposure

arising from recourse or other sel1erprovided credit enhancements provided to assets reported in Item 11, 1 0_ 0_ 0_ 01 01 01 01 12

M.3.a.1

M.3.a.2

M.2.d

M.2.a

M.2.b

M.2.c

M.La

M.Lb

1. Small business obligations transferred with recourse under Section 208 of the Riegle

community Development and Regulatory Improvement Act of 1994:

a. Outstanding principal balance I ~"I "I

b. Amount of retained recourse on these obligations as of the report date ......" n

2. Outstanding principal balance of assets serviced for others (indudes partidpations serviced for others):

a. Closed-end 1-4 family residentIal mortgages serviced with recourse or other servicer~provided credit enhancements I ="' I "I

b. Closed·end 1~4 family residential mortgages serviced with no recourse or other serv'lcer~provided credit enhancements ~~~ c. other financial assets (includes home equity lines) (1)-------- -1

d. 1-4 family residential mortgages serviced for others that are in process of foredosure at quarter~end

(includes closed~end and open·end loans) _

3. Asset~backed commerdal paper Conduits:

a. MaXimum amount of credit exposure arising from credit enhancements provided to conduit structures in the form of standby letters of

credit, subordinated securities, and other enhancements:

(1) Conduits sponsored by the bank, a bank affiliate, or the bank's holding company 1 ~~:~ I :1

(2) CondUits sponsored by other unrelated Insbtutions

b. Unused commitments to provide liqUidity to conduit structures:

(1) CondUits sponsored by the bank, a bank affiliate, or the bank's holding company 8808 0 M.3.b.1

(2) Conduits sponsored by other unrelated institutions 8B09 0 M.3.b.2

4. Outstanding credit card fees and finance charges included in Schedule RC-S, item 1, column C (2) C407 NfA M.4

Dollar Amounts in Thousands

Memoranda

(1) Memorandum item 2.c is to be completed if the prindpal balance of other financial assets serviced for others is more than $10 million.

(2) Memorandum item 4 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the

instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes.
1st Enterprise Bank

L"9al Tille of Bank

FDIC Certificate Number: 5B321

FREC 041

Page RC-36

I 48

Schedule RC-T-Fiduciary and Related Services

YES I NO

I A3'l5 NO 1

YES I NO I A34G NO 2

YES I NO

8867 NO I 3

1. Does the insotution have fiduciary powers? (If "NO," do not complete Schedule RC-T), _

3. Does the institution have any fiduciary or related activity (in the form of assets or accounts)

to report In this schedule? (If "NO," do not complete the rest of Schedule RC-T.) --"

2. Does the institution exercise the fiduciary powers it has been granted? ---'

If the answer to item 3 is "YES." complete the applicable items of Schedule RC-T, as follows:

Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $250 million (as of the preceding

December 31) or with gross fiduciary and related services income greater than 10% of revenue (net interest income plus

noninterest income) for the preceding calendar year must complete:

Items 4 through 19 quarterly,

• Items 20 through 23 annually with the December report, and

• Memorandum items 1 through 4 annually with the December report.

Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $100 million but less than or equal to

$250 million (as of the preceding December 31) that do not meet the fiduciary income test for quarterly reporting must complete:

• Items 4 through 23 annually with the December report, and

• Memorandum items 1 through 4 annually with the December report.

Institutions with total fiduciary assets (item 9, sum of columns A and B) of $100 million or less (as of the preceding December 31)

that do not meet the fiduciary income test for Quarterly reporting must complete:

• Items 4 through 10 annually with the December report, and

Memorandum items 1 through 3 annually with the December report.

(Column A)

Managed

Assets

Dollar Amounts in Thousands Trill 611 I Mil IThou

FIDUCIARY AND RELATED ASSETS RCON 88GB

4. Personal trust and agency accounts -I----:==='N.::/'-'I A

5. Retirement related trust & agency accounts: RCON 6872

a. Employee benefit-<Jefined contribUtiOn_-f---:c===N",/A-'I

RCON 8876

b. Employee benefit-defined benefit. +----:=::-=:::::-N:::.:/A

RCON 8880

c. other retirement accounts --+_===N"'Ic...;A

RCON 688'1

6. Corporate trust and agency accounts~ __+___:::==:::N.::(:.;.A

RCON 8886

7. Investment management agency accounts_+---=-=__:::=-=N::.:/A

RCON 8890

8. Other fidudary accounts +___:::==:::N.::/:.;.A

9. Total fiduciary accounts

(sum of Items 4 through 8}

10. Custody and safekeeping accounts ----'

11. Not applicable

(Column B)

Non-Managed

Assets

(Column C) (Column D)

Number of Number of

Managed Non-Managed

Accounts Accounts

RCQN Ba7l

NIA 4

RCON B875

N/A S.a

RCON B879

N/A S.b

RCON 88a3

N/A 5.c

RCON C002

N/A 6

7

RCON B893

N/A 8

RCON B897

N/A 9

RCON 8899

N/A 10
1st Enterprise Bank

Legal TItle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-37

I 49

Dollar Amounts in Thousands

12

8905 N/A 13.a

8906 N/A 13.b

8907 NlA 13.c

A479 N/A 14

8908 N/A 15

A480 N/A 16

8909 N/A 17

8910 N/A 18

4070 N/A 19

C058 N/A 20

M88 N/A 21

8911 N/A 22

A491 N/A 23

Schedule RC-T-Continued

FIDUCIARY AND RELATED SERVICES INCOME

12. Personal trust and agency accounts, __'__ _

13. Retirement related trust and agency accounts:

a. Employee benefit-defined contributlon .\-,o~+_---..;:~

b. Employee benefit-defined benefit~ __I_~~----~

c. Other retirement accounts. _l_'~:.+---~~

14. Corporate trust and agency accounts. j~~+----..:;:2j

15. Investment management agency accounts l__'=~+----.;';J

16. Other fiduciary accounts__--: '__ -i~~I__---~~

17. Custody and safekeeping accounts, _

18. Other fiduciary and related services income 1

19. Total gross fiduciary and related services income (sum of items 12 through 18)

(must equal Schedule RI, item S.a)' +~~---~~

20. LESS: Expenses,--:--:-:---:__--:-,- _

21. LESS; Net losses from fidudary and related services, f-C'~+_---_.:.::,:2j

22. PLUS: Intracompany income credits for fiduciary and related selVices' +~=_+------,~

23. Net fiduciary and related services income' ____L::c;~

M,l.I

1. Managed assets held In personal trust and agency accounts:

a. Noninterest-bearing deposits. _1_~89~1::,3+---..;N/~A M.1.a

b. Interest-bearing deposits 8914 N/A M.1.b

c. U.S. Treasury and U.S. Government agency obligations 8915 NJA M.1.c

d. State, county and munidpal obligations 8916 NJA M.1.d

e. Money market mutual funds 8917 NJA M.1.e

f. Other short-term obligations 8918 N/A M.1.f

g. other notes and bonds 8919 NIA M.1.g

h. Common 8nd preferred stocks 8920 N/A M.1.h

i. Real estate mortgages 8921 NJA M.1.i

j. Real estate 8922 N/A M.1.j

k. Miscellaneous as5ets-:-:-:-: -;-__-:- --: 1 8923 N/A M.1.k

\. Total managed assets held in personal trust and agency accounts (sum of Memorandum

items La through 1.k) (must equal Schedule RC-T, item 4, column A) --'-'=:..L ----'=

Dollar Amounts in Thousands

Memoranda

(Column A)

Number of

Issues

Dollar Amounts in Thousands

2. Corporate trust and agency accounts:

a. Corporate and municipal trusteeships. +~'__t_------.;:::;.

b. Transfer agent, registrar, paying agent, and other corporate agency' .L.::=:..L ....::::::.

(Column B)

Principal Amount

OutslJmding

Tnl I Bill Mill Thou

RCON 8928

M.2.a

M.2.b
1st Enterprise Bank

Legallitle of Bank

FDIC Certificate Number: S8321

FREe 041

Page RC-3B

I 50

(Column B)

Market Value of

Fund Assets

Dollar Amounts in Thousands RCON BII I Mil I Tlloli

Schedule RC-T-Continued

3. Collective investment funds and common trust funds:

a, Domestic eqUity--;--:-~-:- ~B9~3~1+- N~I~A~B9::3~2+ ~N~'A M.3,a

b, International/Global equity B933 N/A B934 NIA M.3,b

c, SIock/Bond blend B935 NIA 6936 N/A M.3,c

d. Taxable bond B937 N/A 6938· N/A M.3.d

e. Munidpal bond 6939 NIA 6940 N/A M.3.e

f. Short term investments/Money market 69'11 N/A B942 N/A M.3.f

g, Specialty/Dther-,----__-:--:--,---- "'6,:.94"'3-1- ;.,N/e,Af-B:::9"-44+ "-N::,:/A.:j M.3.g

h. Total collective Investment funds (sum of Memorandum items 3.a through 3.g) B945 N/A B946 N/A M.3.h

Memoranda-Continued

MAa

MA.b

MAc

MAd

MAe

(Column C)

Recoveries

Mill Thou

(Column B)

Gross Losses

Non-Managed

Accounts

Mill ThOll

(Column A)

Gross Losses

Managed

Accounts

Dollar Amounts in Thousands

4. Fidudary settlements, surcharges and other losses:

a. Personal trust and agency accounts ~~+---~:;l~~I_---~~~'...1_---.....!~

b. Retirement related trust and agency accounts; ----il-='~+_-_-~:;\-:::.:::...[----;:::;~~+_--~~

C. Investment management agency accounts, I-='=-+_----7.;.:J-=::-i----;;::,:j...::::=:+---~~

d. Other fidudary accounts and related services' _

e. Total fiduciary settlements, surcharges, and other losses

(sum of Memorandum items 4.a through 4.d) {sum of

columns A and Bminus column C must equal

Schedule RC-T, item 21) J.~:.J. ~~~..L ~~~~L ~~

Person to whom questions about Schedule RC-T-Fiduciary and Related Services should Qe directed:

IN/A

Name and Title (TEXT B962)

IN/A

E-mail Address (TEXT B926)

IN/A t INIA I

Telephone: Area code/phone number/extension (TEXT B963) FAX: Area code/phone number (TEXT B964)
FFIEC 041

Page RC-30

I Sl

Optional Narrative Statement Concerning the Amounts

Reported in the Reports of Condition and Income

The management of the reporting bank may, if it wishes, submit a

brief narrative statement on the amounts reported in the Reports

of Condition and Income. This optional statement will be made

available to the pUblic, along with the pUblicly available data in the

Reports of Condition and Income, in response to any request for

indiVidual bank report data. BANKS CHOOSING TO SUBMIT THE

NARRATNE STATEMENT SHOULD ENSURE THAT THE STATEMENT

DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF

INDIVIDUAL BANK CUSTOMERS OR ANY OTHER INFORI~ATION

THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT

WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS.

Banks choosing not to make a statement may check the

"No comment" box below and should make no entries of any kind

in the space provided for the narrative statement; i.e., DO NOT

enter in this space such phrases as "No statement,'1 tlNot applicable,"

"N/A", "No comment," and "None."

The optional statement must be entered on this sheet. The statement should not exceed 100 words. Further, regardless of the

number of words, the statement must not exceed 750 characters,

including punctuation, indentation, and standard spadng between

words and sentences. If any submission should exceed ?50 characters, as defined, it will be truncated at 750 characters with no

notice to the submitting bank and the truncated statement will

appear as the bank's statement both on agency computerized

records and in computer-file releases to the public.

All information furnished by the bank in the narrative statement

must be accurate and not misleading. Appropriate efforts shall be

taken by the submitting bank to ensure the statement's accuracy.

The statement must be signed, in the space provided belowJ by a

senior officer of the bank who thereby attests to its acuracy.

If, subsequent to the original submission, material changes are

submitted for the data reported in the Reports of Condition and

Income, the existing narrative statement will be deleted from the

files, and from disclosure; the bank, at its option, may replace it with

a statement, under signature, appropriate to the amended data.

The optional narrative statement will appear in agency records

and in release to the public exactly as submitted (or amended

as described in the preceding paragraph) by the management of

the bank (except for the truncation of the statements exceeding the

7S0-eharader limit described above). THE STATEMENT WILL NOT

BE EDillD OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE. DISCLO·

SURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY

FEDERAL SUPERVISDRY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED

THEREIN. ASTATEMENT TO THIS EFFECT WILL APPEAR ON

ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMIDED BY THE MANAGEMENT OF THE REPORTING BANK.

RCON YES I NO

Comments? L6:.:9"' 79:...L_--"N:::O'---'

BANK MANAGEMENTSTATEMENT (please type orprint dearly):

TEXT

I 6980
1st Enterprise Bank

Legall1t1e of Bank

Los Angeles

City

CA 90017-3449

FFIEC 041

Page RI-1

I 5

State

FDIC Certificate Number: 58321

Zip Code

Consolidated Report of Income

for the period January 1, 2009 - June 30, 2009

All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars.

2.a.2.a

2.a.2.b

2.a.2.c

2.a.1

2.b

2.c

1.a.1.a

1.a.1.b

1.a.2

l.a.3.a

12 1.a.3.b

0 1.a.4

0 1.a.5

2,997 1.a.6

0 1.b

98 I.e

1.d.I

1.d.2

411 1.d.3

0 I.e

10 l.F

(11) 1.g

5,520 1.h

Dollar Amounts in Thousands

Schedule RI-Income Statement

1. Interest Income:

a. Interest and fee income on loans:

(1) Loans secured by real estate:

(a) Loans secured by 1-4 Family residential properties'- +'-'='+ -,.-;~

(b) All other loans secured by real estate' +"::":-t --"'=::!

(2) Commerdal and industrlalloans,

(3) Loans to individuals for household, family, and other personal

expenditures:

(a) Credit cards,-,------,-----,-- -,------,--__-,----,--- _

(b) Other (includes single payment, Installment, all student

loans, and revolving credit plans other than credit cards) t-=-B4,,8:=-6+- :.:;J

(4) Loans to foreign govemments and official institutlons, f-"4:::05=6+

(5) All other loans (1)-:--,----,-_-:_---,--_-:-,---__-,--,-,....,---,---_,--_= +4:::05:::8+__----;=3

(6) Total interest and Fee income on loans (sum of items 1.a.(l)(a) through 1.a.(5)) -t-:4(J~10+---=.::.;;I

b. Income from lease financing receivables 11-4,,0"-65+

c, Interest income on balances due from depository institutions (2),______________ 4115

d, Interest and dividend income on securities:

(1) U.S. Treasury securities and U.s. Govemment agency obligations

(excluding mortgage-backed Securities) -!-.::.:::;.../ -,-~~

(2) Mortgage-backed securities__:-:--,---_-,---_-,---_-,--- __

(3) All other securities (includes securities issued by states and

political subdivisions in tile U.S,) --I1-4,,0.o60+ :..:..;.J

e, Interest income from trading assets-,----,--- -,---_-,---_-,--- +4=0=69+

f, Interest income on federal funds sold and securities purchased under agreements to resell -!--:4::'O':::0+ ...."a

g. Other interest income,-:-_--;-::-_:--=~--:--:--,------------------,--1_4::5:;:18:;_+---~2J h. Total Interest income (sum of items 1.a.(6) through 1.g), 4107

2, Interest expense:

a. Interest on deposits:

(1) Transaction accounts (NOW accounts, ATS accounts, and

telephone and preauthorized transFer accounts) _

(2) Nontransactlon accounts:

(aJ Savings deposits (includes MMDAs) -I-'=+ -=~

(b) l1me deposits of $100,000 or more ----------------------1-':'="0-1--------'.-'1

(c) TIme deposits of less than $100,000,__-,----,--- _

b. Expense of federal funds purchased and securities sold

under agreements to repurchase t-""+- -'-I

c. Interest on trading liabilities and other borrowed money ..J...=.:...J. -'J

(1) Includes interest and fee income on tlLoans to depository institutions and acceptances of other banks," "Loans to finance

agricultural production and other loans to farmers," "Obligations (other than securities and leases) of states and political

subdivisions in the U,S.," and "other loans."

(2) Indudes interest income on time certificates of deposit not held for trading.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RI-2

I 6

Schedule RI-Continued

316 S,m

0 6,a

102 6,b

7,a

7,b

7,c,1

7,c,2

7,d

4093 51065 7,e

286 B

(202) 9

488 10

0 11

488 12

0 13

488 14

5,093 3

160 4

5,a

5,b

5,c

S,d,1

caBB 0 S,d,2

eBB7 0 S,d.3

OB6 0 5,dA

(387 0 5,d,S

8491 0 5,e

B492 0 5,f

8493 0 S,g

Dollar Amounts in Thousands

2, Interest expense (continued):

d. Interest on subordinated notes and debentures~ +-,=,=-j --:-::=I

e. Total interest expense (sum of items 2.a through 2.d) _

3. Net interest income (item l.h minus 2.e) _

4. Provision for loan and lease losses, _

S. Noninterest income:

a, Income from fiduciary activines (1)----------------I-==-f-----=;;J

b. Service charges on deposit accounts, ~-::::=-I_----.:.~

c, Trading revenue (2), -1.:.::::::..t--

d. (1) Fees and commissions from securities brokerage _

(2) Investment banking, advisory, and underwriting fees and

commissions --,----,---,---------,-----------------+-::;::--1-------;;1

(3) Fees and commissions from annuity sales --------------i-=:::::+-----:'j

(4) Undervvriting income from insurance and reinsurance activities -------1r-=:::::+--------;;j

(5) Income from other insurance activities --------------+':='+------;::J

e. Venture capital revenue r;-~+----___;;I

f. Net servicing fees, +:..:o:=-t ;;J

g. Net securitization income, _

h, Not applicable

i. Net gains (losses) on sales of loans and Jeases, +==-t

j. Net gains (losses) on sales of other real estate owned, -f-=-'=-t-- -,o

k, Net gains (losses) on sales of other assets {excluding securines) +.=:+ ----;~

I. other noninterest income*-,--_--:--,--_---,--_--,----,--_---,-- _ m. Total noninterest income (sum of items 5.a through 5.1) _

6. a. Realized gains (losses) on held-ta-maturity securities, _

b. Realized gains (losses) on available-for-sale securities, _

7. Noninterest expense:

a. Salaries and employee benefits, _

b. Expenses of premises and fixed assets (net of rental income)

(exduding salaries and employee benents and mortgage interest)' r.:::::--I- --":;;j

c. (1) Goodwill impainment losses'--- _

(2) Amortization expense and impairment losses for

other intangible assets, -jr.:=+- -;-;~

d. other noninterest expense*__-,--_-,,-----,--_--,--_,--- _

e, Total noninterest expense (sum of Items 7,a through 7,d), _

8. Income (loss) before income taxes and extraordinary items and other

adjustments (item 3 plus or minus items 4, S,m, 6,a, 6,b, and 7,e)' _

9, Applicable income taxes (on item 8), _

10. Income (loss) before extraordinary items and other adjustments

(item B minus item 9) --,-- _

11. Extraordinary items and other adjustments, net of income taxes*--,----,----,----,-- _

12. Net income (loss) attributable to bank and noncontrolling (minority)

interests (sum of items 10 and 11) _

13. LESS: Net income (loss) attributable to noncontrolling (minority)

interests (if net income, report as a positive value; if net loss, report

as a negative value) _

14. Net income (loss) attributable to bank (item 12 minus item 13) _

* Describe on Schedule RI-E-ExplanatJons

(1) For banks required to complete Schedule RC-T, items 12 through 19/ income from fidudary activities reported in Schedule RI,

item 5.a, must equal the amount reported in Schedule RC-T, item 19.

(2) For banks required to complete Schedule RI, Memorandum item 8, trading revenue reported in Schedule RI, item 5.c,

must equal the sum of Memorandum items B.a through 8.e.
1st Enterprise Bank

Legal TItle of Bank

FDIC Cert1ficate Number: S8321

FFIEC 041

Page Rl-3

I 7

Schedule RI-Continued

M.2

M.7

M.3

MA

M.5

M,6

M.l

M.IO

M,9,a

M.9.b

M.B.a

M,B.b

M.B.c

M,B.d

M.8.e

M,ll

M.12

M.13,a

M,13.b,1

M.13.a.1

M,13.b

Dollar Amounts in Thousands

Memoranda

1. Interest expense incurred to carry tax·exempt securities, loans, and leases acquired after

August 7, 1986, that is not deductible for federal income tax purposes, _

Memorandum item 2 is to be completedby banks with $1 billion or more in total assets. (1)

2. Income from the sale and servicing of mutual funds and annuities (included in Schedule RI, item 8) _

3. Income on tax-exempt loans and leases to states and political subdivisions in the U.S.

(included in Schedule RI, items La and I.b) _

4. Income on tax·exempt securities issued by states and politIcal subdivisions in the U.S.

(induded in Schedule RI, Item I.d.(3))_-:--:---,-- ,------:-_,----- _

5. Number of full·tjme equivalent employees at end of current period (round to

nearest whole number)-:- _

Memorandum item 6 is to be completed by: (1)

• banks with $300 million or more in total assets, and

• banks with less than $300 million in total assets that have loans to finance agncultural production

and otherloans to farmers (Schedule RC-C, partI, item 3) exceeding five percent oftotal loans.

6. Interest and fee income on loans to finance agricultural production and other

loans to farmers (included in Schedule RI, item l.a.(5», +-:'4.:;02:,4+-===".."N:..:/c:.:jA

7. If the reporting bank has restated its balance sheet as a result of applying push RIAD CCYY/MM/DD

down accounting this calendar year, report the date of the bank's acquiSition (2) ---'-.::9.::'0"'6J..__.:O__---'

8. Trading revenue (from cash instruments and derivative instruments) (sum

of Memorandum Items 8,a through 8,e must equal Schedule RI, item 5.c)

(To be completed by banks that reported average trading

assets (Schedule RC~K, item 7) of $2 million or more for any Year-to-date

quarter of the preceding calendar year.): RrAD Bll I Mil IThou

a. Interest rate exposures~ -+-:8=75::7+ ~N~/A

b. Foreign exchange exposures, j-8::7::5:-8-j- ----.N,,/A-;;-j

c. Equity security and index exposures, ~1_8;:;7;;5.;.9-1----__i:N7;/A7l

d. Commodity and other exposures, +.:;87;.:6.:;0-j- ....,:N.;:/':'fA

e. Credit exp05ures, ---------------------------- F1B6 N/A

9. Net gains (losses) recognized in earnings on credit derivatives that economically hedge

credit exposures held outside the trading account:

a. Net gains (losses) on credit derivatives held for trading ------------------+'=:-+-----"-l

b. Net gains (losses) on credit derivatives held for purposes other than trading _

10, To be completedby banks with $300 million ormore in total assets: (1)

Credit losses on derivatives (see InstructiOns) ::----: -'F.~~:::;:=;=;=::~~

I!. Does the reporting bank have a Subchapter S election in effect for YES I NO

federal income tax purposes for the current tax year?--------:-----------1=::::::::;===c"N::O,=,===i

Memorandum item 12 is to be completed by banks that are required to complete Schedule

RC-c, part1, Memorandum Items B.b and B.C.

12. Noncash Income from negative amortization on closed-end loans secured by 1-4 family

residential properties (included in Schedule RI, item l.a,(I)(a)) _

Memorandum item 13 is to be completed by banks that have elected to accountfor

assets andliabilities under a fair value option.

13. Net 'gains (losses) recognized in earnings on assets and liabilities that are reported

at fair value under a fair value option:

a. Net gains (losses) on assets, --------------------

(I) EstImated net gains (losses) on loans attributable to changes in

instrument-specific credit risk~---- +;:O:::+----i;;;1

b. Net gains (losses) on Ilabllities, ---'

(I) Estimated net gains (losses) on liabilities attributable to changes in

instrument·spedfic credit risk~__'--- '_'.::::.'_'_ :.:::.:J

(1) The asset size tests and the five percent of total loans test are generally based on the total assets and total loans reported on

the June 3D, 2008, Report of Condition.

(2) For example, a bank acqUired on March I, 200B, would report 2008/03/01
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RI·4

I 8

12

1

2

3

4

5

6

7

8

9

10

11

Schedule RI-A-Changes in Bank Equity Capital

Indicate decreases and iosses in parentheses. Doliar Amounts In Thousands

1. Total bank equity capital most recently reported for the December 31,2008, Reports of Condition

and Income {Le., after adjustments from amended Reports of Income) -+-=3~21=7+---"2--7,c-3-'5::i

2. Restatements due to corrections of material accounting errors and changes in accounting principles* +:B:::50:;7+-----;;=,,-0;:J

3. Balance end of previous calendar year as restated (sum of items 1 and 2), ---if-'B::5.:::0S'-+__-:2:.:7-",3:.:1-C!5

4. Net Income (loss) attributable to bank (must equal Schedule RI, item 14) 1-"'434=-0+- :-4"'8;::18

S. Sale, conversion, acquisition, or retirement of capital stock, net {excluding treasury stock transactions>__--+:::B5D=-9+- 4__,_84-;j0

6. Treasury stock transactions, net. +B:::5::1O::+ ~0

7. Changes incident to business combinations, net...,..- +4;:3::;56::+ 071o

8. LESS: cash dividends declared on preferred stoCk. -+_4__",,0+----.:.6::-1'

9. LESS: cash dividends declared on common stock, 1-"' 44:e6"'0+- ----;-;"o0

10. Other comprehen'ive income (1).-,--,-- -,--,-- I-'B:=5::-1I::+ ':.:0~2

11. Other transactions with parent holding company* (not included in items 5, 6, S, or 9 above) 4415 a

12. Tolal bank equity capital end of current period (,um of item, 3 through l1)(mu,t equal

__Schedule RC, item 27.a) -----'....::::::.::JL-__== * Describe on Schedule RI-E - Explanations.

(1) Includes changes in net unrealized holding gains (losses) on available-for-sale securities, changes in accumulated net gains (losses) on cash

flow hedges, and pension and other postretirement planwrelated changes other than net periodic benefit cost.

(Column 8)

1.a.l

1.a.2

l.b

1.c.l

l.c.2.a

1.C,2.b

1.d

1.e.l

1.e.2

2

4

5.a

6516 ° BS17 ° 5.b

4643 ° 4627 ° 6

4644 0 4628 0 7

4266 ° 4267 0 8

4635 ° 4605 ° 9

Dollar Amounts in Thousands

Schedule RI-B-Charge-offs and Recoveries on Loans and Leases

and Changes in Allowance for Loan and Lease Losses

Part 1. Charge-offs and Recoveries on Loans and Leases

Part I includes charge-offs and recoveries through the

allocated transfer risk reserve.

1. Loans secured by real estate:

a. Construction, land development, and other land loans:

(1) 1-4 family residential construction loans, ----'

(2) other construction loan, and all land development

and other land loans,~ +:~+----~~;;::_t_----~

b. Secured by farmland _

c. Secured by 1-4 family residential properties:

(1) Revolving, open-end loans secured by 1-4 family re,identiai

properties and extended under lines of credit. _

(2) Closed-end loan, ,ecured by 1-4 family residential properties:

(a) Secured by first lIen', +:::::+----...;+_=":-1I_----;;I

(b) Secured by junior lIen'_-,--,--_-,--,---,--,-- +~::+-_--__;;t:==+-----__;;I

d. Secured by multifamily (5 or more) residentlal properties, _

e. secured by nonfarm nonresIdential properties:

(1) Loans secured- by owner-occupied nonfarm nonresidential properties, +::~+----...;+_=::--'1I_--_-;;I

(2) Loans secured by other nonfarm nonresidential properties +:;:;;7t __;;r.:=+-------;;I

2. Loans to depository institutions and acceptances of other banks~ _

3. Not applicable

4. Commercial and industrialloans~ _

5. Loans to indiViduals for household, family, and other personal expenditures:

a. Credit cards _

b. Other (inclUdes single payment, installment, all student loans,

and revolving credit plans other than credit cards) ----1I-':=::=:--t- *:;;:::-+

6. Loans to foreign governments and official institutions, +;:.:;+ ----::-I----=.=:...+- -C!

7. All other loan, (2)-----------------------I---::c:-:--l-------;+-'=+--------::-I

8. Lease financing receivables, -+--::'::--'1I_----;;+-:=+-------;j

9. Tolal (sum of Item, 1 through 8), ----'----==--L- :.L=:..L -.:J

(1) Include write-downs arising from transfers of loans to a held-for-sale account.

(2) Includes charge-ofts and recoveries on lILoans to Finance agricultural production and other loans to farmers,n "Obligations

(other than securitIes and leases) of states and political subdivisions in the U.S.," and "other loans."
1st Enterprise Bank

Legal-ntle of Bank

FDIC Certificate Number: 58321

FFJEC 041

Page RJ-S

I 9

Schedule RI-B Continued

M.2.b

M.2.a

M.l

M.2.c

M.4

M.2.d

M.3

(Column B)

Calendar year-to-date

against income (Le., not included RIAD I Bil I Mil IThou

088 I NIA

Dollar Amounts in Thousands

Part I. Continued

Memoranda

1. Loans to finance commercial real estate, construction, and land

development activities (not secured by real estate) included in

Schedule RI-B, part I, items 4 and 7, above' _

2. Memorandum items 2.a through 2.d are to be completed

by banks with $300 miliion ormore in totai assets: (2)

a. Loans secured by real estate to non-U.S. addressees (domidle)

(included in Schedule RI-B, part I, item 1, above) _

b. Loans to and acceptances of foreign banks

(included In Schedule RJ-B, part I, item 2, above) _

c. Commercial and industrial loans to non-U,S. addressees (domicile)

(included in Schedule RJ-B, part J, item 4, above) _

d. Leases to individuals for household, family, and other personal

expenditures (included in Schedule RI-B, part I, item 8, above) ..J

3. Memorandum item 3 is to be completed by: (2)

• banks with $300 mJ1lion or more in total asset~ and

• banks with less than $300 million in total assets that hat'e loans to

finance agriculturalproduction andotherloans to fam1ers

(Schedule RC-C, partI, item 3) exceeding five percent oftotal loans:

Loans to finance agricultural productien and other loans to

farmers Onduded in sdhedule RI-B, part I, item 7, above) ..L=:..L -'=J.-'=..L ..:::~

Memorandum item 41s to be completed by banks that (1) togetller with affiliated

institution~ have outstanding credit card receivables (as defined in the instnJCbons)

that exceed $500 miliion as ofthe report date or (2) are credit cardspedalty banks

as defined for Uniform Bank Perfonnance Reportpurposes.

4. Uncollectible retail credit card fees and finance charges reversed

in charge-effs against the allowance for loan and lease losses)

(1) Include write-downs arising from transfers of loans to a held-for-sale account.

(2) The $300 million asset size test and the five percent of total loans test are generally based on the total assets

and total loans reported on the June 30, 2008, Report of Condition.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 5B321

FFIEC 041

Page RI-6

I 10

Schedule RI-B Continued

7

3

4

5

6

1

2

Dollar Amounts in Thousands

Part II. Changes in Allowance for Loan and Lease Losses

1. Balance most recently reported for the December 31, 2008, Reports of COndition

and Income (i.e., after adjustments from amended Reports of Income), ---jf--":=--I-__--.-:~~

2. Recoveries (must equal part I, item 9, column 8, above),-- _

3. LESS: Charge-offs (must equal part I, item 9, column A, above

less SChedule R1-B, part II, item 4) +=+_-.:..-__---';1

4. LESS: Write-downs arising from transfers of loans to a held-far-sale account, +=:+ --,~

5. Provision for loan and lease losses (must equal Schedule RI, item 4)--------------!-:':=-r----...:..:;.j

6. Adjustments* (see instructions for this schedule) _

7. Balance end of current period (sum of items 1, 2, 5, and 6, less items 3 and 4)

(must equal Schedule RC, item 4.cl J..=:::..L --'-"=

Memoranda Dollar Amounts in Thousands

1. Allocated transfer risk reserve included in Schedule RI-B, part II, item 7, above ---j

Memorandum items 2 and 3 are to be completedby banks that (1) together with affiliated

institutions, have outstanding credit card receivables (as defined in the instructions)

that exceed $500 million as ofthe report date or (2) are credit cardspecialty banks

as defined far Uniform Bank Performance Reportpurposes.

2. Separate valuation allowance for uncollectible retail credit card fees and finance Charges .......

3. Amount of allowance for loan and lease losses attributable to retail credit card fees

and finance charges ---j

Memorandum item 4 isto be completed by all banks.

4. Amount of allowance for post-acquisition losses on purchased impaired loans accounted

for in accordance with AICPA Statement of Position 03-3 (included in Schedule RI-B, part II,

item 7, abovel ~~'_L

M.1

M.2

M.3

MA

* Describe on Schedule RI-E-Explanations.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RI-7

I 11

0 I.a

0 I.b

0 I.e

0 I.d

0 I.e

0 Lf

0 I.g

I.h

1.i

I.j

276 2.a

0 2.b

0 2.c

78 2.d

0 2.e

59 2.f

328 2.g

58 2.h

189 2.i

0 2.j·

71 2.k

2.1

2.m

2.n

Dollar Amounts in Thousands

h. 4461 Servicing fee for sweep accounts into mutual fund

I. 4462 Appraisal/Credit fees

j. 4463

2. other noninterest expense (from Schedule RI, item 7.d)

Itemize and describe amounts greater than $25,000 that exceed 3% of Schedule RI, item 7.d:

a. Data processing expenses C017

b. Advertising and marketing expenses 0497

c. Directors' fees 4136

d. Printing, stationery, and supplies C018

e. Postage 8403

f. Legal fees and expenses 4141

g. FDIC deposit insurance assessments 4146

h. Accounting and auditing expenses FS56

i. Consulting and advisory expenses F557

j. Automated teller machine (ATM) and interchange expenses F558

k. Telecommunications expenses F559

T T

Schedule RI-E-Explanations

Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.

Detail all adjustments in Scheduie Rl-A and RI-B, all extraordinary items and other adjustments in Schedule

RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI.

(See instructions for details.)

1. Other noninterest income (from Schedule RI, item 5.1)

Itemize and describe amounts greater than $25,000 that exceed 3% of Schedule RI, item 5.1:

a. Income and fees from the printing and sale of checks con

b. Earnings on/increase in value of cash surrender value of life insurance (014

c. Income and fees from automated teller machines (ATMs) C016

d. Rent and other income from other real estate owned 4042

e. Safe deposit box rent C015

F. Net change in the fair values of finandal instruments accounted for under a fair value option F229

g. Bank card and credit card interchange fees FS55

E

I. 4464 Loan appraisal Fees

m. 4467 Courier Service - clients

n. 4468 Correspondent bank fees

3. Extraordinary items and other adjustments and applicable income tax effect (from Schedule RI,

item 11) (itemize and descJibe all extraordinary items and other adjustments):

TEXT

a.(l) 3.a.1

(2) Applicable income tax effect 4486 0 3.a.2

b.(l) 3.b.1

(2) Applicable income tax effect 4488 0 3.b.2

c.(l) 4489 3.c.1

(2) Applicable income tax effect 4491 0 3.c.2
1st Enterprise Bank

Legal Title of Bonk

FDIC Certificate Number: 58321

FFIEC O~l

Page RI-8

I 12

Schedule RI-E-Continued

Dollar Amounts in Thousands

4. Restatements due to corrections of material accounting errors and

changes in accounting principles

(from Schedule Rl-A, item 2) (itemize and describe all restatements):

a. Cumulative effect of the initial application of FSP FAS 115-2 on other-than-temporary

impairment _

T

b. 6527

5. Other transactions with parent holding company (from Schedule RI-A, item 11)

(itemize and describe all such transactions):

TEXT

a. 4498

b. 4499

6. Adjustments to allowance for Joan and lease losses

(from Schedule RI-8, part II, item 6) (itemize and describe all adjustments):

TEXT

a. 4521

b. 4522

7. Other explanations (the space below is provided for the bank to briefiy describe, at its option, any other

significant items affecting the Report of Income):

RIAD YES / NO

Comments? L.::47c:6.:.9-'---__N.::0-=--_---'

Other explanations (please type or print clearly):

TEXT ( 70 characters per line)

14769

4.a

4.b

5.a

5.b

6.a

6.b

7
1st Enterprise Bank

Legal TItle of Bank

Los Angeles

City

CA 90017-3449

FFIEC 041.

Page RC-l

I 13

State

FDIC Certificate Number: 5B321

Zip Code

Consolidated Report of Condition for Insured Commercial

and State-Chartered Savings Banks for June 30, 2009

All schedules are to be reported in thousands of dollars. Unless otherwise indicated,

report the amount outstanding as of the last business day of the quarter.

La

I.b

2.a

2.b

3.a

3.b

4.a

B528 135.932 4.b

3123 1,69S 4.c

B529 134,237 4.d

3545 0 5

2145 2,224 6

2150 0 7

2130 0 8

36S6 0 9

3163 0 10.a

0426 0 10.b

2160 3,759 11

2170 309,527 12

Schedule RC-Balance Sheet

ASSETS

1. Cash and balances due from depository institutions (from Schedule RC-A):

a. Noninterest-bearing balances and currency and coin (1)-----------------+-===--f------.:.;~~

b. Interest-bearing balances (2), _

2. Securities:

a. Held-to-maturity securities (from Schedule RC-B, column AJ, +.::.:~--_..,.::_:_~

b. Available-far-sale securities (from Schedule RC-B, column DJ _

3. Federal funds sold and'securities purchased under agreements to resell:

a. Federal funds sold,-:-_-:- ------------------+~~+--~~~

b. Securities purchased under agreements to resell (3) _

4. Loans and lease financing receivables (from Schedule RCMC):

a. Loans and leases held for sale' -r=-:-r__----;==

b. Loans and leases, net of unearned income' ~=::-f------''7~

c. LESS: Allowance for loan and lease losses' ----l...:::=:...L--.....:=

d. loans and leases, net of unearned income and allowance (item 4.b minus 4~c) _+='_+--....::::.:c::::.j

5. Trading assets (from Schedule RC-D) -+..::;:~!_---..,...,.;~

6. Premises and fixed assets (including capitalized leases) ---j~2:..l_--....:::.:::;J

7. other real estate owned (from Schedule RC-M) +.=:.:~----~

8. Investments in unconsolidated subsidiaries and associated companies -I-'~+-_--~

9. Direct and indirect investments in real estate ventures _

10. Intangible assets:

a, Goodwill _

b. Other intangible assets (from Schedule RC-M) ~~+_--___o~~

11. Other assets (from SChedule RC-F)-,-----::- I-='~~-_::_2_~

12. Total assets (sum of items 1 through 11) ..J..~~ ___=~~

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

(3) Includes all securities resale agreements, regardless of maturity.
1st Enterprise Bank

Legal11tle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-2

I 14

13.a

13,a,l

13.a.2

19

20

21

16

14,a

14.b

15

NIA M.1

Number

6724

RCON

Dollar Amounts in Thousands

Schedule RC - Continued

UABILITlES

13. Deposits:

a. In domestic offices (sum of totals of columns Aand C from Schedule RC-E)__---,-;;::;:-,-_---,==;;'

(1) Noninterest-bearing (l) E66~3;;_'+_-___,1;;;0~6,';;8~63

(2) Interest-bearing, --'_6.c.6c.36'-.L. 1..c6..cB'-.,2-,-,15

b. Not applicable

14. Federal funds purchased and securities sold under agreements to repurchase:

a. Federal funds purchased (2)'-----,---,------------------E=+_---___,:j

b. Securities sold under agreements to repurchase (3),------------------~::=+----....;o

15. Trading liabilities (from Schedule RC-D) _

16. other borrowed money (includes mortgage indebtedness and obligations under

capitalized leases) (from SChedule RC-M)

17. and 18. Not applicable

19. Subordinated notes and debentures (4),-----------------------.f-:'=+_----,""'~

20, Other liabilities (from Schedule RC-G)-,- E=+_-___,;:;;;-~;j

21. Total liabilities (sum of items 13 through 20),

22. Not applicable

EQUITY CAPITAL

Bank Equity Capital

23. Perpetual preferred stock and related surplus 3838 4,396 23

24. Common stock 3230 27,536 24

25. Surplus (excludes all surplus related to preferred stock) 3839 2,560 25

26. a. Retained earnings 3632 (3,603) 26.a

b. Accumulated other comprehensive income (S) -I-:B:::S3::0+ ..:1",7;:,9~5 26.b

c. Other equity capital components (6) Al30 0 26.c

27. a. Total bank eqUity capital (sum of items 23 through 26.c) 3210 32,684 27.a

b. Noncontrolling (minority) interests in consolidated subsidiaries 3000 a 27.b

28. Total equity capital (sum of items 27.a and 27.b) G105 32,684 28

29. Total liabilities and equity capital (sum of items 21 and 28) 3300 309,527 29

Memorandum

To be reported with the March Report of Condition.

1. Indicate in the box at the right the number of the statement below that best describes the

most comprehensive level of auditing work performed for the bank by independent external

auditors as of any date during 2008

1 := Independent audit of the bank conducted in accordance

with generally accepted auditing standards by a certified

public accounting firm which submits a report on the bank

2 = Independent audit of the bank's parent holding company

conducted in accordance with generally accepted auditing

standards by a certified public accounting firm which

submits a report on the consolidated holding company (but

not on the bank separately)

3 = Attestation on bank management's assertion on the

effectiveness of the bank's internal control over financial

reporting by a certified public accounting firm

4 = Directors' examination of the bank conducted in accordance with

generally accepted auditing standards by a certified public

accounting firm (may be required by state chartering authority)

5 = Directors' examination of the bank performed by other external

audirors (may be required by state chartering authority)

6 = Review of the bank's financial statements by external auditors

7 = Compilation of the bank's financial statements by

external auditors

8 = Other audit procedures (exclUding tax preparation work)

9 =No external audit work

To be reported with the March Report of Condition. RCON MM I DO

2. Bank's fiscal year-end date L-"'86,,7"'S.L_...:N"":..A'-----'

(1) Indudes total demand deposits and noninterest-bearing time and savings deposits.

(2) Report overnight Federal Home loan Bank advances in Schedule Rei item 16, "Other borrowed money."

(3) Includes all securities repurchase agreements, regardless of maturiLy.

(4) Inciudeslimited-Iife preferred stock and related surplus.

(5) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (tosses)

on cash flow hedges, and minimum pension liability adjustments,

(6) Includes treasury srock and unearned Employee Srock Ownership Plan shares.

M,2
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-3

I 15

Schedule RC-A-Cash and Balances Due From Depository Institutions

La

1.b

2.a

2.b

0073 N/A 3.a

0074 N/A 3.b

0090 N/A 4

0010 N/A 5

Dollar Amounts in Thousands

Schedule RC~A is to be completed only by banks with $300 million or more in total assets.

Exclude assets held for trading.

1. Cash items In process of collection, unposted debits, and currency and coin:

a. Cash items in process of collection and unposted debits. +:=+ ----cC7l

b. Currency and coin' _

2. Balances due from depository institutions in the U.S.:

. a. U.S. branches and agendes of foreign banks~ f_=:=.._J----~

b. other commercial banks in the u.s. and other depository institutions in the U.5. _

3. Balances due from banks in foreign countries and foreign central banks:

a. Foreign branches of other U.S. banks'::---,--_--,-----,-,------,-- f-:'=+-- --iiil

b. Other banks In foreign countries and foreign central banks, +:'=:+ ---7C7l

4. Balances due from Federal Reserve 8anks. +=-:-+ --,='1

5. Total (sum of items 1 through 4) (must equal SChedule RC, sum of items La and 1.b) .J,...::=-'- ....:.:::.:J

Schedule RC-B-Securities

Exclude assets held for trading.

Held-to-maturity Available-far-sale

(Column A) (Column B) (Column C) (Column D)

Amortized Cost Fair Value Amortized Cost Fair Value

Dollar Amounts in Thousands RCON Bil I Mil I Thou RCON Bill Mil I Thou RCON Bil r Mil r Thou RCON Bil r Mill Thou

1. U.S. Treasury securities 0211 0 0213 0 1286 0 1287 0

2. U.S. Government agency obligations

(exclude mortgage-backed securities):

a. Issued by U.S. Govemmentagencies (1) _

b. Issued by U.S. Governmentsponsored agendes (2) _

3. Securities issued by states and

political subdivisions in the U.S.,__---'--'-':..:...J'- '-.L:..:.:.'--'- --'-J....:.=-'- "'--==::...l -'.:..:.=

1

2.a

2.b

3

(1) Includes Small Business Administration lOGuaranteed Loan Pool Certificates," U.S. Maritime Administration obligations, and

ExporHmport 8ank participation certificates.

(2) Includes obligations (other than mortgagekbacked securities) issued by the Farm Credit System, the Federal Home Loan Bank

System! the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association! the Financing Corporation,

Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority.
1st Enterprise Bank

Legal Ti~e of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC·4

I 16

Schedule RC-B-Continued;=- ----:-,.,.,.""....,..-:-::--__--.- -:--:;-:c-;-----:-__-----,

Held-to-maturlty Available-far-sale

(COlumn A) (Column B) (Column C) (Column D)

Amortized Cost Fair Value Amortized Cost Fair Value

Dollar Amounts in Thousands RCQN BiJ I Mil I Thou 811 I Mil I Thou RCON ail I Mill Thou Bil I Mil IThou

4. Mortgage-backed securi~es (MBS):

a. Residential mortgage

pass~throughsecurities:

(1) Guaranteed by GNMA~--:---+=:_:_f----~__::::'=1f------__;;t-==_4_---=~:I-O=+_--~~~

(2) Issued by FNMA and FHLMC_-+~::+----:a-::=+----~J7.:::__f------'~~~~-----=:c::~

(3) other pass-through securities

b. Other residential mortgage~

backed securities (include CMOs,

REMICs, and stripped MBS):

(1) Issued or guaranteed by FNMA,

FHLMC, or GNMA~ f---

(2) Collateralized by MBS issued or

guaranteed by FNMA, FHLMC,

orGNMA

(3) All other residential

MBS, -!

c. Commercial MBS:

(l) Commercial mortgage

pass~through SeCUritieS__I-:G:::3;::2;;4t- ,;t--:::::::-t -;;r:=+ ~__::::=_1__----~

(2) Other commercial MBS G328

S. Asset~backed securities and

"structured financial products:

a. Asset-backed

securities (ABS)I _

b. Structured financial prodUCts:

(1) Cash.--:,.--------t::=t------'l~"'__t-----;;+-=:+----~=_+_---~

(2) Synthetic: .r-;:~+_-----:;;t-;~+----;a.:~;+----~~~----~ (3) Hybridl _

6. other debt securities:

a. other domestic debt securities'__+:::=;:+ --;;+-::~+_-_--~_:;;:::_1---~~:+_=:;..:'+--...c-"'=~

b. Foreign debt securities. _

7. Investments in mutual funds and

other equity securities with readily

delenninable fair values (1), _

8. Total (sum of items 11hrough 7)

(tolal of column A must equal

Schedule RC, item 2.a) (total of

column D must equal Schedule RC,

item 2.b) ---'-="-'- .::L=~ ____':.L..:=.l.__ _._:==~=__~~~

(1) Report Federal Reserve stock, Federal Home Loan Bank stock, and bankers' bank stock in Schedule RC-F, item 4.

4.a.1

4.a.2

4.a.3

4.b.1

4.b.2

4.b.3

4.c.l

4.c.2

5.a

S.b.1

S.b.2

5.b.3

6.a

6.b

7

8
1st Enterprise Bank

Legailltle of Bank

FDIC Certificate Number: 5B321

FFIEC 041

Page RC-S

I 17

Schedule RC-B-Continued

M.I

M.2.a.1

M.2.a,2

M.2.a.3

M.2.aA

M.2.a.5

M.2.a.6

M.2.c.I

M.2.c.2

M.2.b.1

M.2.b.2

M.2.b.3

M.2.bA

M.2.b.5

M.2.b.6

MA.a

MA.b

M.3

M.2.d

Dollar Amounts in Thousands

Memoranda

1. Pledged securities (1) _

2. Maturity and repridng data for debt securities (1, 2) (exduding those in nonaccrual status):

a, Securities issued by the U.S. Treasury, U.S. Government agencies, and states

and political subdivisions In the U.S.; other non-mortgage debt securities; and

mortgage pass-through securitie? other than those backed by dosed-end

first lien 1-4 family residential mortgages with a remaining maturity or

next repricing date of: (3,4)

(1) Three months or less, FAS=-.:.:9+ 1=',::.S1~0

(2) Over three months through 12 monthSi +A:::5~SO:.+ __--,,.::3::;.4:;:8.;,j7

(3) Over one year through three years -I-"AS=S~1+----c14",0:;:2;;;j9

(4) Over three years through five years l-"=AS::5::.2+-__--'9~.7"'3:.::.j0

(5) Over FIVe years through 15 years, +-AS::5::3+ -o:3,"'S-;-40'"

(6) Over 15 years~ AS54 1,910

b. MOltgage pass-through securities backed by dosed-end first lien

1-4 family residential mortgages With a remaining maturity or

next repricing date of: (3, 5)

(1) Three months or less -j-CA,,5S==S:+ =;;:;;J0

(2) Over three months through 12 months, +A:;:5;::S6'-1- -"S.:.:,0:::3"l0

(3) Over one year through three yearsi -I-.::A::5S~7+---~9,~13~1~

(4) Over three years through five years f-'A"55=B:+ ~2,,,9,,78;j

(5) Over five years through 15 years I-'A::;5:::59:+__--,,;9"',1;::9:"12

(6) Over 15 years, A560 16,420

c. Other mortgage-backed secuJities (include CMOs, REMICs, and stripped MBS;

exclude mortgage pass-through securities) with an expected average life of: (6)

(1) Three years or less ---------~-----------------+':'=+--__;.~;a (2) Over three years _

d. Debt securities with a REMAINING MATURIlY of one year or less

(included in Memorandum items 2,a through 2.c above) _

3, Amortized cost of held-to-maturity securities sold or transferred to available-far-sale or

trading securities during the calendar year-to-date (report the amortized cost at date

of sale or transfer) _

4. Structured notes (included in the held-to-maturity and available-for-sale

accounts in Schedule RC-B, items 2,3,5, and 6):

a. Amortized cost ~=_+---~:;;::;I

b. Fair value --J-"'-'"'-L--__-.:=c.:J

(1) Includes held-ta-maturity securities at amortized cost and available-for-sale securities at fair value.

(2) Exclude investments in mutual funds and other equity securities with readily determinable fair values,

(3) Report fixed rate debt securities by remaining maturity and floating rate debt securities by next repricing date.

(4) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt securities in the categories of debt securities

reported in Memorandum item 2.a that are induded in Schedule RC·N, item 9, column (, must equal Schedule RC-B, sum of

items 1, 2, 31 4.c,(1), 5, and 6, columns A and D, plus residenl:ial mortgage pass-through securities other than those backed by closed-end first

Hen 1-4 family residential mortGages included in Schedule RC-B, item 4.a, columns Aand 0,

(5) 5um of Memorandum items 2.b.(1) through 2.b,(6) plus any nonaccrual mortgage pass-through securities backed by

c1osed·end first lien 1-4 family residential mortgages included in Schedule RC-N, item 9, column C, must equal Schedule RC-B,

item 4.a, sum of columns A and D, less the amount of residential mortgage pass-through securities other than those backed by

closed~end first lien 1-4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D,

(6) Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual UOther mortgage-backed securities" Included in Schedule

RC~N, item 9, column C, must equal Schedule RC-B, sum of items 4.b and 4.c.(2), columns Aand D.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-6

I 18

Schedule RC-B-Continued

Memoranda - Continued

Held·to·maturity Available~for-saJe

(Column A) (Column B)

Amortized Cost Fair Value

(Column C) (Column D)

Amortized Cost Fair Value

M.S.a

M.s.b

M.s.c

M.S.d

M.s.e

M.S.f

Dollar Amounts in Thousands RCON Bil ! Mill Thou Bil I Mil IThou RCON BUI Mil! Thou Bil I Mil I Thou

Memorandum items 5.a

through 5.rare to be

completed by banks with

$1 billion or more in total

assets. (I)

5. Asset~backed securities

(ABS)(for each column,

sum of Memorandum

items 5.a through 5,f

must equal Schedule

RC-B, item S.a):

a. Credit card receivabJes~ --i~:::-+- ~2I-~~ ----c;:::;';i-::::+ ~:;';i~~l- ~~

b. Home equity lines------+.~=_t---_;::ii~~+_---~2I_=~----;;;~~+---~~

c. Automobile 10ans -+=:=-i ~+:=+---~:::7II_"::::_+_---...;.;::,:j_::::::::"_+----::::;J

d. Other consumer loans-----t::.:::-+-----7.;:,:r-=':-1----~+:=+---___;""'f_.::"=_+_---...;.;:~

e. Commercial and industrial loans--j-;::~I__---_;;;;2I_=:-+---_;c:;:1_:O~+---__;,~~~I_---~~

f. Other L..:::::=L- =:L::~l._ =.:L.::=...L ..:.:::~~C.L ~~

(1) The $1 billion asset size test is generally based on the total assels reported on the June 30, 2008, Report of Condition.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificale Number: 5B321

FFIEC 041

Page RC-7

I 19

Held-la-maturity Available-For-sale

Schedule RC-B-Continuedr-----:c~:--:--c:-::-----r----,---;;-__;_:__c,_____:__-_____,

M.6.b

M.6.a

M.6.d

M.6.c

M.6.e

M.6.F

M.6.g

(Column C) (Column D)

Amortized Cost Fair Value

RCON BII'l Mil I Thou Bill Mil I Thou

(Column A) (Column B)

Amortized Cast Fair Value

Dollar Amounts In Thousands RCON 611 I r-lII I Thou Bil J Mil I Thou

6. Structured financial

products by underlying collateral

or reference assets (for

each column, sum of

Memorandum items 6.a through

6.g must equal Schedule RC-B

sum of items 5.b(l) through

(3»:

a. Trust preferred securities

issued by financial institutions

b. Trust preferred securities

issued by real estate

investment trusts ----j

c. Corporate and

similar loans l

d. 1-4 family residential MBS

issued or guaranteed by

U.S. government-sponsored

enterprises (G5Es) ----1

e. 1-4 family residential

MBS not issued or

guaranteed by GSEs _

f. Diversified (mixed)

pools of structured financial

products. _

g. Other collateral or

reference assets L~:.:...JL _.:L..:::=:.=_L ._:::J~~l ~:J.C:~Cl..

Memoranda - Continued
1st Enterprise Bank

Legailltle of Bank

FDIC Certificate Number: 5B321

FFlEC 041

Page RC-8

I 20

Schedule RC-C-Loans and Lease Financing Receivables

Part I. Loans and Leases

1.C.1

7

1.c.2.a

1.c.2.b

1.d

1.a.2

lob

1.a.1

2.C.l

2.c.2

3

4

4.a

4.b

2.a.1

2.a.2

2.b

1.e.1

1.e.2

2

6.c

6.a

6.b

8

9

9.a

9.b

(Column B)

To Be Completed

by All Banks

(Column A)

To Be Completed

by Banks with

$300 Million or More

in Total Assets (1)

Do not deduct the allowance for loan and lease losses or the allocated transfer

risk reserve from amounts reported in this schedule. Report

(1) loans and leases held for sale at the lower of cost or fair value,

(2) loans and leases held for investment, net of unearned income, and

(3) loans and leases accounted for at fair value under a fair value oPtion~

Exclude assets held for trading and commercial paper.

1. loans secured by real estate:

a. Construction, land development, and other land loans:

(1) 1-4 family residential construction loans, _

(2) Other construction loans and all land development and other

land loans, _

b. Secured by farmland (including farm residential and other improvements) -'

c. Secured by 1-4 family residential properties:

(1) Revolving, open-end loans secured by 1-4 family residential properties and

extended under lines of credit~ ..j

(2) Closed-end loans secured by 1-4 family residential properties:

(a) Secured by first liens ---.j

(b) Secured by Junior iiens -----j

d. secured by multifamily (5 or more) residential properties~ ..j

e. Secured by nonfarm nonresidential properties:

(1) Loans secured by owner-occupied nonfarm nonresidential

properties, _

(2) Loans secured by other nonfarm nonresidential properties' _

2. loans to depository institutions and acceptances of other banks, _

a. To commerdal banks in the U.S.:

(1) To U.S. branches and agencies of foreign banks' -+:::=~_---~

(2) To other commercial banks in the U.S•. +~"_+----~

b. To other depository institutions in the U.S.. _

c. To banks in foreign countries:

(1) To foreign branches of other U.S. banks ~~-1----_7.:;;.

(2) To other banks in foreign countries, _

3. Loans to finance agricultural production and other loans to farmers, _

4. Commercial and industrialloans, _

a. To U.S. addressees (domicile) +==+ :;:;.

b. To non-U.S. addressees (domicile) _

5. Not appiicable

6. Loans to indiViduals for household, family, and other personal expenditures

(i.e., consumer loans) (inclUdes purchased paper):

a. Credit cards, _

b. Other revolving credit plans _

c. Other consumer loans (includes single payment, installment, and

ali student loans) _

7. Loans to foreign governments and official institutions

(including foreign central banks) ---' _

8. Obligations (other than securities and leases) of states and political subdivisions

in the U.S. _

9. other Loans -I

a. Loans for purchasing or carrying securities (secured and unsecured) +7:':':-I --;c:;,:

b. All other loans (exclude consumer loans) ---.JL-::::::.-L --:.=:

_____________________...:D"'o"'I"'la"-r.::A''m"'o~u"nts~in~T"ho"'u=s~a~nd:=s~RCON BlJ I Mil r Thou

(1) The $300 million asset size test is generally based on the total assets reported on the June 30, 2008, Report of Condition.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-9

I 21

Schedule RC-C-Continued

IO

IO.a

IO.b

11.

M.1.a

12

M.2.a.l

M.2.a.2

M.2.a.3

M.2.a.4

M.2.a.5

M.2.a.6

o

o

o

9,727

835

o

(Column B)

To Be Completed

by All Banks

A570 49,075 M.2.b.l

AS71 9,968 M.2.b.2

A572 13,145 M.2.b.3

AS73 18,885 M.2.b.4

A574 34,298 M.2.b.S

A575 0 M.2.b.6

M.2.c

RCON Bil I Mil I Thou

(Column A)

To Be Completed

by Banks with

$300 Million or More

Dollar Amounts in Thousands in Total Assets (1)

Part I. Continued

10. Lease financing receivables (net of unearned income)I _

a. Leases to individuals for household, family, and other personal

expenditures (i.e., consumer leases) ---------------f~~I_---~ b. All other leases _

11. LESS: Any unearned income on loans reflected in items 1-9 above _

12. Total loans and leases, net of unearned income (sum of items 1 through 10

minus item 11) (must equal Schedule RC, sum of items 4.a and 4.b) _

Memoranda Dollar Amounts in Thousands

1. Loans and leases restructured and in compliance with mOdified terms (included in Schedule RC-C, part I,

and not reported as past due or nonaccrual in Schedule RC-N, Memorandum item 1):

a. Loans secured by 1-4 family residential properties~ _

b. other loans and all leases (exclude loans to individuals for household, family, and

other personal expenditures _

2. Maturity and repricing data for Joans and leases (excluding those in nonaccrual status):

a. Closed-end loans secured by first liens on 1-4 family residential properties

(reported in Schedule RC-C, part I, item 1.c.(2)(a), column B, above) With a remaining maturity

or next reprlong date of: (2, 3)

(1) Three months or less A564

(2) Over three months through 12 months A565

(3) Over one year through three years A566

(4) Over three years through five years A567

(5) Over five years through 15 years A568

(~~IS_ -

b. All loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column B, above)

EXCLUDING closed-end loans secured by first liens on 1~4 family residential properties

(reported in Schedule RC-C, part I, item I.c.(2)(a), column B, above) with a remaining maturity

or next repricing date of: (2, 4)

(1) Three months or less ---------------------------t~~I_--~S:~ (2) Over three months through 12 months +.=+__--,~~

(3) Over one year through three years, ~=_=_+---_'7d

(4) Over three years through five years ----------------------f-'"~+_--~~~

(5) Over five years through 15 years +"::=+__-::.::!:::;J

·(6) Over 15 years,,-- ,--,-- _

c, Loans and leases (reported in Schedule RC·C, part I, items 1 through 10, column B, above)

with a REMAlNING MATURITY of one year or less (excluding those in nonaccnual status) ~~_L___:..:e.:.::::J

(1) The $300 million asset size test is generally based on the total assets reported on the June 3D, 2008, Report of Condition.

(2) Report fixed rate Joans and leases by remaining maturity and floating rate loans by next repricing date.

(3) Sum of Memorandum Items 2.a.(1) through 2.a.(6) plus total nonaccnual dosed-end loans secured by first iiens on 1-4

family residential properties Induded in Schedule RC-N, item 1.c.(2)(a), column (, must equal total closed-end loans secured

by first iiens on 1-4 family residential properties from Schedule RC-C, part I, item I.c.(2)(a), column B.

(4) Sum of Memorandum Items 2.b.(I) through 2.b.(6) plus total nonaccnualloans and leases from Schedule RC-N, sum of items Ithrou9h 8,

column C, minus nonaccrual closed-end loans serured by first liens on 1-4 family residential properties induded in Schedule RC-Nj

Item I.c.(2)(a), column C, must equal total loans and leases from SchedUle RC-C, part I, sum of Items 1 through 10, column B, minus total

closed-end loans secured by first liens on 1-4 family residential properties from Schedule RC-C, part I, item I.c.(2)(a), column B.
1st Enterprise Bank

Legal1itle of Bank

FDIC Certificate Number: S8321

FFIEC 041

Page RC-1O

I 22

Schedule RC-C-Continued

Part I. Continued

Memoranda - Continued Dollar Amounts in Thousands

3. Loans to finance commercial real estate, construction, and land development activities

(not secured by real estate)

included in SCheduie RC-C, part I, items 4 and 9, column B {S),

4. Adjustable rate closed-end loans secured by first liens on 1-4 family residential properties

(Included in SChedule RC-C, part I, item 1.c.(2)(a), column B)' _

5. To be completed by banks with $300 million or more in total assets: (6)

Loans secured by real estate to non-U.s. addressees (domicile)

(included in Schedule RC-C, part If items La through 1.e, column B),_~ _

Memorandum item 6 is to be completed by banks that (1) together with affiliated institution~ have outstanding

credit card receivables (as defined in the Instructions) that exceed $SOO million as ofthe report date or (2)

are credit card specialty banks as defined for Uniform Bank Performance Reportpurposes.

6. Outstanding credit card fees and finance charges Included in Schedule RC-C,

part I, item 6.a. _

Memorandum item 7 is to be completed by allbanks.

7. Purchased Impaired loans held for investment accounted for in accordance with AICPA

Statement of Positlon 03-3 (exdude loans held for sale):

a, Outstanding balance---,.---,._---,.--,..---,. +"'-'''-t

b. carrying amount included in SChedule RC-C, part I, items 1 through 9, _

8. Closed-end loans with negative amortization features secured by 1-4 family residential properties:

a. Total carrying amount of closed-end loans with negative amortization features secured

by !-4 family residential properties (included in Schedule RC-C, part I, items 1.c.(2){a) and (b) _

Memorandum items B.b and 8.c are to be completed by banks tllat had dosed-end loans

with negative amortization features secured by 1-4 family residential properties (as reported

in Schedule RC-C, partl, Memorandum item 8.a.) as ofDecember 31/ 2008, that exceeded

the lesser of$100 million or 5 percent oftotal loans and lease~ net ofunearned income

(as reported in Schedule RC-e- partI- Item 12, column 8).

b. Total maximum remaining amount of negative amortization contractually permitted on

dosed-end loans secured by 1-4 family residential properties _

c. Total amount of negative amortization on closed~end loans secured by 1-4 famify residential

properties included in the carrying amount reported in Memorandum item 8.a above ---'

9. Loans secured by 1-4 family residential properties in process of foreclosure (induded in

Schedule RC-C, part I, items I.c.{l), 1.c.(2){a), and 1.C.(2)(b)) -j

Memorandum items 10 and 11 are to be completed by banks that have elected to measure loans

inclUded in Schedule RC~C, partl, Items 1 through atfair value under a fair value option.

10. Loans measured at fair value (included in SchedUle RC-C, part I, items 1 through 9):

a. Loans secured by real estate:

(1) Construction, land development, and other land loans; -fE.~f_---~:i

(2) secured by farmland (including Farm residential and other improvements) _

(3) Secured by 1-4 family residential properties:

(a) Revolving, open-end Joans secured by 1-4 family residential properties

and extended under lines of credit~ _

(b) Closed-end loans secured by 1-4 family residential propeeues:

(1) Secured by first liens. +C22'-!- -'.:::,:J

(2) Secured by junior liens ---lE;!!£.JL ~::J

(5) Exdude loans secured by real estate that are included in Schedule RC-C, part I, items La through I.e, column B.

(6) The $300 million asset size test is generally based on the total assets reported on the June 30, 2008, Report of Condition.

M.3

MA

M.S

M.6

M.7.a

M.7.b

M.8.a

M.8.b

M.8.c

M.9

M.10.a.1

M.10.a.2

M.10.a.3.a

M.10.a.3.b.!

M.10.a.3.b.2
1st Enterprise Bank

Legal Title of Bank

FDIC certificate Number: 58321

FFJEC 041

Page RC'l!

I 23

M.IO.a.4

M.IO.a.5

M.IO.b

M.lD.c.l

M.lD.c.2

M.IO.c.3

M.lD.d

M.ll.a.1

M.1!.a.2

M.ll.a.3.a

F593 N/A M.ll.a.3.b.l

F594 N/A M.ll.a.3.b.2

F595 N/A M.ll.a.4

F596 N/A M.ll.a.S

F597 N/A M.ll.b

F598 N/A M,Il.c.I

F599 N/A M.ll.c.2

F600 N/A M.I1.c.3

F601 N/A M.I1.d

Schedule RC-C-Continued

Part I. Continued

Memoranda - Continued Dollar Amounts in Thousands

10. a. (4) Secured by multifamily (S or more) residential properties. l--"!22.+- ..;~

(S) Secured by nonfarm nonresidential properties, ¥=+ --:::::7I

b. Commercial and industrial loans,-:-:--::-_-:--::- :- _

c. Loans to individuals for household, family, and other personal

expenditures (i.e., consumer loans) (includes purchased paper):

(1) Credit cards,:-_--:::--:- +"""'+ __::~

(2) Other revolving credit plans-:--:-: -:-:-::-__-:--::_-,--,--,---:: +.!:~+---..;,~

(3) Other consumer loans (includes single payment, installment, and all student loans) -+-'-"""-t- ~~

d. Other loans-,--,-_-,- -,-_:- -,- _

11. Unpaid principal balance of loans measured at fair value (reported in Schedule RC-C,

part J, Memorandum Item 10):

a. Loans secured by real estate:

(1) Construction, land development, and other land 10ans~ _I-"""'_1f__---~:i

(2) Secured by farmland (including farm residential and other improvements) _

(3) Secured by 1·4 family residential properties:

(a) Revolving, open-end loans secured by 1-4 family residential properties

and extended under lines of Credit'::"_.,..,.-,--,- ~-----------

(b) dosed-end loans secured by 1-4 family residential properties:

(1) SeCured by first liens~ i...!2-'!Lf__---~

(2) Secured by junior liens-,-_--::_-,- _I-"""'1f__---~:i

(4) Secured by multifamily (5 or more) residential properties -fn:~f_---~;1

(5) secured by nonfarm nonresidential properties' +~4---.....:;:::1

b. Commercial and industrial loans,.,-:--,- _

c. Loans to individuals for household, family, and other personal

expenditures (Le., consumer loans) (includes purchased paper):

(I) Credit cards.__-,- +~4---__::~

(2) Other revolving credit plans,.,-_-,--,- -,- I-'=+ ~:::::i

(3) Other consumer loans (includes single payment, installment, and all student loans)-----_-t-"'''''-t- ~:::7I

d. other 10ans, _

M.n.a

M.12.b

M.12.c

M.12.d

RCON 811 I Mil I Thou

(Column C)

Best estimate at

acquisition date of

of contractual cash

flows not expected

to be collected

(Column B)

Gross contractual

amounts

receivable at

acquisition date

(Column A)

Fair value of

acquired loans

and leases at

acquisition date

Dollar Amounts in Thousands

12. Loans (not subject to the requirements of AICPA

Statement of Position 03-3) and leases held for

investment that were acquired in business

combinations with acquisition dates in the current

calendar year:

a. loans secured by real estate ----------+~~f_----~.!!!!~t_----_;l~~+_----~ b. Commercial and industrial loans _

c. Loans to individuals for household, family, and

other personal expenditures ----------+~~j_----_;l~~+_----~!J"~+----~

d. All other loans and all leases ....Jl..!<!~L .:::L~!!...1 _.:::L,J,~~
1st Enterprise Bank

Legallitle of Bank

FDIC Certificate Number: 58321

FFlEC 041

Page RC-12

I 24

Schedule RC-C-Continued

Part I. Continued

Memoranda - Continued Dollar Amounts in Thousands

Memorandum item ~3 is to be completed by banks that had construction, land development,

and otherland loans (as reported in Schedule RC~c, partr, item ~.a/ column B) that exceeded

100 percentoftotal risk-based capital (as reported in Schedule RC~R, item 21) as of

December31, 2008.

13. Construction, land development, and other land loans with interest reserves:

a. Amount of loans that provide for the use of interest reserves (included in

Schedule RC-C, part I, item 1.a, column B) _

b. Amount of interest capitalized from interest reserves on construction, land

development, and other land loans that is included in interest and fee income on loans

during the quarter (included in Schedule RI, item 1a.(l)(b)) i-""-'-'--

Memorandum item ~4 is to be completedby all banks.

14. Pledged loans and leases; ~~L .:::J

M.l3.a

M.l3.b

M.14
1st Enterprise Bank

Legal TItle of Bank

FDIC Certificate Number: S8321

FFIEC 041

Page RC-12a

I 24a

Schedule RC-C-Continued

Part II. Loans to Small Businesses and Small Farms

Schedule RC-C, Part II is to be reported only with the June Report of Condition.

Report the number and amount currently outstanding as of June 30 of business loans with "original amounts" of $1,000,000

or less and farm loans with "original amounts" of $500,000 or less. The following gUidelines should be used to determine the

"original amount" of a loan: (1) For loans drawn down under lines of credit or loan commibnents, the "original amount" of the

loan is the size of the line of credit or loan commitment when the line of credit or loan commitment was most recently approved,

extended, or renewed prior to the report date. However, if the amount currently outstanding as of the report date exceeds this

size, the "original amount" is the amount currently outstanding on the report date. (2) For loan participations and syndications,

the "original amount" of the loan partidpation or syndication Is the entire amount of the credit originated by the lead lender. (3) For

all other loans, the "original amount" is the total amount of the loan at origination or the amount currently outstanding as of

the report date, whichever is larger.

Loans to Small Businesses

1. Indicate in the box at the right whether all or substantially all of the dollar volume of your bank's "Loans

secured by nonfarm nonresidential properties" reported in Schedule RC-C, part I, items l.e.(l) and 1.e,(2),

and all or SUbstantially all of the dollar volume of your bank1s IICommerdal and industrialloans" reported in

Scheduie RC-C, part I, item 4, (1) have original amounts of $ 100,000 or less (If your bank has no ioans ~_-,-Y=ESO±/.:.:N",O'--jl outstanding in both of these two loan categories, place the word lfNO'1 in the box to the right.) ~---"~ NO 1

If YES, complete items 2.a and 2.b below, skip Items 3 and 4, and go to item 5.

If NO, and your bank has loans outstanding in either loan category, skip items 2.a and 2.b, complete items 3 and 4 below, and go to item 5.

If NO and your bank has no loans outstanding in both loan categories, skip Items 2 through 4, and go to Item S.

2. Report the total number of loans currently outstanding for each of the following

SchedUle RC-C, part I, loan categories:

a. "Loans secured by nonfarm nonresidential properties" reported in

Schedule RC-C, part I, items l.e.(l) and 1.e.(2) (Note: Sum of

items 1.e.(l) and l.e.(2) diVided by the number of loans should NOT

exceec $100,000.) _

b. "Commercial and industriai loans" reperted in Schedule RC-C, part I, item 4. (1)

(Note: Item 4, (1) divided by the number of ioans should NOT exceed $100,000.) --'-'=:...l.- -'-:c..:J

2.a

2.b

3.a

3.b

3.c

4.a

4.b

4.c

(Column B)

Amount

Currently

Outstanding

Number

of loans

(Column A)

Dollar Amounts in Thousands

3. Number and amount currently outstanding of "Loans secured by

nonfarm nonresidential properties" reported in Schedule RC-C, part I,

items l.e.(l) and l.e.(2) (sum of items 3.a through 3.c must be less than

or equal to Schecule RC-C, part I, sum of items l.e.(l) and l.e.(2)):

a. With originai amounts of $100,000 or less, -c-c-c-:-:-,-- -+-;5:;:56;-;4i- -,0~S:;:5;:65;_r---__;;"'0:il

b. With original amounts of more than $100,000 through $2S0,000 +5:;5:::66:-t-----=2t_=55:;6:-7t_---;-:,.,2,,8:;;j1

c. With original amounts of more than $250,000 through $1,000,00o 5568 23 5569 14.379

4. Number and amount currently outstanding of "Commercial and industrial

loans" reported in Scheduie RC-C, part I, Item 4 (1) (sum of

items 4.a through 4.c must be less than or equal to SChedule

RC-C, part I, item 4 (1)):

a. With original amounts of $100,000 or less, -c_-c-c -+-;5:;:57:;O+ 758~5:;:5:::71+---'<2'_:;,0"'83;1

b. With original amounts of more than $100,000 through $2S0,000_~ +5:;5=72'+-----,4"'5t_=55=7.,.3t_-_-;-;3.;-,7'"'0;.;16

c- With originai amounts of more than $2S0,000 through $1,000,000 --'...:5:::5::.-74'-L c.7.::0L::55::.7::.S.1- 1:.:2::.-.4:.:7-"4

(1) Banks with $300 million or more in total assets should provide the requested information for "Commercial and industrial loans"

based on the loans reported In Schedule RC-C, part I item 4.a, column A, "Commerdal and industrial loans to U.S. addressees.
1st Enterprise Bank

Legal TItle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-12b

24b

Schedule RC-C-Continued

. Part II. Continued

Agricultural Loans to Small Farms

5. Indicate [n the box at the right whether all or substantially all of the dollar volume of your bank1s

IILoans secured by farmland (including farm residential and other improvements)" reported in

Schedule RC-C, part I, item 1.b, and all or substantially all of the dollar volume of your bankls

"Loans to finance agricultural production and other loans to farmers" reported in Schedule RC-C,

part I, item 3, have original amounts of $100,000 or Jess (If your bank has no loans outstanding in ~f----=-Y=:ES:::!=/:,:N:.:O'-I BOTH of these two loan categories, place the word "NO" In the box to the rlght.) ---.J~ NO 5

If YES, complete items 6.a and G.b below and do not complete Items 7 and 8.

lf NO and your bank has loans outstanding in either loan category, skip items 6.a and 6.b and complete items 7 and 8 below.

If NO and your bank has no loans outstanding in both loan categories, do not complete items 6 through B.

6. Report the total number of loans currently outstanding for each of the following

Schedule RC-C, part I, loan categories:

a. "Loans secured by farmland (including farm residential and other improvements)"

reported In Schedule RC-C, part I, item l.b, (Note: Item l.b divided by the number

of loans should NOT exceed $100,000.) _

b. "Loans to finance agricultural production and other loans to farmers" reported in

Schedule RC-C, part I, item 3 (Note: Item 3 divided by the number of loans

should NOT exceed $100,000.) 1..;:::.:-L ~c:J

6.a

6.b

7.a

7.b

7.c

B.a

8.b

8.c

(Column B)

Amount

Currently

Outstanding

RCON Bil I MJI I Thou

Number

of Loans

(Column A)

Dollar Amounts in Thousands

7. Number and amount currently outstanding of "Loans secured by farmland (including

farm residential and other improvements)" reported in Schedule RC·C, part I, item lob

(sum of items 7.a through 7.c must be less than or equal to Schedule RC-C, part I,

Item l.b):

a. With original amounts of $100,000 or less;--------------l-~~I_---7.7:i_'=:+---_;~

b. With original amounts of more than $100,000 through $250,000, +::=:+ ___.;:;;;.1-::==-+-----;.::;;1

c. With onginal amounts of more than $250,000 through $500,000, _

8. Number and amount currently outstanding of "Loans to finance agricultural production

and other loans to farmers" reported in Schedule RC-C, part I, item 3 (sum of

items 8.a through S.c must be less than or equal to Schedule RC-C, part I, item 3):

a. With original amounts of $100,000 or less. - ---------+-:;5"'58;::4+----7N:;;/ACl-C5::;5;;:85O-t-----7N;:;/A:;'I

b. With original amounts of more than $100,000 through $250,000, +5o:5~86:+---___.;N~/A::i-.::55~8~7+----..:N::;f;;lA

c. With original amounts of more than $250,000 through $500,000, --L.::55::8"'8.l.-----Nc:/:::A:L.::5"'58"'9...L-----'.:NI~A
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-13

I 25

Schedule RC-D - Trading Assets and Liabilities

Schedule RC-D is to be completed by banks that reported average trading assets (Schedule RC-K, item 7)

of $2 million or more in any of the four preceding calendar quarters.

1

2

3

4.a

4.b

4.c

4.d

5.a.l

5.a.2

5.a.3

5.b

6.a.l

6.a.2

6.a.3.a

F607 N/A 6.a.3.b.l

F611 N/A 6.a.3.b.2

F612 N/A 6.a.4

F613 N/A 6.a.S

F614 N/A 6.b

6.c.l

6,c,2

6,c,3

6.d

9

11

12

Dollar Amounts in Thousands

ASSETS

1. u.s. TreasulY securities -:-::---::----:-_,__,_---_,_-_,_----------------+-=:=-1f----~

2. U.S. Government agency obligaUons (exdude mortgage-backed securiUes) +~+---~~

3. Securities issued by states and political subdivisions in the U.S. ----'

4. Mortgage-backed securities (MBS):

a. Residential mortgage pass-through securities issued or guaranteed by FNMA, FHLMC,

or GNMA-:-:--::-:-:=:-:-_-:-__--:----,-:-:--==---==-c::-_=~-------- b. Other residential MBS issued or guaranteed by FNMA, FHLMC, or GNMA

(include CMOs, REMICs, and stripped MBS) -!-==-j- .;.::;;:J

c. All other residential MBS _

d. Commercial MBS, ---j

5. Other debt securities

a. Structured financial products:

(1) cash;-:-;- ---,- f-"'l!4 ..;,;';.i

(2) Synthetic _

(3) Hybrid-:-:-_---,-= _

b. All other debt securities'- _

6. Loans:

a. Loans secured by real estate:

(1) Construction, land development} and other land loans_,_----------------+-"""'-1f----7.7.o1

(2) Secured by farmland (including farm residential and other improvements) _

(3) Secured by 1-4 family residential properties:

(a) Revolving, open-end loans secured by 1-4 family residential properties

and extended under lines of credit[~-_,__,__,_-------~------­

(b) Closed-end loans secured by 1-4 family residenUal properties:

(1) Secured by first lIerts, +=Lj- .......:~

(2) Secured by junior iiens,---:_ _,__,_--_,_----------------!--"'-'-'--j----.;.::;,:i

(4) Secured by multifamily (5 or more) residential propertiesi -1...':!!.!£.j- .;;;1

(5) Secured by nonfarm nonresidential properties, +J~"+------,;~

b. Commercial and industrial loans,-,--,,--- _

c. Loans to individuals for household, family, and other personal

expendItures (i.e., consumer loans) (includes purchased paper):

(1) Credit cards. _,_------------------------+=-"+---~~

(2) Other revolving credit plans,--:- --:- I--'''''+ ~~

(3) Other consumer loans (includes single payment, installment, and all student loans) +'-"'-'+ -;:~

d. other loans, _

7. and 8. Not applicable

9. other trading assets -1

10. Not applicable

11. Derivatives with a positive fair value --+~~----~

12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5) ...L::::.:c:.J. =

13.a

13.b

14

15

RCQN Sil I Mil I Thou

ons 3546 N/A

F624 N/A

e fair value 3547 N/A

m of items 13.a through 14) (must equal Schedule RC, item 15) 3546 N/A

UABJUl1ES

13. a. Liabiiity for short positi

b. Other trading liabilities

14. Derivatives with a negativ

15. Total trading liabiliUes (su
1st Enterprise Bank

l€\lal TItle of Bank

FDIC CErtificate Number: 58321

FFIEC 041

Page RC-14

I 26

Schedule RC-D - Continued

M.1.a.1

M.1.a.2

M.l.a.3.a

M.l.c.1

M.1.c.2

M.1.c.3

M.l.d

M.2.a

M.2.b

MA.a

M.4.b

M.3.a

M.3.b

M.3.c

M.3.d

M.3.e

M.3.f

M.3.g

Dollar Amounts in Thousands

Memoranda

1. Unpaid pJincipal balance of loans measured at fair value (reported in Schedule RC-D,

items 6.a.(1) through 6.d):

a. Loans secured by real estate:

(1) Construction, land development, and other land loans--,-- _+-"''''--f----.;:::,i

(2) Secured tiy farmland (including farm residential and other improvements) _

(3) Secured by 1-4 family residential properties:

(a) Revolving, open-end loans secured by 1-4 family residential properties

and extended under lines of credit--,--_--,--_--,-- _

(b) Closed-end loans secured by 1-4 family residential properties:

(1) Secured by first liens, f!~4-----:N::/A~ M.1.a.3.b.1

(2) Secured by junior liens N/A M.l.a.3.b.2

(4) Secured by multifamily (S or more) residential properties N/A M.1.a.4

(5) secured by nonfarm nonresidential properties N/A M.1.a.5

b. Commerdal and industrial loans N/A M.1.b

c. Loans to individuals for household, family, and other personal

expenditures (Le., consumer loans) (includes purchased paper):

(1) Credit cards'---_-,.--,.- --l-~4_---...;~

(2) Other revolving credit plans,--:- +..r~4_---__;:::;I

(3) Other consumer loans (includes single payment, installment, and all student loans) -+-""~l_-----.::~

d. Other loans,--,--_,_----,----------------------------

2. Loans measured at fair value that are past due 90 days or more:

a. Fair value:-:-::-:---,-- -f.lg4- --;~

b. Unpaid principal balance'

3. Structured financial products by underlying collateral or reference assets (sum of

Memorandum items 3.a through 3.9 must equal Schedule RCwD, sum of items 5.a.(1)

through (3))'

a. Trust preferred securities issued by financial institutions, --!-""""-l_---....:.::::.,:j

b. Trust preferred securities issued by real estate investment trusts -f-!""'-4 ~~

c. Corporate and similar loans'-~:-----_,_------------------I

d. 1-4 family residential MBS issued or guaranteed by U.S. goyemment~sponsored

enterprises (GSEs)-,.- ,- .J~4_---"':::~

e. 1-4 family residential MBS not issued or guaranteed by GSEs !-!"~+---__;.::;j

f. Diversified (mixed) pools of structured financial products +""'''-l .::::..:j

g. Other collateral or reference assets. _

4. Pledged trading assets:

a. Pleged securities. 1J~4----~';'j

b. Pledged loans' _

Memorandum items 5 through 10 are to be completed by banks thatreported average

trading assets (Schedule RC-J(, item 7) of$1 billion or more in any ofthe four preceding

calendar quarters.

5. Asset-backed securities:

a. Credit card receivables. _

b. Home equity Iines, ~J:2'~----~

c. Automobile loans ---.j~!'!2...J_---~~

d. other consumer 10ans._--,-- -}-!~4_---~~

e. Commercial and industrial loans~ _+--"~+----....:.:::;I

f. other _

6. Retained benefidal interests in securitizations (first-loss or equity tranches) _

7. Equity securities:

a. Readily determinable fair values~ __l.l!j§L+_---~~

b. Other l-ill4 ~~

8. Loans pending 5ecuritization J.J~u. ~~
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-15

I 27

Schedule RC-D - Continued

Memoranda - Continued

Dollar Amounts in Thousands

9. Other trading assets (itemize and describe amounts included in Schedule RC-D, item 9,

that are greater than $25,000 and exceed 25% of the Item):

T XT

a. '"55 NIA

b. F656 NIA

C. F657 NfA

10. other trading liabilities (itemize and describe amounts inducted in Schedule RC-Dj item

13.b, that are greater than $25,000 and exceed 25% of the item):

T

a.~SSNM c-- ~-- -

-

M.9.a

M.9.b

M.9.c

N/A M.10.a

NlA M.10.b

N/A M.10.C
1st Enterprise Bank

Legal TItle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-16

I 28

Schedule RC-E-Oeposit Liabilities

Transaction Accounts

Nontransaction

Accounts

4

5

1

2

3

7

6

(Column C)

Total

nontransaction

accounts

(Including MMDAs)

Bil I Mil [ Thou RCON Bil I Mil I Thou RCON Bn I Mil I Thou

(Column A) (Column B)

Total transaction Memo: Total

accounts (including demand deposits

total demand (inciuded in

Dollar Amounts in Thousands deposits) column A)

Deposits of:

1. Individuals, partnerships, and corporations

(Include all certified and offidal checks) -1.::::..:.::...I-__-'-':..:.:::;

2. U.S. Govemment +~+----....;;

3. States and political subdivisions in the U.S. _

4. COmmercial banks and otller depo~tory

institutions in the u.S. +=+ ---::

5. Banks in foreign countries, _

6. Foreign governments and official institutions

(including foreign central banks) --'

7. Total (sum of items 1 through 6) (sum of

coiumns A and C must equal Schedule RC,

item 13.a) ..L:=...L__-==.:L='-.L__---"===::...L__...=::~~

M.l.a

M.l.b

M.l.c.l

M.l.c.2

M.l.d.l

M.l.e

M.l.d.2

M.2.c.l

M.2.a.l

M.2.a.2

M.2.b

M.2.c

1. Selected components of total deposits (i,e., sum of item 7, columns Aand C):

a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts, -+'='=-f :::.:.;j

b. Total brokered deposits'_--::---::----:---::----:---,-,-__--,-,-_--,-,-_-,----,------:--:--,--- _

c. Fully Insured brokered deposits (included in Memorandum item 1.b above): (1)

(1) Brokered deposits issued in denominations of less than $100,000, _

(2) Brokered deposits issued in denominations of $100,000 and certain brokered

retirement deposit accounts '---- _

d. Maturity data for brokered deposits:

(1) Brokered deposits issued in denominations of less than $100,000 with a remaining

maturity of one year or less (induded in Memorandum item 1.c.(l) above)--,-,- _

(2) Brokered deposits issued in denominations of $100,000 or more with a remaining

maturity of one year or less (included in Memorandum item l.b above) _

e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S.

reported in item 3 above which are secured or collateralized as required under state law)

(til be completed for the December report only), _

2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.e

must equal item 7, column C above):

a. Savings deposits:

(1) Money market deposit accounts (MMDAs) +=+__-=:.~~

(2) Other savings depo~ts (excludes MMDAs) +-:::::':+ ~~

b. Total time deposits of less than $100,000'---- +=Cj-__---;~~

c. Totai time deposits of $100,000 or more' _

(1) Individual Retirement Accounts (IRAs) and Keogh Plan accounts inciuded in

Memorandum Item 2.c, "Totai time deposits of $100,000 or more," above ..L-'=:..L --.::::::J

Memoranda

Dollar Amounts in Thousands

(1) Report brokered retirement deposit accounts eligible for $250,000 in deposit insurance coverage in Memorandum item Lc,(l) only if they

have been issued in denominations of less than $100,000 (see instructions). Report brokered retirement deposit accounts in Memorandum

item l.c.(2) if they have been issued either in denominations of exactly $100,000 through exactly $250/000 or in denominations greater

than $250,000 and participated out by the broker in shares of exactly $100,000 through exactiy $250,000 or less.
1st Enterprise Bank

Legal -ntle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC·l?

I 29

Schedule RC-E-Continued

MA,a.l

MA,a.2

MA,a,3

MA,aA

M.3,a,l

M.3.a.2

M.3.a.3

M.3.a,4

MA,b

M.3.b

Memoranda - Continued

3, Maturity and repricing data for time deposits of less than $100,000:

a. -nme deposits of less than $100,000 with a remaining maturity or

next repricing date of: (1, 2)

(1) Three months or iess' f-..::=~+_---_:;:~

(2) Over three months through 12 months, +='+

(3) Over one year through three years, -f-="-f ---,';J

(4) Over three years, _

b. Time deposits of less than $100,000 with a REMAINING MATURITY of one year or less

(included in Memorandum items 3,a.(1) and 3,a.(2) above) (3), _

4. Maturity and repricing data for time deposits of $100,000 or more:

a, -nme deposits of $100,000 or more with a remaining maturity or

next repricing date of: (1, 4)

(1) Three months or iess~ I_"==+_-----'c:::::,;j

(2) Over three months through 12 months, +=+------'-=7I

(3) Over one year through three years +~~----~

(4) Over three years~_,__--------------------------

b. -nme deposits of $100,000 or more with a REMAINING MATURfTY of one year or less

(included in Memorandum items 4,a.(1) and 4.a,(2) above) (3) -.L~=..i "':O:=

(1) Report fixed rate time deposits by remaining maturity and floating rate time deposits by next repricing date.

(2) Sum of Memorandum items 3,a.(I) through 3.a,(4) must equai Schedule RC-E, Memorandum item 2.b,

(3) Report both fixed and floating rate time deposits by remaining maturity. Exclude floating rate time deposits with

a next repricing date of one year or less that have a remaining maturity of over one year.

(4) Sum of Memorandum items 4,a.(I) through 4.a.(4) must equal Schedule RC-E, Memorandum item 2.c,
1st Enterprise Bank

Legallitle of Bank

FDIC Certificate Number: 58321

FFlEC 041

Page RC-18

I 30

Schedule RC-F-Other Assets

Dollar Amounts in Thousands RCQN Bil I Mil I Thou

6.d

6.e

6,[

6.g

7

3,a

3.b

4

5

6

6.a

6.b

6.c

1

2

e. 35"19 software

f. i-=35::5:::0+_-------------------------+=:::..jI-----=

g. L..::: 35::5:::

'

-'- ---'-=:.:..JL.. -=

7. Total (sum of items 1 through 6) (must equal Schedule RC, item Il), ---.JL::::.:.-'---__--==::.J

1. Accrued interest receivable (1), ___f_"B:::55::::6+---'"'1,::.21:..:.j0

2. Net deferred tax assets (2), 214B 548

3. Interest-only strips receivable (not in the form of a security) (3) on: a. Mortgage loans, -I-.:A':'51,,9+ 0;l

b. Other financial assets, I-'-A:::52,,0+ ~_0:j

4. Equity securities that DO NOT have readily determinable fair values (4), l__'_'7:.:5:::2+_---1'-',3::9"'18

5. Life insurance assets' +CO~D9'-+---____o~O

6. All other assets (itemize and describe amounts greater than $25,000 that exceed 25% \'L-""'4":l!!1--~~ 2168 603

a.

v

Schedule RC-G-other Liabilities

Dollar Amounts in Thousands RCON BII I Mil IThou

1. a. Interest accrued and unpaid on deposits (5) ---J...:3::::6.::45+ ~_=i9

b. other expenses accrued and unpaid (Includes accrued Income taxes payable) l-"'36:..:4;:,6+--__L..1.::,0:.:5~7

2. Net deferred tax liabilities (2) +:::30=4=-9-1- -;:-:~0

3. Allowance for credit losses on off-balance sheet credit exposures i-=B5o:5'-7+_---...:2::,1~5

4. All other liabilities (itemize and describe amounts greater than $25,000 that exceed 25'1<~LI!:4SJ!te!!1L __-= 2938 484

a. jA::n~p::I::~~~~~=============~30~6~6t====i COIl

c. ·vi 1 2932

d. Derivatives with a negative fair value held for purposes other than trading C012

T XT

e. 3552 Landlord portion of Leasehold Improvement, Net

f. 3553

g. 3554

5. Total (sum of items 1 through 4) (must equal SChedule RC, item 20) ..J-=:!.""-L__---'~::J

La

lob

2

3

4

4.a

4.b

4.c

4.d

4.e

4,[

4.g

5

(1) Includes accrued interest receivable on loans, leases, debt securities, and other interest·bearing assets.

(2) See discussion of deferred income taxes in Glossal)' entry on "income taxes."

(3) Report interest-only strips receivable in the form of a security as available-for-sale securities

in Schedule RC, item 2.b, or as trading assets in Schedule RC, item 5/ as appropriate.

(4) Includes Federal Reserve stock, Federal Home Loan Bank stock, and bankers' bank stock.

(5) For savings bank.s, Include "dividends" accrued and unpaid on deposits.
1st Enterprise Bank

Legal Title of Bank

FDIC certificate Number: 58321

FFIEC 041

Page RC-19

I 31

Schedule RC-K-Quarterly Averages (1)

6.d.2

6.d.1

6.b.1

6.b.2

6.c

6.a

4

5

2

3

1

10

7

8

9

13

l1.a

l1.b

l1.c

12

Dollar Amounts in Thousands

ASSETS

1. Interest-bearing balances due from depository institutions.__-,--,- _

2. U.S. Treasury securities and u.s. Government agency obligations (2)

(excluding mortgage-backed securities) ---, t-==-+-__-:;;""':=I

3. Mortgage-backed securities (2) _

4. All other securities (2, 3)"(includes securities issued by states and

political subdivisions In the U.s.), I-'==-+__---,~~

5. Federal funds sold and securities purchased under agreements to resell, _

6. Loans:

a. Totalloans _

b. Loans secured by real estate:

(1) Loans secured by 1-4 family residential properties -I-:-::::-t__-':;:.:,~

(2) All other loans secured by real estate, -+-::;;c.:-t 7i~

c. Commerdal and industrialloans. _

d. Loans to individuals for household, family, and other personal expenditures:

(1) Credit cards. _

(2) other (Includes single payment, installment, all student loans,

and revolving credit plans other than credit cards) _

7. To be completed by banks with $100 million or more in total assets: (4)

Trading assets~ ___,__------------------------r.:=+_----~

8. Lease financing receivables (net of unearned income)' +=:='-!-__-:;;'"'""'='i

9. Total assets (5), _

LIABILITIES

10. Interest-bearing transaction accounts (NOW accounts, ATS accounts, and telephone

and preauthorized transfer accounts) (exclude demand deposits) _

11. Nontransaction accounts:

a. Savings deposits (includes MMDAS) I-'==-t__--=.:,:.c~

b. TIme deposits of $100,000 or more +=:+ -=a c. TIme deposits of less than $100,OOO +:::=+ ---'-.:;;J

12. Federal funds purchased and securities sold under agreements to repurchase'--- _

13. To be completed by banks with $100 million or more in total assets: (4)

Other borrowed money (indudes mortgage indebtedness and obligations under

capitalized leases)' -'- L.:.:=-'--- -=.::=J

Memorandum

Memorandum item 1 is to be completedby: (4)

• banks with $300 million or more in total assets, and

• banks with less than $300 million in total assets that have loans

rofi~nre~riwft~&~OO~OOMd~~~mrom~m

(Schedule RC-C, partI, item 3) exceeding five percentoftotal loans.

1. Loans to finance agricultural production and other loans to farmers. ......JL...:::;:,,:.J...... --=...:J M.1

(1) For all items, banks have the option of reporting either (1) an average of DAILY figures for the quarter,

or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the quarter).

(2) Quarterly averages for all debt securities should be based on amortized cost.

(3) Quarterly averages for all equity securities should be based on historical cost.

(4) The asset size tests and the five percent of total loans test are generally based on the total assets and total loans reported on the

June 30, 2008, Report of Condition.

(5) The quarteny average for total assets should refiect all debt secunties (not held for trading) at amortized cost, equity

securities with readily determinable fair values at the lower of cost or fair value, and equity securities Without readily

determinable fair values at historical cost.
1st Enterprise Bank

Legallitle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-20

I 32

Schedule RC-L-Derivatives and Off-Balance Sheet Items

Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts

reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk.

La

lob

1.c.1.a

1.e.1.b

1.c.2

1.d

1.e

2

6

2.a

3

3.a

4

7.b.(1)

7.b.(2)

7.c.(1)(a)

7.c.(1)(b)

7.c.(2)(a)

7.a.(1)

7.a.(2)

7.a.(3)

7.a.(4)

7.C.(2)(c)

7.c.(2)(b)

Dollar Amounts in Thousands

1. Unused commitments:

a. Revolving, open-end Jines secured by 1-4 family residential properties, e.g., home equity lines +==+ .:.c:~

b. Credit card Iines, _

c. (1) Co.mmitments to fund commercial real estate, construction, and land development loans

secured by real estate:

(a) 1-4 family residential construction loan commitments _

(b) commercial real estate, other construction loan, and land

development loan commitments ---.., _

(2) Commitments to fund commerdal real estate, construction, and land development loans

NOT secured by real estate~ f_="'_I----_..::J

d. Securities underwriting ~~+_--~'""'"';J

e. Other unused commitments, ~~+_--..:::::~~

2. Financial standby letters of credit. _

Item 2.a is to be completedby banks with $f. billion ormore in total assets. 1 r::=,-----;-:-,,-

a. Amount of financial standby letters of credIt conveyed to others, --"--'3::82::0'-L --"::.;

3. Performance standby letters of credit _

Item 3.a isto be completed by banks with $1 billion ormore In total assets. r:c=,-----;-:-,,-

a. Amount of performance standby letters of credit conveyed to others'--- .L:3::82,,2'-L --":::.:

4. Commercial and ~milar letters of credit~ _

5. Not applicable

6. Securities lent (including customers' securities lent where the customer is indemnified

against ioss by the reporting bank) ,- --, _

(Coiumn A) (Column B)

7. Credit derivatives: Sold Protection Purchased Prete

a. Notional amounts: 811 I Mil I Thou RCON Bill Mill Thou

(1) Credit default swaps -!-=:=-I -;;-0r.::=:-f-- --';00

(2) Total return swaps 1-"::.::.+- -:0+"=+ -"0

(3) Credit options -------------!-=~-----;;-0r.::=-f-------';00 (4) Other credit derivatives -----------1 0 0

b. Gross fair values:

(1) Gross positive fair value --f-.:::::-'-t --:+".:::::+ -"

(2) Gross negative fair value '--- lC:::::cL -:L::::::.:::-J --.::

c. Notional amounts by regulatory capital treatment:(2)

(1) Positions covered under the Market Risk Rule:

(a) Sold protection f-""""-f- ::J

(b) Purchased protection _

(2) All other positions:

(a) Sold protection 1

(b) Purchased protection that is recognized as a guarantee for regulatory capital purposes~ _

(c) Purchased protection that is not recognized as a guarantee for regulatory capital

purposes '-'''!!'''-'- -'''

(1) The $1 billion asset size test is generally based on the total assets reported in the June 30, 2008, Report of Condition.

(2) 5um of items 7.c.(1)(a) and 7.c.(2)(a) must equal sum of items 7.a.(1) through (4), column A. Sum of items 7.c.(1)(b), 7.c.(2)(b) and 7.c.(2)(c)

must equal sum of items 7.a.(1) through (4), column B.
1st Enterprise Bank

Legal Ti~e of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-21

I 33

Schedule RC-l-Continued

Remaining Maturity of:

9

9.a

9.b

7.d.(1)(a)

7.d.(1)(b)

7.d.(2)(a)

7.d.(2)(b)

8

9.c

9.d

9.e

9.f

10

l1.a

l1.b

10.a

10.b

10.c

1M

10.e

o

o

o

o

o

(Column B) (Column C)

Over One Year Over Five Years

Through Five Years

3435

5592

5593

5594

5595

RCON BII I Mil I Thou

(ColumnA)

i m n II wh n·i

Dollar Amounts in Thousands

b. 5592

C. 5593

d. 5594

e. 5595

7.d. Notional amounts by remaining maturity:

(1) Sold credit protectlon:(l)

(a) Investment grade ----------+-=.=.:+----~.=.:::.':_I___----7+__:..:.:"+----__"I

(b) Subinvestment grade _

(2) Purchased credit protection:(2)

(a) Investment grade ----------+-==+----~~=-I___----7+__:..:.:_'_I_----__"I (b) Subinvestment grade ~~.L .::L== _..:2..0~_L

8. Spot foreign exchange contracts, _

9. All other off·balance sheet liabilities (exclude deliv8tives) {itemize and describe each component

of this item over 25% of Schedule RC, item 27.8, "Total bank equity capital"), _

TEXT

3432

b.a.~~~~~==~tt==:j .Qm[ h n-i ri 3434

c. Standby letters of credit issued by a Federal Home Loan Bank

nh ~n

e.~-3556 -3556

f. 3557 3557

10. All other off-balance sheet assets (exclude derivatives) (itemize and describe each component

of this item over 25% of SChedule Re, item 27.a, "Total bank equity capital") _

TEXT

11. Year~to-date merchant credit card sales volume:

a. Sales for which the reporting bank is the acquiring bank --+-==_I___----Ol

b. Sales for which the reporting bank Is the agent bank with risk. .-JI..:==::...L...

(1) Sum of items 7.d.(1)(a) and (b), coiumns A through C, must equal sum of items 7.a.(1) through (4), column A.

(2) Sum of items 7.d.(2)(a) and (b), columns A through C, must equal sum of items 7.a.(1) through (4), column B.
1st Enterprise Bank FFIEC 041

Legallitle of Bank Page RC-22

FDIC certificate Number: 58321

I 34

Schedule RC-L-Continued

Dollar Amounts in Thousands (Column A) (Column B) (Column C)

Interest Foreign Equity

Derivatives Position Indicators Rate Exchange Derivative

Contracts Contracts Contracts

12. Gross amounts (e.g'

l notional amounts)

(for each column, sum of items 12.a through

12.e must equal sum of items 13 and 14):

a. Futures contracts

0 12.a

RCON 8697 RCON 8700

b. Forward contracts

0 12.b

c. Exchange-traded option contracts: RCON 8701 RCON 8704

(1) Written options

0 12.c.I

RCON 8705 RCON 8708

(2) Purchased options

0 12.c.2

d. Over-the-counter option contracts: RCON 8709 RCON 8712

(I) Written options

0 12.d.1

RCON 8713 RCON 8716

(2) Purchased options

0 12.d.2

RCON 3450 RCON 8720

e. Swaps

0 12.e

13. Total gross notional amount of RCON A126 RCON 8724

derivative contracts held for trading 13

14. Total gross notional amount of

derivative contracts held for

purposes other than trading 14

a. Interest rate SlNaps where the bank

has agreed to paya fixed rate 14.a

15. Gross faIr values of derivative contracts:

a. Contracts held for trading:

(I) Gross positive fair value 15.a.1

(2) Gross negative fair value 15.a.2

b. Contracts held for purposes other

than trading:

(1) Gross positive fair value

0 15.b.1

RCON 8745 RCON 8748

(2) Gross negative fair value

0 15.b.2
1st Enterprise Bank

Legallitle of Bank

FDIC Certincate Number: 58321

FFIEC 041

Page RC-23

I 35 I

Schedule RC-L-Continued

Item 16 is to be completed only by banks with total assets of $10 billion or more.(l)

16.b(4)

16.b(5)

16.b(6)

16.b(7)

16.b(1)

16.b(2)

16.b(3)

16.a

. 16.b(8)

(Column E)

Corporations and All

Other Counterparties

(Column 0)

Sovereign

Governments

(Column C)

Hedge Funds

(Column B)

Monoline

Financial

Bill Mililhou

(Column A)

Banks

and

",1

Dollar Amounts in Thousands

16. Over-the-counter derivatives:

a. Net current credit exposure

b. Fair value of collateral: _

(i) Cash _ u.s. dollar U"1£..:l ''1'1'''\ \TtL""t ''1'1'''\ ..,""tLJ ''1'1'''\ \TtLO ''j'1'''\ ~LI 1'j'M

(2) Cash· Other currencies G4Z8 N/A G4Z9 N/A G430 N/A G431 N/A G43Z N/A

(3) U.S. Treasury securities. •.•• .... .... .". --. .... .... . ...

(4) U.S. Govemment agency

and u.S. Governmentsponsored agency

debt securities u""t~o 1'1'1"'\ U"'t~:I ''''1'''\ \;I'\'''tV 1'1'1"'\ U'1"fJ '''/1'''\ \;I"f"tL ''''MI

(S) Corporate bonds G443 N/A G444 N/A G445 N/A 006 N/A G447 N/AI

(6) Equity securities G448 N/A G449 N/A G450 N/A G451 N/A G45Z N/AI

(7) All other collateral •••- ."••--. .". ---- .... --- .... -- ....

(8) Total fair value of collateral

(sum of items

16.b.(1) through (7» I \;I"~lj: ! Nll-\! b't':>~ I I'll,",,! l:I'tou I Nll-\! '-''to.! I NII\I l:I9tlt! 1"11'1'1

(1) The $10 billion asset size test is generally based on the total assets reported on the June 30, 2008, Report of Condition.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-24

I 36

Schedule RC-M-Memoranda

l.a

5.b.l.a

5.b.1.b

5.b.1.c

5.b.1.d

5.a.1.a

5.a.1.b

5.a.1.c

5.a.l.d

5.a.2

5.a.3

5.b.2

5.c

1.b

2.a

2.a.l

2.b

2.c

2.d

5508 0 3.a

5509 0 3.b

5510 0 3.c

5511 0 3.d

5512 0 3.e

C979 0 3.1

2150 0 3.g

Number

Dollar Amounts in Thousands

1. Extensions of credit by the reporting bank to its executive officers, directors, principal

shareholders, and their related interests as of the report date:

a. Aggregate amount of all extensions of credit to all executive officers, directors, principal

shareholders, and their related interests, _

b. Number of executive officers, directors, and principal shareholders to whom the amount of

all extensions of credit by the reporting bank (including extensions of credit to

related interests) equals or exceeds the lesser of $500,000 or 5 percent RCON

of total capital as defined for this purpose in agency regulations -'-,,61:.:6,,5-L -'-

2. Intangible assets other than goodwill:

a. Mortgage servicing assets r:-::::-r- -;:-

(1) Estimated fair value of mortgage servidng assets '-A_5_9_0-'- 0

b. Purchased credit card relationships and nonmortgage servicing assets, +-::::?:+ --"I

c. All other identifiable intangible assets'- ,..--::-,--,-,..--::~--_,_c_,_c---------_I_::::;_j_----~

d. Total (sum of items 2.a, 2.b, and 2.c) (must equal Scheduie RC, item 10.b) -'

3. Other real estate owned:

a. Construction, land development, and other land, +;;;::;+ -;;J

b. Farmland, _

c. 1-4 family residential propertles, I-="'-f- :o

d. Multifamily (5 or more) reSidential properlies, +=:+ -;;J

€. Nonfarm nonresidential properties-..,.-_ _,_c---------------------I-;:;:=-j_----~

f. Foreclosed properties from nGNMA loans"_-----------------~---_t_==+----_7I

g. Total (sum of items 3.a through 3.f) (must equal Schedule Re, item 7) _

4. Not applicable

5. Other borrowed money:

a. Federal Home Loan Bank advances:

(1) Advances with a remaining maturity or next repricing date of: (1)

(a) One year Dr less --..,.--..,.-------------------------t-;:;:;;-+-------;;{

(b) Over one year through three years ---------------------1-=-=-+------:0

(c) Over three year5 through five years --------~------------f-=::-if-----::I (d) Over five years -..,.-__-,- -..,.- _

(2) Advances with a REMAINING MATURITY of one year or less (included in item

5.a.(I)(a) above) (2) -----------------------E:==-f------::-J

(3) Structured advances (included in items 5.a.(I)(a) - (d) above) _

b. Other borrowings:

(1) Other borrowings With a remaining maturity or next repridng date of: (3)

(a) One year or less ---~-----------------------t_::=_-f------='I

(b) Over one year through three years ---------------------f--';;:;:-+-------;;{

(c) Over three years through five years ---------------------f~~----_;'l (d) Over five years _

(2) Other borrowing5 with a REMAINING MATURIlY of one year Or iess (InclUded in

item 5.b.(I)(a) above) (4) _,_c---,-------,----,--:::----,-------,----,---:-------f--:::::+------3 c. Total (sum of items 5.a.(1)(a)-(d) and items S.b.(l)(a)-(d)) (must equal Schedule RC, item 16) -l.=.:....L ...::J

(1) Report fixed rate advances by remaining maturity and floating rate advances by next repricing date.

(2) Report both fixed and floating rate advances by remaining maturity. Exclude floating rate advances with a next

repricing date of one year or less that have a remaining maturity of over one year.

(3) Report fixed rate other borrowings by remaining maturity and floating rate other borrowings by nex.t repricing date.

(4) Report both fixed and floating rate other borrowings by remaining maturity. Exclude floating rate other borrowings

with a next repricing date of one year or less that have a remaining maturity of over one year.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC·25

I 37

Schedule RC-M-Continued

Dollar Amounts in Thousands RCON YES I NO

6. Does the reporting bank sell private label or third party mutual funds and annuitjes? J...::Bo:56:::9~_......:Y~E::S:..___.J 6

_______--.J~BC5070~ Bil I Mil I Thou 01 7

7. Assets under the reporting bank's management in proprietary mutual funds and annuities

8

YES! NO

1 4088 YES 9

10.a

1O.b

RCON YES! NO

G463 NO 11

RCON YES I NO

G464 NO 12

9. Do any of the bank's Internet Web sites have transactional capability, Le., allow the

bank's customers to execute transactions on theIr accounts through the Web site? _1

8. Primary Internet Web site address of the bank (home page), if any

(Exampie: www.examplebank.com)

(TEXT 4087) htlp:!!www.lstenterpnsebank.com

11. Does the bank act as trustee or custodian for Individual Retirement Accounts, Health

Savings Accounts, and other similar accounts? ...L~"_l__.:.::::...__ _I

12. Does the bank provide custody, safekeeping, or other services involving the acceptance of

orders for the sale or purchase of securities? ....L~~L_..::::~_ _.J

10. Secured liabilities:

a. Amount of "Federal funds purchased" that are secured (induded in Schedule RC, item 14.a) _

b. Amount of "Other borrowingsU that are secured (included in SChedule RC-M,

items S.b.(l)(a)·(d)) == :::1
1st Enterprjse Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-26

I 38

Schedule RC-N-Past Due and Nonaccrual Loans, Leases, and Other Assets

1.a.1

1.d

1.c.2.a

1.c.2.b

1.c.1

1.a.2

1.b

5.b

2

5.a

1.e.1

4

1.e.2

9

6

7

8

(Column C)

Nonaccrual

(Column B)

Past due 90

days or more

and still

Bil I Mil I Thou

(Column A)

Past due

30 through 89

days and stili

accruing

1. Loans secured by real estate:

a. Construction, land development, and other land loans:

(1) 1-4 family residential construction loans. _

(2) other construction loans and all land

development and other land loans,-------t'::=+--------'l~;;;_f_---_,:;t_::,::.:_t----~

b, Secured by farmland, _

c. Secured by 1-4 family residential properties:

(1) Revolving, open-end loans secured by

1-4 family residential properties and

extended under lines of credit, _

(2) Closed-end loans secured by 1-4 family

residential properties:

Ca) Secured by first liens. +.:=:"-f --;+:=':+ --7!-==--I- "I

(b) Secured by junior liens, _

d. Secured by multifamily (5 or more) residential

properties, _

e. Secured by nonfarm nonresidential properties:

(1) Loans secured by owner-occupied nonfarm

nonresidential properties, _

(2) Loans secured by other nonfarm

nonresidential properties, _

2, Loans to depository institutions and

acceptances of other banks ---'

3, Not applicable

4. Commercial and industrial [oans, ---:

5. Loans to individuals for household, family,

and other personal expenditures:

a. Credit cards'- ----1

b. other (includes single payment, installment,

all student loans, and revolving credit plans

other than credit cards) ----1

6. Loans to foreign governments and official

institutions___,---------------r;:::;:+----~r.::::;:_+-----~~"_+----~

7. All other loans (1)1 J--==~+_---___;~~_1__----.:~~+----~

8. Lease financing receivables, ----1

9. Debt securities and other assets (exclude other

real estate owned and other repossessed assets) -'-=::..L- .:.L=::...L --=L.::=-'- -'"

(1) Includes past due and nonaccrual "Loans to finance agricultural production and other loans to farmers," "Obligations (other than

securities and leases) of states and political subdivisions in the U.S.," and "Other loans.n
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FF1EC 041

Page RC-27

I 39

Schedule RC-N-Continued

Amounts reported in Schedule RC-N, items 1 through 8, above include guaranteed and unguaranteed portions of past due and

nonaccrual loans and leases. Report in item 10 below certain guaranteed loans and leases that have already been induded in

the amounts reported in items 1 through 8.

10.a

10

1O.b

(Column C)

Nonaccrual

(Column B)

Past due 90

days or more

and still

(Column A)

Past due

30 through 89

days and still

accruing

Dollar Amounts in Thousands RCON Bil I Mil I Thou

10. loans and leases reported in items 1

through 8 above which are wholly or partially

guaranteed by the U.S. Government. _

a. Guaranteed portion of loans and leases

included in item 10 above (exclude rebooked "GNMA loans")

b. Rebooked "GNMA loans" that have been

repurchased or are eligible for repurchase included

In item 10 above, -L==-'- ---=L::=-'-- ...:J..=:::.J ---'J
1st Enterprise Bank

legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-28

I 40

Schedule RC-N-Continued

M.1.a

M.2

M.1.b

M.3.a

M.3.c

M.3.b

M.3.d

M.5.a

M.4

M.5.b.1

M.5.b.2

(Column C)

Nonaccrual

(Column B)

Past due 90

days or more

and still

Bill Mill Thou

(Column A)

Past due

30 through B9

days and still

Memoranda accruing

Dollar Amounts in Thousands RCON

1. Restructured loans and leases included in Schedule RC-N,

items 1 through 81 above (and nat reported in

Schedule RC-C, Part I, Memorandum Item 1):

a. Loans secured by 1-4 family residential

propertles, ..,-..,-..,- _

b. Other loans and all leases (exclude loans to

individuals for household, familYI and other

personal expendltures)_..,- _

2. Loans to finance commercial real estate,

construction, and land development activities

(not secured by real estate)

included in Schedule RC~N, Items 4 and 7, above,

3. Memorandum items 3.a through 3.d are to be completed

by banks with $300 million in total assets: (I)

a. loans secured by real estate to non~U.S. addressees

(domicile) (Included in Schedule RC-N, item 1, above)

b. Loans to and acceptances of foreign banks

(included in SChedule RC~N, item 2, above) _

c. Commercial and industrial loans to non~U.S.

addressees (domicile) (included in

Schedule RC-N, item 4, above) _

d. leases to individuals for household, family,

and other personal expenditures (included

in Schedule RC-N, Item 8, above) _

Memorandum item 4 is to be completedby: (l)

• banks with $300 million ormore in total assets

• banks with less tllan $300 million in total assets

that have loans to finance agnculturalproduction and

otherloans to farmers (Schedule RC-C- part 1, item 3)

exceeding five percent oftotal loans:

4. Loans to finance agricultural production and other loans to

farmers (Included in Schedule RC-N, item 7, above), _

5. loans and leases held for sale and loans measured at fair

value (inciuded Schedule RC-N, items 1 through 8, above):

a. loans and leases held far sale~ --\

b. Loans measured atfalr value:

(1) Fair value-..,-..,-.,-------------+~::t----__;;~;;;:+----~_::;_;:_Ir_---__;<l (2) Unpaid principal balance, -'-'-'-"'-'- '-'-=:...J- --'-'-"=-'-- -=.J

(1) The $300 million asset size test and the five percent of total loans test are generally based on the total assets and total loans reported on

the June 30, 2008, Report of Condition.
1st Enterprise Bank

Legal TItle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC·25

I 41

Schedule RC-N-Continued

Memoranda-Continued

!

RCON

7. Additions to nonaccrual assets during the quarter ---1. C410

8. Nonaccrual assets sold dUring the quarter 1 C411

M.7

M.8

Bill Mil I Thou ~I

M.6

(Column B)

Past due 90

days or more

RCON Bill 1'-111 I Thou

(Column A)

Past due 30

Dollar Amounts in Thousands through 89 days

Memorandum item 6 is to be completed by RCQN Bil I Mil I Thou

banks with $300 million or more in totalassets: (1)

6. Derivative contracts:

Fair value of amounts carried as assets, -'-=::....L "---l.:='-'-- "---"-"

(1) The $300 million asset size test is generally based on the total assets reported on the June 30, 2008, Report of Condition.

Schedule RC-O-other Data for Deposit Insurance and FICO Assessments

4

1

2

5

7.a

7.b

7.c

7.d

G469 0 8.a

G470 0 B.b

G471 0 8.c

G472 0 8.d

G803 0 9

1. Total deposit liabilities before exclusions (gross) as defined in Section 3(1) of the Federal

Deposit Insurance Act and FDIC regulations ---------------------+:==+---==.::o-J

2. Total allowable exclusions, including interest accrued and unpaid on allowable exdusions _

3. Not applicable

4. Total daily average of deposit liabilities before exciuslons (gross) as defined in Section 3(1)

of the Federal Deposit Insurance Act and FDIC 'regulations _

5. Total d.aiJy average of allowable exclusions, including interest accrued

and unpaid on allowable exclusions _

6. Not applicable

7. Unsecured "Other borrowings" with a remaining maturity of (sum of items 7.a through 7.d

must be less than or equal to Schedule RC-M, items 5.b.(1)(a)-(d) minus item 10.1»:

a. One year or less__~:-------------------------- b. Over one year through three years, +:-':':+ ---;,j

c. Over three years through five years, +=-=+

d. Over five years__-:-:-,- -,-:-__-:- -,- --,---_-,- _

8. Subordinated notes and debentures with a remaining maturity of (sum of items 8.a through .

S.d must equal Schedule RC, item 19):

a. One year or less, _

b. Over one year through three years, +.:-::':+ --;;J

c. Over three years through five years, +..::-=-1-

d. Over five years, f-=:-=-t -::-I

9. Reciprocal brokered deposits {included in SChedule RC-E, Memorandum item 1.I» ---'-=""-1- :J

All banks must complete items 1 and 2, items 7 through 9, Memorandum item 1, and, if applicable, Memorandum

items 2, 3 and 4 each quarter. Each bank that reported $1 billion or more in total assets in its March 31, 2007, Report of

Condition must complete items 4 and 5 each quarter. In addition, each bank that reported $1 billion or more in total assets in two

consecutive Reports of Condition beginning with its June 30, 2007, report must begin to complete items 4 and 5 each

quarter starting six months after the second consecutive quarter in which it reports total assets of $1 billion or more.

Each bank that becomes insured by the FDIC on or after April 1, 2007, must complete items 4 and 5 each quarter. Any

other bank may choose to complete items 4 and 5, but the bank must then continue to complete items 4 and 5 each

quarter thereafter.

Dollar Amounts in Thousands
1st Enterprise Bank

Legal-ntle of Bank

FDIC Certificate Number: 5B321

FF1EC 041

Page RC-30

I 42

Schedule RC-O-Continued

Memorandum

Dollar Amounts in Thousands

1. Total assessable deposits of the bank, including related interest accrued and unpaid

(sum of Memorandum items 1.a.(l), 1.b.(l), 1.C.(l), and 1.d.(l) must equal SChedule

RC-O, item 1 less item 2):

a. Deposit accounts (excluding retirement accounts) of $100,000 or less: (1)

(1) Amount of deposit accounts (excluding retirement accounts) of $100,000 or less',,-=:r--:==,,-_

(2) Number of deposit accounts (excluding retirement accounts) RCON Number

of $100,000 or less (to be completed for the June report only) ---'-.'-'O:::S:::O--'--- 1.:.:.'-34-"'-0

b. Deposit accounts (excluding retirement accounts) of more than $100,000: (1)

(1) Amount of deposit accounts (excluding retirement accounts) of more than $100,'I'!!!:::-:,,---;==-,------'

(2) Number of deposit accounts (excluding retirement accounts) RCQN Number

of more than $100,000, L...;.::. 'O52:...J.. 4,,7.'-8

c. Retirement deposit accounts of $250,000 or less: (1)

(1) Amount of retirement deposit accounts of $250,000 or less -------r.:;=,---:;==.,--

(2) Number of retirement deposit accounts of $250,000 or Jess RCON Number

(to be completed for the June report only) '--"'O,,4.'-6-L.. 4

d. Retirement deposit accounts of more than $250,000: (1)

(1) Amount of retirement deposit accounts of more thim $250,000 ---,-::::=r'7.===--

RCON Number

(2) Number of retirement deposit accounts of more than $250,000 -"--'-'00-4"'8-'- -'

Memorandum item 2 is to be completed by banks with $1 billion or more in totalassets. (2)

2. Estimated amount of uninsured assessable deposits, including related interest

accrued and unpaid (see instructions) (3) '--"-'--L.. -'

3. Has the reporting institution been consolidated With a parent bank or savings association

in that parent bank's or parent saving association's call Report or Thrift Financial Report?

If 50, report the legal title and FDIC Ce,rtifrcate Number of the parent bank or parent savings

association:

~r---------------------------- ..J~ FOICCe~No. 01

Memorandum items 4.a and 4.b are to be completedby all banks participating in the

FDIC Transaction Account Guarantee Program.

4. Noninterest·bearlng transaction accounts (as defined in Part 370 of the FDIC's regulations)

of more than $250,000 (see instructions):

a. Amount of noninterest-bearing transaction accounts of more than $250,000

(including balances sweptfrom noninterest-beaJing transadion accounts to

noninterest-beanng savings accounts). ----------------r==r-'7.--,-",--

b. Number of noninterest·bearing transaction accounts of more RCON Number

than $250,000 .L-G=1:::5=8-'- ,,12=2

(1) The dollar amounts used as the basis for reporting in Memorandum items 1.a through 1.d reflect the deposit

insurance limits in effect on the report date without taking into account the temporary increase in deposit

insurance in effect through December 31, 2009.

(2) The $1 billion asset size test is generally based on the total assets reported on the June 30, 2008, Report of Condition.

(3) Uninsured assessable deposits should be estimatl¥! based on the deposit insurance limits set forth in Memorandum items

La through 1.d without taking into account the temporary increase in deposit insurance in effect through December 31,

2009, or a bank's participation in the FDICs Debt Guarantee Program or Transaction Account Guarantee Program.

M.1.a.1

M.1.a.2

M.l.b.1

M.l.b.2

M.1.c.1

M.1.C.2

M.1.d.1

M.1.d.2

M.2

M.3

MA.a

MA.b
1st Enterprise Bank

Legal1itle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-31

I 43

Schedule RC-P-1-4 Family Residential Mortgage Banking Activities

Schedule RC-P is to be completed by (1) all banks with $1 billion or more in total assets' and (2) banks with less than $1 billion in total

assets at which either 1~4 family residential mortgage Joan originations and purchases for resaJe2 from all sourcesj loan salesj or

quarter-end loans held for sale exceed $10 million for two consecutive quarters.

1; Retail originations during the quarter of 1~4 family residential mortgage

ioans for sale:(2)

a. Closed-end first liens ----------------------------f-::-:=-1f-"----:7.7I

b. Closed-end junior liens _

c. Open-end loans extended under lines of credit:

(1) Total commitment under the lines of credit. f--=:'--t :7:71

(2) Prindpal amount funded under the lines of credit _

2. Wholesale originations and purchases during the quarter of 1~4 family

residential mortgage loans for sale:(2)

a. Closed-end first liens ----------------------------f-::-:=-1'-----:7.7I

b. Closed-end junior liens _

c. Open-end loans extended under lines of credit:

(1) Total commitment under the lines of credit. f--=,:-+ ---,:7:7I

(2) Principal amount funded under the lines of credit _

3,1-4 family residential mortgage loans sold during the quarter:

a. Closed~end first liens ----------------------------f.c::::'--t----:7.7I

b. Oosed-end junior liens _

c. Open-end loans extended under lines of credit:

(1) Total commitment under the lines of credit. r~::'-I----__ca

(2) Principal amount funded under the lines of credi'- _

4, 1~4 family residential mortgage loans held for sale at quarter·end (included in

Schedule RC, Item 4.a):

a. Oosed-end first liens ----------------------------+.c:::"'-I----:7:7I

b. Oosed-end junior liens _

c. Open-end loans extended under lines of credit:

(1) Total commitme!1t under the lines of credit~ +~::'_I_---__ca

(2) Principal amount funded under the lines of credit. _

5. Noninterest income for the quarter from the salej securitization, and servicing of 1-4 family

residential mortgage loans (included in Schedule RI, items 5.f, 5.g, and 5.i):

a. Closed-end 1-4 family residential mortgage 10ans'- -I..:,:::,:-I-- -"",'1

b. Open~end 1-4 family residential mortgage loans extended under lines of credit~ _

6. Repurchases and indemnifications of 1-4 family residential mortgage loans during

the quarter:

a. Closed-end first liens, I-"=--I- -'-;'''''

b. Closed~end junior liens, _

c. Open-end loans extended under line of credit:

(1) Total commitment under the lines of credit. r-;;;:::-! -,a

(2) Prlncipal amount funded under the lines of credit. -'-=:.:.J. ""-"

(1) The $1 billion asset size test is generally based on the total assets reported on the June 3D, 2008, Report of Condition.

(2) Exclude originations and purchases of 1-4 family residential mortgage loans that are held for Investment.

La

1.b

1.c.l

1.c.2

2.a

2.b

2.<.1

2.<.2

3.a

3.b

3.c.l

3.c.2

4.a

4.b

4.c.l

4.c.2

5.a

5.b

6.a

6.b

6.<.1

6.c.2
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: S8321

FFIEC 041

Page RC-32

I 44 I

Schedule RC-Q-Assets and Liabilities Measured at Fair Value on a Recurring Basis

Schedule RC-Q is to be completed by banks that:

(1) Had total assets of $500 million or more as of the beginning of their fiscal year; or

(2) Had total assets of less than $500 million as of the beginning of their fiscal year and either:

(a) Have elected to report financial instruments or servicing assets and liabilities at fair value

under a fair value option with changes in fair value recognized in earnings, or

(b) Are required to complete Schedule RC~D, Trading Assets and Liabilities.

S.b.l

6

5.a

5.b

4

7

1

2

3

(COlumn E)

Level 3 Fair Value

Measurements

(Column DJ

Level 2 Fair Value

Measurements

(Column C)

Level 1 Fair Value

Measurements

Bil I Mil I Thou

(Column BJ

LESS: Amounts

Netted in the

Determination

. Vi

(Column A)

Total Fair Value

Reported on

SchedUle RC

Dollar Amounts in Thousands

ASSETS

1. Available-far-sale securities

2. Federal funds sold and securities

purchased under agreements

to resell u-t'o '"f''''' ..,..,::< ,,,,,.... \:I..OU ,,,,,.... \:1'10"" '"f''''' \:1"10":' '"f'''''

3. Loans and leases held for sale _._- .." ... _A~' U'" _.~~ .. II'" _.M .. "" _.~- .. " ...

4. loans and leases held for

investment-----------1

5. Trading assets:

a. Derivative assets .;1;;)"1,,) ,,,,n "'"1:<1;) "',,.... U'"f::<"1 ,,,,n ..,..::<... ,~,,.... \:1"1;;1"" I.,n

b. Other trading assets _._- ....... _.~~ .."" _.~~ ..II... -~~~ .."... -~~. "II'"

(1) Nontrading securities at·

fair value with changes in

fair value reported in

current earnings (included

in Schedule RC~Q,

item S.b, above) I ,,"u I ·... ·1 'uu' I '....I 'u>. I ..···1 ..'. I ,....,.'". I ·....1

6. All other assets ......,,,. MfA ..... .,,.,., UIA ......,..... ""10 .........." MII\ ....nnA "'/1\

7. Total assets measured at fair

value on a recurring basis

(sum of items 1 through 6) ! ~~v.. 1 •••••j ww [ • ...-., ... ... , I .... 'I w,,'" ! '~'~I .........,,! .... ,!
1st Enterprise Bank

Legall1tJe of Bank

FDIC Certificate Number: 58321

FFlEC 041

Page RC-32b

I 44b. I

Schedule RC-Q-Continued

(Column A)

Total Fair value

Reported on

Schedule RC

(Column B)

LESS: Amounts

Netted in the

Determination

(Column C)

Levell Fair Value

Measurements

(Column D)

Level 2 Fair Value

Measurements

(Column E)

level 3 Fair Value

Measurements

Dollar Amounts in Thousands

LIABILITIES

8. Deposits _

9. Federal funds purchased and

securities sold under agreements

to repurchase' _

10. Trading liabJities:

a. Derivative liabilities .:1:'>'+1 ,.,.//"\ \3:'>~£ ,...//"\ \3:)J.) ,.,.tI"... \:I:>~'i 1... /1"\ Iv:'>l:'> ,'t,,....

b. Other trading liabilities G516 N/A G517 N/A GS18 N/A G519 N/A G520 N/A

11. Other borrowed money ........ "If... .......... "'"\ .... ~..... ... .. 11. ... ~_. .0."" ---- uu.

12. Subordinated notes

and debentures \3:>£0 ' ...,M ~:J£' ''''/M ~:>£o ,,,,,M "":>£';:! ,.,.//"\ \:I:>.)U '.,.,M

13. All other liabilities -~_.. "u" .......M' ""II. ......"'... ...,,11. ---~ ..... '" _ ...~- ... ""

14. Total liabilities measured at

fair value on a recurring basis

(sum of items 8 through 13) I \:1:>.)1 1 '111M! ~:>.)£ ! \1111-\1 lu:>,:),:) I ''\IIM[ 1.3:>,)'1 I ""/,,\1 \:I:>,:):> 1 ''III''\!

8

9

10.a

1O.b

11

12

13

14
1st Enterprise Bank

Legal Title of Bank

FDIC certificate Number: 58321

FFIEC O~1

Page RC-33

I 45 I

Schedule RC-Q-Continued

M.l.c

M.l.d

M.l.e

M.1.f

M.l.a

M.l.b

(Column E)

Level 3 Fair Value

Measurements

(Column D)

Level 2 Fair Value

Measurements

(Column C)

Levell Fair Value

Measurements

(Column A)

Total Fair Value

Reported on

Schedule RC

M.2.a

M.2.b

G571 NIA GSn NIA G573 NIA G574 NIA GS7S NIA M.2.c

GS76 N/A G577 N/A G578 NIA G579 NfA GSSO N/A M.2.d

G581 N/A G582 N/A GS83 NfA G584 NfA G585 NfA M.2.e

G586 N/A GSS7 N/A GS8B NJA G5B9 NfA GS90 N/A M.2.F

Dollar Amounts in Thousands

f.l G5BG

cl G546

f.l GSGI

el G556

el G581

dl G551

dl G576

2. All other liabilities (itemize and

describe amounts included in

Schedule RC-Q, item 13, that

are greater than $25,000 and

exceed 25°10 of item 13.)

a. Loan commitments (not

accounted for as derivatives)

b. Nontrading derivative liabilities

c.l GS71

Memoranda

1. All other assets (itemize and

describe amounts included

in Schedule

RC·Q, item 6, that are greater

than $25,000 and exceed

25% of item 6):

a. Mortgage servicing assets I :J~~ I ~:'::I ::~: I ::'::1 :-~: I ::'::1 w~~ I ::'::1 ~:~: I ::'::1

b. Nontrading derivative assets
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-34

I 46

2

3

4

5

6

7.a

12

13

14

15

16

17

18

Dollar Amounts in Thousands

3368 281,090

tangible assets (from item 7.a above) B590 0

edit card relationships (from item 9.a above) 8591 0

.b above) 5610 0

apital purposes 8596 0

(item 22 less items 23 through 26) A224 281,090

C228 0

in item 21 B503 0

m 62 6504 0

m27 8505 0

d redeemable preferred stock 5306 0

stock includible in Tier 2 capital 6593 0

ses includible In Tier 2 capital 5310 1,910

r·sale equily securities includible in Tier 2 capital 2221 0

6594 0

through 16) 5311 1,910

f item 11 or 17) 8275 1,910

et risk 1395 0

ased capital 6595 0

items 11, 18, and 19, less item 20) 3792 32,799

d by all banks. Column A is to be (Coiumn A) (Column 8)

Inancial.subsidiaries.) RCON percentage RCON Percentage

7273 0.00% 7204 10.99%

I ratio (3) 7274 0.00% 7206 15.42%

ratio (4) 7275 0.00% 7205 16.37%

Schedule RC-R-Regulatory Capital

Tier 1 capital

1. Total bank equity capital (from Schedule RC, item 27.a)' -,--- _

2. LESS: Net unrealized gains (losses) on available-far-sale securities (I)

(if a gain, report as a positive valuej if a loss, report as a negative value), +"=+ "'-""

3. LESS: Net unrealized loss on available-far-sale EQUITY securities (1) (report loss as a positive value), _

4. LESS: Accumulated net gains (losses) on cash ftow hedges (1)

(if a gain, report as a positive value; if a loss/ report as a negative value), t;;~+----~

5. LESS: Nonqualifying perpetual preferred stock. --:r=:::-+- ,;j

6. Qualifying noncontrolling (minority) interests in consolidated subsidiaries' +::::+ -;;J

7.a. LESS: Disallowed goodwill and other disallowed Intangible assets,__-=-_-,--- _ b. LESS: Cumulative change in fair value of all financial liabilities accounted for under a

fair value option that is included in retained earnings and is attributable to changes in

the bank's own creditworthiness (if a net gain, report as a positive value; if a net loss,

reporl as a negative value) ::-:_-::-_-=--:--:-::-:::-_-:-:-:-: E-F2:;:6~4il---=~0 7.b

8. Subtotal (sum of items 1 and 6, less items 2/ 3, 4, 5, 7.a/ and 7.b) C227 30,889 8

9.a. LESS: Disallowed servidng assets and purchased credit card relationships 6591 0 9.a

b. LESS: Disallowed deferred tax assets 5610 0 9.b

10. Other additions to (deductions from) Tier 1 capital B592 0 10

11. l1er 1 capital (sum of items 8 and 10, less items 9.a and 9.b) B274 30,889 11

Tier 2 capital

12. Qualifying subordinated debt an

13. Cumulative perpetual preferred

14. Allowance for loan and lease los

15. Unrealized gains on avaJlable·fo

16, Other Tier 2 capital components

17. Tier 2 capital (sum of items 12

18. Allowable Tier 2 capital (lesser a

19. l1er 3 capital allocated for mark 19

20. LESS: Deductions for total risk-b 20

21. Total risk-based capital (sum of 21

Total assets for leverage ratio

22. Average total assets (from Schedule RC-K, item 9) 22

23. LESS: Disallowed goodwill and other disallowed in 23

24. LESS: Disallowed servicing assets and purchased cr 24

25. LESS: Disallowed deferred tax assets (from item g 25

26. LESS: Other deductions from assets for leverage c 26

27. Average total assets for leverage capital purposes 27

Adjustments for financial subsidiaries

28. a. Adjustment to lier 1 capital reported in item 11 28.a

b. Adjustment to total risk-based capital reporled 28.b

29. Adjustment to risk-weighted assets reported in ite 29

30. Adjustment to average total assets reported in ite 30

Capital ratios

(Column Bis to be complete

completed by banks with fi

31. 11er 1 leverage ratio (2) 31

32. l1er 1 risk-based capita 32

33, Total risk-based capital 33

(1) Report amount included in Schedule RC, item 26.b, "Accumulated other comprehensive income. 1t

(2) The ratio for column 8 is Item 11 divided by item 27. The ratio for column A is item 11 minus item 28.8 divided by (item 27 minus item 30).

(3) The ratio for column B is item 11 divided by item 62. The ratio for Column A is item 11 minus Item 28.a divided by (item 62 minus item 29).

(4) The ratio for column B Is item 21 divided by item 62. The ratio for column A is item 21 minus item 28.b divided by (item 62 minus item 29).
1st Enterprise Bank

Legailltle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-3S

I 47 I

Schedule RC-R-Continued

Banks are not required to risk-weight each onMbalance sheet asset and the credit equivalent amount of each offMbalance sheet item that qualifies for a risk weight of less than 100

percent (50 percent for derivatives) at its lower risk weight. When completing items 34 through 54 of Schedule RCMR, each bank should decide for itself how detailed a riskMweight

analysis It wishes to perfonn. In other words, a bank can choose from among its assets and off-balance sheet items that have a risk weight of less than 100 percent which ones

to riskMwelght at an appropriate lower risk weight, or it can simply risk-weight some or all of these items at a 100 percent risk weight (50 percent for derivatives).

Dollar Amounts in Thousands

Balance Sheet Asset Categories

34. Cash and balances due from depository institutions

(Column A equals the sum of Schedule RC items La and 1.b) I .. '~':--I

35. HeldMtoMmaturity securities I ~_....u • "'I

36. Avallable-for-sale securities I _Uu ':-

37. Federal funds sold and securities purchased under

agreements to resell I .MO' _ --.

38. Loans and leases held for sale I ._ -

39. Loans and leases, net of unearned incorn"" ......

40. LESS: Allowance for loan and lease loss""'" .,.

41. Trading assets I .Mo, ."n v

42. All other assets (1) I .nn.. _.:~n_

43. Total assets (sum of Items 34 through 42) ! vv_,vv.

(1) Includes premises and fixed assets, other real estate owned, investments in unconsolidated subsidiaries and assodated companies, intangible assets, and other assets.
1st Enterprise Bank FFIEC 041

Legal Ti~e of Bank Page RC-36

FDIC Certineate Number: 58321 I 48 I

Schedule RC-R-Continued

(Column A) (Column B) (Column C) (Column D) (Column E) (Column F)

Face Value Credit Credit Allocation by Risk Weight Category

or Notional Conversion Equivalent

Amount Factor Amount (1) 0% 20% 50% 100%

Dollar Amounts in Thousands Bill Mill Thou 811 I ""il I Thou Bill Mill Thou Bil I Mil I Thou Bill Mil I Thou Bil I Mil I Thou

Derivatives and Off-Balance Sheet Items RCON 8546 RCON 8547 RCON B54B RCON 8581 RCON 8582 RCON B583

44. Financial standby letters of credit 469 469 0 0 0 4691 44

45. Perfonnance standby letters of RCON 3B21 RCON 8650 RCON 8651 RCON 8652 RCON 8653 RCON 8654

of credit 0 0 0 0 01 45

46. Commercial and similar letters RCON 3411 RCON 8655 RCON 6655 RCON 8657 RCON 8658

of credit 328 66 0 0 01 661 46

47. Risk participations in bankers

acceptances acquired by the

reporting institution 0 0 0 01 47

RCON 3433 RCON B664 RCON 6665 RCON B666 RCON B667 RCON B668

48. Securities lent 0 0 0 0 01 48

49. Retained recourse on small business RCON A250 RCON 8669 RCON 8670 RCON 8671 RCON 6672 RCON B673

obligations sold with recourse. 0 0 0 0 01 49

50. Recourse and direct credit

substitutes (other than finandal

standby letters of credit) subject to

the low~level exposure rule and

residual interests subject to a

dollar-for-dollar capital requirement 01 50

51. All other financial assets sold with RCON 6675 RCON 8676 RCON 8677 RCON 8678 RCON 6679 RCON 6680

recourse 0 0 0 01 51

52. All other off-balance sheet RCON 8681 RCON 8682 RCON 8683 RCON B684 RCON B685 RCON 6686

liabilities 0 0 0 01 52

53. Unused commitments:

a. With an original maturity RCON 3833 RCON 8687 RCON 8688 RCON 6689 RCON 8690

exceeding one year 47,233 .sO 23,617 0 0 01 23,6171 53••

b. With an original maturity ot"one

year or less to asset-backed RCON G591 RCON G592 RCON GS93 RCON G59'l RCON G595

commercial paper conduits 0 .10 0 0 0 01 01 53,b

RCON 8693 RCON 8694 RCON 6695

54. Derivative contracts i u_ 0 0 0 I 54

(1) Column Amultiplied by credit conversion factor.

(2) For financial standby letters of credit to which the low·level exposure rule applies, use a credit conversion factor of 12.5 or an institution-specific factor.

Fo~ other financial standby letters of credit, use a credit conversion factor of 1.00. See instructions for further information. (Entering an 'M' allows for data entry in Column S.)

(3) Or institutIon specific factor.
1st Enterprise Bank

LegalllUe of Bank

FDIC Certificate Number: 5B321

FFIEC 041

Page RC-37

I 49 I

Schedule RC-R-Continued

(Column C) I (Column D) I (Column E) I (Column F)

Allocation by Risk Weight Category

Dollar Amounts in Thousands

62. Total risk-weighted assets (item 59 minus items 60 and 61), _

Memoranda

61. LESS: Allocated transFer risk reserve'- .,-- -I

60. LESS: Excess allowance for loan and lease losses, _

58. Market risk equivalent assets,---,_---,---, ---,.,-- --l

59. Risk-weighted assets beFore deductions for excess allowance for loan and lease losses

and allocated transfer risk reserve (sum of item 57, columns C through F, and item 58), -1

Totals

55. Total assets, derivatives, and off-balance sheet items by risk weight category

(for each column, sum of items 43 through 54) I ;:Sl ,;:Sfl I U.U,b~(1

56. Risk weight factor - _. --

57. Risk-weighted assets by risk weight category (for each column,

item 55 mulUplied by item 56),-- ---1

1. Current credit exposure across all derivative contracts covered by the risk-based capital standards I tUb'!" I I
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFlEC 041

Page RC-38

I SO I

Schedule RC-R-Continued

M.2.g.1

M.2.g.2

With a remaining maturity of

(Column 8) (Column C)

Over one year Over five years

through five years

RCQN Tril I Bill Mill Thou RCON Trill Bill Mill Thou

n ...,.,. I I"l 8767 01 M.2.a .. n." . ". 8770 1 01 M.2.b

87731 01 M.2.c

8776 I 01 M.2.d

87791 01 M.2.e

AUUl I VI A002 I 01 M.2.f

(Column A)

One year or less

Memoranda-Continued

Dollar Amounts in Thousands

2. Notional prindpal amounts of derivative contracts: (1) RCON Trill Bill!>llli Thou

a. Interest rate contracts 3809 0 u,v.l I 01

b. Foreign exchange contracts 3812 0 v;v, 1 01

c. Gold contracts 8771 0 8lt.l I 01

d. Other precious metals contracts 8774 0 87,5 I 01

e. Other commodity contracts 8777 0 8773 I 01

f. Equity derivative contracts AOOD 01 .- . _. g. Credit derivative contracts:

Purchased credit protecton that (a) is a covered

position under the market risk rule or (b) is not

a covered position under the market risk rule

and is not recognized as a guarantee for risk·based

capital purposes:

(1) Investment grade u~ v§I U

(2) Subinvestment grade G600 0 G601 0 G60Z 0

(1) Exclude foreign exchange contracts with an original maturity of 14 days or less and all futures contracts.
1st Enterprise Bank FFIEC 041

Legallitle of Bank Page RC-39

FDIC certificate Number: 58321 I 51 I

Schedule RC-S-Servicing, Securitization, and Asset Sale Activities

(Column A) (Column B) (Column C) (Column D) (Column E) (Column F) (Column G)

1-4 Family Home Credit Auto Other Commerdal All Other

Residential Equity Card loans Consumer and Industrial Loans, All

loans Lines Receivables Loans Loans Leases, and

All Other

Assets

Dollar Amounts in Thousands I 8i1IMHjThou D BII I Mill Thou D 811 I Mil I,!h0u D:Bil I Mil I Thou 181fl Mil J Thou ] BlIlMlllThou I Bill Mill Thou

Bank Securitization Activities

1. Outstanding principal balance of assets sold

and securitized by the reporting bank with

servicing retained or with recourse or other

seller~provided credit enhancements_ 1 D_ o_ 0_ 01 01 01 01 1

2. Maximum amount of credit exposure

arising from recourse or other

seller-provided credit enhancements

provided to structures reported in

item 1 in the form of:

a. Credit·enhancing Interest~only strips

(induded in Schedules RC-B or RC-F

or in SChedule RC, item 5) a a 0 01 2.a

b. SUbordInated securities and RCON C393 RCON C39<l RCON C395 RCON 096 RCON C397 RCON C39B RCON099

other residual interests 0 a 0 01 2.b

c. Standby letters of credit and RCON C400 RCON C401 RCON C402 RCON C403 RCON C404 RCON C405 RCON C406

other enhancements a a 0 01 2.c

3. Reporting bank's unused commitments

to provide liquidity to structures

reported in item 1 a a a 01 3

4. Past due loan amounts induded in item 1: RCON 8734 RCON 8735 RCON 8736 RCON 8737 RCON 8738 RCQN B739

a. 30-89 days past due 0 a a 01 4.0

RCON 8741 RCON 8742 RCON 8743 RCON 8744 RCON 8745 RCON 8746

b. 90 days or more past due I 0 a 0 0 4.b

5. Charge-offs and recoveries on assets sold

and securitized w'ith servicing retained or

with recourse or other seller~provided credit

enhancements (calendar year-to-date):

a. Charge-offs 0 a 0 01 5.a

RJAD 8754 RIAD 8755 RlAD 8756 RIAD 8757 RIAD B758 RIAD B759 RIAD 8760

b. Recoveries I 0 a 0 0 01 S.b
1st Enterprise Bank

Legal11tle of Bank

FDIC Certificate Number: SB321

FFIEC 041

Page RC-40

I 52 I

Schedule RC-S-Continued

7.b

10

9

6.a

6.b

B.b

7.a

B.a

(Column G)

All Other

Loans, All

Leases, and

All Other

Assets

Bill Mil I Thou

(Column F)

Commercial

and Industrial

Loans

(Column E)

Other

Consumer

Loans

Bil I Mill Thou

(Column D)

Auto

Loans

(Columnq

Credit

Card

Receivables

(Column B)

Home

Equity

Lines

Sir I Mit J Thou

(Column A)

1-4 Family

Residential

Loans

Bil I Mil I Thou

b. Loans (included in Schedule RC-q _

7. Past due loan amounts included In

interests reported in item 6.a:

a. 30-B9 days past due _

Dollar Amounts in Thousands

b. 90 days or more past due•.,... _

8. Charge-offs and recoveries on loan

amounts included in interests reported

In item 6.a (calendar year-to·date):

a. Charge-offs, _

b. Recoveries _

6. Amount of ownership (or seller's)

interests carried as:

a. Securities (included in Schedule RC-B

or in Schedule Rei item 5) _

For Securitization Facilities Sponsored

By or Otherwise Established By Other

Institutions

9. Maximum amount of credit exposure

arising from credit enhancements

provided by the reporting bank to other

institutions' securitization structures in

the form of standby letters of credit,

purchased SUbordinated securities,

and other enhancements'-- _

10. Reporting bank's unused commitments

to provide liquidity to other institutions'

securitization structures I v
1st Enterprise Bank

Legal Title of Bank

FDIC Certincate Number: 58321

FREC 041

Page RC-41

I 53 I

Schedule RC-S-Continued

(Column A)

1-4 Family

Residential

Loans

Dollar Amounts in Thousands

Bank Asset Sales

11. Assets sold with recourse or other seIJerprovided credit enhancements and not

securitized by the reporting bank --I

12. Maximum amount of credit exposure

arising from recourse or other sellerprovided credit enhancements provided to assets reported in item 11. 1-. -'

(Column B)

Home

EqUity

Lines

Bill Mill Thou

(Column C)

Credit

card

Receivables

(Column D)

Auto

loans

(Column E)

Other

Consumer

Loans

(Column F)

Commercial

and Industrial

Loans

(Column G)

All other

Loans, All

Leases, and

All Other

Assets

Bill Mil I Thou

11

12

M.3.a.1

M.3.a.2

M.2.d

M.l.a

M.l.b

M.2.a

M.2.b

M.2.c

Dollar Amounts in Thousands

1. Small business obligations transferred with recourse under Section 208 of the Riegle

Community Development and Regulatory Improvement Act of 1994:

a. Outstanding prindpal balance I ~.~, I -I

b. Amount of retained recourse on these obligations as of the report date A..,,,.n n

2. Outstanding principal balance of assets serviced for others (indudes partidpations serviced for others):

a. Closed-end 1-4 family residential mortgages serviced with recourse or other selVicer-provided credit enhancements I ~uu-, \ .... \

b. Closed-end 1-4 famHy residential mortgages serviced with no recourse or other servicer-provided credit enhancements . B805 _ 0,

c. Other nnancial assets (includes home equity lines) (1) .-_. n

d. 1-4 family residential mortgages serviced for others that are in process of foreclosure at quarter-end

(includEs closed-end and open-end loans) _

3. Asset-backed commercial paper conduits:

a. Maximum amount of credit exposure arising from credit enhancements provided to conduit structures in the form of standby letters of

credit, subordinated securities, and other enhancements:

(1) Conduits sponsored by the bank, a bank affiliate, or the bank's holding company =uu I VI

(2) Conduits sponsored by other unrelated instibJtions -~~.. n

b. Unused commitments to provide liquidity to conduit structures:

(1) Conduits sponsored by the bank, a bank affiliate, or the bank's holding company 8808 0 M.3.b.1

(2) ConduIts sponsored by other unrelated institutions 8809 0 M.3.b.2

4. Outstanding credit card fees and finance charges included in Schedule RC-S, item 1, column C (2) C407 N/A M.4

Memoranda

(1) Memorandum item 2.c is to be completed if the principal balance of other financial assets serviced for others is more than $10 million.

(2) Memorandum item 4 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the

instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 5B321

FFIEC 041

Page RC-42

I 54

Schedule RC-T-Fiduciary and Related Services

YES J NO

I A34S NO 1

YES J NO

I A346 NO 2

YES J NO

I B867 NO 3

2. Does the institution exercise the fiduciary powers It has been granted? ---.J

3. Does the institution have any fiduciary or related activity (in the form of assets or accounts)

to report in this schedule? (If "NO," do not complete the rest of Schedule RC-T.) ---'

1. Does the instilution have fiduciary powers? (If "NO: do not complete SChedule RC-T), --'

If the answer to item 3 is IIYES," complete the applicable items of SChedule RC-T, as follows:

Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $250 million (as of the preceding

December 31) or with gross fiduciary and related services income greater than 10% of revenue (net interest income plus

noninterest income) for the preceding calendar year must complete:

• Items 4 through 19 quarterly,

• Items 20 through 23 annually with the December report, and

• Memorandum items 1 through 4 annually with the December report.

Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $100 million but less than or equal to

$250 million (as of the preceding December 31) that do not meet the fiduciary income test for quarterly reporting must complete:

• Items 4 through 23 annually with the December report, and

• Memorandum items 1 through 4 annually With the December report.

Instltutions with total fiduciary assets (item 9, sum of columns A and B) of $100 million or less (as of the preceding December 31)

that do not meet the fiduciary income test for quarterly reporting must complete:

Items 4 through 10 annually with the December report, and

Memorandum items 1 through 3 annually with the December report.

(COlumn A) (Column B) (Column C) (Column D)

Managed Non-Managed Number of Number of

Assets Assets Managed Non-Managed

Accounts Accounts

Dollar Amounts In Thousands Tril I 611 I Mill Thou

FIDUCIARY AND RELATED ASSETS RCON 8868 RCON 8871

4. Personal trust and agency accounts N/A N/A 4

S. Retirement related trust & agency accounts: RCON 6872 RCON 8875

a. Employee benefit-defined contribution N/A N/A 5.a

RCON 8876 RCON 8879

b. Employee benefit-defined benefit N/A N/A 5.b

RCON 8883

c. other retirement accounts N/A 5.c

RCON 8884

6. Corporate trust and agency accounts N/A 6

RCON 8886

7. Investment management agency accounts N/A 7

RCON 8890 RCON 8893

B. Other fiduciary accounts N/A N/A 8

9. Total fiduciary accounts RCON 6894 RCON 8897

(sum of Items 4 through B) N/A N/A 9

RCON 8899

10. Custody and safekeeping accounts N/A 10

11. Not applicable
1st Enterprise Bank

Legal TiUe of Bank

FDIC Certificate Number; 58321

FFIEC 041

Page RC-43

I 55

Dollar Amounts in Thousands

12

6905 N/A 13.a

6906 N/A 13.b

6907 N/A 13.c

A479 N/A 14

8908 N/A 15

MBO N/A 16

6909 N/A 17

8910 N/A 18

4070 N/A 19

C058 N/A 20

A4B8 N/A 21

8911 N/A 22

A491 N/A 23

Schedule RC-T-Continued

FIDUCIARY AND RELATED SERVICES INCOME

12. Personal trust and agency accounts, _

13. Retirement related trust and agency accounts:

a. Employee benefit-defined contJibutionl ~~+---_;~

b. Employee benefit-defined benefit -1-~~L---~

c. Other retirement accounts ~~C+----~2J

14. Corporate trust and agency accounts, f~~!-----:::::.'.I

15. Investment management agency accounts -l-~~I_--_~~

16. Other fiduciary accounts ~~.J__---~~

17. Custody and safekeeping accounts f~"'_+----~

18, Other fiduciary and related services income .,.- _

19. Total gross fiducial)' and related services income (sum of items 12 through 18)

(must equal Schedule RI, item 5.a)' +~~ ~~

20. LESS: Expenses,-:_-:--:__-::- _

21. LESS: Net losses from fiduciary and related services;-,--,--,- i-'~:"...j----~~

22. PLUS: Intracompany income credits for fiduciary and related services, I-::::::~f_----..:::::.:j

23. Net fiducial)' and related services income' ...L'::::.O..l. ~"I

M.l.I

1. Managed assets held in personal trust and agency accounts:

a. NoninterestRbeaJing deposJts ~6,,9~13:...J.----~N~/A~ M.1.a

b. Interest-bearing deposits 8914 N/A M.1.b

c. U.s. Treasury and U.S. Government agency obligations 6915 N/A M.1.c

d. State, county and municipal obligaUons 6916 N/A M.1.d

e. Money market mutual funds 8917 N/A M.1.e

f. Other short-term obligations 8918 N/A M.l.f

g. Other notes and bonds 6919 N/A M.1.g

h. Common and preferred stocks 8920 N/A M.1.h

i. Real estate mortgages 8921 N/A M.1.i

j. Real estate 6922 NlA M.1.j

k. Miscellaneous assets 8923 NJA M.1.k

I. Total managed assets held In personal trust and agency accounts (sum of Memorandum

items La through 1.k) (must equal Schedule RC-T, item 4, column A)__~------_---.l'~"...l---~~

Memoranda

Dollar Amounts in Thousands

(Column A)

Number of

Issues

Dollar Amounts in Thousands

2. Corporate trust and agency accounts:

a. Corporate and municipal trusteeships, +=::-1 .;;::;.

b. Transfer agent, registrar, paying agent, and other corporate agency -'-="--L _..:::::..:

(Column B)

Principal Amount

Outstanding

TrU I Bill Mil r Thou

M.2.a

M.2.b
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: S8321

FFIEC 041

Page RC-44

I 56

(Column A)

Number of

Funds

Dollar Amounts in Thousands

3. Collective investment funds and common trust funds:

a. Domestic eqUity_-,- ~B9::3::_'+---~N/::,A+.::B:::93:::2+---.....':N~/A M.3.a

b, Internationai/Global equity 8933 N/A 8934 N/A M.3.b

c. Stock/Bond blend 8935 N/A 8935 N/A M.3.c

d. Taxable bond 8937 N/A 8938 N/A M.3.d

e. Municipal bond 8939 N/A 6940 N/A M.3.e

f. Short term investments/Money market 8941 N/A 8942 N/A M.3.f

g. Specialty/Other 8943 N/A 8944 N/A M.3.g

h. Total collective investment funds (sum of Memorandum items 3.a through 3.g) 8945 N/A 8946 N/A M.3.h

Schedule RC-T-Continued

Memoranda-Continued

MA,a

MA.b

MA.c

M.4.d

M.4.e

(Column C)

Recoveries

Mill Thou

(COlumn B)

Gross Losses

Non-Managed

Accounts

Mill Thou

(Coiumn A)

Gross Losses

Managed

Accounts

Dollar Amounts in Thousands

4. Fiduciary settlements, surcharges and other losses:

a. Peffional trust and agencyaccoun~, 4_::::_+_---~~_==:'_+__---~~~~-----'~

b. Retirement related trust and agency accounts~ _i--::::__t--_-.:;.*=_:_+-~-~~t.":~+---..;~

c. Investment management agency accounts .,.-~~+__---~~~~----~~":':_I_---.--C'~

d. Other fiducialY accounts and related selVices, ---'

e. Total fiduciary settlements, surcharges, and other losses

(sum of Memorandum items 4.a through 4.d) (sum of

columns A and B minus column Cmust equal

Schedule RC-T, item 21) ---.J="'-.JL-__---'===.L =:L.::::::..L ~~

Person to whom questions about Schedule RC-T-Fiduciary and Reiated Services should be directed:

IN/A

Name and Title CfEXT B962)

INIA

E-mail Address (TEXT B926)

IN/A I IN/A I

Telephone: Area code/phone number/extension CfEXT B963) FAX: Area code/phone number CfEXT B964)
FFIEC O~l

Page RC-45

I 57

Optional Narrative Statement Concerning the Amounts

Reported in the Reports of Condition and Income

The management of the reporting bank may, If it wishes, submit a

brief narrative statement on the amounts reported in the Reports

of Condition and Income. This optional statement will be made

available to the public, along with the publidy available data in the

Reports of Condition and Incomej in response to any request for

Individual bank report data. BANKS CHOOSING TO SUBMIT THE

NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT

DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF

INDlVlDUAL BANK CUSTOMERS OR ANY OTHER INFORMATION

THAT THEY ARE NOTWILUNG TO HAVE MADE PUBLIC OR THAT

WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS.

Banks choosing not to make a statement may check the

"No comment" box below and should make no entries of any kind

in the space provided for the narrative statementi i.e.1 DO NOT

enter in this space such phrases as "No statement," "Not applicable,"

"N/A", "No comment," and "None."

The optional statement must be entered on this sheet. The statement should not exceed 100 words. Further, regardless of the

number of words, the statement must not exceed 750 characters,

Induding punctuation, indentation, and standard spadng between

words and sentences. If any submission should exceed 750 char~

acters, as defined, it will be truncated at 750 characters with no

notice to the submitting bank and the truncated statement wfJI

appear as the bank's statement both on agency computerized

records and in computer~fjle releases to the public.

All Information furnished by the bank in the narrative statement

must be accurate and not misleading. Appropriate efforts shall be

taken by the submitting bank to ensure the statement's accuracy.

The statement must be signed, in the space provided below, by a

senior officer of the bank who thereby attests to its acuracy.

If, subsequent to the original submission, material changes are

submitted for the data reported in the Reports of Condition and

Income, the existing narrative statement will be deleted from the

files, and from disclosure; the bank, at its option, may replace it with

a statement, under signature, appropriate to the amended data.

The optional narrative statement will appear in agency records

and in release to the public exactly as submitted (or amended

as described in the preceding paragraph) by the management of

the bank (except for the truncation of the statements exceeding the

750-character limit described above). THE STATEMENT WILL NOT

BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY

FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED

THEREIN. ASTATEMENT TO THIS EFFECT WILL APPEAR ON

ANY PUBUC RELEASE OF THE OPTIONAL STATEMENT SUBMmED BY THE MANAGEMENT OF THE REPORTING BANK.

ReON YES I NO

Comments? '-__69__7__9-'-__N_0__--'

SANK MANAGEMENTSTATEMENT (please type orprint clearly):

TEXT

I 6980
1st Enterprise Bank

Legal Title of Bank

Los Angeles

City

CA 90017·3449

FFJEC 041

Page Rl-l

I 5

State

FDIC Certificate Number: 58321

Zip Code

Consolidated Report of Income

for the period January 1/ 2009 - September 30/ 2009

All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars.

2.a.2.a

2,a.2.b

2,a.2.c

2.a.1

2.b

2.c

La.La

1.a.1.b

La.2

1.a.3.a

16 1.a.3.b

0 LaA

0 1.a.5

4,643 1.a.6

0 1.b

135 I.e

1.d.1

1.d.2

656 1.d.3

0 I.e

12 l.f

(6) 1.g

8,746 1.h

Dollar Amounts in Thousands

Schedule RI-Income Statement

1. Interest Income:

a. Interest and fee income on loans:

(1) Loans secured by real estate:

(a) Loans secured by 1·4 family residentlal propertles, +~~---..".:~

(b) All other loans secured by real estate +=~---..:c;~

(2) Commercial and Industrialloans~ _

(3) Loans to individuals for household, family, and other personal

expenditures:

(a) Credit cards, _

(b) Other (includes single payment, installment, ali student

loans, and revolving credit plans other than credit cards) +"B4~8~6+----~

(4) Loans to foreign governments and official institutions, 1..:4':0=s6+-----;/

(5) All other loans (1) -1-'40.:::5::8+- :)

(6) Total Interest and fee income on loans (sum of items 1.a.(l)(a) through 1.a.(5» -+..:4::,01::0+ =-"'I

b. Income from lease financing recejvables 1..:4~0~65+---_...,~

c. Interest income on balances due from depository institutions (2) 4115

d. Interest and dividend income on securities:

(1) U.S. Treasury securities and U.S. Government agency obligations

(excluding mortgage-backed securities) ~=':_I--_ _;:_~

(2) Mortgage-backed securitles _

(3) All other securities (includes securities issued by states and

political subdivisions in the U.s.) -l..:4~0~60'+------.:~

e. Interest income from trading assets-,----,-_-,---__-,--- +'4:::06"'9+

f. Interest income on federal funds sold and securities purchased under agreements to resell, -+_4:::02::0+ ,:,:::j

g. Other interest income' 1i..:40:S:::18'+ ~~

h. Total interest income (sum of items 1.a.(6) through 1.g) 4107

2. Interest expense:

a. Interest on deposits:

(1) TransaCtion accounts (NOW accounts, AT5 accounts, and

telephone and preauthorized transfer accounts) _

(2) Nontransaction accounts:

(a) Savings deposits (includes MMDAs) +-==+ --=~

(b) Time deposits of $100,000 or more -----------.,---------+'~C+------!.~ (c) Time deposits of less than $100,000, _

b. Expense of federal funds purchased and securities sold

under agreements to repurchase f.2'~-Ic. Interest on trading liabilities and other borrowed money ...J...~:..L _..:.I

(1) Indudes interest and fee income on "Loans to depository institutions and acceptances of other banks," "Loans to finance

agricultural production and other loans to farmers," "Obligations (other than securities and leases) of states and political

subdivisions in the U.S.," and "Other loans."

(2) Includes interest income on time certificates of deposit not held for trading.
1st Enterprise Bank

Legal 11tle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page Rl-2

I 6

7,591 7.e

669 8

(424) 9

1,093 10

0 11

1,093 !2

0 13

1,093 14

7.a

7.b

7.c.l

....:::'-'--jf-__--'4::.7.;J0 S.m

="-+ ---,,~o 6.a

-=:":"'-L 1::.:0~2 6.b

2.d

2.e

4074 8,077 3

4230 389 4

5.•

S.b

S.c

S.d.!

ca88 0 S.d.2

ca87 0 S.d.3

C386 0 S.dA

C387 0 S.d.S

8491 0 S.e

B492 0 5.1

B493 0 S.g

Dollar Amounts in Thousands

Schedule RI-Continued

2. Interest expense (continued):

d. Interest on subordinated notes and debentures; -+~=_I_---___=_;;/

e. Total interest expense (sum of items 2.a through 2.d) _

3. Net Interest income (item l.h minus 2.e)' _

4. Provision for loan and lease losses, _

5. Noninterest Income:

a. Income from fiduciary activities (1)----------------I--:.::::-!----=;/

b. Service charges on deposit accounts ~:':C::-1'------....::';/

c. Trading revenue (2) --I-'===-fd. (1) Fees and commissions from securities brokerage _

(2) Inveshnent banking, advisory, and underwriting fees and

commissions --1-==+- ---"-1

(3) Fees and commissions from annuity sales -------------+-===.:+-------::J

(4) Underwriting income from insurance and reinsurance activities 1--='=+ ---;/

(5) Income from other insurance activities +.:::::':-1- :;1

e. Venture capital revenue, +-==+ ---::J

f. Net servicing fees -I-~::_i-----;/

g. Net securitization income _

h. Not applicable

i. Net gains (losses) on sales of loans and leases, +:.;;::...r

j. Net gains (losses) on sales of other real estate owned, --!..::.::::-+- --;/

k. Net gains (losses) on sales of other assets (excluding 5Ocurities) +'=:+ -;,,-7I

I. Other noninterest income* _

m. Total noninterest income (sum of items 5.a through 5.1) _

6. a. Realized gains (losses) on held-to-maturity securities' _

b. Realized gains (losses) on available-far-sale securities _

7. Noninterest expense:

a. Salaries and employee benefits, _

b. Expenses of premises and fixed assets (net of rental Income)

(excluding salaries and employee benefits and mortgage interest) +='-I- .:...:.~

c. (1) Goodwill impairment 105ses -Io

(2) Amortization expense and impairment losses for

other intangible assets,,- -+.::::::-+ --;;-;;;;;/

d. Other noninterest expense* _

e. Total noninterest expense (sum of items 7.a through 7.d} _

8. Income (loss) before income taxes and extraordinary items and other

adjustments (item 3 plus or minus items 4, S.m, 6.a, G.b, and 7.e)

9. Applicable income taxes (on item 8)----------------...,

10. Income (loss) before extraordinary items and other adjustments

(item 8 minus item 9),-,--,--------- ----1

11. Extraordinary items and other adjustments, net of income taxes* -j

12. Net income (loss) attributable to bank and noncontrolling (minority)

interests (sum of items 10 and 11) ---1

13. LESS: Net income (loss) attributable to noncontrolling (minority)

interests (if net income, report as a positive value; if net loss, report

as a negative value)

14, Net income (loss) attributable to bank (item 12 minus item 13) -----'

* Describe on Schedule RI~E-Explanations

(1) For banks required to complete Schedule RC-T, items 12 through 19, income from fidudary activities reported. in Schedule RI,

item 5,a, must equal the amount reported in Schedule RC-T, item 19.

(2) For banks required to complete Schedule RI, Memorandum item 8, trading revenue reported in Schedule RI, item 5.c,

must equal the sum of lv1emorandum items 8.a through 8.e.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: S8321

FFIEC 041

Page RI-3

I 7

Schedule RI-Continued

M.7

M.6

M.1

M.3

M.4

M.2

M.5

M.B.a

M.8.b

M.8.c

M.8.d

M.8.e

M.9.a

M.9.b

M,lO

M.ll

M.12

M.13.a.1

M.13.b

M.B.a

M.B.b.1

Dollar Amounts in Thousands

Memoranda

1. Interest expense incurred to carry taxMexempt securities, loans, and leases acqUired after

August 7, 1986, that is not deductible for federal Income tax purposes

Memorandum item 2 is to be completed bybanks with $1 hillion or more in total assets. (1)

2. Income from the sale and servicing of mutual funds and annuibes (included in Scheduie RI, item 8) _

3. Income on tax-exempt loans and leases to states and political subdivisions in the U.S.

(included in Schedule RI, items La and 1.b) _

<:1. Income on tax-exempt securities issued by states and political subdivisions in the U.S.

(inclUded In Schedule RI, item 1.d.(3» _

S. Number of fulHime eqUivalent employees at end of current period (round to

nearest whole number)' _

Memorandum item 6 is to be completed by: (1)

• banks with $300 million or more in total asse~ and

• banks with less than $300 million in total assets that have loans to finance'agricultural produdion

and other loans to farmers (Schedule RC-C- part1, item 3) exceeding five percent oftotal loans.

6. Interest and fee income on loans to finance agricultural production and other

loans to farmers (included in Schedule RI, item 1.a.(S», -+-,:40,,2=:4+-===-:..:N"-'!/A

7. If the reporting bank has restated Its balance sheet as a result of applying push RIAD CCYY/MM/DD

down accounting this calendar year, report the date of the bank's acquisition (2), -.J-,:9,,',,06'-L__.::O__.J

8. Trading revenue (from cash instruments and derivative Instruments) (sum

of Memorandum items B.a through 8.e must equal Schedule RI, item 5.c)

(To be completed by banks that reported average trading

assets (Schedule RC-K, item 7) of $2 million or more for any Year-to·date

quarter of the preceding calendar year.): RIAD Bill Mill Thou

a. Interest rate exposures, -t-:;S';;7S:;;7+ N,,'iijA

b. Foreign exchange exposures' 1-'8::7=S8:+ ~N;::'A;:j

c. Equity security and index exposures, f-:OS7:::S:,:9-t- ...;N,;;';,;jA

d. Commodity and other exposures, f--;:87;:6:;:0-t- ...;N,;;';,;jA

e. Credit exposures, Fla6 N/A

9. Net gains (losses) recognized in earnings on credit derivatives that economically hedge

credit exposures held outside the trading account:

a. Net gains (losses) on credit derivatives held for trading ---,---,-----,----~------~r.:;~+_----;;J

b. Net gains (losses) on credit derivatives held for purposes other than trading _

10. To be completedby banks with $300 million or more in total assets: (1)

Credit losses on derivatives (see jnstructions) -'r~~::::::=::::::=:~

11. Does the reporting bank have a Subchapter 5 election in effect for

federal income tax purposes for the current tax year? ;==:!:======~

Memorandum item 12 is to be completed by banks that are required to complete Schedule

RC-c, part 1, Memorandum items 8.b and 8.c.

12. Noncash income from negative amortization on closed-end loans secured by 1~4 family

residential properties (induded In Schedule RJ, item 1.a,(I)(a» _

Memorandum item 13 is to be completed by banks that have elected to account for

assets andliabilities under a fair value option.

13. Net gains (losses) recognized in earnings on assets and liabilities that are reported

at fair value under a fair value option:

a. Net gains (losses) on assets,_--,---,-__--,-_--,- _

(I) Estimated net gains (losses) on loans attributable to changes In

instrument-specific credit risk, -I-~=+----.:.d

b. Net gains (losses) on lIabilities, _

(1) Estimated net gains (losses) on liabilities attributable to changes In

instrument-specific credit rlsk. L=.:..L -'-::..:J

(1) The asset size tests and the five percent of total loans test are generally based on the total assets and total loans reported on

the June 30, 2008, Report of Condition.

(2) For example, a bank acquired on March I, 2008, would report 2008/03/01
1st Enterprise Bank

Legall1tle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RI-4

I 8

1

2

3

4

S

6

7

8

9

10

11

12

Schedule RI-A-Changes in Bank Equity Capital

Indicate decreases and losses in parentheses. Dollar Amounts in Thousands

1. Total bank equity capital most recently. reported for the December 31, 2008, Reports of Condition

and Income (i.e., after adjustments from amended Reports of InCOme) -+::3:;21:=7+__---.::27:c..::3.:;;j15

2. Restatements due to corrections of material accounting errors and changes in accounting princiPles* +.B=50::7+__-;=~0

3. Balance end of previous calendar year as restated (sum of items 1 and 2), --1..:B=50=8+__---'2::7",3""715

4. Net income (loss) attributable to bank (must equal SChedule RI, item 14) f-,4:':3':-4:e- 0-/- ':':,°,,9::::13

S. Sale, conversion, acquisition, or retirement of capital stock, net (excluding treasury stock transactions)___+_B:::5::-0:-9-/- 4-'..8'--8-;;-19

6. Treasury stock transactions, net.---:---:---:_---: +B::5::-10;+ ~0

7. Changes inddent to busIness combinations, net. +4=3::;56+ ----::::"'l0

8. LESS: cash dividends dedared on preferred stock~ -+--:44'--7::0+ '2";oi1

9. LESS; Cash dividends declared on common stOCk. f-,44=::60"+ ----:,a0

10. Other comprehensive income (1) --1..:B=5=11+ --'(7:..'~)

11. Other transactions with parent holding company* (not included in items 5, 6, 8, or 9 above), -! 4'US 0

12. Total bank equity capital end of current period (sum of items 3 through ll)(must equal

__schedule RC, item 27.a) --Jc..::.:::..L-__== * Describe on Schedule RI~E Explanations.

(1) Includes changes in net unrealized holding gains (losses) on available-for-sale securities, changes in accumulated net gains (losses) on cash

flow hedges, and pension and other postretirement plan-related changes other than net periodic benefit cost

Schedule RI-B-Charge-offs and Recoveries on Loans and Leases

and Changes in Allowance for Loan and Lease Losses

Part I. Charge-ofts and Recoveries on Loans and Leases

(Column B)

l.a.l

l.a.2

I.b

I.e.1

I.c.2,a

I.c.2.b

I.d

l.e.1

l.e.2

2

4

5.•

aS16 ° 8517 ° 5.b

4643 ° 4627 0 6

4644 0 4628 ° 7

4266 0 4267 ° 8

463S 0 460S 0 9

1. Loans secured by real estate:

a. Construction, land development, and other land loans:

(1) 1-4 family residential construction loans _

(2) Other construction loans and all land development

and other land loans.------- +.=+ --;;i...=:::.c..t- 71

b. Secured by farmland, _

c. Secured by 1-4 family residential properties:

(1) Revolving, open-end loans secured by 1-4 family residential

properties and extended under lines of credlt _

(2) Closed·end loans secured by 1-4 family residential properties:

(a) Secured by first Iiens,-----------------E:~t_---____;E=+---_---;'l

(b) Secured by junior lien5~ +==+----_=t_=::::+_--_-_7l

d. Secured by multifamily (5 or more) residential properties~ _

€. Secured by nonfarm nonresidential properties:

(1) loans secured by owner-occupied nonfarm nonresidential properties----E:::2+----_.;;r=::-t

(2) loans secured by other nonfarm nonresidential properties~ _+_='___t---_ _=t_===.+_----_7l

2. Loans to depository institutions and acceptances of other banks, _

3. Not applicable

4. Commercial and industrialloans. _

5. Loans to individuals for household, family, and other personal expenditures:

a. Credit cards, _

b. Other (includes single payment, installment, all student loans,

and revolving credit pians oiller Illan credit cards)-------------lr.:;:;~t_----~:;=;':t----~

6. Loans to foreign governments and official institutions. +=+ --;;i...:..::.::...t7. All other loans (2),-----:------------------+:::-:-+-------;'l--'=+ :'I

B. Lease finandng receivables~__:::_-----------------__+_;;=.;:;-t----____;;r.=+----_'3 g. Total (sum of items 1 Illrough 8), ---'...:..::='--"--- '"-=:..L ....:J

(1) Include write-downs arising from transfers of loans to a held-far-sale account.

(2) Includes charge-ofts and recoveries on "Loans to finance ~gricultural production and other loans to farmers," "Obligations

(other than securities and leases) of states and political subdivisions in the U.S.," and "other loans."

Dollar Amounts in Thousands

Part I includes charge-offs and recoveries through the

allocated transfer risk reserve.
1st Enterprise Bank

legalll~e of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RI-5

I 9

Schedule RI-B Continued

M.I

M.2.a

M.2.d

M.2.b

M.2.c

M.3

MA

(Column B)

Calendar year-te-date

against income (i.e" not included RIAD I BII I Mil I Thou

C388 I NlA

Dollar Amounts in Thousands

Memoranda

Part I. Continued

1. Loans to finance commercial real estate, construction, and land

development activities (not secured by real estate) included in

SChedule RI-B, part I, Items 4 and 7, above _

2. Memorandum items 2.a through 2.dare to be completed

by banks wilJ1 $300 miiiion ormore in total assets: (2)

a. Loans secured by real estate to non·U.S. addressees (domidle)

(Included in Schedule RI-B, part I, item 1, aOOve) _

b. Loans to and acceptances of foreign banks

(included in Schedule RI-B, part I, Ilem 2, above) _

c. Commercial and industrial loans to non-U.S. addressees (domicile)

(included in SChedule RI-B, part II item 4, above) _

d. Leases te individuals for household, family, and other personal

expenditures (induded in Schedule RI-B, part II item 8, above), _

3. Memorandum item 3 is to be completedby: (2)

• banks with $300 million or more in total assets, and

• banks WJ"th less than $300 mi/!ion in total assets that have loans to

finance agriculturalproduction and otherloans to farmers

(Schedule RC-( part 1, item 3) exceeding five percent oftotal loans:

Loans to finance agricultural production and other loans to

farmers (Included In Schedule RI-B, part I, item 7, abave) -'-=:...L --'--='--"=.l- ~:..J

Memorandum item 4 is to be completed by banks that (1) togetller witll affiliated

institution~ have outstanding credit card receivables (as defined in the instructions)

tllat exceed $500 million as oftile report date or (2) are credit cardspedalty banks

as defined for Umfonn Bank Petformance Reportpurposes.

4. Uncollectible retail credit card fees and finance charges reversed

in charge-offs against the allowance for loan and lease losses)

(1) Include write-downs arising from transfers of loans to a held-far-sale account.

(2) The $300 million asset size test and the five percent of total loans test are generally based on the total assets

and lolalloans reported on the June 30, 2008, Report of Condition.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RI-6

I 10

Schedule RI-B Continued

Part II. Changes in Allowance for Loan and Lease Losses

7

1

2

3

4

5

6

Dollar Amounts in Thousands

1. Balance most recently reported for the December 31, 2008, Reports of Condition

and Income (I.e., after adjustments from amended Reports of Income) -Ic-:;:;;;:;:-t-__--'=;j

2. Recoveries (must equal part I, item 9, column B, above) --..,

3. LESS: Charge-offs (must equal part I, item 9, column A, above

less Schedule RI-B, part II, item 4)-,---:-c----,--,--,----------------+::;:::+----~

4. LESS: Write-downs arising from transfers of loans to a held-for-sale account +==+ ....",,;:.j

5. Provision for loan and lease losses (must equal Schedule RI, item 4)---------------+-==--1---_='"

6. Adjustments' (see instructions for this schedule)' _

7. Balance end of current period (sum of items 1, 2, 5, and 6, less items 3 and 4)

(must equal Schedule RC, item 4.c) -l-=:..L ..:.!:=..:J

Memoranda Dottar Amounts in Thousands

1. Allocated transfer risk reserve included in Schedule RI-B, part II, item 7, above _

Memorandum items 2 and3 are to be completedby banks that (1) together with affiliated

institutions, have outstanding credit card receivables (as defined in U1e instructions)

that exceed$500 mil/ion as ofthe report date or (2) are creditcardspedalty banks

as defined for Umform Bank Performance Reportpurposes.

2. Separate valuation allowance for uncollectible retail credit card fees and finance charges'-- _

3. Amount of allowance for loan and lease losses attributable to retail credit card fees

and finance charges .,--.,--_-,- _

Memorandum item 4 is to be completed by all banks.

4. Amount of allowance for post-acquisition losses on pUrchased impaired loans accounted

for 'in accordance with AICPA Statement of Position 03-3 (included in SChedule RI-B, part U,

item 7, above) -'-==--L ...:J

M.1

M.2

M.3

MA

* Describe on Schedule RI-E-Explanations.
1st Enterprise Bank

Legal TItle of Bank

FDIC Certificate Number: 5832t

FFIEC 041

Page RI-7

I 11

0 La

0 lob

0 1.e

-0 1.d

0 1.e

0 1.1

0 log

1.h

l.i

1.j

395 2.a

0 2.b

0 2.c

71 2.d

0 2.e

85 2.f

464 2.g

91 2.h

274 2.i

0 2.j

106 2.k

2.1

2.m

2.n

Dollar Amounts in Thousands

h. 4461 Se",icing fee for sweep accounts into mutual fund

i. 4462 Appraisal I Credit Fees

j. 4463

2. Other nonlnterest expense (from Schedule RI, Item 7.d)

Itemize and describe amounts greater than $25,000 that exceed 3% of Schedule RI, item 7.d:

a. Data processing expenses C017

b. Advertising and marketing expenses 0497

c. Directors' fees 4136

d. Printing, stationery, and supplies C018

e. Postage 8403

f. Legal fees and expenses 4141

g. FDIC deposit insurance assessments 4145

h. Accounting and auditing expenses F556

i. Consulting and advisory expenses F557

j. Automated teller machine (ATM) and interchange expenses F558

k. TelecommunicatIons expenses F559

TE

Schedule RI-E-Explanations

Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.

Detail all adjustments in Schedule RI-A and RI-B, all extraordinary items and other adjustments in Schedule

RI, and all significant items of other noninterest income and other noninterest expense in Schedule Rl.

(See Instructions for details.)

1. Other noninterest income (from Schedule RI, item 5.1)

Itemize and describe amounts greater than $25,000 that exceed 3% of SChedule RI, item 5.1:

a. Income and fees from the printing and sale of checks COB

b. Earnings on/increase in value of cash surrender value of life insurance C014

c. Income and fees from automated teller machines (ATMs) C016

d. Rent and other income from other real estate owned 4042

e. Safe deposit box rent C015

f. Net change in the fair values of financial instruments accounted for under a fair value option F229

g. Bank card and credit card interchange fees F555

I. 4464 Loan appraisal fees

m. 4467 Couriers services - clients

n. 4468 Correspondent Bank Fees

3. Extraordinary items and other adjustments and applicable income tax effect (from Schedule RI,

item 11) (itemize and describe all extraordinal)' items and other adjustments):

TEXT

a.(l) 4469 3.a.1

(2) Appflcable income tax effect 4486 0 3.a.2

b.(l) 4487 3.b.1

(2) Applicable income tax effect 4'188 0 3.b.2

c.(l) 4489 3.e.1

(2) Applicable income tax effect 4491 0 3.c.2
1st Enterprise Bank

Legalntle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RI-8

I 12

Schedule RI-E-Continued

Dollar Amounts in Thousands

4. Restatements due to corrections of material accounting errors and

changes In accounting principles

(from Schedule RI-A, item 2) (itemize and describe all restatements):

a. Cumulative effect of the initial application of FSP FAS 115-2 on other-than-temporary

impairment _

T

b. B52?

5. Other transactions with parent holding company (from Schedule RI-A, item 11)

(itemize and describe all such transactions):

TEXT

8. 4498

b. 4499

6. Adjustments to allowance for loan and lease losses

(from Schedule RI-B, part II, item 6) (itemize and describe all adjustments):

lIT

a. 4521

b. 4522

7, Other explanations (the space below is provided for the bank to briefly describe, at its option, any other

significant items affecting the Report of Income):

4.a

4.b

5.a

5.b

6.a

6.b

RIAD YES I NO

Comments? L.'.;;7..:6:..9-'-_.;;N"O=--_-.J

other explanations (please type or print dearly):

TEXT ( 70 characters per line)

14769

7
1st Enterprise Bank

Legallitle of Bank

los Angeles

City

CA 90017-3449

FFIEC 041

Page RC-1

I 13

State

FDIC Certificate Number: 58321

Zip Code

Consolidated Report of Condition for Insured Commercial

and State-Chartered Savings Banks for September 301 2009

All schedules are to be reported in thousands of dollars. Unless otherwise indicated,

report the amount outstanding as of the last business day of the quarter.

1..

I.b

2.a

2.b

3.a

3.b

4.a

BS28 138,108 4.b

3123 1.924 4.c

8529 136,184 4.d

3545 0 5

2145 2.249 6

2150 0 7

2130 0 8

3656 0 9

3163 0 lO.a

0426 0 10.b

2160 4.094 11

2170 365,750 12

Dollar Amounts in Thousands

Schedule RC-Balance Sheet

ASSETS

1. Cash and balances due from depository institutions (from Schedule RC-A):

a. Noninterest·bearing balances and currency and coin (1),-----------------I~~l_--~~~

b. Interest-bearing balances (2) _

2. Securities:

a. Held-to-maturity sewrities (from SChedule RC-B, column A)---------------+=,:+-----.,,=c="l

b. Available-far-sale securities (from Schedule RC-B, column D) -------------

3, Federal funds sold and securities purchased under agreements to resell:

a. Federal funds sold, .~~_I__----~

b. Securities purchased under agreements to resell (3) _

4. Loans and lease finandng receivables (from Schedule RC-C):

a. loans and Jeases held for sale, ---r=.,.,- ==

b. loans and leases, net of unearned income'--- +==-+__....:~~

c. LESS: Allowance for Joan and lease Josses'--- --'==-L-__....:=

d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) +='-+__....:.:~:::::.j

5. Trading assets (from Schedule RC-D) -+=::..; ---rd

6. Premises and fixed assets (including capitalized leases), -I~2::.+------=c:::::;J

7. other real estate owned (from Schedule RC-M) +=:-+

8. Investments in unconsolidated subsidiaries and associated companies, -l--'='-l- --"l

9. Direct and indirect investments in real estate ventures _

10. Intangible assets:

a. Goodwill _-::-:-_~~:-~:_:_---:-:-::_::_ --------------------I'_='=-+-----~ b. Other intangible assets (from Schedule RC-M) -I...:.:=f-__~~.:j

. 11. Other assets (from Schedule RC-F), ---------------------J--=:~l_-__:.,.;:~

12. Totai assets (sum of items 1 through 11), ...L.:.:..:::...J.__~='_:.:::::J

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

(3) Includes all securities resale agreementsl regardless of maturity.
1st Enterprise Bank

legal Ti~e of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-2

I 14

13.a

13.a.l

13.a,2

19

20

21

16

14.a

14.b

15

N/A M.l

Number

6724

RCON

Schedule RC - Continued

LIABIUTIES

13. Deposits:

a. In domestic offices (sum of totals of columns A and C from Smedule RC-E)__--;....,.,,..,...,-_---,==c:-

(I) Noninterest-beanng (1) +6e,63:;,;'+__-:1,,3:::1"'.8"'8;:.2

(2) Interesl-beanng' --'...:6"'6"'36:..L 1:,:9c.7".7:;:.6::.2

b. Not applicabie

14. Federal Funds purchased and securities sold under agreements to repurchase;

a. Federal funds purchased (2)--------------------------+e,:;,;-=-t----~

b. Secunties sold under agreements to repurmase (3), +::=+ -:':1

15. Trading liabilities (from Schedule RC-D),_---,---, ---, _

16. Other borrowed money (includes mortgage indebtedness and obligations under

capitalized leases) (from Schedule RC-M), _

17. and 18. Not applicable

19. Subordinated notes and debentures (4)-----------------------1-:::::-+----::=;;.1

20. Other liabilities (from Schedule RC-G) -+e,=-=-t__~='~

21. Total liabilities (sum of items 13 through 20), _

22. Not applicable

EQUITY CAPITAL

Bank Equity Capital

23. Perpetual preferred stock and related surplus 3838 4,407 23

24. Common stock 3230 27,465 24

2S. Surplus (excludes all surplUS related to preferred slock) 3839 2,609 25

26. a. Retained earnings 3632 (2,998) 26.a

b. Accumulated other comprehensive income (S) --j-:B:cS3:;0:+ .:.1"',6:=2;;j2 26.b

c. other equity capital components (6) Al30 0 26.c

27. a. Total bank equity capital (sum of items 23 through 26.c) 3210 33,105 27.a

b. Noncontrolling (minority) interests in consolidated subsidiaries 3000 0 27.b

2S. Total equity capital (sum of items 27,a and 27,b) G10S 33,105 28

29. Total liabilities and equity capital (sum of items 21 and 2S) 3300 365,750 29

Memoranda

To be reported with the March Report of Condition.

1. Indicate in the box at the right the number of the statement below that best describes the

most comprehensive level of auditing work performed for the bank by independent external

auditors as of any date during 2008

1 = Independent audit of the bank conducted in accordance

with generally accepted auditing standards by a certified

public accounting firm which submits a report on the bank

2 = Independent audit of the bank's parent holding company

conducted in accordance with generally accepted auditing

standards by a certified public accounting firm whim

submits a report on the consolidated holding company (but

not on the bank separately)

3 = Attestation on bank management's assertion on the

effectiveness of the bank's internal control over financial

reporting by a certified public accounting firm

4 = Directors' examination of the bank conducted in accordance with

generally accepted auditing standards by a certified public

accounting firm (may be required by state chartering authority)

5 = Directors' examination of the bank performed by other external

auditors (may be reqUired by state chartenng authority)

6 = Review of the bank's financial statements by external auditors

7 = Compilation of the bank's financial statements by

external auditors

8 =Other audit procedures (excluding tax preparation work)

9 =No external audit work

To be reported with the March Report of Condition. RCON MM I DO

2. Sank's fiscal year-end date c.S_6_7S-L__N_'_A_----'

(1) Indudes total demand deposits and noninterest-bearing time and savings deposits.

(2) Report overnight Federal Home Loan Bank advances in Schedule ReI item 16, "Other borrowed money."

(3) Includes all securities repurchase agreements, regardless of maturity.

(4) Includes limited-life preferred stock and related surpfus.

(S) Includes net unrealized holding gains (losses) on available-for-safe securities, accumulated net gains (losses)

on cash flow hedges, and minimum pension liability adjustments.

(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.

M.2
1st Enterprise Bank

Legal Title of Bank

FDIC certificate Number; 58321

FAEC 041

Page RC-3

I is

Schedule RC-A-Cash and Balances Due From Depository Institutions

La

lob

2.a

2.b

0073 N/A 3.a

0074 N/A 3.b

0090 N/A 4

0010 N/A 5

Dollar Amounts in Thousands

Schedule RC-A is to be completed only by banks with $300 million or more in total assets.

Exclude assets held for trading.

1. Cash items in process of collection, unposted debits, and currency and coin:

a. Cash items in process of collection and unposted deblts; +=+_-'-_-;.:~

b. Currency and coin' _

2. Balances due from depository institutions in the U.S.:

a. U.S. branches and agencies of foreign banks f..:.:;==4

b. Other commercial banks in the U.S. and other depository institutions in the U.S.. _

3. Balances due from banks in foreign countries and foreign central banks:

a. Foreign branmes of other U.S. banks, I-'=+ -"C7I

b. other banks in foreign countries and foreign central banks; +:::::+ -;.:~

4. Balances due from Federal Reserve Banks; +=':-+ -:~

5. Total (sum of Items 1 through 4) (must equal Schedule Re, sum of Items La and 1.b) .L:=...L -"-::..:J

Schedule RC-B-Securities

Exclude assets held for trading.

Held-to-maturity Available-far-sale

(Column A) (Column B) (Column C) (Column DJ

Amortized Cost Fair Value Amortized Cost Fair Value

2.a

2.b

3

0211 0 0213 0 1286 0 1287 0 1

Dollar Amounts in Thousands RCON 811 I Mil IThou RCON Bil I Mil I Thou RCON Bil I Mil I Thou RCON 811 I Mil I Thou

1. U.S. Treasury securities _

2. U.S. Government agency obligations

(exclude mortgage-backed securities):

a. Issued by U.S. Governmentagencies (1) -1

b. Issued by U.S. Governmentsponsored agencies (2)-------1

3. Securities issued by states and

political subdivisions in the U.S,__---L..::;;~ ~~'-L __:.~~.L__.....:::.:.::::.L~c:...J ~~

(1) Includes Small Business Administration "Guaranteed Loan Pool Certificates," U.S. Maritime Administration obligations, and

Export-Import Bank participation certificates.

(2) Includes obligations (other than mortgage-backed securities) issued by the Farm Credit System, the Federal Home Loan Bank

System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Assodation, the Financing Corporation,

Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-4

I 16

Held-to-maturlty

Schedule RC-B-,-Continuedr------;-;:;-:;-;::-::-:-::----r---.,.---,;~:__.,__-__,

4.b.3

4.b.2

4.a.l

4.a.2

4.a.3

4.b.l

4.c.1

4.c.2

S.a

5.b.1

5.b.2

S.b.3

7

6.a

6.b

8

(Column C) (Column D)

Amortized Cost Fair Value

RCON Bit I Mil I Thou Bll I MlI IThou

(Column A) (Column B)

Amortized Cost Fair Value

Dollar Amounts in Thousands RCQN Bil I Mil I Thou Bil I Mil I Thou

4. Mortgage-backed securities (MBS):

a. Residential mortgage

pass-through securities:

(1) Guaranteed by GNMA,::-::-:-:-:,-----+~;:_\----__;;I_::=_j_---~~~_I_--~~~~_1_--~~~

(2) Issued by FNMA and FHLMC'_--+~;:;-+------;;r:::;=I- __-~~~_1___~::':;~~_1_--~~;J

(3) Other pass-through securities

b. Other residential mortgagebacked securities (include CMOs,

REMICs, and stripped MBS):

(1) Issued or guaranteed by FNMA,

FHLMC, or GNMA _

(2) Collateralized by MBS Issued or

guaranteed by FNMA, FHLMC,

or GNMA ~_~_

(3) All other residential

M8S -'

c. Commercial MBS:

(1) Commercial mortgage

pass-through securities__r.G:;3~Z4::+ ~t:O~+- -*=;::.J -:~~+

(2) Other commercial MBS G32B

5. Asset-backed securities and

structured financial products:

a. Asset-backed

securities (ABSl _

b. Structured financial products:

(1) cash~----:-:--------t~:+---~;J-;::;::-f-----~~+----~~~---~

(2) synthetic'--- r.~+---____:;r;:~_j_---__;;~:;;_t----~=~----~ (3) Hybrid, _

6. Other debt securities:

a. Other domestic debt securi~es;--+~~----____i:t_:_~+----~7.:':71----.:.:.~~=~--~~~

b. Foreign debt securities, ----'

7. Investments in mutual funds and

other equity securIties With readily

determinable fair values (1) _

8. Total (sum of items 1 through 7)

(total of column Amust equal

Schedule RC, item 2.a) (total of

column D must equal Schedule Re,

item 2.b) ---'-=-'-L .:.L='-L ---':L'-=L..-_.......:.==~=___"..C~~

(1) Report Federal Reserve stock, Federal Home Loan Bank stockl and bankers' bank stock in Schedule RC-f, item 4.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 5B321

FFIEC 041

Page RC-5

I 17

Schedule RC-B-Continued

M.1

M.2.a.1

M.2.a.2

M.2.a.3

M.2.aA

M.2.a.5

M.2.a.6

M.2.b.1

M.2.b.2

M.2.b,3

M.2.bA

M.2.b.5

M.2.b.6

M.2.d

M.2.c.1

M.2.c.2

M.3

M,4.a

MA.b

Dollar Amounts in Thousands

Memoranda

1. Pledged securities (1)' _

2. Maturity and repricing data for debt securities (1, 2) (excluding those in nonaccrual status):

a. Securities issued by the U.S. Treasury, U.s.- Government agencies, and states

and political subdivisions in the U.S.; other non~mortgage debt securities; and

mortgage pass-through securities other than those backed by closed-end

first lien 1~4 family residential mortgages with a remaining maturity or

next repricing date of: (3, 4)

(1) Three months or lessi FA54~9+_--____:1~.0~0~3

(2) Over three months through 12 months, +A':SO'SO+--____:.;;2".4,,8;;j0

(3) Over one year through three years. f:..:A::SS::l+__---'-18"'•.:::B2~9

(4) Over three years through five years I-'Ac:S::S2=-+ :..:5:c.6~3'=l1

(5) Over five years through 15 years~ +-:AO'SS~3+---47·S:70~5

(6) Over 15 years' -,----,--- ASS4 1.90B

b. Mortgage pass-through securities backed by closed-end first lien

1-4 family residential mortgages with a remaining maturity or

next repricing date of: (3, 5)

(1) Three months or less -+..:.A::SS::.:5+- .;1.::B.:::95::1

(2) Over three months through 12 months +A:.:SS~6+ ~5:.:;.4::;57'-1

(3) Over one year through three yearsi f:2A::S5:c7+_----:9~.;03~1

(4) Over three years through five yearsi -I-'A':S=SB+______:c;2~.8"'1:;J0

(5) Over five years through 15 years -II-'A.::S::::S9+__~lc:4~.2:::9,:.j4

(6) Over 15 years, AS60 35.993

c. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS;

exdude mortgage pass-through securities) with an expected average life of: (6)

(1) Three years or less ---------------------------+-::.::.:+-----=.;c;~

(2) Over three years 1

d. Debt securities with a REMAINING MATURITY of one year or less

(included in Memorandum items 2.a through 2,c above) 1

3. Amortized co~ of held~to~maturity securities sold or transferred to available~for-sale or

trading seCUrities during the calendar year-to-date (report the amortized cost at date

of sale or transfer) -,----,---_-,----,----,--- --1

4. Structured notes (induded in the held-ta-maturity and available-far-sale

accounts in Schedule RC-B, items 2, 3, 5, and 6):

a. Amortized cost. +=:+ .;;::~

b. Fair value -l..::::=...JL--__-=-=::J

(1) Indudes held-to-maturity securities at amortized cost and available-for-sale securities at Fajr value,

(2) Exclude investments in mutual funds and other equity securities with readily determinable fair values.

(3) Report fixed rate debt securities by remaining maturity and floating rate debt securities by next repricing date.

(4) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt securities in the categories of debt securitles

reported in Memorandum item 2.8 that are included in Schedule RC~N, item 9, column C, must equal Schedule RC~B, sum of

items 1, 2, 3, 4.c.(1), 5, and 6, columns A and 0, plus residential mortgage pass-through securities other than those backed by closed-end first

lien 1-4 family residentlal mortgages included in Schedule RC-B, item 4.a, columns Aand D.

(5) Sum of Memorandum items 2.b.(1) through 2.b,(6) plus any nonaccrual mortgage pass·through securities backed by

closed-end first lien 1-4 family residential mortgages included in Schedule RC-N, item 9, column (, must equal SChedule RC-B,

item 4.8, sum of columns A and D, less the amount of residential mortgage pass-through securities other than those backed by

closed-end first lien 1-4 family residential mortgages included in Schedule RC-B, item 4.a, columns Aand D.

(6) Sum of Memorandum items 2.c.{1) and 2.c.(2) plus any nonaccrual "Other mortgage-backed securities1

' inclUded in Schedule

RC-N, item 9, column C, must equal Schedule RC-B, sum of items '1.b and 4.c.(2), columns Aand D.
1st Enterprise Bank

Legalli~e of Bank

FDIC Certificate Number: 58321

FFIEC 041

page RC-6

I 18

Schedule RC-B-Continued

Memoranda - Continued

Held-to-maturity Available-for-sale

(Column A) (Column B)

Amortized Cost Fair Value

(Column C) (Column D)

Amortized Cost Fair Value

Dollar Amounts in Thousands RCON Bil I Mil I Thou Bil I Mil !TtlOU RCON 811 J Mil I Thou 811 I Mil I Thou

Memorandum items 5.a

through 5.fare to be

completed by banks with

$1 billion or more in total

assets. (l)

5. Asset-backed securities

(ABS)(for each column,

sum of Memorandum

items 5.a through 5.f

must equal Schedule

RC-B, Item 5.a):

a. Credit card receivables r:88=38:-+ -;N~';;AE'B8:::3::_9+_----Nl;;:;,A+.:B:_84"'0+- __-;;N""A:'I-::88"'4c:''4- --;:N;::/A,:j M.S.a

b. Home equity lines 8842 NIA B843 NIA B844 NIA B845 NlA M.5.b

c. Automobile loans 8846 NlA 8847 NIA 8848 NIA B849 NIA M.5.c

d. other consumer loans 8850 NIA 88S' NIA B852 N/A B853 NIA M.5.d

e. Commercial and industrial loans 8854 NfA 6855 N/A BS56 N/A B857 N/A M.S.e

f. other B858 N/A 8859 NIA 8860 NIA B861 NIA M.5.f

(1) The $1 billion asset size test is generally based on the total assets reported on the June 3D, 2008, Report of Condition.
1st Enterprise Bank

Legailitle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-7

I 19

Held-to-maturity

Schedule RC-B-Continuedr:------;-;:;:;-;::-==---,-----;:-:;."..,--,----.,-----,

Memoranda - Continued (Column A) . (Column B)

Amortized Cost Fair Value

(Column C) (Column D)

Amortized Cost Fair Value

M.6.a

M.6.b

M.6.e

M.6.d

M.6.c

M.6.f

M.6.g

Dollar Amounts In Thousands RCON Bil I Mil I Thou Bill Mil I Thou RCON Bil I Mil I Thou 811 I Mil I Thou

6. Structured financial

products by underlying collateral

or reference assets (for

each column, sum of

Memorandum items 6.a through

6.g must equal Schedule RC-B

sum of Items S.b(l) through

(3»:

a. Trust preferred securities

issued by financial institutions

b. Trust preferred securities

issued by real estate

investment trusts'- Io

c. Corporate and

similar loans'- _

d. 1-4 family residential MBS

issued or guaranteed by

U.S. government~sponsored

enterprises (GSEs), _

e. 1-4 family residential

MBS not issued or

guaranteed by GSEsc- _

f. Diversified (mixed)

pools of structured financial

products, 1

g. Other collateral or

reference assets L~=..1 ..:.J.~:=..L _'"..:::"".L .....:L:::::..::.L _.::I
1st Enterprise Bank

Legallitle of Bank

FDIC Certificate Number: 5B321

FFlEC 041

Page RC-8

I 20

Schedule RC-C-Loans and Lease Financing Receivables

Part I. loans and leases

1.c.2.a

I.c.2.b

I.d

7

6.c

6.a

6.b

2.c.l

2.c.2

3

4

4.a

4.b

2.a.1

2.a.2

2.b

l.e.l

l.e.2

2

I.c.l

l.a.2

I.b

I.a.l

8

9

9.a

9.b

(Column B)

To Be Completed

by All Banks

(Column A)

To Be Completed

by Banks with

$300 Million or More

in Total Assets (1)

Do not deduct the allowance for roan and lease losses or the allocated transfer

risk reserve from amounts reported in this schedule. Report

(1) loans and leases held for sale at the lower of cost or fair value,

(2) loans and leases held for investment, net of unearned incornel and

(3) loans and leases accounted for at fair value under a fair value option.

Exclude assets held for trading and commercial paper.

____________________=:D~ol~la~r~Am~ou~n~ts~inC_T~h~o~us~a~nd~sO-RCON BII/ Mil IThou

1. Loans secured by real estate:

a. Constructionl rand development, and other land loans:

(1) 1-4 family residential construction loans, _

(2) Other construction loans and all land development and other

land loans,---:_---:---:---:_---: _

b. Secured by farmland (including farm residential and other improvements) _

c. Secured by 1-4 family residential properties:

(1) Revolving, open-end loans secured by 1-4 family residential properties and

extended under lines of credlt.---:::- _

(2) Closed-end loans secured by 1-4 family residential properties:

(a) Secured by first lIens _

(b) Secured by junior lIens_::- _

d. Secured by multifamily (5 or more) residential properties,

e. Secured by nonfarm nonresidential properties:

(l) Loans secured by owner-occupied nonfarm nonresidential

propertles,_::----:::-_---: _

(2) Loans secured by other nonfarm nonresidential propertfes, _

2. Loans to depository institutions and acceptances of other banks, _

a. To commerdal banks in the U.S.:

(1) To U.S. branches and agencies of foreign banks +.::;:::-+ ---;3

(2) To other commerdal banks /n the U.S. +==-t ---'~

b. To other deposItory institutions In the U.5. _

c. To banks in foreign countries:

(1) To foreign branches of other U.s. banks -jf-='==-+- ..:::"

(2) To other banks In foreign countries, _

3. Loans to finance agricultural production and other loans to farmers _

4. Commercial and industrial loans~ _

a. To U.s, addressees (domicile) -f-.:c.:=-t """ b. To non-U.S. addressees (domicile) _

5. Not applicable

6. Loans to indIviduals for household, family, and other personal expenditures

(Le'j consumer loans) (indudes purchased paper):

a. Credit cards ---1

b. other revolving credit plans.::----:---: ---1 c~ Other consumer loans (includes single paymentl Installment, and

all student /oans) -1

7. Loans to foreign governments and official institutions

(induding foreign central banks)_,-,--_---:---: -1

8. Obligations (other than securities and leases) of states and political subdivisions

In the U.5. -i

g. Other Loans_---: --j

a. Loans for purchasing or carrying securities (secured and unsecured) Ec;;.;-1- --7.:7I

b. All other loans (exclude consumer loans) c..::::.::..:.J- --'.::..:J

(1) The $300 miliion asset size test is generally based on the total assets reported on the June 30, 2008, Report of Condition.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FREC 041

Page RC-9

I 21

Schedule RC-C-Continued

10

10.a

10.b

11.

12

M.1.b

M.1.a

M.2.a.1

M.2.a.2

M.2.a.3

M.2.a.4

M.2.a.5

M.2.a.6

(Column B)

To Be Completed

by All Banks

A570 48,869 M.2.b.I

A57l 7.809 M.2.b,2

A572 9,039 M.2.b,3

AS73 26,711 M.2.b,4

A574 35,348 M.2.b.5

A575 0 M.2.b.6

M.2.c

RCQN BlJ I Mil I Thou

(Column A)

To Be Completed

by Banks with

$300 Million or More

Dollar Amounts in Thousands in Total Assets (1)

Part I. Continued

10. Lease financing receivables {net of unearned income), _

a. Leases to individuals for household, family, and other personal

expenditures (i,e., consumer leases) ---------------f-=::-II_---~

b. All other leases '

11. LESS: Any unearned income on loans reflected in items 1-9 above _

12. Total loans and leases, net of unearned income (sum of items 1 through 10

minus item 11) (must equal Schedule RCI sum of items 4.a and 4.b) _

Memoranda Dollar Amounts in Thousands

1. Loans and leases restructured and in compliance with modified terms (Included in Schedule RC-C, part II

and not reported as past due or nonaccrual in Schedule RC-N, Memorandum item 1):

a. Loans secured by 1-4 family residential properties~ _

b. Other loans and ail leases (exdude loans to individuals for household, family, and

other personal expenditures --'

2. Maturity and repricing data for loans and leases (excluding those in nonaccrual status):

a. Closed·end loans secured by first liens on 1-4 family residential properties

(reported in Schedule RC-C, part I, item 1.c,(2)(a)} column B, above) with a remaining maturity

or next repricing date of: (2, 3)

(1) Three months or lesS. +A5:::::64+-----;;J0

(2) Over three months through 12 months, +A:;:5;:65+------;;J0

(3) ·Over one year through three years, f"A:::56:,:6+ =-=='"0

(4) Over three years through nve years +A"'56:::7+ 9".6,,99;:i

(5) Over nve years through 15 years -,f-'A5:::::68:+ ---=8::3~3

(6) Over 15 years~ ___,__=_,___,___------,___-,____,-,___---::,___--:-----_ A569 0

b. All loans and leases (reported in Schedule RC-C, part I, items I through 10, column B, above)

EXCLUDING closed-end loans secured by first liens on 1--4 family residential properties

(reported in Schedule RC-CI part I, item 1.c.(2)(a), column S, above) with a remaining maturity

or next repricing date of: (2, 4)

(I) Three months or less ---------------------------+-':":~I_--~""";:i

(2) Over three months through 12 months~ +=+---.;;:.;~

(3) Over one year through three years, r':':::':-J ~~

(4) Over three years through nve years ----------------------f-.:.c:e:=-+---...",""''''

(5) Over five years through 15 years +-:-:=+ -'--;:I

(6) Over 15 years ,___-----------,___--,___,___------

c. Loans and leases (reported in Schedule RC-c, part I, Items 1 through 10, column B, above)

with a REMAINING MATUR1TY of one year or less (excluding those in nonacaual status) '-'-''''--'- -''--'.J

(1) The $300 million asset size test is generally based on the total assets reported on the June 30, 2008, Report of Condition.

(2) Report fixed rate loans and leases by remaining maturity and floating rate loans by next repricing date.

(3) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual dosed-end loans secured by nrsl liens on 1-4

family residential properties included in Schedule RC-N, Item 1.c.(2)(a), column C, must equal total closed-end loans secured

by nrst liens on 1-4 family residential properties From Schedule RC-C, part I, Item 1.c.(2)(a), column B.

(4) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus total nonaccrualloans and leases from Schedule RC-N, sum of items 1 through 8,

column CJ minus nonaccrual closed-end loans secured by first liens on 1-4 family residential properties included in Schedule RC-N,

Item l.c,(2)(a), column C, must equal totalloan5 and leases from Schedule RC-e, part I, sum of items 1 through 10, column B, minus total

closed-end loans secured by first liens on 1-4 family residential properties from Schedule RC-C, part I, item 1.c.(2)(a), column B.
1st Enterprise Bank

Leqal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-10

I 22

Schedule RC-C-Continued

Part I. Continued

Memoranda - Continued Dollar Amounts in Thousands

3. Loans to finance commercial real estate, construction, and land development activities

(not secured by real estate)

Included in Schedule RC-C, part I, items 4 and 9, column B (5) _

4. Adjustable rate closed-end loans secured by first liens on 1-4 family residential properties

(included in Scheduie RC-C, part I, item I.c.(2)(a), column B) ----_

S. To be completedby banks with $300 million ormore In totalassets: (6)

Loans secured by real estate to non-U.S. addressees (domidle)

(induded in Schedule RC-C, part I, items 1.a through 1.e, column 8) _

Memorandum item 6 is to be completed by banks that (1) together with affilIated institution~ have outstanding

credit card receivables (as defined in the instructions) that exceed $500 mIllion as ofthe report date or (2)

are credit cardspedalty banks as defined for Uniform Bank Performance Reportpurposes.

6. Outstanding credit card fees and finance charges induded in Schedule RC-C,

part I, item 6.a. _

Memorandum item 7 is to be completedby allbanks.

7. Purchased impaired loans held for investment accounted for in accordance with AICPA

Statement of Position 03-3 (exclude loans heid For saie):

a. Outstanding balance -+l=!!"'-f --;::J

b. Carrying amount inciuded in Schedule RC-C, part I, items 1 through 9, _

8. Closed-end loans with negative amortization features secured by 1-4 family residential properties:

a. Total carrying amount of dosed-end loans With negative amortization features secured

by 1-4 family resldentiai properties (included in Schedule RC-C, part I, items I.c.(2)(a) and (b)) _

Memorandum items B.b and B.c are to be completed by banks that had closed-end loans

with negative amortization features secured by 1-4 family residential properties (as reported

in Schedule RC-C, partl, Memorandum item 8.a.) as ofDecember 31, 2008, that exceeded

the lesser of$100 million or 5 percent oftotal loans and leases, net ofunearned income

(as reported in 5dledule RC-c, part Item 12, column BJ.

b. Total maximum remaining amount of negative amortization contractually permitted on

dosed-end loans secured by 1-4 family residential properties _

c. Total amount of negative amortization on closed-end loan? secured by 1-4 family residential

properties included in the carrying amount reported in Memorandum item 8.a above _

9. Loans secured by 1-4 family residential properties in process of foreclosure (included In

Schedule RC-C, part I, Items I.c.(1), I.c.(2)(a), and l.c.(2)(b)), _

Memorandum items 10 and 11 are to be completed by banks that have elected to measure loans

included in Schedule RC-C, part l, items 1 through 9, at fair value under a fair value option.

10, Loans measured at fair value (included in Schedule RC-C, part I, items 1 through 9):

a, Loans secured by real estate:

(1) Construction, land development, and other land loans: -+E!!!...I- .::::;I

(2) Secuned by famniand (including famn residentiai and other improvements)' _

(3) Secured by 1-4 Family residentiai properties:

(a) Revolving, open-end loans secured by 1-4 family residential properties

and extended under lines of credit: _

(b) Closed-end ioans secured by 1·4 family resldentiai properties:

(1) Secured by first liens, I-""'''+ -'.:::j

(2) Secured by junior iiens; -L!2!!U -'='::2

(5) Exclude loans secured by real estate that are included in Schedule RC-C, part I, items l.a-through 1.e, column 8.

(6) The $300 mililon asset size test is generally based on the total assets reported on the June 30, 2008, Report of Condition.

M.3

MA

M.5

M.6

M.7.a

M.7.b

M.8.a

M.8.b

M.8.c

M.9

M.lD.a.1

M.10.a.2

M.I0.a.3.a

M.10.a.3.b.1

M.10.a.3.b.2
1st Enterprise Bank

Legal TItle of Bank

FDIC Certificate Number: SB321

FFIEC 041

Page RC-ll

I 23

Schedule RC-C-Continued

Part I. Continued

M.lD.c.1

M.lD.c.2

M.10.c.3

M.lD.d

RCON Bil I Mil I Thou

F583 N/A M.10.aA

F584 N/A M.10.a.5

F585 N/A M.10.b

Memoranda - Continued Dollar Amounts in Thousands

10. a. (4) Secured by multifamily (S or more) residential properties, ----, !-"=+- ...;.;:;,:i

(5) Secured by nonfarm nonresidential propertiesi +.t2!~----.;,';1

b. Commercial and industrial loans-,---,- _

c. Loans to individuals for household, family, and other personal

expenditures (i.e., consumer loans) (includes purchased paper):

(1) Credit cards,-:-_---:~:-------------------------+J~4----~~

(2) Other revolving credit plans__,__------------------------i-!:lli+----;~

(3) Other consumer loans {includes single payment, installment, and all student loan5) --+-'-"""-+- -;:"-;'I

d. other loan5;-:--;--_--:::- --,----,--:---,--__,__---,----,----,------,-----,-----------

11. Unpaid principal balance of loans measured at fair value (reported in Schedule RC-C,

part I, Memorandum item 10):

a. loans secured by real estate:

(1) Construction, land development, and other land loans__,__----:----____,_----------I...r:;~+_---~~

(2) Secuned by farmland (including farm residential and other improvements) _

(3) Secured by 1-4 family residential properties:

(a) Revolving, open-end loans secured by 1-4 family residential properties

and extended under lines of credit--,--_-:-;---,---,--__-,--- ,

(b) Closed'end loans secured by 1·4 family residential properties:

(1) Secured by first Iiens~ f--!='+---___;::;;J

(2) Secured by junior liens-:-_-:-:-----,--;--_----::- --f-l~+_--~;:J

(4) Secured by multifamily (S or more) residential properties -1-..!2:~----~~

(S) Secured by nonfarm nonresidential properties, +'~'+------C~

b. Commercial and industrial loans,~:-__,___~____,_---_:_------------_---

c. Loans to individuals for household, family, and other personal

expenditures (i.e., consumer loans) (includes purchased paper):

(1) Credit cards,-,-_----:::--:- +"""'+---....;.;:;j

(2) Other revolving credit plans,--,--_-,--,---__-,-,---::-_-,---_-,----,----,---_-,-------,- f-!:m+---..;~

(3) Other consumer loans (includes single payment, installment, and all student loans), --j---'-"""-t- --;.;;:,:j

d. Other loans, '-='-'- -'-''-'J

M.12.a

M.12.b

M.12.c

M.12.d

RCON 811 I Mil I Thou

(Column C)

Best estimate at

acquisition date of

of contractual cash

flows not expected

to be collected

(Column B)

Gross contractual

amounts

receivable at

acquisition date

(Column A)

Fair value of

acquired loans

and leases at

acquisition date

Dollar Amounts in Thousands

12. Loans (not subject to the requirements of AICPA

Statement of Position 03-3) and leases held for

investment that were acquired in business

combinations with acqUisition dates in the current

calendar year:

3. Loans secured by real estate ---------+='Lj-----~~=_l_----~~~+_----___,'j

b. Commercial and industrial loans ----------i

c. loans to individuals for household, family, and

other personal expenditures ----------+~~f__----~~~+_----__;fJ'!~+----~ d. All other loans and all leases J..-"'~.L .::L~"___l __.:1...!ic!!!!~ .c:J
1st Enterprise Bank

Legal Ti~e of Bank

FDIC Certificate Number: 58321

FAEC 041

Page RC-12

I 24

Schedule RC-C-Continued

Part I. Continued

Memoranda - Continued Dollar Amounts in Thousands

Memorandum item 13 is to be completed by banks that hadconstruction, land development,

and otherlandloans (as reported in Schedule RC-C, partI, item 1.a, column B) that exceeded

100percent oftotalrisk·based capital (as reported in Schedule RC-R, item 21) as of

December31, 2008.

13. Construction, land development, and other land loans with interest reserves:

a. Amount of loans that provide for the use of interest reserves (included in

Schedule RC-C, part I, item 1.a, column B) _

b. Amount of interest capitalized from interest reserves on construction, land

development, and other land loans that is included in interest and fee income on loans

during the quarter (Included in Schedule Rl, item 1a.(l)(b» ¥2.!..!....

Memorandum item 14 is to be completed by all banks.

14. Pledged loans and lea5e5, '- '""'''''-.L. ..::J

M.l3.a

M.l3.b

M.14
1st Enterprise Bank

Legal Ti~e of Bank

FDIC Certificate Number: 58321

FFIEC 041

page RC-13

I 25

Schedule RC-D - Trading Assets and Liabilities

Schedule RC-D is to be completed by banks that reported average trading assets (Schedule RC-K, item 7)

of $2 million or more in any of the four preceding calendar quarters.

1

2

3

4.a

4.b

4.(

4.d

5.a.l

5.a.2

5.a.3

5.b

6.a.1

6.a.2

6.a.3.a

N/A 6.a.3.b.l

NIA 6.a.3.b.2

N/A 6.ao4

N/A 6.a.S

NlA 6.b

6.c.l

6.c.2

6.c.3

6.d

9

11

12

Dollar Amounts in Thousands

ASSETS

1. U.s. Treasury securities ---------------------------_+=""-if._---.:.::.:,:j

2. U.S. Government agency obligations (exclude mortgage-backed securibes) +==-+- ---'-::e:J

3. Securities issued by states and political subdivisions in the U.S. _

4. Mortgage-backed securibes (MBS):

a. Residential mortgage pass-through securities issued or guaranteed by FNMA, FHlMC, or GNMA _

b. Other residential MBS issued or guaranteed by FNMA, FHlMC, or GNMA

(include CMOs, REMICs, and stripped MBS) ---i--=""-j- ~~

c. All other residential MBS, I-"'=+- ..:..::e:J

d. Commercial MBS, _

5. Other debt securities

a. Structured financial products:

(1) Cash, f-""''''-t ...:..::e:J

(2) Synthetic'-- f-!='~---~~

(3) Hybrid,-:-_---:::- f-!='S'..j---~~

b. All other debt securities, _

6. Loans:

a. Loans secured by real estate:

(1) Construction, land development, and other land loans, _+-""~f._---.:.::.:,:j

(2) Secured by farmland (inclUding farm residential and other improvements) _

(3) Secured by 1-4 family residential properties:

(a) Revolving, open-end loans secured by 1-4 family residential properties

and extended under lines of credit _

(b) Oosed-end loans secured by 1-4 family residen~al properties:

(1) Secured by first liens, +!:Jl!!.!...j- -;~

(2) Secured by junior liens-,- -+..!:!!~f----~:1

(4) Secured by multifamily (5 or more) residenbal properties _+-"""-jf._---.:.::c,'l

(5) Secured by nonfarm nonresidential properties, +'""'''-!- -'.:c,:j

b. Commerdal and industrial loans-,- ---------j

C. Loans to individuals for household, family, and other personal

expenditures (i.e., consumer loans) (includes purchased paper):

(1) Credit cards, +="+ ~~

(2) Other revolving credit plans-,--,- +-'~+---~;::J

(3) other consumer Joans (includes single payment, installment, and all student loans) +''''''''+ ---'-::,:j

d. Other loans _

7. and B. Not applicable

9. Other trading assets _

10. Not applicable

11. Derivatives with a positive fair value +.=::'~------.:~

12. Total trading assets (sum of items 1 through 11) (must equai Schedule RC, item 5) J.="-L ___.:=

13.a

13.b

14

15

RCON 811 I Mil I Thou

ons 3546 NIA

F624 NIA

e fair value 3547 N/A

m of items 13.a through 14) (must equal Schedule RC, item 15) 3548 N/A

LIABILITIES

13. a. Liability for short positi

b. Other trading iiabilibes

14. Derivatives with a negativ

15. Total trading liabilities (su
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC O~l

Page RC-14

I 26

Schedule RC-D - Continued

M.l.a.l

M.l.a.2

M.l.a.3.a

M.l.c,l

M.l.c.2

M.l.c.3

M.l.d

M.2.a

M.2.b

M.3.a

M.3.b

M.3.c

MA.a

M.~.b

M.3.d

M.3.e

M.3.f

M.3.g

NiA M.l.a.3.b,1

N/A M.l.a.3.b,2

N/A M.l.aA

N/A M.l.a.5

N/A M.l.b

Dollar Amounts In Thousands

Memoranda

1. Unpaid prindpal balance of loans measured at fair value (reported in Schedule RC-D,

items 5.a.(1) through 5.d):

a. Loans secured by real estate:

(1) Construction, land development, and other land loans, f-.!:!e9.+ ~:;;j

(2) Secured by farmland (including farm residential and other improvements) _

(3) Secured by 1-4 family residential properties:

(a) Revolving, open-end loans secured by 1·4 family residential properties

and extended under lines of credit. _

(b) Closed-end loans secured by 1-4 family residential properties:

(1) Secured by first liens F628

(2) Secured by junior liens F629

(4) Secured by multifamily (S or more) residential properties F630

(S) secured by nonfarm nonresidential properties F631

b. Commercial and Industrial loans F632

c. Loans to individuals for household, family, and other personal

expenditures (Le., consumer loans) (includes purchased paper):

(1) Credit cards, +''''''''-+- ---'-:::.:J

(2) Other revolving credit plans,...,-- i-"~4_---~~

(3) Other consumer loans (includes single payment, installment, and all student loans) .j-!!!£'-I- ~~

d. Other loans, _

2. Loans measured at fair value that are past due 90 days or more:

a. Fair value',-_...,--...,-- -I-.':!>~f- ...;::::;I

b. Unpaid principal balance-:--:-__-:-:__'-- -j

3. Structured financial products by underlying collateral or reference assets (sum of

Memorandum items 3.a through 3.g must equal Schedule RC-D, sum of items 5.a.(1)

through (3)):

a. Trust preferred securities issued by financial institutions -l-"""'-ie- ...:.:::.:j

b. Trust preferred securities issued by real estate investment trusts, +'''''''-+ .:.:::,:j

c. Corporate and similar loans,__...,-- _

d. 1-4 family residential MBS issued or guaranteed by U.S. government-sponsored

enterprises (GSES) P"=-t- ~;,:t

e. 1~4 family residential MBS not issued or guaranteed by GSEs'-- I-"'''''''+ ---'.:::.:j

f. Diversified (mixed) pools of structured financial products ~~'4----~~

g. Other collateral or reference as5ets'-- _

4. Pledged trading assets:

a. Pleged securities I-"'''''-+- -'''','l

b. Pledged Loans _

Memorandum items 5 through 10 are to be completedby banks thatreported average

trading assets (Scheduie RC-K- item 7) of$1 biiiion or more in any ofthe four preceding

calendar quarters.

5. Asset-backed securities:

a. Credit card receivables -, _

b. Home equity Iines -f-~~----.::::;J

c. Automobile loans

d. Other consumer '-Io-an-s---------------------------+='+---~~

e. Commerdal and industrial loans, -I....!:!!:!L+_---...c~

f. other-,---,-,--,- -,- _

6. Retained beneficial interests in securitizations (first-loss or equity tranches) _

7. Equity securities:

a. Readily determinable fair values, -I....!:!~+_---...c~

b. Other---.,-__--:c-:-: ~J:!!2'+---~::;I

8. Loans pending securitization .L!'""'-L ~.:J
1st Enterprise Bank

Legal Title of Bank

FDIC certificate Number: 58321

FFIEC 041

Page RC-15

I 27

Schedule RC-D - Continued

Memoranda - Continued

Dollar Amounts in Thousands

9. Other trading assets (itemize and desaibe amounts included in Schedule RC-D, item 9,

that are greater than $25,000 and exceed 25% of the item):

a. F655 N/A

b. F656 NfA

c. F657 NfA

10. Other trading liabilities (itemize and describe amounts included in SChedule RC-D, item

B.b, that are greater than $25,000 and exceed 25% of the item):

TEXT a. F658 N/A

b. F659 N/A

C. F660 NfA

F658

F659

F660

M.9.a

M.9.b

M.9.c

N/A M.10.a

N/A M.10.b

N/A M.10.c
1st Enterprise Bank

Legal TItle of Bank

FDIC Certificate Number: 58321

FREC 041

Page RC-16

I 28

Schedule RC-E-Deposit liabilities

Transaction Accounts

Nontrans8ction

Accounts

4

5

1

2

3

7

6

(Column C)

Total

nontransaction

accounts

(including MMDAs)

Bil I Mil I Thou RCON 811 I Mil IThou RCON Bill Mil I Thou

(Column A) (Column B)

Total transaction Memo: Total

accounts (induding demand deposits

total demand (included in

Dollar Amounts' in Thousands deposits) column A)

Deposits of:

1. Individuals, partnerships, and corporations

(include all certified and official checksl ---Ic::::=-+-__--'==;;

2. U.S. Government, +====-+ ---;o

3. States and political subdivisions in the U.S., _

4. Commercial banks and other depository

Institutions in the U.S., +==-t ---;O

5. Banks in foreign countrtes, _

6. Foreign governments and official institutions

(including foreign central banks),c-_--,... _

7. Total (sum of items 1 through 6) (sum of

columns A and C must equal Schedule RC,

item 13.al --'-'='-'-__--"=:::L=::...L__--C:===::...L__--'"'='-'"

M.l.d,1

M,1.c.2

M,l.c.l

M,l.a

M,l.b

M,l.e

M.l.d.2

M,2,c,j

M,2,a,1

M.2,a,2

M.2,b

M,2,c

Memoranda

1. Selected components of total deposits (Le., sum of Item 7, columns Aand C):

a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts~ +==-+------'::.:;.I

b, Total brokered deposits, _

c. Fully insured brokered deposits (inducted in Memorandum Item l.b above): (1)

(1) Brokered deposits issued in denominations of less than $100,000 _

(2) Brokered deposits issued in denominations of $100,000 and certain brokered

retirement deposit accounts ---'

d. Maturity data for brokered deposits:

(1) Brokered deposits issued in denominations of less than $100,000 with a remaining

maturity of one year or less (included in Memorandum item 1.c.(l) above) ---i

(2) Brokered deposits issued in denominations of $100,000 or more with a remaining

maturity of one year or less (included in MemDl"andum item 1.b above) ---j

e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.s.

reported in item 3 above which are secured or collateralized as required under state law)

(to be completed for the December report only) 1

2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.c

must equal item 7, column C above):

a. Savings deposits:

(1) Money market deposit accounts (MMDAs) +:=+__..:.:;,:.:;~

(2) other savings deposits (excludes MMDAS) F=+ "'=~

b, Total time deposits of less than $100,000 -+~~---_=_~

c, Totai time deposits of $100,000 or more _

(1) Individual Retirement Accounts (IRAs) and Keogh Plan accounts induded in

Memorandum item 2.c, "Total time deposits of $100,000 or more," above ...L..:='-'- --==

Dollar Amounts in Thousands

(1) Report brokered retirement deposit accounts eligible for $250,000 in deposit insurance coverage in Memorandum item 1.c.(l) only if they

have been issued in denominations of less than $100,000 (see instructions). Report brokered retirement deposit accounts In Memorandum

item l.c.(2) if they have been issued either In denominations of exactly $100,000 through exactly $250,000 or in denominations greater

than $250,000 and participated out by the broker in shares of eXactly $100,000 through exactly $250,000 or less,
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: S8321

FFIEC 041

Page RC-17

I 29

Schedule RC-E-Continued

M.3.a.l

M.3.a.2

M.3.a.3

M.3.a.4

M.3.b

MA.a.l

M.4.a,2

M.4.a.3

MA.a.4

M.4.b

Memoranda - Continued

3. Maturity and repricing data for time deposits of less than $100,000:

a. 1ime deposits of less than $100,000 with a remaining maturity or

next repricing date of: (1, 2)

(1) Three months or less, I-''=+ ..;;;1

(2) Over three months through 12 months, +='+ ----'~

(3) Over one year through three years'-- ~:;:.;:;-+----~

(4) Over three years, _

b. 1ime deposits of less than $100,000 with a REMAINING MATURITY of one year or less

(included in Memorandum items 3.a.(I) and 3.a.(2) above) (3), _

4. Maturity and repricing data for time deposits of $100,000 or more:

a. Time deposits of $100,000 or more with a remaining maturity or

next repricing date of: (1, 4)

(1) Three months or less,----,----,-----,---------------------_F=+ ;.s:3

(2) Over three months through 12 months, +:=::+ -"'c:-=J

(3) Over one year through three years, -+':"::'O-1 -'-'C'l

(4) Over three years,c-:---,- ---,- ---,- _

b. Time deposits of $100,000 or more with a REMAINING MATURITY of one year or less

(included in Memorandum items 4.a.(I) and 4.a.(2) above) (3), -'-=:::...J --".:.:.:J

(1) Report fixed rate time deposits by remaining maturity and floating rate time deposits by next repricing date.

(2) Sum of Memorandum items 3.a.(I) through 3.a.(4) must equal Schedule RC-E, Memorandum item 2.b.

(3) Report both fixed and fioating rate time deposits by remaining maturity. Exclude floating rate time deposits with

a next repricing date of one year or less that have a remaining maturity of over one year.

(4) Sum of Memorandum items 4,a.(1) through 4.a.(4) must equal Schedule RC-E, Memorandum item 2,c,
1st Enterprise Bank

Legal T1~e of Bank

FDIC Certificate Number: 5B321

FFIEC 041

Page RC-1B

1_~30~-I1

Schedule RC-F-Other Assets

Dollar Amounts in Thousands RCON Bil I Mil IThou

3.a

3.b

4

5

6

6.a

6.b

6.c

1

2

6.d

6.e

6.1

6·9

7

e. 3549 Computer Software I Depreciation

f. 3550

g. 3551

7. Totai (sum of items 1 through 6) (must equal Scheduie RC, item 11) --.L:::::~ ...::!=

1. Accrued interest receivable (1) 1-'8~5~56~----"c;,2~9~6

2. Net deferred tax assets (2), 2148 B36

3. Interest-only strips receivable (not in the form of a security) (3) on:

a. Mortgage loans,_ _:_----------------------------+::=+----~

b. other financial assets~=~--_:::__:__:__:____:_:_:c:__:_-___:c:_------------+:=+---.,_;;~

4. Equity securities that DO NOT have readily determinable fair vaiues (4)--- -1~~J...._----.:~::::I

5. Ufe insurance assets,_:_-_:__:__:_------------------------+,~:+----:~

6. All other assets (itemize and describe amounts greater than $25,000 that exceed 25% '/':':'!':'f"!lmlL----,d a. x n

b.R rnlr I·vi

c. 0 (v iv wi h f if V I r

d. Retained interests in accrued interest receivable related to

TE ( r r

Schedule RC-G-Other Liabilities

Dollar Amounts In Thousands BlI I Mil I Thou

4.e

4.1

4.g

5

1. a. Interest accrued and unpaid on deposits (5) :_-----___:__:_----------f~~1__--....,,=9~ La

b. Other expenses accrued and unpaid (includes accrued income taxes payable) 2,222 l.b

2. Net deferred tax iiabilities (2) 0 2

3. Allowance for credit losses on off·balance sheet credit exposures 221 3

4. All other liabilities (itemize and describe amounts greater than $25,000 that exceed 250h f hi 549 4

a. P I 3066 4,a

~l U

c. ·vi 2932 4.c

d. Derivatives with a negative fair value held for purposes other than trading C012 4.d

e. 3552 Landlord Portion of Lease Hold Improvement I Accum Depreciation LHI

f. 3553

g. 3554

S. Total (sum of items 1 through 4) (must equal SChedule RC, item 20) -L="'-J ~~

(1) Includes accrued interest receivable on loans, leases, debt securities, and other interest-bearing as~ets.

(2) See discussion of deferred income taxes In Glossary entry on "income taxes."

(3) Report interest~only strips receivable in the form of a security as available-far-sale seCUrities

in Schedule Re, item 2.b, or as trading assets in Schedule Re, item 5, as appropriate.

(4) Includes Federal Reserve stock, Federal Home Loan Bank stock, and bankers' bank stock.

(5) For savings banks, include "dividends" accrued and unpaid on deposits.
1st Enterprise Bank

Legal11tle of 8ank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-19

I 31

Schedule RC-K-Quarterly Averages (1)

6.d.2

6.d.l

6.b.l

6.b.2

6.c

6.a

4

5

2

3

1

10

7

8

9

13

l1.a

l1.b

l1.c

12

Dollar Amounts in Thousands

ASSETS

1. Interest-bearing balances due from depository institutions,__-::-:- _

2. U,S. Treasury securities and U.S. Government agency obligations (2)

(excluding mortgage-backed securities), -+=:o-f-__="":'::1

3. Mortgage-backed securioes (2),-,---,-----,---------------------1.

4. All other securities (2, 3) (includes securities issued by states and

political subdivisions in the U.S.) ~===-+__--'==,~

5. Federal funds sold and securities purchased under agreements to resell _

6. Loans:

a. Totalloans, _

b. Loans secured by real estate:

(1) Loans secured by 1-4 family residential properties, I-:-=+-_-~""'~

(2) All other loans secured by real estate' -+-=::-1r--__"""~

c. Commerdal and industrialloans, _

d. Loans to individuals for household, family, and other personal expenditures:

(1) Credit cards,.,-_--,- .,- .,- _

(2) Other (includes single payment, installment. all student loans,

and revolving credit plans other than credit cards) _

7. To be compleled by banks wllh $100 million or more in tolal assels: (4)

Trading assets,__.,-.,--,-.,--,-__:-__-,- I--:c::-:--I8. Lease finandng receivables (net of unearned income) -j-.,;::;;;-/-__-;;;;-;-;;a

9. Total assets (5) _

LIABILITIES

10. Interest·bearing transaction accounts (NOW accounts, ATS accounts, and telephone

and preauthorized transfer accounts) (exclude demand deposits) _

11. Nontransaetion accounts:

a. Savings deposits (includes MMDAS), --------------------+==-+------':.::;~c:j

b. 11me deposits of $100.000 or more -I-=:'+ -=:=I

c. Time deposits of iess than $100,000 ---------------------~=+-----.:.:::;,j

12. Federal funds purchased and securities sold under agreements to repurchase' _

13. To be compleledby banks wllh $100 million or more in lotal assels: (4)

Other borrowed money (Includes mortgage indebtedness and obligations under

capitalized leases) ,..::::::::..L- .:J

Memorandum

Memorandum item 1 is to be completed by: (4)

• banks with $300 million or more in total assets, and

• banks with less than $300 million in total assets that.have loans

to finance agriculturalproduction and other loans to farmers

(Schedule RC-C, part 1, item 3) exceeding five percentoftota/loans.

1. Loans to finance agricUltural production and other loans to farmers L-==--'- -'-:c.:J M.l

(1) For all items, banks have the option of reporting either (1) an average of DAllY figures for the quarter,

or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the quarter).

(2) Quarterly averages for all debt securities should be based on amortized cost.

(3) Quarterly averages for all equity securities shOUld be based on historical cost.

(4) The asset size tests and the five percent of total loans test are generally based on the total assets and total loans reported on the

June 30, 2008, Report of Condition.

(5) The quarterly average for total assets should reflect all debt securities (not held for trading) at amortized cost, equity

securities with readily determinable fair values at the lower of cost or fair value, and equity securities without readily

determinable fair values at historical cost.
1st Enterprise Bank

LegalUle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-20

I 32

Schedule RC-L-Derivatives and Off-Balance Sheet Items

Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts

reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk.

I.c.2

I.d

I.e

2

3.a

4

2.a

3

l.a

I.b

6

I.c.1.b

1.e.1.a

7.b.(1)

7.b.(2)

7.a.(1)

7.a.(2)

7.a.(3)

7.a.(4)

7,c.(2)(c)

7.c.(1)(a)

7.c.(1)(b)

7.c.(2)(b)

7.c.(2)(a)

Dollar Amounts in Thousands

1. Unused commitments:

a. Revolving, open-end Jines secured by 1-4 family residential properties, e.g" home equity lines ~+:=:+ ,"",,,;:I

b. Credit card Iinos --------------'

c. (1) Commitments to Fund commercial real estate, construction, and land development loans

secured by real estate:

(a) 1-4 family residential construction loan commitments _

(b) Commercial real estate, other construction loan, and land

development loan commitments _

(2) Commitments to fund commercial real estate, construction, and land development loans

NOT secured by real estate'- +=:o-t --;:J

d. Securities underwriting ~--------------------- f-"=+----==o"l e. Other unused commitments. f-=-==-t---'7c:-:-::i

2. Rnancial standby letters of credit. _

Item 2.a;s to be completed by banks with $1 billion ormore in total assets.~ rcc=-,------~c:

a. Amount of financial standby letters of credit conveyed to others, ---'--=3=82=0__'___ ___:.;;;.;

3. Perfonmance standby letters of credit _

Item 3.a is to be completed by banks with $1 billion ormore in total assets. r:::=,------;:c:;;-

a. Amount of perfonmance standby letters of credit conveyed to others~ "_'3=82=2__'___ ___:.;;;.;

4. Commercial and similar letters of credit~ _

5. Not applicable

6. Securities lent (including customers' securities lent where the customer is indemnified

against loss by the reporting bank), ,- --, _

(Column A) (Coiumn B)

7. Credit derivatives: Sold Protection Purchased Protection

a. Notional amounts: RCON Bil I Mil I Thou RCON BII I Mil I Thou

(1) Credit default swaps C968 a C969 a

(2) Total return swaps C970 0 C971 0

(3) Credit options C972 0 C973 0

(4) Other credit derivatives C974 0 C97S

°

b. Gross fair values:

(1) Gross positive fair value' --+.:::::=-If- -,;;r:=+ --;;

(2) Gross negative fair value -----L::=-L----..:.J.=:::..J------=

c. Notional amounts by regulatory capital treatment:(2)

(1) Positions covered under the Market Risk Rule:

(a) Sold protection f""""-j --;<1

(b) Purchased protection _

(2) All other positions:

(a) Sold protection _

(b) Purchased protection that is recognized as a guarantee for regulatory capital

purposes:-__:-:-_:- :- -----:---:------:c---:c---

(e) Purchased protection that is not recognized as a guarantee for regulatory capital

purposes. L""-'i"-'- -.::J

(1) The $1 billion asset size test is generally based on the total assets reported in the June 30, 200B, Report of Condition.

(2) Sum of items 7.c.(1)(a) and 7.c.(2)(a) must equal sum of items 7.a.(1) through (4), column A. Sum of items 7.c.(1)(b), 7.c.(2)(b) and 7.c.(2)(c)

must equal sum of items 7.a.(1) through (4), column B.
1st Enterprise Bank

Legallide of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-21

I 33

Schedule RC-L-Continued

Remaining Maturity of:

h - 3'135

b. 5592 5592

c. 5593 5593

d. 5594 559'1

e. 5595 5595

7.d.(2)(a)

7.d.(2)(b)

10

9.a

9.b

9

8

7.d.(1)(a)

7.d.(1)(b)

9.c

9.d

9.e

9.1

10.a

1O.b

1O.c

10.d

1O.e

l1.a

l1.b

(Column B) (Column C)

over One Year Over Five Years

Through Five Years

RCON Bil I Mil I Thou

(Column A)

Dollar Amounts in Thousands

7.d. Notional amounts by remaining maturity:

(1) Sold credit protection:(l)

(a) Investment grade ----------+==+-----;jc.:;~+_----~~~----~ (b) Subinvestment grade _

(2) Purchased credit protection:(2)

(a) Investment grade +=~+-----;j..::::=.:..+_----~~~----~

(b) Subinvestment grade ~:=.:..l- _"L~:::J. ~:L..:~..L ..::J

a. Spot foreign exchange contracts :

9. All other off-balance sheet liabilities (exclude derivatives) (itemize and describe each component

of this item over 25% of Schedule RC, item 27.a, "Total bank equity capital") _

TEXT

a. r' i IT W 3432

b. mi n rh wh- 'f 3434

c. Standby letters of credit issued by a Federal Home Loan Bank

nh k' hlf C978

d. 3555 3555

e. 3556 3556

f. 3557 3557

10. All other off-balance sheet assets (exdude derivatives) (itemIze and describe each component

of this item over 25% of Schedule Re, item 27.8, "Total bank equity capital") _

TEXT

11. Year-to-date merchant credit card sales volume:

a. Sales for which the reporting bank is the acquiring bank -f.::=:::..j~-----.:~

b. Sales fur which the reporting bank is the agent bank with risk ---l~::::..l- ::J

(1) Sum of items 7.d.(1)(a) and (b), columns A through C, must equal sum of items 7.a.(1) through (4), column A.

(2) Sum of items 7.d.(2)(a) and (b), columns A through C, must equal sum of items 7.a.(1) through (4), column B.
1st Enterprise Bank FFIEC 041

Legal Title of Bank Page RC-22

FDIC Certificate Number: 58321

I 34

Schedule RC-L-Continued

Dollar Amounts in Thousands (Column A)

Interest

Derivatives Position Indicators Rate

Contracts

12. Gross amounts (e.g., notional amounts)

(for each column, sum of items 12.a through

12.e must equal sum of items 13 and 14):

a. Futures contracts

0 12.a

RCON 8697 RCON 8700

b. Forward contracts

0 12.b

c. Exchange-traded option contracts: RCON 8701 RCON 8704

(1) Written options

0 12.0.1

RCON 8705 RCON 870B

(2) Purchased options

0 12.c.2

d, Over-the-counter option conlTacts: RCON 8709 RCON 8712

(1) Written options

0 I2.d.I

RCON 8713 RCON 8716

(2) Purchased options

0 12.d.2

RCON 3450 RCQN 8720

e. Swaps

0 12.e

13. Totai gross notional amount of RCON A126 RCON 8724

derivative contracts held for trading 13

14. Total gross notional amount of

derivative contracts held for

purposes other than tradin 14

a. Interest rate swaps where the bank

has agreed to paya fixed rate 14.a

15. Gross fair values of derivative contracts:

a. Contracts held for trading:

(1) Gross positive fair value 15.a.I

(2) Gross negative fair value 15.a.2

b. Contracts held for purposes other

than trading:

(1) Gross positive fair value

0 I5.b.l

RCON 8745 RCON 8748

(2) Gross negative fair value

0 15.b.2
1st Enterprise Bank

LeQal Title of Bank

FDIC Certificate Number: 58321

FREC 041

Page RC~23

I 35 I

Schedule RC-L-Continued

Item 16 is to be completed only by banks with total assets of $10 billion or more.(l)

(Column A)

Banks

and

(Column B)

Monoline

Financial

(Column C)

Hedge Funds

(Column D)

Sovereign

Governments

(Column E)

Corporations and All

Other Counterparties

I6.b(S)

16.b(4)

16.b(5)

16.b(6)

16.b(7)

16.a

16.b(1)

16.b(2)

16.b(3)

Dollar Amounts in Thousands

16. Over-the-counter derivatives:

a. Net current credit exposure

b. Fair value of collateral: _

(1) Cash U.S. dollar \:l"t~~ 1'1'1"" """t.::"t I'I'IM I.:>"t.l;) IW"" """t.::u 1\1/1"\ 1.:1'1'::1 1\111'"\

(2) Cash - Other currencies G428 NIA G429 NIA G430 NIA G431 NIA G432 NIA

(3) U.S. Treasury securities, .... A...... "'11/\ ........ A 10.1//\ ,.A...... ...11.. "A~~ 0. .. 1\ _.~_ ."A

(4) U.S. Government agency

and U.S. Governmentsponsored agency

debt securities I.:Iq~l:I I'I/M \7t.:l~ I'l'IM \:>qqU I'\IIM \:J't'H 1\l/M I,:,qq" ''lIM

(5) Corporate bonds G443 NIA G444 NIA G445 NIA G446 NIA G447 NIA

(6) Equity securities G448 NIA G449 NIA G450 NIA G451 NIA G452 NIA

(7) All other collateral ~. .... .... . ..• .... . ...

(8) Total fair value of collateral

(sum of items

16.b.(1) through (7» I ""'1;;10 1 "U""I ~";:):1 I 1'/""1 \,;I'1QV I """"1 \,;1'10.1 I 1'\11""1 ""'10'"' 1 ""1"\'

(1) The $10 billion asset size test is generally based on the total assets reported on the June 30/ 2008, Report of Condition.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-24

I 36

Schedule RC-M-Memoranda

l.a

5.a.2

S.a.3

5.a.1.a

S.a.1.b

5.a.1.c

5.a.1.d

5.b.1.a

5.b.1.b

S.b.1.c

S.b.l.d

5.b.2

S.C

1.b

2.a

2.a.l

2.b

2.c

2.d

5508 0 3.a

5S[]9 0 3.b

5510 0 3.c

5511 0 3.d

5512 0 3.e

C979 0 3,(

2150 0 3.g

Number

Dollar Amounts in Thousands

1. Extensions of credit by the reporting bank to its executive officers, directors, principal

shareholders, and their related interests as of the report date:

a. Aggregate amount of all extensions of credit to all executive officers, directors, principal

shareholders, and their related Interests, _

b. Number of executive officers, directors, and prindpal shareholders to whom the amount of

all extensions of credit by the reporting bank (Including extensions of credit to

related interests) equals or exceeds the lesser of $500,000 or 5 percent RCON

of total capital as defined for this purpose in agency reguJations, .c..::6""6::S--'-- ___=_

2, Intangible assets other than goodwill: .

a. Mortgage servicing assetsc- -r:=:....- ____;;:

(1) Estimated fair value of mortgage servicing assets, ---'.:.A;:S"' 90:....L '"

b, Purchased credit card relationships and nonmortgage servicing assets, r.::::::+ :<! c. All other identifiable intangible assets, -I'_:_:_::::_t-----~

d. Total (sum of Items 2.a, 2.b, and 2.c) (must equal Schedule RC, Item 1O.b)-'- _

3. Other real estate owned:

a. Construction, land development, and other land, I-:::==--1- --oJ

b. Farmland,__,----,---- ~=+_----~

c. 1-4 family residential properties,c-:__,---- f-=::-1-------c:<!

d. Multifamily (5 or more) residential properties, +='-+ -.:::I

e. Nonfarm nonresidential properties, c-=':::..:f------';I

f. Foreclosed properties from "GNMA loans" +-:=+ ---.:~

g. Total (sum of items 3.a through 3.f) (must equal Schedule RC, item 7) _

4. Not applicable

S. Other borrowed money:

a. Federal Home Loan Bank advances:

(1) Advances with a remaining maturity or next repricing date of: (1)

(a) One year or less ---------------------------If-':'=--1-----~

(b) Over one year through three years ---------------------If-':::::'-J-----.;J

(c) Over three years through five years ---------------------f-=:::-If-----3

(d) Over five years _

(2) Advances with a REMAINING MATURITY of one year or less (included in item

5.a.(1)(a) above) (2) --,----,----,----,-----,----,----,----,----,----,--------------J-::~f_----:<I

(3) Structured advances (induded in Items 5.a.(1)(a) - (d) above) _

b. Other borrowings:

(1) Other borrowings with a remaining maturity or next repridng date of: (3)

(a) One year or less -,----,----------------------------1--:::=-+------;;1

(b) Over one year through three years ---------------------1-=;:-f-----ij

(c) Over three years through five years ---------------------r-=:::..:----,----~

(d) Over five years ,.-,-c-:-:--,----c--=----,---------------------

(2) Other borrowings with a REMAINING MATURITY of one year or less (included in

Item S.b.(l)(a) above) (4) ----------------------+==.:,:+--------"1 c. Total (sum of items S.a.(l)(a)-(d) and items 5.b.(1)(a)-(d» (must equal SChedule RC, item 16) ---'-='-'- -=.1

(1) Report fixed rate advances by remaining maturity and floating rate advances by next repricing date.

(2) Report both fixed and floating rate advances by remaining maturity. Exdude floating rate advances with a next

repricing date of one year or Jess that have a remaining maturity of over one year.

(3) Report fixed rate other borrowings by remaining maturity and floating rate other borrowings by next repricing date.

(4) Report both fixed and fioating rate other borrowings by remaining maturity. Exclude fioating rate other borrowings

with a next repridng date of one year or less that have a remaining maturity of over one year.
1st Enterprise Bank

Legal T1~e of Bank

FDIC Certificate Number: 58321

FREC 041

Page RC-25

I 37

Schedule RC-M-Continued

Dollar Amounts in Thousands RCQN YES I NO

6. Does the reporting bank sell private iabel or third party mutual funds and annuities? -'-.::B5::6:;.9..L__Y"E::S=----' 6

, --.J~BC5070N Bill Mil I Thou 01 7

7, Assets under the reporting bank's management in proprietary mutual funds and annuities_

8

YES / NO

4088 YES I 9

10.a

10.b

RCON YES / NO

G463 NO 11

RCQN YES / NO

G464 NO 12

9. Do any of the bank's Intemet Web sites have transactional capability, i.e., allow the

bank's customers to execute transactions on their accounts through the Web site? --'

B. Primary Intemet Web site address of the bank (home page), if any

(Example: www.examplebank.com)

(TEXT 40B7) http://www.lstenterprisebank.com

10. Secured liabilities:

a. Amount of "Federal funds purchased" that are secured (included in Schedule Re, item 14.a) _

b. Amount of "Other borrowings" that are secured (included in Schedule RC-M,

items S.b.(l)(a)-(d)) l...c::=

11•.Does the bank act as trustee or custodian for Individual Retirement Accounts, Health

Savings Accounts, and other similar accounts? -L:::.:.::::.J__.::.:=--_--'

12. Does the bank provide custody, safekeeping, or other services involving the acceptance of

orders for the sale or purchase of securities? ---'-"'-'-'-L-_.::.::::..._---'
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 5B321

FREC 041

Page RC-26

I 38

Schedule RC-N-Past Due and Nonaccrual Loans, Leases, and Other Assets

1.a.2

1.b

I.e. 1

1.a.l

1.c.2.a

1.c.2.b

l.d

1.e.l

2

5.a

1.e.2

5.b

4

9

6

7

8

(Column C)

Nonaccrual

Bil t Mil t Thou Bill Mill Thou

(Column A)

Past due

30 through 89

days and still

accruIng

Dollar Amounts In Thousand

1. loans secured by real estate:

a. Construction, land developmentl and other land loans:

(I) 1~4 family residential construction 108ns, _

(2) Other construction loans and all land

development and other land loans' -I-':=+ --3-'!::=--f-- ::I-~C+----....:;I

b. Secured by farmland,_-,_-, _

c. Secured by 1~4 family residential properties:

(1) Revolving, open-end loans secured by

1-4 family residential properties and

extended under lines of credit. --'

(2) Closed-end loans secured by 1-4 family

residential properties:

(a) Secured by first liens~ +=::+----~t_:'=_1_---_ _;J_~~----~

(b) Secured by junior Iiens, _

d. Secured by multifamily (5 or more) residential

properties, _

e. Secured by nonfarm nonresidential properties:

(I) loans secured by owner-occupied nonfarm

nonresidential properties. _

(2) Loans secured by other nonfarm

nonresidential propertles, _

2. Loans to depository institutions and

acceptances of other banks _

3. Not applicable

4. Commercial and industrialloans, _

5. loans to indiViduals for household, family,

and other personal expenditures:

a. Credit cards,-,-:-:__-,-:-,-, _

b. other (includes single payment, installment,

all student loans, and revolving credit plans

other than credit cards)__-,-: _

6. Loans to foreign governments and official

institutions; +=;+ ~~=+_----c:+~~----~

7. All other loans (1)----------------j~=_I_---___;;E':=+__---~~~+_----~ 8. Lease financing receivables -I

9. Debt securities and other assets (exclude other

real estate owned and other repossessed assets) J.::::::..J ---'::L:~:..L ~t..=~L ::J

(1) Includes past due and nonacc.:rual "loans to finance agricultural production and other loans to farmers, n "Obligations (other than

securities and leases) of states and political subdivisions in the U.S.," and "Other loans."
1st Enterprise Bank

L"9al Title of Bank

FDIC certificate Number: 58321

FFlEC 0~1

Page RC-27

I 39

Schedule RC-N-Continued

Amounts reported in Schedule RC-N, items 1 through 8, above include guaranteed and unguaranteed portions of past due and

nonaccrualloans and leases. Report in item 10 below certain guaranteed loans and leases that have already been included in

the amounts reported in items 1 through 8.

lD.b

10.a

10

(Column C)

Nonaccrual

(Column B)

Past due 90

days or more

and still

(Column A)

Past due

30 through 89

days and stiH

accruing

Dollar Amounts in Thousands RCON Bil I MIl I Thou

10. Loans and leases reported in items 1

through 8 above which are wholly or partially

guaranteed by the U.S. Government~ _

a. Guaranteed portion of loans and leases

included in item 10 above (exclude rebooked "GNMA loans")

b. Rebooked "GNMA loans" that have been

repurchased or are eligible for repurchase Included

in item 10 above' -L="-J. --=l.::=-'-- --'"~~L ::J
1st Enterprise Bank

Legal TiUe of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-28

I 40

Schedule RC-N-Continued

M.1.a

M.3,b

M.1.b

M.2

M.3.a

M.3.c

M.3.d

M.4

M.5.a

M.5.b.1

M.5.b.2

(Column C)

Nonaccrual

(Column B)

Past due 90

days or more

and still

Bill Mit I Thou

(Column A)

Past due

30 through 89

days and still

Memoranda accruing

Dollar Amounts in Thousand

1. Restructured loans and leases included in Schedule RC-N,

items 1 through 8, above (and not reported in

Schedule RC-C, Part 1, Memorandum item 1):

a, Loans secured by 1-4 family residential

properties' -I

b. Other loans and all leases (exclude loans to

individuals for household, family, and other

personal expenditures) ---!

2. Loans to finance commercial real estate,

construction, and land development activities

(not secured by real estate)

included in Schedule RC-N, items 4 and 7, abave _

3. Memorandum items 3.a through 3.dare to be completed

by banks with $300 miilion in total assels: (I)

a. loans secured by real estate to non.~U.S. addressees

(domicile) (included in Schedule RC-N, item 1, above)

b. Loans to and acceptances of foreign banks

(Included in Schedule RC-N, item 2, abave) _

c. Commercial and industrial loans to non-U.S.

addressees (domicile) (induded in

Schedule RC-N, item 4, above) _

d. Leases to individuals for household, family,

and other personal expenditures (included

in Schedule RC-N, item 8, above) _

Memorandum item 4 is to be completedby: (1)

• banks with $300 mil/ion or more in total assets

• banks with less than $300 mil/ion in total assets

that have loans to finance agriculturalproduclion and

otherloans to farmers (Schedule RC-C, partIr item 3)

exceeding five percent oftotalloans:

4. Loans to finance agricultural production and other loans to

farmers (included in Schedule RC-N, item 7, above)' _

S. Loans and leases held for sale and loans measured at fair

value (included Schedule RC-N, items 1 through 8, above):

a. loans and leases held for sale'--- _

b. Loans measured at fair value:

(1) Fair value':_~__:_:_-------_--_+_;;;:;+----~_;;;~----__;a~;:_j----~ (2) Unpaid principal balance, -'-'-":::.JL ::L:~'_'_ __::~~.L

(1) The $300 million asset size test and the five percent of total loans test are generally based on the total assets and total loans reported on

the June 30, 2008, Report of COndition.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 5B321

FFIEC 041

Page RC-2S

I 41

Schedule RC-N-Continued

Memoranda--continued

I

RCON

7. Additions to nonaccrual assets during the quarter . C41Q

8. Nonaccrual assets sold dUring the quarter C411

M.7

M.8

Bill Mill Thou ~I

M.6

(Column B)

Past due 90

days or more

RCON BlI I Mil r Thou

(Column A)

Past due 30

Dollar Amounts in Thousands through 89 days

Memorandum item 6 is to be completed by RCON Bil I Mil I Thou

banks with $300 million or more in total assets: (1)

6. Derivative contracts:

Fair value of amounts carried as assets, -'-=::....L =.:c..:='-'- ---'-=

(1) The $300 million asset size test is generally based on the total assets reported on the June 30, 2008, Report of Condition.

Schedule RC-O-Other Data for Deposit Insurance and FICO Assessments

S

1

2

4

7.a

7.b

7.c

7.d

G469 0 8:a

G470 0 8.b

G471 0 8.c

G472 0 8.d

GB03 0 9

1. Total deposit liabilities before exclusions (gross) as defined in Section 3(1) of the Federal

Deposit Insurance Act and FDIC regulations -----------------~---+::::O+---==c:;;I

2. Total allowable exclusIons, including interest accrued and unpaid on allowable exclusions __

3. Not applicable

4. Total daily average of deposit liabilities before exclusions (gross) as defined In Section 3(1)

of the Federal Deposit Insurance Act and FDIC regulations ____,_--------------

5. Tota! daily average of allowable exclUSions, Including interest accrued

and unpaid on allowable exclusions _

6. Not applicable

7. Unsecured "Other borrowings" with a remaining maturity of (sum of items 7.a through 7.d

must be less than or equal to Schedule RC-M, items 5.b.(1)(a)-(d) minus item 10.b):

a. One year or less _

b. Over one year through three years' +:=::::-t --;;J

c. Over three years through five years, E-=+

d. Over five years, _

8. Subordinated notes and debentures with a remaining maturity of (sum of items 8.a through

B.d must equal SchedUle RC, item 19):

a. One year or less _

b. Over one year through three years' +='::"-t --;;J

c. Over three years through five years t::=-Id. Over five years~_,_-_:__::____,_:__..,___:__,___-------_:-_:_---:-------

9. Reciprocal brokered deposits (included in Schedule RC-E, Memorandum item l.b), '-"=.l-. .'-J

All banks must complete items 1 and 2, items 7 through 9, Memorandum item 1, andJ if applicable, Memorandum

items 2, 3 and 4 each quarter. Each bank that reported $1 billion or more in total assets in its March 31, 2007, Report of

Condition must complete items 4 and 5 each quarter. In addition, each bank that reported $1 billion or more in total assets in two

consecutive Reports of Condition beginning with its June 3D, 2007, report must begin to complete items 4 and 5 each

quarter starting six months after the second consecutive quarter in which it reports total assets of $1 billion or more.

Each bank that becomes insured by the FDIC on or after April!, 2007, must complete items 4 and 5 each quarter. Any

other bank may choose to complete items 4 and 5, but the bank must then continue to complete items 4 and 5 each

quarter thereafter.

Dollar Amounts in Thousands
1st Enterprise Bank

Legal Ti~e of Bank

FDIC Certificate Number: 58321

FFIEC 04!

Page RC-30

I 42

Schedule RC-O-Continued

M.La.!

M.1.a.2

M.1.b.l

M.1.b.2

M.1.d.2

M.l.d.l

M.1.c.2

M,l.c.!

M.2

Dollar Amounts in Thousands

Memorandum

(2) Number of retirement deposit accounts of more than $250,000 ...J."'F04::.:.:8-"--- --'-

1. Total assessable deposits of the bank, including related interest accrued and unpaid

(sum of Memorandum items 1.a.(l), 1.b.(l), 1.c.(l), and 1.d.(l) must equal Schedule

RC-O, item 1 Jess item 2):

a. Deposit accounts (excluding retirement accounts) of $250/000 or less: (1)

(1) Amount of deposit accounts (excluding retirement accounts) of $250/0~~r:-iIf""'7.=7:-=-­

(2) Number of deposit accounts (excluding retirement accounts) bR::,C=:O::N+---,==:=:,=

of $250/000 or less {to be completed for the June report only) ..1-F-'0,,50'--L ---'---'

b. Deposit accounts (excluding retirement accounts) of more than $250/000: (1)

(1) Amount of deposit accounts (excluding retirement accounts) of more t'P'JlU~!ll.!I!l!!IL.__

(2) Number of deposit accounts (excluding retirement accounts) RCON

of more than $250,000, L-'-FO"'5"'2..1- _

c. Retirement deposit accounts of $250,000 or Jess: (1)

(1) Amount of re~rement deposit accounts of $250,000 or less --------r==,---;;=~::__

(2) Number of re~rement deposit accounts of $250,000 or less RCON

(to be completed for the June report aniy) J...:.: F04:.:::6.L -'.:.:..:

d. Retirement deposit accounts of more than $250,000: (1)

(1) Amount of retirement deposit accounts of more than $250,000 ---,-=-==,---:-:_.,.-_

RCON Number

Memorandum item 2 is to be completed by banks with $1 billion or more in total assets. (2)

2. Estimated amount of uninsured assessable deposits, induding related interest

accrued and unpaid (see instructions) (3) L.::::::.:...L -'.::.:J

3. Has the reporting institution been consolidated with a parent bank or savings assodation

in that parent bank's or parent saving assodation's Call Report or Thrift Rnancial Report?

If so, report the legai title and FDIC certificate Number of the parent bank or parent savings

association:

TEXT FDIC Cert No. 01 ~r--------------------------- M.3

Memorandum items 4.a and 4.b are to be completed by all banksparticipating in the

FDIC Transaction Account Guarantee Program.

4. Noninterest-bearing transaction accounts (as defined in part 370 of the FDIC's regulations)

of more than $250/000 (see instructions):

a. Amount of noninterest·bearing transaction accounts of more than $250,000

(including balancesswept from noninterest·bearing transaction accounts to

noninterest-bearing savings accounts).------------------r-::::::-:,...,.,.--.-__- b. Number of noninterest-bearing transaction accounts of more RCON Number

than $250,000 J-:::!:.:6=-8.1- G -'-14-=2

MA.a

MAb

(1) The dollar amounts used as the basis for reporting in Memorandum items La through l.d reflect the deposit

insurance limits in effect on the report date.

(2) The $1 billion asset size test is generaily based on the total assets reported on the June 30, 2008, Report of Condition.

(3) Uninsured assessable deposits should be estimated based on the deposit insurance limits set forth in Memorandum items

1.a through l.d without taking into account a bank's participation in the FDIC's Debt Guarantee Program

or Transaction Account Guarantee Program.
1st Enterprise Bank

legal Title of Bank

FDIC Certificate Number: 58321

FFlEC 041

Page RC-31

I 43

Schedule RC-P-1-4 Family Residential Mortgage Banking Activities

Schedule RC-P 15 to be completed by (1) all banks with $1 billion or more in total assets' and (2) banks with less than $1 billion in total

assets at which either 1-4 family residential mortgage loan originations and purchases for resale2 from all sources, loan sales, or

quarter-end loans held for sale exceed $10 million for two consecutive quarters.

1. Retail originations during the quarter of 1-4 family residential mortgage

loans for 5Ole:(2)

a. Closed-end first liens ----------------------------1-==-1----7.7:1

b. Closed-end junior liens -:----:---::-_:----,,- _

c. Open-end loans extended under lines of credit:

(1) Total commitment under the lines of credit~ +=::'_t---_,:7;';;1

(2) Prtncipal amount funded under the lines of credit~ _

2. Wholesale originations and purchases during the quarter of 1-4 family

residential mortgage loans for sale:(2)

a. Closed-end first liens ---'-------------------------1-==-1----7.7:1

b. Oosed·end junior liens -:----:---::----,,-:----,,- _

c. Open-end loans extended under lines of credit:

(1) Total commitment under the lines of credit, r=::'-t----:7:-:'l

(2) Principal amount funded under the lines of credit. _

3. 1-4 family residential mortgage loans sold during the quarter:

a. Closed-end first liens -----------------------------+-=-c:...f_---~ b. Closed-end junior liens

c. Open-end loans extended under lines of credit:

(1) Total commitment under the lines of credit. r.c:::-'-+ :7:-:'l

(2) Principal amount funded under the Jines of credit~ _

4. 1-4 family residential mortgage loans held for sale at quarter·end (induded in

Schedule RC, Item 4.a):

a. Closed-end first liens ----------------------------+-=-~f_---~ b. Closed-end junior liens _

c. Open-end loans extended under lines of credit:

(1) Total commitment under the lines of credit~~ +';;:;~---___i~

(2) Principal amount funded under the lines of credit _

5. Noninterest income for the quarter from the sale, securitization, and selVicing of 1-4 family

residential mortgage loans (included in Schedule RI, items 5.f, 5.g, and 5.i):

a. Closed-end 1-4 Family residential mortgage 10ans, -1...:,:":'-1- 7.';'"

b. Open-end 1-4 family residential mortgage loans extended under lines of credit~ _

6. Repurchases and indemnifications of 1-4 family residential mortgage loans dUring

the quarter:

a. Closed-end first liens, f-"=-+- --:-::':'I

b. Closed-end junior liens, ---,,- _

c. Open-end loans extended under line of credit:

(1) Total commitment under the lines of credit. r.c:::"--f :7:-:'l

(2) Principal amount funded under the lines of credit. --'-=c:....L ""-"

(1) The $1 billion asset size test is generally based on the total assets reported on the June 30, 2008, Report of Condition.

(2) Exclude originations and purchases of 1-4 family residential mortgage loans that are held for investment.

La

I.b

I.c.1

I.c.2

2.a

2.b

2.0.1

2.c,2

3.a

3.b

3.c.l

3.0.2

4.a

4.b

4.C.1

4.c.2

5.a

S.b

6.a

6.b

6.0.1

6.0.2
1st Enterprise Bank

Legal Title of Bank

FDIC certificate Number: 58321

FFIEC 041

Page RC-32

I 44 I

Schedule RC-Q-Assets and Liabilities Measured at Fair Value on a Recurring Basis

Schedule RC-Q is to be completed by banks that:

(1) Had total assets of $500 million or more as of the beginning of their fiscal year; or

(2) Had total assets of less than $500 million as of the beginning of their fiscal year and either:

(a) Have elected to report financial instruments or servicing assets and liabilities at fair value

under a fair value option with changes in fair .value recognized in earnings, or

(b) Are required to complete Schedule ReND, Trading Assets and Liabilities.

(Column A)

Total Fair Value

Reported on

Schedule RC

(Column B)

LESS: Amounts

Netted in the

Determination

(Column C)

Levell Fair Value

Measurements

(Column D)

level 2 Fair Value

Measurements

(Column E)

Level 3 Fair Value

Measurements

Dollar Amounts in Thousands

ASSETS

1. Available-for-sale securities

2. Federal funds sold and securities

purchased under agreements

to resell I\:1.,'0 I '''''"'1 \Tf1::1 I '''''"'I \:I"10V I 1"''"'1 \TIO~ I ·..'.....1 \:I"10L 1 '..'.....1

3. loans and leases held for sale _.~~ """ _.~. ...,,, _.~.. ~,," -~~~ ~II" _.~~ U,,,

4. Loans and leases held for

investment ! .... ,w

5. Trading assets:

a. Derivative assets .:0""';> ...' ..... u-f::1';> ......... \:1";1'" ,,,"-, u-f:;JJ ...... \:I"':>V " ..-,

b. Other trading assets -~~- ~"" _.~" u,,, _.~'" U'A ,..~~~ u,t. -~"'. Ult.

(1) Nontrading securities at

fair value with changes in

fair value reported in

current earnings (included

in Schedule RC-Q,

6. All oth:;~:~~ above)= ::':A'tGmj ::':A'tG395j ::':A'tB%j; :~'::I '~~~~ I ::':A'j

1. Total assets measured at fair

value on a recurring basisCsum of

items 1 through 5b plus item 6.) I W~_ , .... " ..~~ I .... 'j ......... I •••• 'l w~-' I .~.nl W"~ I .un)

1

2

3

4

s.a

S.b

s.b.1

6

7
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-32b

I 44b I

Schedule RC-Q-Continued

12

13

9

14

8

lO.a

10.b

11

(Column E)

Level 3 Fair Value

Measurements

(Column D)

Level 2 Fair Value

Measurements

(Column C)

Levell Fair Value

Measurements

(Column B)

LESS: Amounts

Netted in the

Detennination

fTotal Fair Val

RCON I Bill Mil I Thou

(Column A)

Total Fair Value

Reported on

Schedule RC

Dollar Amounts in Thousands

LIABILITIES

8. Deposits _

9. Federal funds purchased and

securities sold under agreements

to repurchase; _

10. Trading liablities:

a. Derivative liabilities ..onr ,,,,,.., ...,;;I.l" ,,,,,, ...,;>.l..;l ,,,,,.... ...,;>..... ""~ \3..;1./-..;I ,,,,,....

b. Other trading liabilities G516 N/A G517 N/A G518 N/A G519 N/A GS20 NfA

11. Other borrowed money -~~. .."... --~~ .."" --~~ •.,.. --_. ."A -- •.••

12. Subordinated notes

anid dhebelontures I \3~:u I ::','J "'~:: I ::','.:'1 ~~~~ I :~',] "'~:~ I ~~'.':'l ~~~u I :~':~'I 13. AI ot er labilities -

14. Total liabilities measured at

fair value on a recurring basis

{sum of items 8 through 13} I "";;I..;I./- I "11M! ""..;1.3" I '-.'MI \,;1;;1..;1.3 I '''II'MI ...,..;1,)"1 I '''II'MI "';;1,);;1 1 ...MI
1st Enterprise Bank

Legal Title of Bank

FDIC Cerlineate Number: 58321

FFIEC 041

Page RC-33

I 45 I

Schedule RC-Q-Continued

M.l.a

M.l.b

M.l.e

M.l.d

M.l.e

M.l.f

(Column E)

Level 3 Fair Value

Measurements

(Column D)

Level 2 Fair value

Measurements

(Column C)

Levell Fair Value

Measurements

Bill Mill Thou

(Column B)

LESS: Amounts

Netted [n the

Determination

·r

M.2.a

M.2.b

NIA GS72 NIA GS73 G574 NIA G575 M.2.c

NIA G577 NIA G578 G579 NIA GS80 M.2.d

NIA GS82 NIA GS83 GS84 NIA G58S M.2.e

NIA GS87 NIA GS88 GS89 NIA GS90 M.2.f

(Column A)

Total Fair Value

Reported on

Schedule RC

G571

GS76

GS86

GS8!

Dollar Amounts in Thousands

el GS81

C,I G571

dl G576

2. All other liabilities (itemize and

describe amounts included in

Schedule RC-Q, item 13, that

are greater than $25,000 and

exceed 25% of item 13.)

a. loan commitments (not

accounted for as derivatives)

b. Nontrading derivative liabilities

TEXT

d' GSSI

f.' GS86

ci G546

f.' GS61

el G556

Memoranda

1. All other assets (itemize and

describe amounts included

in Schedule

RC-Q, item 6, that are greater

than $25,000 and exceed

25% of item 6)'

a. Mortgage servicing assets 1woo 1 ·1 -... I ._.. ·1 woo 1 ._.. ·1 woo 1 .... ·1 w·o 1 , b. Nontrading derNative assets -~.- u, ---- U'A -_.- U, ... -_.. ""A -_.~ .. " ...
1st Enterprise Bank

Legal Ti~e of Bank

FDIC Certificate Number: S8321

FFIEC 041

Page RC-34

I 46

1

2

3

4

S

6

7.a

12

13

14

IS

16

17

18

Dollar Amounts in Thousands

3368 334,663

tangible assets (from item 7.a above) 8590 0

edit card relationships (from item 9.a above) 8591 0

.b above) 5610 0

apltal purposes B595 0

(item 22 less Items 23 through 26) A224 334,683

C228 0

in item 21 85[}3 0

m 62 8504 0

27 B5[}S 0

d redeemable preferred stock 5306 0

stock includible in Tier 2 capital 6593 0

ses includible in Tier 2 capital 5310 2.145

r-sale equity securities includible in Tier 2 capital 2221 0

8594 0

through 16) 5311 2,145

f item 11 or 17) 8275 2,145

et risk 1395 0

based capital 8595 0

items 11, 18, and 19, less item 20) 3792 33.628

by all banks. Column A is to be (Column A) (Column B)

nancial subsIdiaries.) RCON Percentage RCON Percentage

7273 0.00% 720< 9.41%

ratio (3) 7274 0.00% 7206 14.96%

ratio (4) 7275 0.00% 7205 15.98%

Schedule RC-R-Regulatory Capital

Tier 1 capital

1. Total bank equity capital (from Schedule RC, item 27.a), _

2. LESS: Net unrealized gains (losses) on available-far-sale securities (1)

(if a gain, report as a positive value; if a loss, report as a negative value)' +-"=+ '-'.:::;;j

3. LESS: Net unrealized loss on available-far-sale EQUIlY securitles (1) (report loss as a positive value) _

4. LESS: Accumulated net gains (losses) on cash fiow hedges (1)

(if a gain, report as a positive value; if a loss, report as a negative value)' .j-2=+

S. LESS: Nonqualifying perperual preferred stock --l.::::=I--

6. Qualifying noncontrolling (minority) interests in consolidated subsidiaries, -!-'=+ --"!

7.a. LESS: Disallowed goodwill and other disallowed intangible assets _

b. LESS: Cumulative change in fair value of all financial liabilities accounted for under a

fair value option that is included in retained earnings and is attributable to changes in

the bank's own creditworthiness (if a net gain, report as a positive value; if a net loss,

report as a negative value) +-'F~26c:'+--__=_:_:_~0 7.b

8. Subtotal (sum of items 1 and 6, less items 21 3, 41 5, 7.al and 7.b) (227 31,483 8

9.a. LESS: Disallowed servidng assets and purchased credit card relationships 8591 0 9.a

b. LESS: Disallowed deferred tax assets 5610 0 9.b

10. Other additions to (deductions from) Tier 1 capital 8592 0 10

11. Tier 1 capitai (sum of Items 8 and 10, less items 9.a and 9.b) 8274 31,483 11

Tier 2 capital

12. Qualifying subordinated debt an

13. Cumulative perpetual preferred

14. Allowance for loan and lease los

15. Unrealized gains on available-fo

16. Other Tier 2 capital components

17. Tier 2 capital (sum of items 12

18. Allowable Tier 2 capital (lesser 0

19. Tier 3 capital allocated for mark 19

20. LESS: Deduc~ons for total risk- 20

21. Total risk-based capital (sum of 21

Total assets for leverage ratio

22. Average total assets (from Schedule RC-K, item 9) 22

23. LESS: Disallowed goodwill and other disallowed in 23

24. LESS: Disallowed servicing assets and purchased cr 24

2S. LESS: Disallowed deferred tax assets (from item 9 2S

26. LESS: Other deductions from assets for leverage c 26

27. Average total assets for leverage capital purposes 27

Adjustments for financial subsidiaries

28. a. Adjustment to Tier 1 capital reported in item 11 28.a

b. Adjustment to totai risk-based capital reported 28.b

29. Adjusbnent to risk-weighted assets reported in ite 29

30. Adjustment to average total assets reported in item 30

Capital ratios

(Coiumn B is to be completed

completed by banks with fi

31. Tier 1 leverage ratio (2) 31

32. Tier 1 risk-based capital 32

33. Total risk-based capital 33

(1) Report amount included in Schedule RC, item 26.b, "Accumulated other comprehensive income."

(2) The ratio for column B is item 11 divided by item 27. The ratio for column A is item 11 minus item 28.a divided by ([tern 27 minus item 30).

(3) The ratio for column B is item 11 divided by item 62. The ratio for column A is item 11 minus item 28.a divided by (item 62 minus item 29).

(4) The ratio for column B is item 21 divided by item 62. The ratio for column A is item 21 minus item 28.b divided by (item 62 minus item 29).
1st Enterprise Bank

Legallitle of BanI<

FDIC Certificate Number: 58321

FFIEC 041

Page RC-3S

I 47 I

Schedule RC-R-Continued

Banks are not required to risk~weight each on~balance sheet asset and the credit equivalent amount of each off~balance sheet item that qualifies for a risk weight of less than 100

percent (50 percent for derivatives) at its lower risk weight. When completing items 34 through 54 of Schedule RC-R, each bank should decide for itself how detailed a risk-weight

analysis it wishes to perform. In other words, a bank can chOose from among its assets and off-balance sheet items that have a risk weight of less than 100 percent which ones

to risk-weight at an appropriate lower risk weight, or it can simply risk-weight some or all of these items at a 100 percent risk weight (SO percent for derivatives).

Dollar Amounts in Thousands

Balance Sheet Asset categories

34. Cash and balances due from depository institutions

(Column A equals the sum of Schedule RC items La and 1.b) I '+U,I<.1.;1 ~-~... __ .

35. Held~to~maturity securities I u

36. Available-far-sale securities I _Moo :"

37. Federal funds sold and securities purchased under

agreements to resell I .. . "'1

38. Loans and leases held for sale I .,... . .,

39. Loans and leases, net of unearned incom~ .~-,

40. LESS: Allowance for Joan and lease lossPl; '.~

41. Trading assets I oo _.__ -

42. Ail other assets (1) I .. _.:~-~.,

43. Total assets (sum of items 34 through 42) I .w" ..

(1) Includes premises and fixed assets, other real estate owned, investments in unconsolidated subsidiaries and associated companies/ intangible assets, and other assets.
1st Enterprise Bank FFIEC 041

Legal Title of Bank Page RC-36

FDIC certificate Number: 58321 I 48 I

Schedule RC-R-Continued

(Column A) (Column B) (Column C) (Column D) (Column E) (Coiumn F)

Face Value Credit Credit Allocaaon by Risk Weight Category

or Notional Conversion Equivalent

Amount Factor Amount (I) 0% 20% 50% 100%

Dollar Amounts in Thousands BII I Mil 1Thou Bill Mil I Thou Bil I Mil I Thou Bil I Mil I Thou 1>11 Mil IThou Bill Mil IThou

Derivatives and Off-Balance Sheet Items RCON B546 RCON B547 RCON 8548 RCON B581 RCON 8582 RCON 8583

44. Financial standby letters of credit 1,340 1,340 0 0 0 1,3401 44

45. Performance standby letters of RCON 3821 RCON 6650 RCON 8651 RCON 6652 RCON 8653 RCON 8654

of credit 0 0 0 01 45

46. Commercial and similar letters RCON 8655 RCON B656 RCON 8657 RCON B6SB

of credit 58 0 0 01 581 46

47. Risk participations in bankers

acceptances acquired by the

reporting institution 0 0 01 47

RCON 3433 RCON 8664 RCON B665 RCON B666 RCON 8667 RCON 6668

48. Securities len 0 0 0 01 48

49. Retajn~d recourse on small business RCON A2S0 RCON 6669 RCON 6670 RCON 8671 RCON 8672 RCON 6673

obligations sold with recourse, 0 0 0 01 49

SO. Recourse and direct credit

substitutes (other than financial

standby letters of credit) sUbject to

the low-level exposure rule and

residual interests subject to a

dollar-far-dollar capital requirement 01 50

51. All other financial assets sold w'lth RCON 8675 RCON 8676 RCON 8677 RCON B678 RCON 8679 RCON B680

recourse 0 0 0 01 51

52. All other off-balance sheet RCON 8681 RCON 8682 RCON B683 RCON 8684 RCON 8685 RCON B686

liabilities 0 0 0 01 52

53. Unused commibnents:

a. With an original maturity

exceeding one year 1 52,497111111111111111 .50 IIIIllIIlIIIIIi 26,24911111111111111 01 01 01 26,2491 53.a

b. With an original maturity of one

year or less to asset-backed

commercial paper conduits 0 .10 0 0 0 01 01 53.b

RCON 8693 RCON 8694 RCON 6695

54. Derivative contracts

0_ 0 0 01 I 54

(1) Column A multiplied by credit conversion factor.

(2) For financial standby letters of credit to which the low-level exposure rule applies, use a credit conversion factor of 12.5 or an institution~specific factor.

For other financial standby letters of credit, use a credit conversion factor of 1.00. See instructIons for further information. (Entering an 'M' allows for data entry in Column S.)

(3) Or institution specific factor.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 5B321

FFIEC 041

Page RC-37

I 49 I

Schedule RC-R-Continued

Dollar Amounts in Thousands RCON I Bil I Mil I Thou

(Column C) I (Column D) I (Column E) I (Column F)

Allocation by Risk Weight Category

0% 20% 50% 100%

Bil I Mil I Thou Bil I !"lll I Thou BiI) Mil I Thou Bil I Mil I Thou

RCON 6696 RCON 8698 RCON 6699 R ____

~.- -_. 10,834 175,328 55

x u~/o x "::UU/o x 50% x 100% 56

RCON B700 RCQN 6701 RCON 8702 RCON 6703

0 29,733 5,417 175,3281 57

RCON 1651

0 58

RCON 8704

210,478 59

RCON A222

0 60

RCON 3128

0 61

RCON A223

210,478 62

61. LESS: Allocated transfer risk reserve -1

Dollar Amounts in Thousands

62. Total risk-weighted assets (item 59 minus items 60 and 61) ---'

Memoranda

60. LESS: Excess allowance for loan and lease losses, --j

Totals

55. Total assets, derivatives, and off-balance sheet items by risk weight category

(for each column, sum of items 43 through 54) I 0'.'''':;11 '''O,on''l

56. Risk weight factor -_. ----

57. Risk-weighted assets by risk weight category (for each column,

item 55 multiplied by item 56), ___I

5B. Market risk equivalent assets,--,__--,- --:__-,----:_-:-,-_-,- -!

59. Risk-weighted assets before deductions for excess allowance for loan and lease losses

and allocated transfer risk reserve (sum of item 57, columns C through F, and item 58) --1

1. Current credit exposure across all derivative contracts covered by the risk·based capital standards 1 8764 I 01 M.l
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-38

I 50 I

Schedule RC-R-Continued

Memoranda-Continued With a remaining maturity of

(Column A)

One year or less

(Column B)

Over one year

Dollar Amounts in Thousands I I through five years

(Column C)

Over five years

2. Notional prindpal amounts of derivative contracts: (1) RCON Trill Bill I'liIl Thou RCON Trill Bill Mill Thou RCON Trill Bil I Mill TI10U

a. Interest rate contracts 3809 0 8766 0 8767 a

b. Foreign exchange contracts 3812 0 8769 0 8770 0

c. Gold contracts 8771 a 8772 a 8773 a

d. Other precious metals contracts 8774 0 8775 0 8776 0

e. Other commodity contracts 8777 0 8778 0 8779 a

f. Equity derivative contracts AOOO 0 AOOI a A002 a

g. Credit derivative contracts:

Purchased credit protecton that (a) is a covered

position under the market risk rule or (b) is not

a covered position under the market risk rule

and is not recognized as a guarantee for risk-based

capital purposes:

(1) Investment grade v~ v~ v

(2) Subinvestment grade G600 0 G601 0 G602 0

(1) Exclude foreign exchange contracts with an original maturity of 14 days or less and all futures contracts.

M.2.a

M.2.b

M.2.c

M.2.d

M.2.e

M.2.f

M.2.g.1

M.2.g.2
1st Enterprise Bank FFIEC 041

Legal Title of Bank Page RC-39

FDIC Certificate Number: 58321 I 51 I

Schedule RC-S-Servicing, Securitization, and Asset Sale Activities

(Column A) (Column B) (Column C) (Column D) (Column E) (Column F) (Column G)

1-4 Family Home Credit Auto other Commercial All other

Residential Equity Card loans Consumer and Industrial loans, All

Loans Lines Receivables Loans Loans Leases, and

All other

Assets

Dollar Amounts in Thousands Bil I Mil I Thou 8il I Mil I Thou Bil I Mil I Thou BlIl Mil I Thou BlI I Mill Thou BiI] Mill Thou 8il I Mill Thou

Bank Securitization Activities

1. Outstanding principal balance of assets sold

and securitized by the reporting bank with

servicing retained or with recourse or other

seiler-provided credit enhancements_ I 0_ 0_ 0_ 01 01 01 01 1

2. Maximum amount of credit exposure

arising from recourse or other

seller-provided credit enhancements

provided to structures reported in

Item 1 In the form of:

a. Credit-enhancing interest-only strips

(included In Schedules RC-B or RC-F

or in Schedule RC, Item 5) 0 0 0 0 01 2.a

b. Subordinated securities and RCON 093 RCON094 RCON (395 RCON C39G RCON C397 RCON098 RCON C399

ether residual interests 0 0 0 0 01 2.b

c. Standby letters of credit and RCON C400 RCON C401 RCON (402 RCON (403 RCON (404 RCON (405 RCON C406

other enhancements 0 0 0 0 01 2.c

3. Reporting bank's unused commitments

to provide liquidity to structures ------

reported in item 1 0 0 0 01 3

4. Past due loan amounts included in item 1: RCON 8733 RCON 8734 RCON 8735 RCON 8736 RCON 6737 RCON 8738 RCON 6739

a. 30-89 days past due 0 0 0 01 4.a

RCON 8740 RCON 8741 RCON B742 RCON 8743 RCON 8744 RCON B745 RCON 8746

b. 90 days or more past due I 0 0 0 0 4.b

5. Charge-offs and recoveries on assets sold

and securitized with selVidng retained or

with recourse or other seller·provided credit

enhancements (calendar year-to-date):

a. Charge-effs 0 0 0 01 S.a

RIAD 8754 RJAD 8755 RIAD 8756 RIAD B757 RIAD 8758 RIAD 8759 RlAD 8760

b. Recoveries I 0 0 0 01 S.b
1st Enterprise Bank

Legall1tle of Bank

FDIC Certificate Number: S8321

FFIEC 041

Page RCAO

I 52 I

Schedule RC-S-Continued

-(Column A)

1-4 Famiiy

Residential

Loans

Dollar Amounts in Thousands I Bil I MlIl Thou

6. Amount of ownership (or seller's)

interests carried as:

a. Securities (included in Schedule RC-B

or in Schedule Re, item 5) _

b. Loans (included in Schedule RC-Cl _

7. Past due loan amounts included "In

interests reported in item 6.a:

a. 30-89 days past due~ _

b. 90 days or more past due' _

8. Charge-offs and recoveries on loan

amounts included in interests reported

in item 6.a (calendar year-ta-date):

a. Charge-offs'- _

b. Recoveries _

For Securitization Facilities Sponsored

By or Otherwise Established By Other

Institutions

9. Maximum amount of credit exposure

arising from credit enhancements

provided by the reporting bank to other

institutions' securitization structures in

the form of standby letters of credit,

purchased subordinated securities,

and other enhancements. _

10. Reporting bank's unused commitments

to provide liquidity to other institutions'

securitization structures ! u

(Column B)

Home

Equity

Lines

BII I Mill Thou

(Column C)

Credit

Card

Receivables

811 I Mil I Thou

(Column D)

I

(Column E) (Column F) (Column G)

Auto Other Commercial Ail Other

Loans Consumer and Industrial Loans, All

Loans loans leases, and

Ail Other

Assets

BillMillThou i BlJlMlJlThou I BIIIMillThou I BlllMillThou

6_a

6.b

7.a

7.b

B.a

8.b

9

10
1st Enterprise Bank

Legall1tle of Bank

FDIC Certificate Number: 5B321

FFIEC 041

page RCAI

I 53 I

Schedule RC-S-Continued

(Coiumn A)

1-4 Family

Resident"lal

Loans'

Dollar Amounts in Thousands I Bit I Mil I Thou

(Column B)

Home

Equity

Unes

Bill Mill Thou

(Column C)

Credit

Card

Receivables

Bill Mil I Thou

(Column D)

I

(Coiumn E) (Column F) (Column G)

Auto Other Commercial All Other

loans Consumer and Industrial Loans, All

loans loans leases, and

All Other

Assets

BillMlllThou I BillMillThou I BilIMiliThou I BlllMlllThou

Bank Asset Sales

11. Assets sold with recourse or other sellerprovided credit enhancements and not

securitized by the reporting bank. --1

12. Maximum amount of credit exposure

arising from recourse or other sellerprovided credit enhancements provided to assets reported in item 11 I .... j

11

12

M.3.a.1

M.3.a.2

M.2.d

M.2.a

M.2.b

M.2.c

M.l.a

M.l.b

Dollar Amounts in Thousands

1. Small business obligations transferred with recourse under Section 208 of the Riegle

Community Development and Regulatory Improvement Act of 1994:

a. Outstanding principal balance I ...::: I :1

b. Amount of retained recourse on these obligations as of the report date' 1

2. Outstanding prIncipal balance of assets serviced for others (includes participations selViced for others):

a. Closed·end 1·4 family residential mortgages serviced with recourse or other servicer-provided credit enhancements I .......... 1 -I

b. Closed-end 1-4 family res'ldential mortgages serviced with no recourse or other servicer-provided credit enhancements .. 8805, o.

c. Other financial assets (includes home equity lines) (1) •....... n

d. 1-4 family residential mortgages serviced for others that are in process of foreclosure at Quarter-end

(includes c1osed·end and open~end [oans) _

3. "Asset-backed commercial paper conduits:

a. Maximum amount of credit exposure arising from credit enhancements provided to conduit structures in the form of standby letters of

credit, subordinated securities, and other enhancements:

(1) Conduits sponsored by the bank, a bank affiliate, or the bank's holding company 1 I;IOUV I .... 1

(2) Conduits sponsored by other unrelated institutions I ~~~.. n

b. Unused commitments to provide liquidity to conduit structures:

(1) Conduits sponsored by the bank, a bank affiliate, or the bank's holding company 8808 a M.3.b.l

(2) Conduits sponsored by other unrelated institutions 8809 0 M.3.b.2

4. Outstanding credit card fees and finance charges included in Schedule RC-S, item 1, column C (2} C407 NJA MA

Memoranda

(1) Memorandum item 2.c is to be completed if the principal balance of other financial assets serviced for others is more than $10 million.

(2) Memorandum item 4 is to be completed by banks that (1) together with affiliated institutionsj have outstanding credit card receivables (as defined in the

instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes.
1st Enterprise Bank

Legal Title of Bank

FDIC Certificate Number: 5B321

FFIEC 041

Page RC-42

I 54

Schedule RC-T-Fiduciary and Related Services

YES I NO

I A345 NO 1

YES I NO

A346 NO I 2

~I YES I NO

I NO 3

1. Does the Institution have fiduciary powers? (If "NO," do not complete Schedule RC-T) _

3. Does the institution have any fiduciary or related activity (in the form of assets or accounts)

to repert In this schedule? (If "NO," do not complete the rest of Schedule RC-T.) ...J

2. Does the institution exercise the fiduciary powers it has been granted? _

If the answer to item 3 is "YES," complete the applicable items of SChedule RC·T, as follows:

Institutions with total Fiduciary assets (item 9, sum of columns A and B) greater than $250 million (as of the preceding

December 31) or with gross fiduciary and related services income greater than 10% of revenue (net interest income plus

noninterest income) for the preceding calendar year must complete:

• Items 4 through 19 quarterly,

• Items 20 through 23 annually with the December report, and

• Memorandum items 1 through 4 annually with the December report.

lnstitutions with total fiduciary assets (item 9, sum of columns A and B) greater than $100 million but less than or equal to

$250 million (as of the preceding December 31) that do not meet the fiduciary income test for quarterly reporting must complete:

• Items 4 through 23 annually with the December report, and

• Memorandum items 1 through 4 annually With the December report.

Institutions with total fiduciary assets (item 9, sum of columns Aand B) of $100 million or less (as of the preceding December 31)

that do not meet the fiduciary Income test for quarterly reporting must complete:

• Items 4 through 10 annually with the December report, and

Memorandum items 1 through 3 annually with the December report.

(Column A)

Managed

Assets

Dollar Amounts in Thousands

FIDUCIARY AND RELATED ASSETS RCON B868

4. Personal trust and agency accounts, -+_===N.;;I::..:A

5. Retirement related trust & agency accounts: RCON 8872

a. Employee beneFit-defined contribUtiOn'_-l_===N",/A:.:.

RCON B876

b. Employee benefit-defined beneFit +-=-===N_/A

RCON 8880

c. Other retirement accounts, -j_===;.:Nlc..:A

RCON 6884

6. Corporate tnust and agency accounts, -t-===:-:N.;;/__A

RCON B886

7. Investment management agency accounts,_+ .,.:.:N::..:/A

RCON 8890

8. Other fidudary accounts, +----=-===N_/A

9. Total fiduciary accounts RCON 8894

(sum of items 4 through B),______ N/A

10. Custody and safekeeping accounts, _

11. Not applicable

(Column B)

Non-Managed

Assets

(Column C)

Number of

Managed

Accounts

(Column D)

Number of

Non~Managed

Accounts

RCON 8871

N/A 4

RCON 8875

N/A 5.a

RCON B679

N/A S.b

RCON 8883

NlA S.c

6

7

RCON 8893

N/A 8

RCON 6897

N/A 9

RCON 8899

N/A 10
1st Enterprise Bank

Legallltle of Bank

FDIC Certificate Number: 58321

FFIEC 041

Page RC-43

I 55

Dollar Amounts in Thousands

12

8905 N/A 13.a

8906 N/A 13.b

8907 N/A 13.c

A479 N/A 14

8908 N/A 15

M80 N/A 16

8909 N/A 17

8910 N/A lB

4070 N/A 19

C058 N/A 20

M88 NlA 21

8911 N/A 22

A491 N/A 23

Schedule RC-T-Continued

FIDUCIARY AND RELATED SERVICES INCOME

12. Personal trust and agency accounts'--_ __:_---------------------

13. Retirement related trust and agency accounts:

a. Employee benefit-defined contrjbution' +::=+ ~~

b. Employee benefit-defined benefit -t-=~f__---~

c. Other retirement accounts'__:- +~~-----'~

14. Corporate trust and agency accounts, _

15. Investment management agency accounts~ E~+---_;,~

16. Other fiduciary accounts,__~-------------------------E=+------;::2j

17. Custody and safekeeping accounts'-: f~~f----~~

18, other fiduciary and related services income'- _

19, Total gross fiduciary and related services income (sum of Items 12 through 18)

(must equal Schedule Rl, item 5.a) +=+ ~~

20. LESS: Expenses, _

21. lESS: Net losses from fiduciary and rerated services,-;-~___:_-__:_--------------E=:+---_;,~

22. PLUS: Intracompany income credits for fiduciary and related servjces +~=_+----:~

23. Net fiduciary and related services income~ ___.L~::..l __'~

M.l.i

M.2.a

M.2.b

Tril I BlIl l·li1 I Thou

(Column B)

Prindpal Amount

Outstanding

1. Managed assets held in personal trust and agency accounts:

a. Noninterest-bearlng deposits -+;89:;'.::3+- -'N;/::2jA M.l.a

b. Interest-bearing deposits 8914 N/A M.l.b

c. U.S. Treasury and U,S. Government agency obrigations 8915 N/A M.l.e

d. State, county and municlpai obligations 8916 N/A M.l.d

e. Money market mutual funds 8917 N/A M.l.e

f. other short-term obligations 89'8 N/A M.1.f

g, Other notes and bonds 8919 NJA M,l.g

h. Common and preferred stocks 8920 N/A M.l.h

i. Real estate mortgages 8921 N/A M.1.i

j. Real estate 8922 N/A M.l.j

k. Miscelianeaus assets>_~-_-----------------------_ 8923 NIA M.1.k

l. Total managed assets held in personal trust and agency accounts (sum of Memorandum

items l.a tllrough l.k) (must equal Schedule RC-T, item 4, column A) ---L="-L ---.:=

2. Corporate trust and agency accounts:

a. Corporate and municipal trusteeships--:-_-:-~-----------+:=+---~~

b. Transfer agent, registrar, paying agent, and other corporate agency~ J...::~~ ~~

DoJ[ar Amounts in Thousands

Memoranda

Dollar Amounts in Thousands
1st Enterprise Bank

Legal Title of Bank

FDIC certificate Number: 58321

FFiEC 041

Page RC-44

I 56

Schedule RC-T-Continued

(Column B)

Market Value of

Fund Assets

RCON Bil I Mil I Thou

(Column A)

Number of

Funds

Dollar Amounts in Thousands

3. Collective investment funds and common trust funds:

a. Domestic eqUity,-:--:-----::- +:B::93::;1+ _;cNc;./A~B~9~32+--_~N~/A~ M.3.a

b. International/Global equity 6933 N/A 8934 N/A M.3.b

c. Stock/Bond blend 8935 N/A 6936 N/A M.3.c

d. Taxable bond 6937 N/A 6938 N/A M.3.d

e. Municipal bond 6939 N/A 8940 N/A M.3.e

f. Short term investments/Money market 89<11 N/A 8942 NJA M.3.f

g. Specialty/other 8943 N/A B944 N/A M.3.g

h. Total collective investment funds (sum of Memorandum items 3.a through 3.g) 8945 N/A 8946 N/A M.3.h

Memoranda-Continued

MA.e

MA.a

M.4.b

MA.c

MA.d

(Column C)

Recoveries

Mill Thou

(Column B)

Gross Losses

Non-Managed

Accounts

Mill Thou

(Column A)

Gross Losses

Managed

Accounts

Dollar Amounts in Thousands

4. Fiduciary settlements, surcharges and other losses:

a. Personal trust and agency accounts-_----: E~+---_;ca~;:_f_---.;c:;;f~~---~~

b. Retirement related trust and agency accounts -t~~I_----;i,~~;_+---___i~E~+---~~

c. Investment management agency accounts -1-==-j- ..;;;;:-.+=::-+ -:;.;:;;;~=+---~~

d. Other fiduciary accounts and related services, _

e. Total fiduciary settlements, surcharges/ and other losses

(sum of Memorandum items 4.a through 4.d) (sum of

columns A and B minus column Cmust equal

Schedule RC-T, item 21) ...JL..:::::~L =~~.L ~~~..L ~~

Person to whom questions about Schedule RC-T-Fiduciary and Related Services should be directed:

IN/A

Name and Title (TEXT B962)

INIA

E-mail Address (TEXT B926)

IN/A I IN/A I

Telephone: Area code/phone number/extension (TEXT B963) FAX: Area code/phone number (TEXT 6964)
FFIEC 041

Page RC-4S

I 57

Optional Narrative Statement Concerning the Amounts

Reported in the Reports of Condition and Income

The management of the reporting bank may, if it wishes, submit a

brief narrative statement on the amounts reported in the Reports

of Condition and Income. This optional statement will be made

available to the public, along with the publicly available data in the

Reports of Condition and Income, in response to any request for

individual bank report data. BANKS CHOOSING TO SUBMIT THE

NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT

DOES NOT CONTAIN THE NAMES OR OTHER IDENTlFICATIDNS OF

INDIVIDUAL BANK CUSTOMERS OR ANY OTHER INFORMATION

THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT

WOULD COMPROMiSE THE PRIVACY OF THEIR CUSTOMERS.

Banks choosing not to make a statement may check tile

"No comment" box below and should make no entries of any kind

in the space provided for the narrative statement; i.e., DO NOT

enter in this space such phrases as bNo statement," "Not applicable,"

liN/Ali, "No comment," and "None,"

The optional statement must be entered on this sheet. The statement should not exceed 100 words. Further, regardless of the

number of words, the statement must not exceed 750 characters,

including punctuation, indentation, and standard spacing between

words and sentences. If any submission should exceed 750 characters, as defined, it will be truncated at 750 characters with no

notice to the submitting bank and the truncated statement will

appear as the bank's statement both on agency computerized

records and in computer-file releases to the public.

All information furnished by the bank in the narrative statement

must be accurate and not misleading. Appropriate efforts shalt be

taken by the submitting bank to ensure the statement's accuracy.

The. statement must be signed, in the space provided below, by a

senior officer of the bank who thereby attests to its accuracy.

If, subsequent to the original submission, material changes are

submitted for the data reported in the Reports of Condition and

Income, the existing narrative statement will be deleted from the

files, and from disclosure; the bank, at its option, may replace It with

a statement, under signature, appropriate to the amended data.

The optional narrative statement will appear in agency records

and in release to the public exactly as submitted (or amended

as described in the preceding paragraph) by the management of

the bank (except for the truncation of the statements exceeding the

7S0-character limit described above). THE STATEMENT WILL NOT

BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY

FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED

THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON

ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMmED BY THE MANAGEMENT OF THE REPORTING BANK.

RCON YES I NO

Comments? L.::: 69::.7.:.9-'--__N::.O-'--_-'

BANKMANAGEMENTSTATEMENT (please type orprint clearly):

TEXT

I 6980