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 of its preferred stock set forth on Schedule A

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

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

"Purchased Securities") and the United States Department ofthe 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superseded by the terms set forth herein or in the Schedules hereto, the provisions contained in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 arc 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

tenns 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 of the Purchased Securities and the purchase by the

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

Agrecment on the tcrms specified on Schedule A hereto.

This letter agreement (including the Schedules hereto) and the Securities Purchase

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

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

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

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

This letter agreement may be executed in any number 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.

...
In witness whereof, this lettcr agreement has becn duly cxccutcd and delivered by the

duly authorized reprcsentatives ofthc partics hereto as ofthe date written below.

UNITED STATES DEPARTMENT OF THE

TREASURY

By: /sl Neel Kashkari

Name: Neel Kashkari

Title: Interim Assistant Sccretary

for Financial Stability

NORTHERN TRUST CORPORATION

By: /sl William R. Dodds, Jr.

Name: William R. Dodds, Jr.

Title: Executive Vice President and Treasurer

Date: November 14, 2008
SECURITIES PURCHASE AGREEMENT

EXHIBIT A
TABLE OF CONTENTS

Article I

Purchase; Closing

1.1 Purchase 1

1.2 Closing 2

1.3 Interpretation 4

Article II

Representations and Warranties

2.1 Disclosure 4

2.2 Representations and Warranties of the Company 5

Article III

Covenants

3.1 Commercially Reasonable Efforts 13

3.2 Expenses 14

3.3 Sufficiency of Authorized Common Stock; Exchange Listing 14

3.4 Certain Notifications Until Closing 15

3.5 Access, Infonnation and Confidentiality 15

Article IV

Additional Agreements

4.1 Purchase for Investment. 16

4.2 Legends 16

4.3 Certain Transactions 18

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

the Warrant. 18

4.5 Registration Rights 18

4.6 Voting of Warrant Shares 30

4.7 Depositary Shares 30

4.8 Restriction on Dividends and Repurchases 30

4.9 Repurchase of Investor Securities 32

4.10 Executive Compensation ., 33
Page

Miele V

Miscellaneous

5.1 Ternlinatiol1 .. ".. , , , 33

5.2 Survival of Rcpresentations and Warranties , 34

5.3 Amendment 34

5.4 Waiver or Conditions 34

5.5 Governing Law: Submission to Jurisdiction, Elc .34

5.6 Notices 34

5.7 Definitions 35

5.8 Assignment 35

5.9 Severability 35

5.10 0 Third Party Beneficiaries 36

11
ANNEXA:

ANNEX B:

ANNEXC:

ANNEX D:

LIST OF A EXES

FORM OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK

FORM OF WAIVER

FORM OF OPINION

FORM OF WARRANT

III
Tcnn

INDEX OF DEFI ED TERMS

Location of Definition

Alliliate 5. 7(b)

Agreement Recitals

Appraisal Procedure 4.9(c)(i)

Appropriate Federal Banking Agency 2.2(s)

Bankruptcy Exceptions 2.2(d)

Benefit Plans I.2(dXiv)(A)

Board of Directors 2.2(1)

Business Combination 4.4

business day 1.3

Capitalization Date 2.2(b)

Certificate of Designations , 1.2(d)(iii)

Charter 1.2(d)(iii)

Closing 1.2(a)

Closing Date 1.2(a)

Code 2.2(n)

Comnlon Stock Recitals

Conlpany Recitals

Company Financial Statements 2.2(h)

Company Material Adverse Effect 2.1 (a)

Company Reports 2.2(i)(i)

Company Subsidiaries 2.2(i)(i)

Company Subsidiary 2.2(i)(i)

controlled by 5.7(b)

Controlled Group 2.2(n)

cpp Recitals

EESA 1.2(d)(iv)

ERISA 2.2(n)

Exchange Act 2. I(b)

Fair Market Value 4.9(e)(ii)

GAAP 2.1 (a)

Governmental Entities 1.2(c)

Holder 4.5(k)(i)

Holders' Counsel 4.5(k)(ii)

Indemnitee 4.5(g)(i)

Infonnation 3.5(b)

Initial Warrant Shares Recitals

Investor R.ecitals

Junior Stock 4.8(e)

kno\vlcdge of the Conlpany 5.7(c)

Last Fiscal year 2.I(b)

Letter Agreement Recitals

officers 5.7(e)

iv
Term Location of Definition

Parity Stock 4.8(e)

Pending Underwritten Offering , .4.5(1)

Permitted Repurehases 4.8(a)(ii)

Piggyback Registration 4.5(a)(iv)

~~ 2200

Preferred Shares Recitals

Preferred Stock Recitals

Previously Disclosed 2.1(b)

Proprietary Rights 2.2(u)

Purchase Recitals

Purchase Price 1.1

Purchased Securities Recitals

Qualified Equity OITering 4.4

Register .4.5(k)(iii)

registered .4.5(k)(iii)

Registrable Securities 4.5(k)(iv)

registllllion 4.5(k)(iii)

Registration Expenses 4.5(k)(v)

Regulatory Agreclnent 2.2(s)

Rule 144 4.5(k)(vi)

Rule 144A 4.5(k)(vi)

Rule 159A 4.5(k)(vi)

Rule 405 4.5(k)(vi)

Rule 415 4.5(k)(vi)

Schedules Recitals

SEC 2.I(b)

Securities Act , , , 2.2(a)

Selling Expenses 4.5(k)(vii)

Senior Executive Officers , , , , , , , " 4.10

Share Dilution Amount 4.8(a)(ii)

Shelf Registration Statement. 4.5(a)(ii)

Signing Date 2.1 (a)

Special Registration .4.5(i)

Stockholder Proposals 3.1 (b)

subsidiary 5.7(a)

Tax 2.2(0)

Taxes 2.2(0)

Transfer 4.4

under cOlnmon control \vith 5.7(b)

Warranl . Recitals

Warrant Shares 2.2(d)

v
SECURITIES PURCHASE AGREEMENT - STANDARD TERMS

Recilals:

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

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

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

Program ("CPp U);

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 tener agreement

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

Agrecmcnl- Standard Tcnns;

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

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

economy;

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

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

market;

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

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

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

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

Warrant Shares") (the "Warrant" and, together with the Prcfcrred Shares, the "Purchased

Securities") and the Investor intends to purchasc (the "Purchase") [rom the Company the

Purchased Securities; and

WHEREAS, the Purchase will be governed by this Securities Purchase AgrcementStandard Terms and the Letter Agreement. including the schedules thereto (the "Schedules"),

specifying additional tenns of the Purchase. This Securities Purchase Agreement - Standard

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

are together referred to as this "Agreement". All references in this Securities Purchase Agreement

- Standard Tenns to "Schedules" are to the Schedules attached to the Letter Agreement.

NOW, TIiEREFORE. in consideration of the premises, and of the represcnl'ations,

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

Articlc I

Purchasc; Closing

1.1 Purchase. On the tenns 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").

1.2 Closing.

(3) On the terms 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 thereal1er, or at such other place.

time and date as shall be agreed between the Company and the [nvestor. The time and date on

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

(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 of the Purchase Price by wire

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

Company on Schedule A.

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

consummate the Purchase arc 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 of all United States and other governmental, regulatory or judicial authorities

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

been obtained or made in fonn and substance reasonably satisfactory to each pany 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 of any applicable United States or other law and

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

and sale ofthe Purchased Securities as contemplated by this Agreement.

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

fulfillment (or waiver by the lnvestor) at or prior to the Closing of each 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 (I) shall be true

and correct in all material respects as though made on and as of the Closing Date

(other than representations and warranties that by their 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 MClfe,.ia! Adverse I:-Jlecl" 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 tenns 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, individually or in the

2
aggregate, does not have and would not reasonably be expected to have a

Company Material Adverse Effect and (8) the Company shall have performed in

all material respects all obligations required to be pcrfonned by it under this

Agreement at or prior to the Closing;

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

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

sct forth in Scction 1.2(d)(i) have been satisfied;

(iii) the Company shall have duly adopted and filed with the ccretary of Statc

of its jurisdiction of organization or other applicable Governmental Entity the

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

similar organizational document ("Charter") in substantially the fonn attached

hereto as Annex A (the "Certificare 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 of its Senior Executive Officers

shall have duly consented in writing to such changes), as may be necessary,

during the period that the Investor owns any debt or equity securities of the

Company acquired pursuant to this Agreement or the Warrant, in order to comply

with Section 1I 1(b) ofthe Emergency Economic Stabilization Act 0[2008

(flEESA") as implemented by guidance or regulation thereunder that has been

issued and is in effect as of the 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 of the Company's Senior Executive Officers shall have delivered to

the Investor a written waiver in the fonn attached hereto as Annex B releasing the

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

as a result ofthe issuance, on or prior to the Closing Date, of any regulations

which require the modification of, and the agreement of the Company hereunder

to modify, the tenns 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 of Section I 11 (b) of the EESA as implemented

by guidance or regulation thereunder that has been issued and is in effeet as of the

Closing Date;

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

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

Investor and dated as orthe Closing Date, in substantially the fonn attached

hereto as Annex C;

3
(vii) the Company shall have delivered certificates in proper fonn or, with the

prior consent of the Investor, evidence ofshares in book-entry foml, evidencing

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

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

form attached hereto as Annex 0 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 Purehase Agreement - Standard Terms, and a reference to "Schedules"

shall be to a Schedule to the Letter Agreement, in each case, unless otherwise indicated. The

tenns defined in the singular have a comparable meaning when used in the plural, and vice versa.

References to "herein", "hereof', "hereunder" and the like refer to this Agreement as a whole and

not to any particular section or provision, unless the context requires otherwise. The table of

contents and headings contained in this Agreement are for reference purposes only and are not

part of this Agreement. Whenever the words "include," "includes" or "including" are used in this

Agreement, they shall be deemed followed by the words "without limitation." No rule of

construction against the draftsperson shall be applied in connection with the interpretation or

enforcement of this Agreement, as this Agreement is the product of negotiation between

sophisticated parties advised by counsel. All references to "$" or "dollars" mean the lawful

currency ofthe United States of America. Except as expressly stated in this Agreement, all

references to any statute. rule or regulation are to the statute, rule or regulation as amended,

modified, supplemented or replaced from time to time (and, in the case ofstatutes, include any

rules and regulations promulgated under the statute) and to any section of any statute, rule or

regulation include any successor to the section. References to a "business day" shall mean any

day except Saturday, Sunday and any day on which banking institutions in the State of New

York generally are authorized or required by law or other governmental actions to close.

Article II

Representations and Warranties

2.1 Disclosure.

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

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

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

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

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

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

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

outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism, in each case

generally afTecting the industries in which the Company and its subsidiaries operate, (B) changes

or proposed changes after the Signing Date in generally accepted accounting principles in the

United States ("GAAP") or regulatory accounting requirements, or authoritative interpretations

thereof, (C) changes or proposed changes after the Signing Date in securities, banking and other

4
laws of general applicability or related policies or interpretations ofGovernmental Entities (in

the case of each ofthese clauses (A), (B) and (C), other than changes or occurrences to the extent

that such changes or occurrences have or would reasonably be expected to have a materially

disproportionate adverse effect on the Company and its consolidated subsidiaries taken as a

whole relative to comparable U.S. banking or financial services organizations), or (D) changes in

the market price or trading volume of the Common Stock or any other equity, equity-related or

debt securities of the Company or its consolidated subsidiaries (it being understood and agreed

that thc exception set forth in this clause (0) does not apply to the underlying reason giving rise

to or contributing to any such change); or (ii) the ability ofthe Company to consummate the

Purchase and the other transactions contemplated by this Agreement and the Warrant and

perform its obligations hereunder or thereunder on a timely basis.

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

Company's Annual Report on Form 10-K for the most recently completed fiscal year ofthe

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

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

under Sections 13(a), 14(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")

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

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

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

Closing Date (or such other date specified herein):

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

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

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

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

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

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

good stl:lnding under the laws of each other jurisdiction in which it owns or leases properties or

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

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

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

good standing under the laws of its jurisdiction of organization. The Charter and bylaws ofthe

Company, copies of which have been provided to the Investor prior to the igning Date, are true,

complcte 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 of the Company (including securities convertible into, or exercisable or

exchangeable for, capital stock oftile Company) as of tile most recent fiscal month·end

preceding the Signing Date (the "Capi/alizalion Dare") is set forth on Schedule B. The

outstanding shares of capital stock of the Company have becn duly authorized and are validly

issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and

were not issued in violation of any preemptive rights). Except as provided in the Warrant, as or

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

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

specified on Schedule B, and the Company has not made any other commitment to authorize,

5
issue or sell any Common Stock. Since the Capitalization Date, the Company has not issued any

shares ofCommon 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 Band (ii) shares

disclosed on Schedule B.

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

and, when issued and delivered pursuant 10 this Agreement, such Preferred Shares will be duly

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

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

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

and the distribution of asscts 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 of the Company enforceable against the Company in accordance with its terms, except

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

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

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

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

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

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

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

slockholders SCi forth on Schedule C.

(e) Authori7..ation Enforceability,

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

deliver this Agreement and the Warrant and, subject, if applicable, to the

approvals of its stockholders set forth on Schedule C, to carry out its obligations

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

Warrant and Warrant Shares). The execution, delivery and perfonnance by the

Company ofthis Agreement and the Warrant and the consummation of the

transactions contemplated hereby and thereby have been duly authorized by all

necessary corporate action on the part ofthe Company and its stockholders, and

no further approval or authori7..ation is required on the part ofthe Company,

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

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

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

Bankruptcy Exceptions.

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

Agreement and the Warrant and the consummation of the transactions

contemplated hereby and thereby and compliance by the Company with the

provisions hereof and thereof, will not (A) violate, conflict with, or result in a

breach of any provision of, or constitute a default (or an event which, with notice

6
or lapse of time or both, would constitute a default) under, or result in the

termination of, or accelerate the performance required by, or result in a right of

termination or acceleration of, or result in the creation of, any lien, security

interest, charge or encumbrance upon any ofthe properties or assets of the

Company or any Company Subsidiary under any ofthe terms, conditions or

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

stockholders set forth on Schedule C. its organizational documents or (ii) any note,

bond, mortgage, indenture, deed of trust, license, lease, agreement or other

instrument or obligation to which the Company or any Company Subsidiary is a

party or by which it or any Company Subsidiary may be bound, or to which the

Company or any Company Subsidiary or any ofthe properties or assets of the

Company or any Company Subsidiary may be subject, or (B) subject to

compliance with the statutes and regulations referred to in the next paragraph,

violate any statute, rule or regulation or any judgment, ruling, order, writ,

injunction or decree applicable to the Company or any Company Subsidiary or

any oftheir 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

EfTect.

(iii) Other than the filing of the Certificate of Designations with the Secretary

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

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

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

the filing of any proxy statement contemplated by Section 3.1 and such as have

been made or obtained, no notice to, filing with, exemption or review by. or

authorization, consent or approval of, any Governmental Entity is required to be

made or obtained by the Company in connection with the consummation by the

Company of the Purchase except for any sueh notices, filings, exemplions,

reviews, authorizations, consents and approvals the failure of which to make or

obtain would not, individually or in the aggregate, reasonably be expected to have

a Company Material Adverse Effect.

(f) Anti-takeover Provisions and Rights Plan. The Board of Directors 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 of the Warrant in accordance with its

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

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

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

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

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

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

accordance with its tenns.

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

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

7
Report on F'onn 1O~K with the SEC prior to the Signing Date, no fact, circumstance, event,

change, occurrence, condition or development has occurred that, individually or in the aggregate,

has had or would reasonably be expected to have a Company Material Adverse Effect.

(h) Company Financial Statements. Each ofthe consolidated financial statements of

the Company and its consolidated subsidiaries (collectively the "Company Financial Sratements")

included or incorporated by reference in the Company Reports filed with the SEC since

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

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

prior to the Signing Date, as of the date ofsuch amendment) and the consolidated results oftheir

operations for the periods specified therein; and except as stated therein, such financial

statements (A) were prepared in conformity with GAAP applied on a consistent basis (except as

may be noted therein), (8) have been prepared from, and are in accordance with, the books and

records of the Company and the Company Subsidiaries and (C) complied as to fonn, as of their

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

requirements and with the published rules and regulations ofthe SEC with respect thereto.

(i) Reports.

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

Company (each a "Compcmy Subsidimy" and, collectively, the "Company

Subsidiaries") has timely filed all reports, registrations, documents, filings,

statements and submissions, together with any amendments thereto, that it was

required to file with any Governmental Entity (the foregoing, collectively, the

"Company ReporlS") and has paid all fees and assessments due and payable in

connection therewith, except, in each case, as would not, individually or in the

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

As of their respective dates of filing, the Company Reports complied in all

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

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

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

if amended prior to the Signing Date, as of the date ofsuch amendment, contain

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

order to make the statements made therein, in light of the circwnstances under

which they were made, not misleading, and (8) complied as to form in all

material respects with the applicable requirements of the Securities Act and the

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

were complcte and accurate in all material respects as oftheir respective dates. No

executive omcer of the Company or any Company Subsidiary has failcd in any

respect to make the certifications required of him or her under Section 302 or 906

of the Sarbanes·Oxley Act of2002.

(ii) The records, systems. controls, data and infonnation 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 of

the Company or the Company Subsidiaries or their accountants (including all

8
means of access thereto and therefrom), except for any non-exclusive ownership

and non-direct control that would not reasonably be expected to have a material

adverse effect on the system of internal accounting controls described below in

this Section 2.2(i)(ii). The Company (A) has implemented and maintains

disclosure controls and procedures (as defined in Rule 13a-15(c) of the Exchange

Act) to ensure that material infornlation relating to the Company, including the

consolidated Company Subsidiaries, is made known to the chief executive officcr

and the chicf financial officcr of the Company by others within those entities, and

(B) has disclosed. based on its most recent evaluation prior to the Signing Date, to

the Company's outside auditors and the audit committee of the Board of Dircctors

(x) any significant deficiencies and material weaknesses in the design or operation

ofinternal controls over financial reporting (as defined in Rule 13a-15(1) ofthe

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

to record, process, summarize and report financial infonnation and (y) any fraud,

whether or not material, that involves management or other employees who have

a significant role in the Company's internal controls over financial reporting.

U) No Undisclosed Liabilities. Neither the Company nor any of the Company

Subsidiaries has any liabilities or obligations of any nature (absolute, acemed, contingent or

otherwise) which arc not properly renccted or reserved against in the Company Financial

Statements to the extent required to be so renected or reserved against in accordance with GAAP,

except for (A) liabilities that have arisen since the last fiscal year end in the ordinary and usual

course of business and consistent with past practice and (B) liabilities that, individually or in the

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

Adverse Effect.

(k) Offering of Securities. Neither the Company nor any person acting on its behalf

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

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

the I)llfchased Securities under the Securities Act, and the rules and regulations of the SEC

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

Purchased Securities to Investor pursuant to this Agreement to the registration requirements of

the Securities Act.

(I) Litigation and Other Proceedings. Except (i) as set forth on Schedule 0 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 arc

9
required in order to permit them to own or lease their properties and assets and to carry on thcir

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

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

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

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

the Company, have been threatened to be charged with or given notice of any violation ol~ any

applicable domestic (federal, state or local) or foreign law, statute, ordinance, license, rule,

regulation, policy or guideline, order, demand, writ, injunction, decree or judgment of any

Governmental Entity, other than such noncompliance, defaults or violations that would not,

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

Effect. Except for statutory or regulatory restrictions of general application or as set forth on

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

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

reasonably be expected to have a Company Material Adverse Effect.

(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) of the Employee Retirement Income Security

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

officer or director of the Company or any member of its "Controlled Grol/p" (defined as any

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

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

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

which the Company or any member of its Controlled Group would have any liability, whether

actual or contingent (each, a "Plan") has been maintained in compliance with its terms and with

the requirements of all applicable statutes, rules and regulations, including ERISA and the Code;

(8) with respect to each Plan subject to Title IV ofER1SA (including, for purposes ofthis clause

(8), any plan subject to Title IV of ERISA that the Company or any member of its Controlled

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

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

event for which the notice period referred to in Section 4043(c) of ERISA has been waived, has

occurred in the three years prior to the Signing Date or is reasonably expected to occur, (2) no

"accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412

ofthe Code), whether or not waived, has occurred in the three years prior to (he 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 (detennined based on the assumptions

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

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

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

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

"multicmployer plan", within the meaning of Section 4001 (c)(3) of ERISA); and (C) each Plan

that is intended to be qualified under Scction 401 (a) of the Code has received a favorable

detennination 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.

10
(0) Taxes. Except as would not, individually or in the aggregate, reasonably be

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

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

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

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

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

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

property, sales, usc. license, excise, franchise, employment, payroll, withholding, alternative or

add on minimwn, ad valorem, transfer or excise ta"<, or any other tax, custom, duty,

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

interest or penalty, imposed by any Governmental Entity.

(P) Properties and 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

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

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

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

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

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

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

reasonably be expected to have a Company Material Adverse Effect:

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

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

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

relating to the release of hazardous substances as defined under any local, state or

federal environmental statute, regulation or ordinance, including the

Comprehensive Environmental Response, Compensation and Liability Act of

1980, pending or, to the Company's knowledge, threatened against the Company

or any Company Subsidiary;

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

proceeding, claim or action; and

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

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

or third party imposing any such environrnentalliability.

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

aggregate, reasonably be expected lo 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 of business, (ii) in accordance

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

11
regulatory policies and (iii) with counterparties believed to be financially responsible at the time;

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

or one of the Company Subsidiaries, enforceable in accordance with its terms, except as may be

limited by the Bankruptcy Exceptions. Neither the Company or the Company Subsidiaries, nor,

to the knowledge of the Company, any other party thereto, is in breach of any of its obligations

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

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

(s) Agreements with Regulatorv Agencies. Except as set forth on Schedule F, neither

the Company nor any Company Subsidiary is subject to any material cease-and-desist or other

similar order or enforcement action issued by, or is a party to any material \vritten agreement,

consent agreement or memorandum of understanding with, or is a party to any commitment letter

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

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

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

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

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

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

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

sentence, a "Regu!atOfY Agreement"). nor has the Company or any Company Subsidiary been

advised since December 31,2006 by any such Governmental Entity that it is considering issuing.

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

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

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

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

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

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

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

Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)).

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

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

reasonably has determined to be prudent and consistent with industry practice. The Company and

the Company Subsidiaries are in material compliance with their insurance policies and arc not in

default under any of the material terms thereof, each such policy is outstanding and in full force

and effect, all premiums and other payments due under any material policy have been paid, and

all claims thereunder have been filed in due and timely fashion, except. in each case, as would

not. individually or in the aggregate, reasonably be expected to have a Company Material

Adverse Effect.

(u) Intellectual Property. Except as would not, individually or in the aggregate,

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

Company Subsidiary owns or otherwise has the right lo usc, all intellectual property rights,

including all trademarks, trade dress, lrade 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 of its branch facilities ("Proprietary Rights") free and clear of all liens and

12
any claims of ownership by current or fonner 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 (Of, to the knowledge ofthe Company, oral) communications alleging thaI 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

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

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

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

person has infringed, diluted, misappropriated or violated, any 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 Of other fee or commission in connection with this

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

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

Investor could have any liability.

Article III

Covenants

3.1 Commercially Reasonable Efforts.

(a) Subject to the tenns and conditions of this Agreement, each of the parties will usc

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 pennit consummation of the Purchase as promptly as practicable and otherwise to

enable consummation of the transactions contemplated hereby and shall use commercially

reasonable efforts to cooperate with the other party to that end.

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

Schedule C, then the Company shall comply with this Section 3.I(b) and Section 3.I(c). 'Ibe

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

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

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

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

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

sufficient to pennit the full exercise ofthe Warrant for Common Stock and comply with the

other provisions of this Section 3.1 (b) and Section 3.I(c). The Board of Directors shall

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

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

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

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

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

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

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

13
days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies

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

Investor promptly of the receipt of any comments fTom the SEC or its stafT with respect to the

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

shall include a proposal to approve (and the Board of Directors shall recommend approval 01)

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

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

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

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

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

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

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

circumstances under which they are made, not misleading.

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

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

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

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

counsel.

3.3 Sufficiency of Authori7.ed Common Stock: Exchange Listing.

(a) During the period from the Closing Date (or, if the approval of the Stockholder

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

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

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

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

in respect of the exercise of the Warrant by delivery ofshares of Common tock which are held

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

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

14
securities exchange on which the Common Stock is listed, subject to official notice of issuance,

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

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

efforts to cause the Preferred Shares to be approved for listing on a national securities exchange

as promptly as practicable following such request.

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

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

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

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

cause any covenant or agreement of the Company contained in this Agreement not to be

complied with or satisfied in any material respect and (ii) except as Previously Disclosed. any

fact, circumstance, event, change, occurrence, condition or development of which the Company

is aware and which, individually or in the aggregate, has had or would reasonably be expected to

have a Company Material Adverse Effect; provided, however, that delivery of any notice

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

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

breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied

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

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

3.5 Access. Infonnation and Confidentialitv.

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

Preferred Shares having an aggregate liquidation value of less than 10010 of the Purchase Price,

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

acting through the Appropriate Federall3anking Agency, to examine the corporate books and

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

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

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

any infonnation 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 shaJl

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

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

or any Company Subsidiary to disclose any infonnation 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 of any agreement to which the Company or any Company

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

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

appropriate substitute disclosure arrangements under circumstances where the restrictions in this

clause (ii) apply).

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

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

(collectively, "Information") concerning the Company furnished or made available to it by the

15
Company or its representatives pursuant to this Agreement (except to the extent that such

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

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

other sources by the party to which it was furnished (and without violation of any other

confidentiality obligation»; provided that nothing herein shall prevent the Investor from

disclosing any Information to the extent required by applicable laws or regulations or by any

subpoena or similar legal process.

Article IV

Additional Agreements

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

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

securities laws. The Investor (a) is acquiring the Purchased Securities pursuant 10 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 sellar othenvise dispose of any ofthe Purchased Securities or the

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

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

and experience in financial and business matters and in investments of this type that it is capable

of evaluating the merits and risks of the Purchase and of making an infornled investment

decision.

4.2 Legends.

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

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

"THE SECURITIES REPRESENTED BY TI-I1S INSTRUMENT IIAVE NOT

BEEN REGISTERED UNDER THE SECURlTIES ACT or 1933, AS

AMENDED, OR THE SECURITIES LAWS OF A Y STATE A 0 MAY OT

BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED or EXCEPT

WHILE A REGISTRATIO STATEMENT RELATI G THERETO IS IN

EFFECT UNDER UCH ACT A D APPLICABLE STATE SECURlTIES

LAWS OR PURSUANT TO A EXEMPTION FROM REGISTRATION

UNDER SUCH ACT OR SUCH LAWS."

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

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

"TI-I1S INSTRUME T IS ISSUED SUBJECT TO THE RESTRJCTIO S ON

TRANSFER A '0 OTHER PROVISIO S OF A SECURJTIES PURCHASE

AGREEMENT BETWEEN THE ISSUER OF THESE SECURJTIES AND THE

I VESTOR REFERRED TO THEREIN, A COPY OF WIIICH IS 0 FILE

WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS

INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED

16
EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR

OTHER TRA SFER 01' IN COMPLIANCE WITH SAID AGREEMENT

WILL BE VOID."

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

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

"THE SECURITIES REPRESENTED BY TillS INSTRUMENT ARE NOT

SAVI GS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK

AND ARE 0'1' I SURED BY THE FEDERAL DEPOSIT INSURANCE

CORPORATIO OR A YOTHER GOVERNME TAL AGENCY.

THE SECURITIES REPRESENTED BY THIS I STRUMENT HAVE 01' BEE

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

"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY 0'1' BE

TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A

REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT

AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION

FROM REGISTRATION UNDER SUCH ACT OR SUCH LA WS. EACH PURCHASER OF

THE SECURITIES REPRESENTED BY THIS I STRUMENT IS NOTIFIED THAT THE

SELLER MAY BE RELYING 0 THE EXEMPTIO FROM SECTION 5 OF THE

SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF

THE SECURITIES REPRESE TED BY THIS I STRUME T BY ITS ACCEPTANCE

HEREOF (I) REPRESE TS THAT IT IS A "QUALIFIED INSTITUTIO AL BUYER" (AS

DEl'I ED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL

NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESE TED BY

THIS INSTRUME l' EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT

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

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR

RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A

"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE

SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE

ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN

THAT THE TRANSFER IS BEING MADE IN REllA CE 0 RULE 144A, (C) TO THE

ISSUER OR (D) PURSUA 'I' TO A Y OTHER AVAILABLE EXEMPTION FROM THE

REGISTRATION REQUIREMENTS OF THE SECURITIES ACT A D (3) AGREES THAT

IT WILL GIVE TO EACH PERSO TO WHOM TilE SECURITIES REPRESENTED BY

THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTA TlALLY TO THE

EFFECT OF TI·IIS LEGEND."

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

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

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

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

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

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

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

17
Warrant in compliance with Section 4.4, the Company shall issue new certificates or other

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

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

certificates or other instruments.

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

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

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

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

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

Company.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Company or any ofthe Company Subsidiaries after the Closing 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 of the Company at the time of issuance under the

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

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

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

2008). "Business Combination" means a merger, consolidation, statutory share exchange or

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

4.5 Registration Rights.

(a) Registration.

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

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

in any event no later than 30 days after the Closing Date), the Company shall

prepare and file with the SEC a Shelf Registration Statement covering all

Registrable Securities (or otherwise designate an existing Shelf Registration

Statement filed with the SEC to cover the Registrable Securities), and, to the

extent the Shelf Registration Statement has not theretofore been declarcd effective

or is not automatically effective upon such filing, the Company shall use

18
reasonable best effons to cause such Shelf Registration Statement to be declared

or become effective and to keep such Shelf Registration Statement continuously

elTective and in compliance with the Securities Act and usable for resale ofsuch

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

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

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

initial Shelf Registration Statement expires). So long as the Company is a wellknown seasoned issuer (as defined in Rule 405 under the Securities Act) at the

time of filing of the Shelf Registration Statement with the SEC, such Shelf

Registration Statement shall be designated by the Company as an automatic Shelf

Registration Statement. otwithstanding the foregoing, if on the Signing Date the

Company is not eligible to file a registration statement on Fonn S-3, then the

Company shall not be obligated to file a Shelf Registration Statement unless and

until requested to do so in writing by the Investor.

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

a shelf registration on an appropriate form under Rule 415 under the Securities

Act (a "ShelfRegisfration Statement"). If the Investor or any other Holder intends

to distribute any Registrable Securities by means of an underwritten offering it

shall promptly so advise the Company and the Company shall take all reasonable

steps 10 facilitate such distribution, including the actions required pursuant to

Section 4.5(c); provided that the Company shall not be required to facilitate an

underwritten offering of Registrable Securities unless the expected gross proceeds

from such offering exceed (i) 2% ofthe initial aggregate liquidation preference of

the Preferred Shares ifsuch initial aggregate liquidation preference is less than $2

billion and (ii) $200 million if the initial aggregate liquidation preference of the

Preferred Shares is equal to or greater than $2 billion. The lead under".,.iters in

any such distribution shall be selected by the Holders of a majority ofthe

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

and pennitted under applicable law, such Holders shall consider the qualifications

of any broker-dealer Affiliate of the Company in selecting the lead undenvriters

in any such distribution.

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

resale of Registrable Securities from an effective Shelf Registration Statement) or

an underwritten offering pursuant to Section 4.5(a): (A) with respect to securities

that arc not Registrable Securities; or (B) if the Company has notified the Investor

and all other Holders that in the good faith judgment of the Board of Directors, it

would be materially detrimental to the Company or its securityholders for such

registration or underwritten offering to be effected at such time, in which event

the Company shall have the right to defer such registration for a period of not

more than 45 days after receipt of the request of the Investor or any other Holder;

provided that such right to delay a registration or underwritten offering shall be

exercised by the Company (I) only if the 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 12-

month period and not more than 90 days in the aggregate in any 12-month period.

19
(iv) If during any period when an effcctive Shelf Registration Statement is not

available, the Company proposes to register any of its equity securities, other than

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

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

distribution of Registrable Securities, the Company will give prompt written

notice to the Investor and all olher Holders of its intention to effect such a

registration (but in no event less than ten days prior to the anticipated filing date)

and will include in such registration all Registrable Securities wilh 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 Regislralion").

Any such person that has made such a wrinen request may withdraw its

Registrable Securities fTom such Piggyback Registration by giving written notice

to the Company and the managing underwriter, ifany. on or before the fifth

business day prior to the planned effective date ofsuch Piggyback Registration.

The Company may tenninate or withdraw any regislration under this Section

4.5(a)(iv) prior to the effectiveness ofsuch registration, whether or not Investor or

any other Holders have elected to include Registrable Securities in such

registration.

(v) If the registration referred to in Section 4.5(a)(iv) is proposed lo be

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

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

of Investor and all other Holders to registration pursuant to Section 4.5(a) will be

conditioned upon such persons' participation in such underwriting and the

inclusion ofsuch person's Registrable Securities in the underwriting ifsuch

securities arc ofthe same class ofsecurities as the securities to be offered in the

underwritten offering, and each such person will (together with the Company and

the other persons distributing their securities through such underwriting) enter

into an underwriting agreement in customary form with the underwriter or

underwriters selected for such underwriting by the Company; provided that the

Investor (as opposed to other Holders) shall not be required to indemnify any

person in connection with any registration. If any participating person disapproves

ofthe tenns ofthe underwriting. such person may elect to withdraw therefrom by

written notice to the Company, the managing underwriters and the Investor (if the

Investor is participating in the underwriting).

(vi) If either (x) the Company grants "piggyback" registration rights to one or

morc third parties to include their securities in an underwritten offering under the

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

Registration under Section 4.5(a)(iv) relates to an underwritten offering on behalf

oftile 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 of the

20
offering (including an adverse effect on the per share offering price), which

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

case of a Piggyback Registration under Section 4.5(a)(iv), the securities the

Company proposes to sell, (8) then the Registrable Securities of the Investor and

all other Holders who have requested inclusion of Registrable Securities pursuant

to Section 4.5(a)(ii) or Section 4.5(a)(iv), as applicable, pro rata on the basis of

the aggregate number ofsuch securities or shares owned by each such person and

(C) lastly. any other securities of the Company that have been requested to be so

included, subject to the temlS of this Agreement; provided, however, that if the

Company has, prior to the Signing Date. entered into an agreement with respect to

its securities that is inconsistent with the order of priority contemplated hereby

then it shall apply the order of priority in such conflicting agreement to the extent

that it would otherwise result in a breach under such agreement.

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

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

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

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

of the securities so registered.

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

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

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

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

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

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

distribution of Registrable Securities pursuanlto an efTective Shelf Registration Statement, the

Company shall, as expeditiously as reasonably practicable:

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

proposed offering of Registrable Sccurities pursuant to an effective registration

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

all securities covered by such registration statement.

(iii) Fumish to the Holders and any underwriters such number of copies of the

applicable registration statement and each such amendment and supplement

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

preliminary prospectus, in conformity with the requirements orthe 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.

21
(iv) Use its reasonable best efforts to register and qualify the securities covered

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

such jurisdictions as 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 rcasonably necessary to enable such seller to consummate the

disposition in such jurisdictions of the securities owned by such Holder; provided

that the Company shall not be required in connection therewith or as a condition

thereto to qualify to do business or to file a general consent to service of process

in any such states or jurisdictions.

(v) otify each Holder of Registrable Securities at any time when a

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

the happening of any event as a result of which the applicable prospectus, as then

in effect, includes an untrue statemcnt of a material fact or omits to state a

material fact required to be stated thcrein 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 ection 4.5(a) or

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

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

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

become effective;

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

registration statemcnt or the prospectus included therein or for additional

infonnation;

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

effectiveness of any registration statement or the initiation of any proceedings for

that purpose;

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

notification with respect to the suspension of the qualification of the Common

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

for such purpose;

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

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

registration statcment in order to make the statements therein not mislcading

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

prospectus until the requisite changes have been made); and

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

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

to be true and correct.

22
(vii) Use its reasonable best efforts to prevent the issuance or obtain the

withdrawal of any order suspending the effectiveness of any registration statement

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

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

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

statement or a supplement to the related prospectus or file any other required

document so that, as thereafter delivered to the Holders and any underwriters, the

prospectus will not contain an untrue statement of a material fact or omit to state

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

circumstances under which they were made, not misleading. If the Company

notifies the Holders in accordance with Section 4.5(c)(vi)(E) to suspend the use of

the prospectus until the requisite changes to the prospectus have been made, then

the Holders and any underwriters shall suspend use ofsuch prospectus and use

their reasonable best efforts to return to the Company all copics ofsuch

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

such Holders' or underwriters' possession. The total number of days that any such

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

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

transfer agent in settling any offering or sale of Registrable Securities, including

with respect to the transfer of physical stock certificates into book-entry form in

accordance with any procedures reasonably requested by the Holders or any

managing underwriter(s).

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

into an underwriting agreement in customary foml, scope and substance and take

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

Registrable Securities being sold in connection therewith or by the managing

undcrwriter(s), if any, to expedite or facilitate the underwritten disposition 01' such

Registrable Securities, and in connection therewith in any underwritten offering

(including making members ofmanagement and executives of the Company

available to participate in "road shows", similar sales events and other marketing

activities), (A) make such representations and warranties to the Holders that are

selling stockholders and the managing underwriter(s), if any, with respect to the

business of the Company and its subsidiaries, and the Shelf Registration

Statement, prospectus and documents, if any, incorporatcd or deemed to be

incorporated by reference therein, in each case, in customary fonn, substance and

scope, and, if true, confirm the same if and when requested, (13) usc its reasonable

best efforts to furnish the underwriters with opinions of counsel to the Company,

addressed to the managing underwriter(s), if any, covering the matters

customarily covered in such opinions requested in underwritten offerings, (C) usc

its reasonable best efforts to obtain "cold comfort" leners from the independent

certified public accountants of the Company (and, if necessary, any other

independent certified public accountants of any business acquired by the

Company for which financial statements and financial data are included in the

Shelf Registration Statement) who have certified the financial statements included

23
in such Shelf Registration Statement, addressed to each ofthe managing

underwriter(s), if any, such letters to be in customary form and covering matters

of the type customarily covered in "cold comfort" leners, (0) ifan underwriting

agreement is entcred into, the same shall contain indemnification provisions and

proccdures customary in underwritten offerings (provided that the Investor shall

not be obligated to provide any indemnity), and (E) deliver such documents and

certificates as may be reasonably requested by the Holders of a majority of the

Registrable Securities being sold in connection therewith, their counsel and the

managing underwriter(s), ifany, to evidence the continued validity of the

rcpresentations and warranties made pursuant to clause (i) abovc and to evidence

compliance with any customary conditions contained in the underwriting

agreemcnt or other agreement entered into by the Company.

(xi) Make available for inspection by a representative of Holders that arc

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 of the Company to supply all information in

each case reasonably requested (and of the type customarily provided in

connection with due diligence conducted in connection with a registered public

offering 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, irno similar securities issued by the Company arc

then listed on any national securities exchange, use its reasonable best efforts to

cause all such Registrable Securities to be listed on such securities exchange as

the Investor may designate.

(xiii) Ifrcquested by Holders ora majority ofthe Registrable Securities being

registered and/or sold in connection therewith, or the managing underwriter(s), if

any, promptly include in a prospectus supplement or amendment such information

as the Holders of a majority of the Registrable Securities being registered and/or

sold in connection therewith or managing underwriter(s), ifnny, may reasonably

request in order to permit the intended method of distribution 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 II (a) of the Securities Act and Rule 158 thereunder.

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

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

statement ofa material fact or omits or may omit to state a material facl required to be stated

therein or necessary to make the statements therein not misleading or that circumstances exist

24
that make inadvisable use ofsuch registration statement. prospectus or prospectus supplement,

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

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

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

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

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

12-monlh period shall not exceed 90 days.

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

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

not be available unless such securities are Registrable Securities.

(f) Furnishing Information.

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

(as defined in Rule 405) in connection with the sale of Registrable Securities

without the prior written consent ofthe Company.

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

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

the underwriters, ifany. shall furnish to the Company such information regarding

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

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

oftheir Registrable Securities.

(g) Indemnificmion.

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

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

agents, representatives and Affiliates, and each Person, if any, lhat controls a

Holder wilhin the meaning oflhe Securities Act (each, an "Indemnitee"), against

any and all losses, claims. damages, actions, liabilities, costs and expenses

(including reasonable fees, expenses and disbursements of attorneys and other

professionals incurred in connection with investigating, defending, settling,

compromising or paying any such losses, claims, damages, actions, liabilities,

costs and expenses), joint or several, arising out of or based upon any untrue

statement or alleged untrue statement of material fact contained in any registration

statement, including any preliminary prospectus or final prospectus contained

therein or any amendments or supplements thereto or any documents incorporated

therein by reference or contained in any free writing prospectus (as such tenn 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

25
statements therein, in light of the circumstances under which they were made, not

misleading; provided, that the Company shall not be liable to such Indemnitee in

any such casc to the extent that any such loss, claim, damage, liability (or action

or procceding in respect thereof) or expense arises out of or is based upon (A) an

untrue statemcnt 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 frce writing prospectus

(as such tcnn is defined in Rule 405) prepared by the Company or authorized by it

in writing for use by such Holdcr (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 (8) offers

or sales effected by or on behalf ofsuch Indemnitee "by means or' (as defined in

Rule l59A) a "fTee writing prospectus" (as defined in Rule 405) that was not

authorized in writing by the Company.

(ii) If the indemnification provided for in Section 4.S(g)(i) is unavailable to an

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

or expenses referred to therein or is insufficient to hold the Indemnitee hannless

as contemplated therein, then the Company, in lieu of indemnifying such

Indemnitee, shall contribute to the amount paid or payable by such Indemnitee as

a result 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 expenses as well as any other relevant equitable considerations.

The relative fault of the Company, on the one hand, and ofthc Indemnitee, on the

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

untruc statement of a material fact or omission to state a material fact relates to

infonnation supplied by the Company or by the Indemnitee and the parties'

relative intent, knowledge, access to infonnation and opportunity to correct or

prevent such statcment or omission; the Company and each Holder agree that it

would not be just and equitable if contribution pursuant to this Section 4.5(g)(ii)

were detennined by pro rata allocation or by any other method of allocation that

does not take account of the equitable considerations referred to in Section

4.5(g)(i). No Indemnitee guilty offTaudulent misrepresentation (within the

meaning of Section 11 (f) of the Securities Act) shall be entitled to contribution

from the Company if the Company was nol guilty ofsuch fraudulent

misrepresentation.

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

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

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

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

the initial aggregate liquidation preference ofthe Preferred Shares ifsuch initial aggregate

26
liquidation preference is less than $2 billion and (ii) $200 million if the initial aggregate

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

following the effective date ofsuch offering or such longer period up to 90 days as may be

requested by the managing underwriter for such underwrinen offering. The Company also agrees

to cause such of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to 90 days as may be requested by the

managing underwriter. "Special Registration" means the registration of(A) equity securities

and/or options or other rights in respect thereofsolely registered on Form S-4 or Form S-8 (or

successor fonn) or (8) shares of equity sccurities and/or options or other rights in respect thereof

to be offered to directors, members of management, employees, consultants, customers, lenders

or vendors of the Company or Company Subsidiaries or in connection with dividend

reinvestment plans.

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

Holders the benefits of certain rules and regulations ofthe SEC whieh may pernlit the sale ofthe

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

reasonable best efforts to:

(i) make and keep public information available, as those terms are understood

and defined in Rule 144(c)(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 (8) ifat any time the

Company is not required to liIe such report'S, make available, upon the request of

any Holder, such infonnation necessary to permit sales pursuant to Rule I44A

(including the infonnation required by Rule I44A(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 wrillen statement

27
by the Company as to its compliance with the reporting requirements of Rule 144

under the Securities Act, and of the Exchange Act; a copy of the most recent

annual or quarterly report ofthe Company; and such other reports and documents

as the Investor or Holder may reasonably request in availing itself of any rule or

regulation of the SEC allowing it to sell any such securities to the public without

registration; and

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

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

Securities without registration under the Securities Act.

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

respective meanings:

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

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

transferred in compliance with Section 4.5(h) hereof.

(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 in compliance with

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

declaration or ordering of effectiveness ofsuch registration statement or (B) filing

a prospectus and/or prospectus supplement in respect of an appropriate effective

registration statement on Form S-3.

(iv) "Registrable Securities" means (A) all Preferred Shares, (8) the Warrant

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

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

or (8) by way of conversion, exercise or exchange thereof, including the Warrant

Shares, or share dividend or share split or in connection with a combination of

shares, recapitalization, reclassification, merger, amalgamation. arrangement,

consolidation or other reorganization, provided that, once issued, such securities

will not be Registrable Securities when (I) they are sold pursuant to an effective

registration statement under the ecurities Act, (2) except as provided below in

Section 4.5(0), they may be sold pursuant to Rule 144 without limitation

thereunder on volume or manner 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 of the

securities. No Registrable Securities may be registered under marc than one

registration statement at anyone time.

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

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

rcgistratjon or prospectus becomes effective or final) or otherwise complying with

28
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 ./15" mean,

in each case, such rule promulgated under the Securities Act (or any successor

provision), as the same shalt be amended from time to time.

(vii) "Selling Expenses!l mean all discounts, selling commissions and stock

transfer taxes applicable to the sale of Registrable Securities and fees and

disbursements of counsel for any Holder (other than the fees and disbursements of

Holders' Counsel included in Registration Expenses).

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

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

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

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

if the holder had not withdrawn; and provided, further, that no such forfeiture shall tenninate a

Holder's rights or obligations under Section 4.5(t) with respect to any prior registration or

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

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

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

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

Holder's forfeiture.

(m) Spccific Perfonnance. The parties hereto acknowledge that there would be no

adequate remedy at law if the Company fails to perfonn any of its obligations under this Section

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

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

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

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

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

of this Section 4.5.

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

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

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

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

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

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

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

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

29
hereof, the Company shall use its reasonable best efforts to amend such agreements to ensure

they arc consistent with the provisions ofthis Section 4.5.

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

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

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

Section 4.5(c), Section 4.5(g) and Section 4.5(i) shall continue to apply until such securities

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

other disposition shall include any distribution 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.

(p) Registered Sales of the Warrant. The Holders agree to sell the Warrant or any

portion thereof under the Shelf Registration Statement only beginning 30 days after notifying the

Company of any sllch sale, during which 3D-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 Voting of Warrant Shares. Notwithstanding anything in this Agreement to the

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

4.7 Depositary Shares. Upon request by the Investor at any time following the

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

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

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

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

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

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

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

Agreement.

4.8 Restriction on Dividends and Repurchases.

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

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

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

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

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

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

amount orthe last quarterly cash dividend per share declared or, if lower, pllblicly

announced an intention to declare, on the Common Stock prior to October 14,

2008, as adjusted for any stock split, stock dividend, reverse stock split,

reclassification or similar transaction, (B) dividends payable solely in shares of

30
Common Stock and (C) dividends or distributions of rights or Junior Stock in

connection with a stockholders' rights plan); or

(ii) redeem, purchase or acquire any shares of Common Stock or other capital

stock or other equity securities of any kind ofthe Company, or any trust preferred

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

redemptions, purchases or other acquisitions ofthe Preferred Shares, (8)

redemptions, purchases or other acquisitions ofshares of Common Stock or other

Junior Stock, in each case in this clause (8) in connection with the administration

of any employee benefit plan in the ordinary course of business (including

purchases to offset the Share Dilution Amount (as defined below) pursualll to a

publicly announced repurchase plan) and consistent with past practice; provided

that any purchases to offset the Share Dilution Amount shall in no event exceed

the Share Dilution Amount, (C) purchases or other acquisitions by a broker-dealer

subsidiary ofthe Company solely for the purpose of market-making, stabilization

or customer facilitation transactions in Junior Stock or Parity Stock in the

ordinary course of its business, (D) purchases by a broker-dealer subsidiary of the

Company of capital stock of the Company for resale pursuant to an offering by

the Company ofsuch capital stock underwritten by such broker-dealer subsidiary,

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

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

record 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, and (G) the exchange or conversion ofJunior

Stock for or into other Junior Stock or of Parity Stock or trust preferred securities

for or into other Parity Stock (with the same or lesser aggregate liquidation

amount) or Junior Stock, in each case set forth in this clause (G), solely to the

extent required pursuant to binding contractual agreements entered into prior to

the Signing Date or any subsequent agreement for the accelerated exercise,

settlement or exchange thereof for Common Stock (clauses (C) and (F),

collectively, the "Permitted Repurchases"). "Share Dilution Amount" means the

increase in the number of diluted shares outstanding (detennined in accordance

with GAAP. and as measured from the date of the Company's most recently filed

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

vesting or exercise or equity-based compensation to employees and equitably

adjusted for any stock split, stock dividend, reverse stock split, reclassification or

similar transaction.

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

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

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

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

same terms and conditions.

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

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

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

31
"Parity Stock" means any class or series ofstock orthe Company the tenns of which do not

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

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

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

4.9 Repurchase oflnvestor Securities.

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

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

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

other equily securities oCthe Company purchased by Ihe Investor pursuant 10 this Agreement or

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

the Fair Market Value of the equity security.

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

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

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

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

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

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

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

the securities.

(c) As used in this Section 4.9, the following tenns shall have the following

respective meanings:

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

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

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

appointing its appraiser within 10 days after the Appraisal Procedure is invoked.

Ifwithin 30 days after appointment of the two appraisers they are unable to agree

upon the Fair Market Value, a third independent appraiser shall be chosen within

10 days thereafter by the mutual consent ofsuch first two appraisers. The decision

ofthe third appraiser so appointed and chosen shall be given within 30 days after

the selection ofsuch third appraiser. Irthree appraisers shall be appointed and the

detennination of one appraiser is disparate from the middle detennination by

more than twice the amount by which the other determination is disparate from

the middle determination, then the determination ofsuch appraiser shall be

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

shall be binding and conclusive upon the Company and the Investor; otherwise,

the average of all three determinations shall be binding upon the Company and

the Investor. The costs of conducting any Appraisal Procedure shall be borne by

the Company.

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

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

faith in reliance on an opinion ofa nationally recognized independent investment

32
banking firm retained by the Company for this purpose and certified in a

resolution to the Investor. Ifthe Investor does not agree with the Board of

Director's determination, it may object in writing within 10 days of receipt of the

Board of Director's determination. In the event ofsuch an objection, an authorized

representative ofthe fnvcstor and the chief executive officer ofthe Company shall

promptly meet to resolve the objection and to agree upon the Fair Market Value.

If the chief executive officer and the authorized representative are unable to agree

on the Fair Market VallIe during the 10-day period following the delivery of the

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

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

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

4.10 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 Omcers comply in all respects with Section III (b) of the EESA as implemented by

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

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

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

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

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

Article V

Miscellaneous

5.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by either the Investor or the Company 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 tenn of this Agreement, it being understood that the panics 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, further, that the right 10

terminate this Agreement under this Section 5.I(a) shall not be available to any party whose

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

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

date; or

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

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

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

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

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

33
In the event oftermination of this Agreement as provided in this Section 5.1, this Agreement

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

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

Agreement.

5.2 Survival of Representations and Warranties. All covenants and agreements, other

than those which by their terms apply in whole or in part after the Closing, shall tenninate as of

the Closing. The represenlations and warranties of the Company made herein or in any

certificates delivered in connection with the Closing shall survive the Closing without limitation.

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

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

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 thereof nor shall any single or partial exercise thereof preclude any other or further

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

cumulative of any rights or remedies provided by law.

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

the Purchase are for the sole benefit ofsuch party and may be waived by such party in whole or

in part to the extent pennined by applicable law. No waiver will be effective unless it is in a

writing signed by a duly authorized officer of the waiving party that makes express reference to

the provision or provisions subject to such waiver.

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

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

the extent such Inw is applicablc, and othen\lise in accordance with the laws of the State of

New York applic11ble to contracts made and to be performed entirely within such State.

Each of the I)arties hereto agrees (3) to submit to the cxclusive jurisdiction and venue of the

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

Federal Chlims for any :md all actions, suits or proceedings arising out of or relating to (his

Agreement or the Warrant or the transnctions contemplated hereby or thereby, and (b)

that notice m1lY be served upon (i) the Company at the address and in the manner set forth

for notices to the Compnny in Section 5.6 and (ii) the Investor in accord~mce with federal

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

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

Agreement or the Warrant or the transnctions 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 if delivered by a recognized next day

courier service. All notices to the Company shall be delivered as set forth in Schedule A, or

pursuant to such other instruction as may be designated in writing by the Company to the

Investor. All notices to the Investor shall be delivered as set forth below, or pursuant to such

other instructions as may be designated in writing by lhe Investor to the Company.

34
If to the Investor:

United States Department ofthe Treasury

1500 Pennsylvania Avenue, NW, Room 2312

Washington, D.C. 20220

Attention; Assistant General Counsel (Banking and Finance)

Fncsimile: (202) 622-1974

5.7 Definitions

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

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

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

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

interests of which having by their terms ordinary voting power to clect a majority of the board of

directors or persons performing similar functions with respect to such entity, is directly or

indirectly owned by such person and/or one or more subsidiaries thereof.

(b) The term "AjJiliClle" means, with respect to any person, any person directly or

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

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

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

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

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

otherwise.

(c) The tenns "knowledge of/he Company" or "Company's knowledge" mean lhe

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

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

Company.

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

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

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

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

a Business Combination where such party is not the surviving entity, or a sale ofsubstantially all

of its assets, to the entity which is the survivor ofsuch Business Combination or the purchaser in

such sale and (b) as provided in Section 4.5.

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

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

invalid, void or unenforceable, the remaining provisions hereof, or the application orsuch

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 detenninalion,

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

substitute provision to effect the original intent of the parties.

35
5.10 No Third Party Beneficiaries. Nothing contained in this Agreement, expressed or

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

any benefit, right or remedies, except that the provisions of Section 4.5 shall inure 10 the benel'it

of the persons referred to in that Section.

...

36
FORM OF CERTIFICATE OF DESIGNATIONS

ANNEXA
CERTIFICATE OF DESIGNATIONS

OF

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES II

OF

NORTHERN TRUST CORPORATION

Northern Trust Corporation, a corporation organized and existing under the laws

of Delaware (the "Comoration"), in accordance with the provisions of Section 151 of the

General Corporation Law of the State of Delaware thereof, docs hereby certify:

The board of directors of the Corporation (the "Board of Directors") or an

applicable committee of the Board of Directors, in accordance with the certificate of

incorporation and bylaws ofthe Corporation and applicable law, adopted the following

resolution on November 11, 2008 creating a series of 1,576,000 shares of Preferred Stock of the

Corporation designated as "Fixed Rate Cumulative Perpetual Preferred Stock. Series B".

RESOLVED, that pursuant to the provisions of the certificate of incorporation

and the bylaws ofthe Corporation and applicable law, a series of Preferred Stock, without par

value, of the Corporation 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, of the shares ofsuch

series, are as follows:

Part I. Designation and Number of Shares. There is hereby created out of the

authorized and unissued shares of preferred stock of the Corporation a series of preferred stock

designated as the "Fixed Rate Cumulative Perpetual Preferred Stock, Series B" (the "Designated

Preferred Stock"). The authorized number ofshares of Designated Preferred Stock shall be

1,576,000.

Part 2. Standard Provisions. The Standard Provisions contained in Annex A

attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a

part ofthis Certificate of Designations to the same extent as ifsuch provisions had been sel forth

in full herein.

Part. 3. Definitions. The following terms are used in this Certificate of

Designations (including the Standard Provisions in Annex A hereto) as defined below:

(a) "Common Stock" means the common stock, par value $1.66 2/3 per share, of

the Corporation.

(b) "Dividend Payment Date" means February 15, May IS, August 15 and

November 15 of each year.
(c) "Junior Stock" means the Common Stock and any other class or series of

stock of the Corporation the tenns of which expressly provide that it ranks junior to Designated

Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up

of the Corporation. Without limiting the foregoing, Junior Stock shaJl include the Corporation's

Series A Junior Participating Preferred Stock.

(d) "Liquidation Amount" means $1,000 per share of Designated Preferred Stock.

(e) "Minimum Amount" means $394,000,000.

(f) "Parity Stock" means any class or series ofstock of the Corporation (other

than Designated Preferred Stock) the teons of which do not expressly provide that such class or

series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to

rights on liquidation, dissolution or winding up of the Corporation (in each case without regard

to whether dividends accrue cumulatively or non-cumulatively).

(g) "Signing Date" means the Original Issue Date.

Part. 4. Certain Voting Matters. Holders ofshares of Designated Preferred Stock

will be entitled to one vote for each such share on any matter on which holders of Designated

Preferred Stock are entitled to vote, including any action by written consent.

[Remainder ofPage Intentionally Left Blank]

2
IN WITNESS WHEREOF, Northern Trust Corporation has caused this Certificate

of Designations to be signed by William R. Dodds, Jr., its Executive Vice President and

Treasurer, this 13th day of November, 2008.

NORTHERN TRUST CORPORATION

By: lsi William R. Dodds. Jr.

Name: William R. Dodds, Jr.

Title: Executive Vice President

and Treasurer
ANNEXA

STANDARD PROVISIONS

Section 1. General Matters. Each share of Designated Preferred Stock shall be

identical in all respects to every other share of Designated Preferred Stock. The Designated

Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard

Provisions that form a pan of the Certificate of Designations. 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 Corporation.

Section 2.

Preferred Stock:

Standard Definitions. As used herein with respect to Designated

(a) "Applicable Dividend Rate" means (i) during the period from the Original

Issue Date to, but excluding, the I1rst day of the I1rst Dividend Period commencing on or after

the fifth anniversary of the 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 of the Original

Issuc Date, 9% per annum.

(b) "Appropriate Federal Banking Agcncy" means the "appropriate Federal

banking agency" with respect to the Corporation as defined in Section 3(q) of the Federal

Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

(c) "Business Combination" means a merger, consolidation, statutory share

exchange or similar transaction that requires the approval of the Corporation's stockholders.

(d) "Business Day" means any day except Saturday, Sunday and any day on

which banking Lnstitulions in the State of New York generally are authorized or required by law

or other governmental actions to close.

(e)

fTom time to time.

"Bylaws" means the bylaws ofthe Corporation, as they may be amended

(f) "Certificate of Designations" means the Certificate of Designations or

comparable instrument relating to the Designated Preferred Stock, of which these Standard

Provisions form a part, as it may be amended from time to time.

(g) "Charter" means the Corporation's certit-icate or articles of incorporation,

articles of association, or similar organizational document.

(h) "Dividend Period" has the meaning set forth in Section 3(a).

(i) "Dividend Record Date" has the meaning set forth in Section 3(a).

(j) "Liquidation Preference" has the meaning set forth in Section 4(a).

A-I
(k) "Original Issue Date" means the date on which shares of Designated

Preferred Stock arc first issued.

(I) "Preferred Director" has the meaning set forth in Section 7(b).

(m) "Preferred Stock" means any and all series of preferred stock of the

Corporation, including the Designated Preferred Stock.

(n) "Oualified Equity Offering" means the sale and issuance for cash by the

Corporation to persons other than the Corporation or any of its subsidiaries after the Original

Issue Date ofshares of perpetual Preferred Stock, Common Stock or any combination of SllCh

stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at

the time of issuance under the applicable risk-based capilal guidelines of the Corporation's

Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to

agreements or arrangements entered into, or pursuant to financing plans which were publicly

announced, on or prior to October 13,2008).

(0) "Share Dilution Amount" has the meaning set forth in Section 3(b).

(P) "Standard Provisions" mean these Standard Provisions that form a part of

the Certificate of Designations relating to the Designated Preferred Stock.

(q) "Successor Preferred Stock" has the meaning set forth in Section 5(a).

(r) "Voting Parity Stock" means, with regard to any matter as to which the

holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b)

of these Standard Provisions that form a part of the Certificate of Designations, any and all series

of Parity Stock upon which like voting rights have been conferred and arc exercisable with

respect to such matter.

Section 3. Dividends.

(a) Rme. Holders of Designated Preferred Stock shall be entitled to receive,

on each share of Designated Preferred Stock if, as and when declared by the Board of Directors

or any duly authorized committee of the Board of Directors, but only out of assets legally

available therefor, cumulative cash dividends with respect to each Dividend Period (as defined

below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount

per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for

any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends

shall begin to aCCnle and be cumulative from the Original Issue Date, shall compound on each

subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and

until the first Dividend Payment Date for such other dividends has passed without such other

dividends having been paid on such date) and shall be payable quarterly in 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

A-2
Date to, but excluding, the next Dividend Payment Date is a "Dividend Period", provided that

the initial Dividend Period shall be the period from and including the Original Issue Date to, but

excluding, the next Dividend Payment Date.

Dividends that are payable on Designated Preferred Stock in respect of any

Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day

months. The amount of dividends payable on Designated Preferred Stock on any date prior to

the end ofa 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 of record of Designated Preferred Stock as they appear

on the stock register of the Corporation on the applicable record date, which shall be the 15th

calendar day immediately preceding such Dividend Payment Date or such other record date fixed

by the Board of Directors or any duly authorized committee of the Board or Directors that is not

more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a "Dividend

Record Date"). Any such day that is a Dividend Record Date shall be a Dividend Record Dale

whether or not such day is a Business Day.

Holders of Designated Preferred Stock shall not be entitled to any dividends,

whether payable in cash, securities or other property, other than dividends (if any) declared and

payable on Designated Preferred Stock as specified in this Section 3 (subject to the other

provisions of the Certificate of Designations).

(b) Priority of Dividends. 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 of Common

Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity

Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly,

purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its

subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the

latest completed Dividend Period (including, if applicable as provided in Section 3(a) above,

dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or

are contemporaneously declared and paid in full (or have been declared and a sum sufficient for

the payment thereof has been set aside for the benefit of the holders ofshares of Designated

Preferred Stock on the applicable record date). The foregoing limitation shall nol apply to (i)

redemptions, purchases or other acquisitions ofshares ofCommon Stock or other Junior Slock in

connection with the administration of any employee benefit plan in the ordinary course of

business (including purchases to offset the Share Dilution Amounl (as defined below) pursuant

to a publicly announced repurchase plan) and consistent with past practice, provided that any

purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution

Amount; (ii) purchases or other acquisitions by a broker-dealer subsidiary of the Corporation

solely for the purpose of market-making, stabilization or customer facilitation transactions in

Junior Stock or Parity Stock in the ordinary course of its business; (iii) purchases by a brokerdealer subsidiary of the Corporation of capital stock ofthe Corporation for resale pursuant 10 an

offering by the Corporation ofsuch capital stock underwrinen by such broker-dealer subsidiary;

A-3
(iv) any dividends or distributions ofrights or Junior Stock in connection with a stockholders'

rights plan or any redemption or repurchase of rights pursuant to any stockholders' rights plan;

(v) the acquisition by the Corporation or any of its subsidiaries of record ownership in Junior

Stock or Parity Stock for the beneficial ownership of any other persons (other than the

Corporation or any of its subsidiaries), including as trustees or custodians; and (vi) the exchange

or conversion 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 agreement for the accelerated exercise, settlement or exchange

thereof for Common Stock. "Share Dilution Amount" means the increase in the number of

diluted shares outstanding (detemlined in accordance with generally accepted accounting

principles in the United States, and as measured from the date of the Corporation's consolidated

financial statements most recently filed with the Securities and Exchange Commission prior to

the Original Issue Date) resulting from the grant, vesting or exercise of equity-based

compensation to employees and equitably adjusted for any stock split, stock dividend, reverse

stock split, reclassification or similar transaction.

When dividends are not paid (or declared and a sum sufficient for payment

thereofset aside for the benefit of the holders thereof on the applicable record date) on any

Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different

from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period

related to such Dividend Payment Date) in full upon Designated Preferred Stock and any shares

of Parity Stock, alt dividends declared on Designated Preferred Stock and all such Parity Stock

and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend

payment dates different from the Dividend Payment Dates, on a dividend payment date fatting

within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so

that the respective amounts ofsuch dividends declared shall bear the same ratio to each other as

all accrued and unpaid dividends per share on the shares of Designated Preferred Stock

(including, ifapplicable as provided in Section 3(a) above, dividends on such amount) and all

Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having

dividend payment dates different from the Dividend Payment Dates, on a dividend payment date

fatting within the Dividend Period related to such Dividend Payment Date) (subject to their

having been declared by the Board of Directors or a duly authorized comminee ofthe Board of

Directors out of legally available funds and including, in the case of Parity Stock that bears

cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of

Directors or a duly authorized comminee ofthe Board of Directors determines not to pay any

dividend or a fult dividend on a Dividend Payment Date, the Corporation will provide written

notice to the holders of Designated Preferred Stock prior to such Dividend Payment Date.

Subject to the foregoing, and not otherwise, such dividends (payable in cash,

securities or other property) as may be determined by the Board of Directors or any duly

authorized committee of the Board of Directors may be declared and paid on any securities,

including Common Stock and other Junior Stock, from time to time out of any funds legally

available for such payment, and holders of Designated Preferred Stock shall not be entitled to

participate in any such dividends.

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Section 4. Liquidation Rights.

(a) Voluntary or Involuntary Liquidation. In the event of any liquidation,

dissolution or winding up ofthe affairs of the Corporation, whether voluntary or involuntary,

holders of Designated Preferred Sloek shall be entitled to receive for each share of Designated

Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or

surplus) available for distribution to stockholders ofthe Corporation, subject to the rights of any

creditors of the Corporation, before any distribution ofsuch assets or proceeds is made to or set

aside for the holders ofConunon Stock and any other stock ofthe Corporation ranking junior to

Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum

of(i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends

(including, if applicable as provided in Section 3(a) above, dividends on such amount), whether

or not declared, to the date of payment (such amounts collectively, the "Liquidation Preference").

(b) Partial Payment. If in any distribution described in Section 4(a) above the

assets of the Corporation or proceeds thereof arc not sufficient to pay in full the amounts payable

with respect to all outstanding shares of Designated Preferred Stock and the corresponding

amounts payable with respect of any other stock of the Corporation ranking equally with

Designated Preferred Stock as to such distribution, holders of Designated Preferred Stock and the

holders 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. If the Liquidation Preference has been paid in full

to all holders of Designated Preferred Stock and the corresponding amounts payable with respect

of any other stock ofthe Corporation ranking equally with Designated Preferred Stock as to such

distribution has been paid in full, the holders of other stock of the Corporation shall be entitled to

receive all remaining assets of the Corporation (or proceeds thereof) according to their respective

rights and preferences.

(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes

of this Section 4, the merger or consolidation of the Corporation with any other corporation or

other entity, including a merger or consolidation in which the holders of Designated Preferred

Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for

cash, securities or other property) of all or substantially all of the assets ofthe Corporation, shall

nOl constitute a liquidation, dissolution or winding up orthe Corporation.

Section 5. Redemption.

(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 of the Original Issue Date. On or after the first Dividend Payment Date

falling on or after the third anniversary of the Originallssuc Date, the Corporation, 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 of funds legally available therefor, the shares of

Designated Preferred Stock al the time outstanding, upon notice given as provided in Section 5(c)

below, at a redemption price equal to the sum of(i) the Liquidation Amount per share and (ii)

except as otherwise provided below, any accrued and unpaid dividends (including, if applicable

A-5
as provided in Section 3(a) above, dividends on such amount) (regardless of whether any

dividends are actually declared) to, but excluding, the date fixed for redemption.

Notwithstanding the foregoing, prior to the first Dividend Payment Date falling

on or after the third anniversary ofthe Original Issue Date, the Corporation, at its option, subject

to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at

any time and from time to time, the shares of Designated Preferred Stock at the time outstanding,

upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of(i)

the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and

unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such

amount) (regardless of whether any dividends are actually declared) to, but excluding, the date

fixed for redemption; provided that (x) the Corporation (or any successor by Business

Combination) has received aggregate gross proceeds of not less than the Minimum Amount (plus

the "Minimum Amount" as defined in the relevant certificate of designations for each other

outstanding series of preferred stock ofsuch 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 Corporation (or any successor by Business Combination) from such Qualified Equity

Offerings (including Qualified Equity Offerings ofsuch successor).

The redemption price for any shares of Designated Preferred Stock shall be

payable on the redemption date to the holder ofsuch shares against surrender of the certificate(s)

evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends

payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend

Period shall not be paid to lhe holder entitled to receive the redemption price on the redemption

date, but rather shall be paid to the holder of record 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 or Designated

Preferred Stock will have no right to require redemption or repurchase of any shares of

Designated Preferred Stock.

(c) Notice of Redemption. Notice of every redemption ofshares of

Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the

holders of record of the shares to be redeemed at their respective last addresses appearing on the

books of the Corporation. Such mailing shall be at least 30 days and not more than 60 days

before the date fixed for redemption. Any notice mailed as provided in this Subsection shall be

conclusively presumed to have been duly given, whether or not the holder receives such notice,

but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof,

to any holder ofshares of Designated Preferred Stock designated for redemption shall not affect

the validity of the proceedings for the redemption of any other shares of Designated Preferred

Stock. Notwithstanding the foregoing, ifshares of Designated Preferred Stock arc issued in

bookMcntry fonn through The Depository Trust Corporation or any other similar facility, notice

A-6
of redemption may be given lO the holders of Designated Preferred Stock at such time and in any

manner permitted by such facility. Each notice of redemption given to a holder shall state: (1)

the redemption date; (2) the number ofshares of Designated Preferred Stock to be redeemed and,

if less 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 of the redemption price.

(d) Partial Redemption. In case of any redemption of part ofthe shares of

Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected

either pro rata or in such other manner as the Board of Directors or a duly authorized committee

thereof may determine to be fair and equitable. Subject lO the provisions hereof, the Board of

Directors or a duly authorized committce thereofshall have full power and authority to prescribe

the terms and conditions upon which shares of Designated Preferred Stock shall be redeemed

from time to time. If fewer than all the shares represented by any certificate are redeemed, a new

certificate shall be issued representing the unredeemed shares without charge to the holder

thereof.

(e) Effectiveness of Redemption. If notice of redemption has been duly given

and if on or before the redemption date specified in the notice all funds necessary for the

redemption have been deposited by the Corporation, in trust for the pro rata benefit of the

holders ofthe shares called for redemption, with a bank or trust company doing business in the

Borough of Manhattan, The City of New York, and having a capital and surplus of at leasl $500

million and selected by the Board of Directors, so as 10 be and continue to be available solely

therefor, then, notwithstanding that any certificate for any share so called for redemption has not

been surrendered for cancellation, on and after the redemption date dividends shall cease to

accrue on all shares so called for redemption, all shares so called for redemption shall no longer

be deemed outstanding and all rights with respect to such shares shall forthwith on such

redemption date cease and terminate, except only the right of the holders thereofto receive the

amount payable on such redemption from such bank or trust company, without interest. Any

funds unclaimed at the end of three years from the redemption date shall, to the extent permitted

by law, be released to the Corporation, after which time the holders of the shares so called for

redemption shall look only lo the Corporation for payment of the redemption price ofsuch shares.

(f) Status of Redeemed Shares. Shares of Designated Preferred Stock that are

redeemed, repurchased or otherwise acquired by the Corporation shall revert to authorized but

unissued shares of Preferred Stock (provided that any such cancelled shares of Designated

Preferred Stock may be reissued only as shares of any series of Preferred Stock other than

Designated Preferred Stock).

Section 6. Conversion. Holders of Designated Preferred Stock shares shall

have no right to exchange or convert such shares into any other securities.

Section 7. Voting Rights.

(a) General. The holders of Designated Preferred Stock shall not have any

voting rights except as set forth below or as otherwise from time to time required by law.

A-7
(b) Preferred Stock Directors. Whenever, at any time or times, dividends

payable on the shares of Designated Preferred Stock have not been paid for an aggregate ofsix

quarterly Dividend Periods or more, whether or not consecutive, the authorized number of

directors ofthe Corporation shall automatically be increased by two and the holders of the

Designated Preferred Stock shall have the right, with holders ofshares of anyone or more other

classes or series oeVoting Parity Stock outstanding at the time, voting together as a class, to

elect lWO directors (hereinafter the "Preferred Directors" and each a "Preferred Director") to fiJi

such newly created directorships at the Corporation's next annual meeting ofstockholders (or al

a special meeting called for that purpose prior to such next annual meeting) and at each

subsequent annual meeting ofstockholders until all accrued and unpaid dividends for all past

Dividend Periods, including the latest completed Dividend Period (including, if applicable as

provided in Section 3(a) above, dividends on such amount), on all outstanding shares of

Designated Preferred Stock have been declared and paid in full at which time such right shall

tenninate with respect to the Designated Preferred Stock, except as herein or by law expressly

provided, subject to revesting in the event of each and every subsequent default of the character

above mentioned; provided that it shall be a qualification for election for any Preferred Director

that the eleclion ofsuch Preferred Director shall not cause the Corporation to violate any

corporate governance requirements of any securities exchange or other trading facility on which

securities of the Corporation may then be listed or traded that listed or traded companies must

have a majority of independent directors. Upon any termination of the right of the holders of

shares of Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as

provided above, the Preferred Directors shall cease to be qualified as directors, the term of ofrice

of all Preferred Directors then in office shall terminate immediately and the authorized number

of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any

Preferred Director may be removed at any time, wilh or without cause, and any vacancy created

thereby may be filled, only by the affirmative vote of the holders a majority ofthe shares of

Designated Preferred Stock at the time outstanding voting separately as a class together with the

holders ofshares of Voting 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 ofrice as aforesaid, the remaining Preferred Director may choose a

successor who shall hold office for the unexpired term in respect of which such vacancy

occurred.

(c) Class Voting Rights as to Particular Matters. So long as any shares of

Designated Preferred Stock are outstanding, in addition to any other vote or consent of

stockholders required by law or by the Charter, the vote or consent of the holders of at least 66

2/3% of the shares of Designated Preferred Stock at the time outstanding, voting as a separate

class, given in person or by proxy, either in writing without a meeting or by vote at any meeting

called for the purpose, shall be necessary for effecting or validating:

(i) Authorization of Senior Stock. Any amendment or alteration of

the Certificate of Designations for the Designated Preferred Stock or the Charter to

authorize or create or increase the authorized amount of, or any issuance of, any shares of:

or any securities convertible into or exchangeable or exercisable for shares of, any class

or series of capital stock of the Corporation ranking senior to Designated Preferred Stock

with respect to either or both the payment of dividends and/or the distribution of assets on

any liquidation, dissolution or winding up ofthe Corporation;

A-8
(ii) Amendment of Designated Preferred Stock. Any amendment,

alteration or repeal of any provision ofthe Certificate of Designations for the Designated

Preferred Stock or the Charter (including, unless no vote on such merger or consolidation

is required by Section 7(c)(iii) below, any amendment, alteration or repeal by means ofa

merger, consolidation or otherwise) so as to adversely affect the rights, preferences,

privileges or voting powers of the Designated Preferred Stock; or

(iii) Share Exchanges. Reclassifications. Mergers and Consolidations.

Any consummation of a binding share exchange or reclassification involving the

Designated Preferred Stock, or of a merger or consolidation of the Corporation with

another corporation or other entity, unless in each case (x) the shares of Designated

Preferred Stock remain outstanding or, in the case of any such merger or consolidation

with respect to which the Corporation is not the surviving or resulting entity, are

converted into or exchanged for preference securities 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 thereof than the rights, preferences, privileges and voting powers,

and limitations and restrictions thereot: of Designated Preferred Stock immediately prior

to such consummation, taken as a whole;

provided, however, that for all purposes of this Section 7(e), any increase in the amount of the

authorized Preferred Stock, including any increase in the authorized amount of Designated

Preferred Stock necessary to satisfy preemptive or similar rights granted by the Corporation to

other persons prior to the Signing Date, or the creation and issuance, or an increase in the

authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of

any other series of Preferred Stock, or any securities convertible into or exchangeable or

exercisable for any other series of Preferred Stock, ranking equally with and/or junior to

Designated Preferred Stock with respect to the payment of dividends (whether such dividends

arc cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or

winding up ofthe Corporation will not be deemed to adversely affect the rights, preferences,

privileges or voting powers, and shall not require the affirmative vote or consent of, the holders

of outstanding shares of the Designated Preferred Stock.

(d) Changes after Provision for Redemption. No vote or consent of the

holders of Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or

prior to the time when any such vole 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 of the holders of Designated Preferred Stock (including, without

limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies

at such a meeting, the obtaining of written consents and any other aspect or matter with regard to

such a meeting or such consents shall be governed by any rules of the Board of Directors or any

duly authorized committee of the Board of Directors, in its discretion, may adopt from time to

A-9
time, which rules and procedures 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 pennitted by applicable law,

the Corporation and the transfer agent for Designated Preferred Stock may deem and treat the

record holder of any share of Designated Preferred Stock as the true and lawful owner thereof for

all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice

to the contrary.

Section 9. Notices. All notices or communications in respect of Designated

Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first

class mail, postage prepaid, or if given in such other manner as may be permitted in this

Certificate of Designations, in the Charter or Bylaws or by applicable law. Notwithstanding the

foregoing, ifsharcs of Designated Preferred Stock are issued in book-entry form through The

Depository Trust Corporation or any similar facility, such notices may be given to the holders of

Designated Preferred Stock in any manner permitted by such facility.

Section 10. No Preemptive Rights. No share of Designated Preferred Stock

shall have any rights of preemption whatsoever as to any securities of the Corporation, or any

warrants, rights or options issued or granted with respect thereto, regardless of how such

securities, or such warrants, rights or options, may be designated, issued or granted.

Section 11. Replacement Certificates. The Corporation shall replace any

mutilated certificate at the holder's expense upon surrender of that certificate to the Corporation.

The Corporation shall replace certificates that become destroyed, stolen or lost at the holder's

expense upon delivery to the Corporation of reasonably satisfactory evidence that the certificate

has been destroyed, stolen or lost, together with any indemnity that may be reasonably required

by the Corporation.

Section 12. Other Rights. The shares of Designated Preferred Stock shall not

have any rights, preferences, privileges or voting powers or relative, participating, optional or

other special rights, or qualifications, limitations or restrictions thereof, other than as set forth

herein or in the Charter or as provided by applicable law.

A-IO
ANNEXB

FORM OF WAIVER

In consideration for the benefits I will receive as a result army employer's

participation in the United States Department ofthe Treasury's TARP Capital Purchase Program,

I hereby voluI1larily waive any claim against the United States or my employer for any changes

to my compensation or benefits that are required to comply with the regulation issued by the

Department of the Treasury as published in the Federal Register on October 20, 2008.

I acknowledge that this regulation may require modification ofthe compensation,

bonus, incentive and other benefit plans, arrangements, policies and agreements (including 50-

called "golden parachute" agreements) that I have with my employer or in which I participate as

they relate to the period the United States holds any equity or debt securities of my employer

acquired lhrough the TARP Capital Purchase Program.

This waiver includes all claims I may have under the laws of the United States or

any state related to the requirements imposed by the aforementioned regulation, including

without limitation a claim for any compensation or other payments I would otherwise receive,

any challenge to the process by which this regulation was adopted and any tort or constitutional

claim about the effect ofthese regulations on my employment relationship.
ANNEXC

FORM OF OPINION

(a) The Company has been duly incorporated and is validly existing as a corporation

under the laws of the state of its incorporation.

(b) The Preferred Shares have been duly and validly authorized, and, when issued and

delivered pursuant to the Agreement, the Preferred Shares will be duly and validly issued and

fully-paid and non-assessable, will not be in violation of any preemptive rights, and will rank

pari passu with or senior to all other series or classes of Preferred Stock issued on the Closing

Date with respect to the payment of dividends and the distribution of assets in the event of any

dissolution, liquidation or winding up of the Company.

(c) The Warrant has been duly authorized and, when executed and delivered as

contemplated hereby, will constitute a valid and legally binding obligation orthe Company

enforceable against the Company in accordance with its tenns, except as the same may be

limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws

affecting the enforcement of creditors' rights generally and general equitable principles,

regardless of whether such enforceability is considered in a proceeding at law or in equity.

(d) The shares of Common Stock issuable upon exercise ofthe Warrant have been

duly authorized and reserved for issuance upon exercise of the Warrant and when so issued in

accordance with the terms of the Warrant will be validly issued, fully paid and non·assessable

[insert, if applicable: , subject to the approvals of the Company's stockholders sct forth on

Schedule C].

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

Agreement and the Warrant and [insert, if applicable: , subject to the approvals of the

Company's stockholders set forth on Schedule C,] to carry out its obligations thereunder (which

includes thc issuance ofthe Preferred Shares, Warrant and Warrant Shares).

(f) The execution, delivery and performance by the Company of the Agreement and

the Warrant and the consummation of the transactions contemplated thereby have been duly

authorized by all necessary corporate action on the part of the Company and its stockholders, and

no further approval or authorization is required on the part of the Company [insert, if applicable: ,

subject, in each case, to the approvals ofthe Company's stockholders set forth on Schedule C].

(g) The Agreement is a valid and binding obligation of the Company enforceable

against the Company in accordance with its terms, except as the same may be limited by

applicable bankruptcy, insolvcncy, reorganization, moratorium or similar laws affecting the

enforcement of creditors' rights generally and general equitable principles, regardless of whether

such enforceability is considered in a proceeding at law or in equity; provided, however, such

counsel need express no opinion with respect to Section 4.5(g) or the severability provisions of

the Agreement insofar as Section 4.5(g) is concerned.
FORM OF WARRANT TO PURCHASE COMMON STOCK

ANNEXD
WARRANT TO PURCHASE COMMON STOCK

THE SECURlTIES REPRESENTED BY THIS INSTRUMENT I-lAVE NOT BEEN

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

SECURJTIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR

OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT

I<ELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE

SECURlTIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION

UNDER SUCH ACT OR SUCH LAWS TI-IIS 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 SECURlTlES REPRESENTED BY TI-IIS 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

3,824,624

Shares of Common Stock

of NORTHERN TRUST CORPORAnON

Issue Date: November 14, 2008

1. Definitions. Unless the context otherwise requires, when used herein the

following terms shall have the meanings indicated.

"Affiliate" has the meaning ascribed to it in the Purchase Agreement.

"Appraisal Procedure" means a procedure whereby two independent appraisers, onc

chosen by the Company and one by the Original Warrantholder, shall mutually agree upon the

determinations then the subject of appraisal. Each party shall deliver a notice to the other

appointing its appraiser within 15 days after the Appraisal Procedure is invoked. If within 30

days after appointment of the two appraisers they are unable to agree upon the amount in

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

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

shall be given within 30 days after the selection ofsuch third appraiser. If three appraisers shall

be appointed and the determination of one appraiser is disparate from the middle determination

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

detennination, then the detennination ofsuch appraiser shall be excluded, the remaining two

determinations shall be averaged and such average shall be binding and conclusive upon the

Company and the Original Warrantholder; otherwise, the average of all three determinations

shall be binding upon the Company and the Original Warrantholdcr. The costs of conducting

any Appraisal Procedure shall be borne by the Company.
"Board ofDirectors" means the board of directors of the Company, including any duly

authorized committee thereof.

"Business Combination" means a merger, consolidation, statutory share exchange or

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

"business day" means any day except Saturday, Sunday and any day on which banking

institutions in the State of New York generally are authorized or required by law or other

governmental actions to close.

"Capital Stock" means (A) with respecl to any Person that is a corporation or company,

any and all shares, interests, participations or other equivalents (however designated) of capital

or capital stock ofsuch Person and (B) with respect to any Person that is not a corporation or

company, any and all partnership or other equity interests ofsuch Person.

"Charter" means, with respect to any Person, its certificate or articles of incorporation,

articles of association, or similar organizational document.

"Common Stock" has the meaning ascribed to it in the Purchase Agreement.

"Company" means the Person whose name, corporate or other organizational form and

jurisdiclion of organization is set forth in Item 1 of Schedule A hereto.

"conversion" has the meaning set forth in Section 13(8).

"convertible securities" has the meaning sel forth in Section 13(B).

"CPP" has the meaning ascribed to it in the Purchase Agreement.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any

successor statute, and the rules and regulations promulgated thereunder.

"Exercise Price" means the amount set forth in Item 2 ofSehedule A hereto.

"Expiration Time" has the meaning set forth in Section 3.

"Fail' Market Value" means, with respect to any security or other property, the fair

market value ofsuch security or other property as determined by the Board of Directors, acting

in good faith or, with respect to Section 14, as determined by the Original Warrantholder acting

in good faith. For so long as the Original Warrantholder holds this Warrant or any portion

thereof, it may object in writing to the Board of Director's calculation of fair market value within

10 days of receipt of written notice thereof. Ifthe Original Warrantholder and the Company are

unable to agree on fair markel value during the 10-day period following the delivery of the

Original Warrantholder's objection, the Appraisal Procedure may be invoked by either party to

determinc Fair Market Valuc by delivering written notification thereof not later than the 30th day

after dclivery ofthe Original Warranlholder's objection.

2
"Governmental Entities" has the meaning ascribed to it in the Purchase Agreement.

'"Initial Number" has the meaning set forth in Section 13(B).

"Issue Date" means the date sct forth in Item 3 of Schedule A hereto.

"Market Price" means, with respect to a particular security, on any given day, the last

reported sale price regular way or, in case no such reported sale takes place on such day, the

average of the last closing bid and ask prices regular way, in either case on the principal national

securities exchange on which the applicable securities are listed or admitted to trading, or ifnot

listed or admitted to trading on any national securities exchange, the average ofthe closing bid

and ask prices as furnished by two members ofthe Financial Industry Regulatory Authority, Inc.

selected from time to time by the Company for that purpose.

"Markel Price" shall be determined without reference to after hours or extended hours

trading. Ifsuch security is not listed and traded in a manner that the quotations referred to above

arc available for the period required hereunder, the Market Price per share of Common Stock

shall be deemed to be (i) in the event that any portion of the Warrant is held by the Original

Warrantholder, the fair market value per share ofsuch security as detennined in good faith by

the Original Warrantholder or (ii) in all other circumstances, the fair market value per share of

such security as determined in good faith by the Board of Directors in reliance on an opinion of a

nationally recognized independent investment banking corporation retained by the Company for

this purpose and certified in a resolution to the Warranlholder. For the purposes of determining

the Market Price ofthe Common Stock on the "trading day" preceding, on or following the

occurrence of an event, (i) that trading day shall be deemed to commence immediately after the

regular scheduled closing time of trading on the New York Stock Exchange or, if trading is

closed at an earlier time, such earlier time and (ii) that trading day shall end at the next regular

scheduled closing time, or if trading is closed at an earlier time, such earlier time (for the

avoidance of doubt, and as an example, ifthe Market Price is to be determined as ofthe last

trading day preceding a specified event and the closing time of trading on a particular day is 4:00

p.m. and the specified event occurs at 5:00 p.m. on that day, the Market Price would be

determined by reference to such 4:00 p.m. closing price).

"Ordinary Cash Dividends" means a regular quarterly cash dividend on shares of

Common Stock out ofsurplus or net profits legally available therefor (determined in accordance

with generally accepted accounting principles in effect from time to time), provided that

Ordinary Cash Dividends shall not include any cash dividends paid subsequent to the Issue Date

to the extent the aggregate per share dividends paid on the outstanding Common Stock in any

quarter exceed the amount set forth in Item 4 of Schedule A hereto, as adjusted for any stock

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

';Origina! Warrantholder" means the United States Department of the Treasury. Any

actions specified to be taken by the Original Warrantholder hereunder may only be taken by such

Person and not by any other Warrantholder.

HPermiffed Transactions" has the meaning set forth in Section 13(B).

3
"Person" has the meaning given to it in Section 3(a)(9) ofthe Exchange Act and as used

in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

"Per Share Fair Market Vallie" has the meaning set forth in Section 13(C).

"Preferred Shares" means the perpetual preferred stock issued to the Original

Warrantholder on the Issue Date pursuant to the Purchase Agreement.

"Pro Rata Repurchases" means any purchase ofshares of Common Stock by the

Company or any Affiliate thereof pursuant to (A) any tender offer or exchange offer subject to

Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (B)

any other offer available to substantially all holders of Common Stock, in the case of both (A) or

(B), whether for cash, shares of Capital Stock orthe Company, other securities ofthe Company,

evidences of indebtedness of the Company or any other Person or any other property (including,

without limitation, shares of Capital Stock, other securities or evidences of indebtedness of a

subsidiary), or any combination thereof, effected while this Warrant is outstanding. The

"Effective Dale" of a Pro Rata Repurchase shall mean the date of acceptance ofshares for

purchase or exchange by the Company under any tender or exchange ofrer which is a Pro Rata

Repurchase or the date of purchase with respect to any Pro Rata Repurchase that is not a tender

or exchange offer.

"Purchase Agreement' means the Securities Purchase Agreement - Standard Terms

incorporated into the Letter Agreement, dated as of the date set forth in Item 5 of Schedule A

hereto, as amended from time to time, between the Company and the United States Department

of the Treasury (the "Leiter Agreement'), including all annexes and schedules thereto.

"Qllaltfied Equily Offiring" has the meaning ascribed to it in the Purchase Agreement.

"Regulalmy Approvals" with respect to the Warrantholder, means, to the extent

applicable and required to permit the Warrantholder to exercise this Warrant for shares of

Common Stock and to own such Common Stock without the Warrantholder being in violation of

applicable law, rule or regulation, the receipt of any necessary approvals and authorizations of,

filings and registrations With, notifications to, or expiration or tennination of any applicable

waiting period under, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,

and the rules and regulations thereunder.

"SEC" means the U.S. Securities and Exchange Commission.

"Securities ACl" means the Securities Act of 1933, as amended, or any successor statute,

and the rules and regulations prollluigated thereunder.

"Shares" has the meaning set forth in Section 2.

"lrading day" means (A) if the shares of Common Stock arc not traded on any national or

regional securities exchange or association or over·the-counter market, a business day or (B) if

the shares of Common Stock are traded on any national or regional securities exchange or

4
association or over-the-counter market, a business day on which such relevant exchange or

quotation system is scheduled to be open for business and on which the shares ofCommon Stock

(i) are not suspended from trading on any national or regional securities exchange or association

or over-the-counter market for any period or periods aggregating one half hour or longer; and (ii)

have traded at least once on the national or regional securities exchange or association or overthe-counter market that is the primary market for the trading ofthe shares of Common Stock.

"u.s. GAAP" means United States generally accepted accounling principles.

"Warrantholc!er" has the meaning sel forth in Section 2.

"Warrant" means this Warrant, issued pursuant to the Purchase Agreement.

2. Number of Shares; Exercise Price. This certifies that, for value received, lhe

United Slates Department ofthe Treasury or its permitted assigns (the "Warranlholder") is

entitled, upon the lenns and subject to the conditions hereinafter set forth, to acquire from the

Company, in whole or in part, after the receipt of all applicable Regulatory Approvals, if any, up

to an aggregate of the number of fully paid and nonassessable shares of Common Stock set forth

in Item 6 of Schedule A hereto, at a purchase price per share of Common Stock equal to the

Exercise Price. The number ofshares of Common Stock (the "Shares") and the Exercise Price

are subject to adjustment as provided herein, and all references to "Common Srock," "Shares"

and "Exercise Price" herein shall be deemed to include any such adjustment or series of

adjustments.

3. Exercise of Warrant: Term. Subject to Section 2, to the extent permitted by

applicable laws and regulations, the right to purchase the Shares represented by this Warrant is

exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the

execution and delivery of this Warrant by the Company on the date hereof, but in no eventlaler

than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the "Expiration

Time"), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly

completed and executed on behalf ofthe Warrantholder, at the principal executive office of the

Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or

agency of the Company in the United States as it may designate by notice in writing to lhe

Warrantholder at the address ofthe Warrantholder appearing on the books of the Company), and

(8) payment of the Exercise Price for the Shares thereby purchased:

(i) by having the Company Wilhhold, from the shares of Common Stock that

would otherwise be delivered to the Warrantholder upon such exercise, shares of Common stock

issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which

this Warrant is so exercised based on the Markel Price of the Common Stock on Ihe trading day

on which this Warrant is exercised and the Notice of Exercise is delivered to the Company

pursuant to this Section 3, or

(ii) with the consent of both the Company and the Warrantholder, by

tendering in cash, by certified or cashier's check payable to the order of the Company, or by wire

transfer of immediately available funds to an account designated by the Company.

5
If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholdcr will

be entitled to receive from the Company within a reasonable time, and in any event not

exceeding three bllsiness days, a new warrant in substantially identical form for the purchase of

that number of Shares equal 10 the difference between the number of Shares subject to this

Warrant and Ihe number of Shares as to which this Warrant is so exercised. Notwithstanding

anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that

its exercise of this Warrant for Shares is subject to the condition thaI the Warrantholder will have

first received any applicable Regulatory Approvals.

4. Issuance of Shares; Authorization; Listing. Certificates for Shares issued upon

exercise of this Warrant will be issued in such name or names as the Warrantholder may

designate and will be delivered to such named Person or Persons within a reasonable time, not to

exceed three business days after the date on which this Warrant has been duly exercised in

accordance with the tcnns of this Warrant. The Company hereby represents and warrants that

any Sharcs issucd upon the exercise of this Warrant in accordance with the provisions of Section

3 will be duly and validly authorized and issued, fully paid and nonassessable and free from all

taxes, liens and charges (other than liens or charges created by the Warrantholder, income and

franchise taxes incurred in connection with the exercise of the Warral11 or taxes in respect of any

transfer occurring contemporaneously therewith). The Company agrees that the Shares so issued

will be deemed to have been issued to the Warrantholder as of thc close of busincss on the date

on which this Warrant and payment ofthe Exercise Price are delivered to the Company in

accordance with the terms of this 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 of its

authorized but unissued Common Stock, solely for the purpose of providing for the exercise of

this Warrant, the aggregate number ofshares of Common Stock then issuable upon exercise of

this Warrant at any time. The Company will (A) procure, at its sale expense, the listing ofthe

Shares issuable upon exercise of this Warrant at any time, subject to issuance or notice of

issuance, on all principal stock exchanges on which the Common Stock is then listed or traded

and (8) maintain such listings ofsuch Shares at all times after issuance. The Company will usc

reasonable best efforts to ensure that the Shares may be issued without violation of any

applicable law or regulation or of any requirement of any securities exchange on which the

Shares are listed or traded.

5. No Fractional Shares or Scrip. No fractional Shares or scrip representing

fractional Shares shall be issued upon any exercise of this Warrant. In lieu of any fractional

Share 10 which the Warralltholder would otherwise be entitled, the Warrantholder shall be

entitled to receive a cash payment equal to the Market Price of the Common Stock on the last

trading day preceding the date of exercise less the pro-rated Exercise Price for such fractional

share.

6. No Rights as Stockholders; Transfer Books. This Warrant does not entitle the

Warrantholder to any voting rights or other rights as a stockholder oftile Company prior to the

date of exercise hereof. The Company will at no time close its lransfer books against lransfer of

this Warrant in any manner which interferes with the timely exercise of this Warrant.

6
7. Charges. Taxes and Expenses. Issuance of certificates for Shares to the

Warrantholder upon the exercise of this Warrant shall be made without charge to the

Warrantholder for any issue or transfer tax or other incidental expense in respect of the issuance

ofsuch certificates, all of which taxes and expenses shall be paid by the Company.

8. Transfer/Assignment.

(A) Subject to compliance with clause (B) ofthis Section 8, this Warrant and all rights

hereunder are transferable, in whole or in part, upon the books ofthe Company by the registered

holder hereof in person or by duly authorized attorney, and a new warrant shall be made and

delivered by the Company, of the same tenor and date as this Warrant but registered in the name

of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency

of the Company described in Section 3. All expenses (other than stock transfer taxes) and other

charges payable in connection with the preparation, execution and delivery of the new warrants

pursuant to this Section 8 shall be paid by the Company.

(B) The transfer ofthe Warrant and the Shares issued upon exercise of the Warrant

are subject to the restrictions set forth in Section 4.4 of the Purchase Agreement. Ifand for so

long as required by the Purchase Agreement, this Warrant shall contain the legends as set forth in

Sections 4.2 (a) and 4.2(b) ofthe Purchase Agreement.

9. Exchange and Registry of Warrant. This Warrant is exchangeable, upon the

surrender hereof by the Warrantholder to the Company, for a new warrant or warrants of like

tenor and representing the right to purchase the same aggregate number of Shares. The

Company shall maintain a registry showing the name and address of the Warrantholder as the

registered holder ofthis Warrant. This Warrant may be surrendered for exchange or exercise in

accordance with its terms, at the office of the Company, and the Company shall be entitled to

rely in all respects, prior to written notice to the contrary, upon such registry.

10. Loss. Theft. Destruction or Mutilation of Warrant. Upon receipt by the Company

of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this

Warrant, and in the case or any such loss, theft or destruction, upon receipt of a bond, indemnity

or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon

surrender and cancellation ofthis Warrant, the Company shall make and deliver, in lieu ofsuch

lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the

right to purchase the same aggregate number of Shares as provided for in such lost, stolen,

destroyed or mutilated Warrant.

II. Saturdays. Sundavs. Holidavs. etc. If the last or appointed day for the taking of

any action or the expiration of any right required or granted herein shall not be a business day,

then such action may be taken or such right may be exercised on the next succeeding day that is

a business day.

12. Rule 144 Information. The Company covenants that it will use its reasonable best

efforts to timely lile 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

7
thereunder (or, iflhe Company is not required to file such reports, it will, upon the request of any

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 lake such further

action as any Warrantholder may reasonably request, in each case to the extent required from

time to time to enable such holder 10, if permitted by the terms of this Warrant and the Purchase

Agreement, sell this Warrant without registration under the Securities Act within the limitation

of the exemptions provided by (A) Rule 144 under the Securities Act, as such rule may be

amended from time to time, or (8) any successor rule or regulation hereafter adopted by the SEC.

Upon the written request of any Warrantholder, the Company will deliver to such Warrantholder

a Mitten statement that it has complied with such requirements.

13. Adjustments and Other Rights. The Exercise Price and the number of Shares

issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows;

provided, that ifmorc than one subsection ofthis Section 13 is applicable to a single event, the

subsection shall be applied that produces the largest adjustment and no single event shall cause

an adjuslment under more than one subsection ofthis Section 13 so as to result in duplication:

(A) Stock Splits. Subdivisions. Reclassifications or Combinations. If the Company

shall (i) declare and pay a dividend or make a distribution on its Common Stock in shares of

Common Stock, (ii) subdivide or reclassify the outstanding shares ofCommon Stock into II

greater number ofshares, or (iii) combine or reclassify the outstanding shares of Common Stock

into a smaller number ofshares, the number of Shares issuable upon exercise of Ihis Warrant at

the time ofthe record date for such dividend or distribution or the effective date ofsuch

subdivision, combination or reclassification shall be proportionately adjusted so lhat the

Warrantholder after such date shall be entitled to purchase the number ofshares ofCommon

Stock which such holder would have owned or been entitled to receive in respect of the shares of

Common Stock subject to this Warrant after such date had this Warrant been exercised

immediately prior to such date. In such event, the Exercise Price in effect at the time of the

record date for such dividend or distribution or the effective date ofsuch subdivision,

combination or reclassification shall be adjusted to the number obtained by dividing (x) the

product of(1) the number of Shares issuable upon the exercise of this Warrant before such

ctdjustmcnt and (2) the Exercise Price in effect immediately prior to the record or effective date,

as the case may be, for the dividend, distribution, subdivision, combination or reclassification

giving rise to this adjustment by (y) the new number of Shares issuable upon exercise oflhe

Warrant determined pursuant to the immediately preceding sentence.

(8) Certain Issuances of Common Shares or Convertible Securities. Until the earlier

of(i) the date on which the Original Warrantholder no longer holds this Warrant or any portion

thereof and (ii) the third anniversary of the Issue Date, if the Company shall issue shares of

Common Stock (or rights or warrants or other securities exercisable or convertible into or

exchangeable (collectively, a "conversion") for shares ofCommon Stock) (collectively,

"converlible securities") (other than in Permitted Transactions (as defined below) or a

transaction to which subsection (A) of this Section 13 is applicable) without consideration or at a

consideration per share (or having a conversion price per share) that is less than 90% of tile

8
Market Price on the last trading day preceding the date of the agreement on pricing such shares

(or such convertible securities) then, in such event:

(A) the number of Shares issuable upon the exercise of this Warrant

immediately prior to the date of the agreement on pricing ofsuch shares (or of

such convertible securities) (the "Initial Number") shall be increased to the

number obtained by multiplying the Initial Number by a fraction (A) the

numerator of which shall be the sum of(x) the number ofshares of Common

Stock of the Company outstanding on such date and (y) the number of additional

shares ofCommon Stock issued (or into which convertible securities may be

exercised or convert) and (B) the denominator of which shall be the sum of (I) the

number ofshares of Common Stock outstanding on such date and (H) the number

ofshares of Common Stock which the aggregate consideration receivable by the

Company for the total number ofshares of Common Stock so issued (or into

which convertible securities may be exercised or convert) would purchase at the

Market Price on the last trading day preccding the datc of the agreement on

pricing such shares (or such convertible securities); and

(B) the Exercise Price payable upon exercise ofthe Warrant shall be adjusted

by multiplying such Exercise Price in effect immediately prior to the date of the

agreement on pricing ofsuch shares (or ofsuch convertible securities) by a

fraction, the numerator of which shall be the number ofshares ofCommon Stock

issuable upon exercise of this Warrant prior to such date and the denominator of

which shall be the number ofshares of Common Stock issuable upon exercise of

this Warrant immediately after the adjustment described in clause (A) above.

For purposes of the foregoing, the aggregate consideration receivable by the Company in

connection with the issuance ofsuch shares of Common Stock or convertible securities shall be

deemed to be equal to the sum of the net offering price (including the Fair Market Value of any

non~cash consideration and after deduction of any related expenses payable to third parties) of all

such securities plus the minimum aggregate amount, ifany, payable upon exercise or conversion

of any such convertible securities into shares of Common Stock; and "Permilfed Transactions"

shall mean issuances (i) as consideration for or to fund the acquisition of businesses and/or

related assets, (ii) in connection with employee benefit plans and compensation related

ammgements in the ordinary course and consistent with past practice approved by the Board of

Directors, (iii) in connection with a public or broadly marketed offering and sale of Common

Stock or convertible securities for cash conducted by the Company or its affiliates pursuant to

registration under the Securities Act or Rule l44A thereunder on a basis consistent with capital

raising transactions by comparable financial institutions and (iv) in connection with the exercise

of preemptive rights on terms existing as of the Issue Date. Any adjustment made pursuant to

this Section 13(8) shall become effective immediately upon the date ofsuch issuance.

(C) Other Distributions. In case the Company shall fix a record date for the making

of a distribution to all holders ofshares of its Common Stock ofsecurities, evidences or

indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of

9
its Common Stock and other dividends or distributions referred to in Section l3(A», in each

such case, the Exercise Price in effect prior to such record date shall be reduced immediately

lhereaFter to the price detennined by multiplying the Exercise Price in effect immediately prior to

the reduction by the quotient of(x) the Market Price of the Common Stock on the last trading

day preceding the first date on which the Common Stock trades regular way on the principal

national securities exchange on which the Conunon Stock is listed or admitted to lrading without

the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of

the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect

of one share of Common Stock (such amount and/or Fair Market Value, the "Per Share Fair

Markel Value") divided by (y) such Market Price on such date specified in clause (x); such

adjustment shall be made successively whenever such a record date is fixed. In such event, the

number of Shares issuable upon the exercise of this Warrant shall be increased to the number

obtained by dividing (x) the product of(I) the number of Shares issuable upon the exercise of

this Warrant before such adjustment, and (2) the Exercise Price in effect inunediately prior to the

distribution giving rise to this adjustment by (y) the new Exercise Price determined in

accordance with the immediately preceding sentencc. In thc case of adjustment for a cash

dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair

Market Value would be reduced by the per share amount of the portion of the cash dividend that

would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made,

the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect

shall be readjusted, effective as ofthe date when the Board of Directors determines not to

distributc such shares, evidenccs of indebtedness, assets, rights, cash or warrants, as the case may

be, to the Exercise Price thal would then be in effect and the nwnber of Shares that would then

be issuable upon exercise oflhis Warrant ifsuch record date had not been fixed.

(D) Certain Repurchases of Common Stock. In case the Company effects a Pro Rata

Repurchase ofCommon Stock, then the Exercise Price shall be reduced to the price determined

by multiplying the Exercise Price in effect immediately prior to the Effective Date ofsuch Pro

Rata Repurchasc by a fraction of which the numerator shall be (i) the product of(x) the number

orshares of Common Stock outstanding immediately before such Pro Rata Repurchase and (y)

the Market Price of a share of Common Stock on the trading day immcdiately preceding the first

public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata

Repurchase, minus (ii) the aggregate purchase price oCthe Pro Rata Repurchase, and of which

the denominator shall be the product of (i) the number ofshares of Common Stock outstanding

immediately prior to such Pro Rata Repurchase minus the number ofshares ofCommon Stock so

repurchased and (ii) the Market Price per share of Common Stock on the trading day

immediately preceding the nrst public announcemenl by the Company or any of its Affiliates of

the intent to effect such Pro Rata Repurchase. In such event, the number ofshares of Common

Stock issuable upon the exercise of this Warrant shall be increased to the number obtained by

dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant

before such adjustment, and (2) the Exercise Price in effect immediately prior to the Pro Rata

Repurchase giving rise to this adjustment by (y) the new Exercise Price determined in

accordance with the immediately preceding sentence. For the avoidance of doubt, no increase to

the Exercise Price or decrease in the number of Shares issuable upon exercise of this Warrant

shall be made pursuant to thjs Section 13(0).

10
(E) Business Combinations. In case of any Business Combination or reclassification

of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A),

the Warrantholder's right to receive Shares upon exercise of this Warrant shall be converted into

the right to exercise this Warrant to acquire the number ofshares ofstock or other securities or

property (including cash) which the Common Stock issuable (at the time ofsuch Business

Combination or reclassification) upon exercise of this Warrant immediately prior to such

Business Combination or reclassification would have been entitled to receive upon

consummation ofsuch Business Combination or reclassification; and in any such case, if

necessary, the provisions set forth herein with respect to the rights and interests thereafter of the

Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably

be, to the Warrantholder's right to exercise this Warrant in exchange for any shares ofstock or

other securities or property pursuant to this paragraph. In determining the kind and amount of

stock, sccurities or the property receivable upon exercise of this Warrant following the

consummation ofsuch Business Combination, ifthe holders ofCommon Stock have the right to

elect the kind or amOUI1l of consideration receivable upon consummation ofsuch Business

Combination, then the consideration that the Warrantholder shall be entitled to receive upon

exereise shall be deemed to be the types and amounts of consideration received by the majority

of all holders of the shares of common stock that affirmatively make an election (or of all such

holders ifnone make an election).

(F) Rounding ofCalculations; Minimum Adjustments. All calculations under this

Section 13 shall be made to the nearest one-tenth (I/I0th) ofa cent or to the nearest onehundredth (Ill OOth) of a share, as the case may be. Any provision of this Section 13 to the

contrary notwithstanding, no adjustment in the Exercise Price or the number of Shares into

which this Warrant is exercisable shall be made if the amount ofsuch adjustment would be less

than $0.01 or one~tenth (1/10th) ofa share of Common Stock, but any such amount shall be

carried forward and an adjustment with respect thereto shall be made at the time of and together

with any subsequent adjustment which, together with such amount and any other amount or

amounts so carried forward, shall aggregate $0.01 or 1110th of a share of Common Stock, or

morc.

(G) Timing of Issuance of Additional Common Stock Upon Certain Adjustments. In

any case in which the provisions of this Section) 3 shall require thai an adjustment shall become

effective immediately after a reeord dale for an event, the Company may defer until the

occurrence ofsuch event (i) issuing to the Warrantholder of this Warrant exercised after such

record date and before the occurrence ofsuch event the additional shares ofCommon Stock

issuable upon such exercise by reason of the adjustment required by such event over and above

the shares of Common Stock issuable upon such exercise before giving effect to such adjustment

and (ii) paying to such Warrantholder any amount of cash in lieu ofa fractional share of

Common Stock; provided, however, that the Company upon request shall delivcr to such

Warrantholder a due bill or other appropriate instrument evidencing such Warrantholder's right

to receive such additional shares, and such cash, upon the occurrence ofthe event requiring such

adjustment.

II
(1-1) Completion ofOualificd Equity Offering. In the event the Company (or any

successor by Business Combination) completcs one or more Qualified Equity Offerings on or

prior to December 31,2009 that result in the Company (or any such successor) receiving

aggregate gross proceeds of not less than 100% of the aggregate liquidation preference of the

Preferred Shares (and any preferred stock issued by any such successor to the Original

Warrantholder under the CPP), the number ofshares of Common Stock underlying the portion of

this Warrant then held by the Original Warrantholder shall be thereafter reduced by a number of

shares of Common Stock equal to the product of (i) 0.5 and (ii) the number ofshares underlying

the Warrant on the Issue Date (adjusted to take into account all other theretofore made

adjustments pursuant to this Section 13).

(I) Other Events. For so long as the Original Warrantholder holds this Warrant or

any portion thereof, if any event occurs as to which the provisions of this Section 13 are not

strictly applicable or, ifstrictly applicable, would not, in the good faith judgment of the Board of

Directors of the Company, fairly and adequately protect the purchase rights of the Warrants in

accordance with the essential intent and principles ofsuch provisions, then the Board of

Directors 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 of

the Board of Directors, to protect such purchase rights as aforesaid. The Exercise Price or the

number of Shares into which this Warrant is exercisable shall not be adjusted in the event ora

change in the par value of the Common Stock or a change in the jurisdiction of incorporation of

the Company.

(1) Statement Regarding Adjustments. Whenever the Exercise Price or the number of

Shares into which this Warrant is exercisable shall be adjusted as provided in Section 13, 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 of Shares 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 Warrantholdcr at the address appearing in the Company's records.

(K) Notice of Adjustment Event. In the event that the Company shall propose to take

any action of the type described in this Section 13 (but only ifthe action of the type described in

this Section 13 would result in an adjustment in the Exercise Price or the number of Shares into

which this Warrant is exercisable or a change in the type ofsecurities or property to be delivered

upon exercise ofthis Warrant), the Company shall give notice to the Warrantholder, in the

manner set forth in Section 13(1), which notice shall specify the record dale, if any, with respect

to any such action and the approximate date on which such action is to take place. Such notice

shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the

effect on the Exercise Price and the number, kind or class ofshares or other securities or property

which shall be deliverable upon exercise of this Warrant. In the case of any action which would

require the fixing ofa record date, such notice shall be given at least 10 days prior to the date so

fixed, and in case of all other action, such notice shall be given at least 15 days prior to the taking

ofsuch proposed action. Failure to give such notice, or any defect therein, shall not affect the

legality or validity of any such action.

12
(L) Proceedings Prior to Any Action Requiring Adjustment. As a condition precedent

to the taking of any action which would require an adjustment pursuant to this Section 13, the

Company shall take any action which may be necessary. including obtaining regulatory, New

York Stock Exchange, NASDAQ Stock Market or other applicable national securities exchange

or stockholder approvals or exemptions, in order that the Company may thereafter validly and

legally issue as fully paid and nonassessable all shares ofCommon Stock that the Warrantholder

is entitled to receive upon exercise ofthis Warrant pursuant to this Section 13.

(M) Adjustment Rules. Any adjustments pursuant to this Section 13 shall be made

successively whenever an event referred to herein shall occur. Ifan adjustment in Exercise Price

made hereunder would reduce the Exercise Price to an amount below par value of the Common

Stock, then such adjustment in Exercise Price made hereunder shall reduce the Exercise Price to

the par value of the Common Stock.

14. Exchange. At any time following the date on which the shares of Common Stock

of the Company are no longer listed or admitted to trading on a national securities exchange

(other than in connection with any Business Combination), the Original Warrantholder may

cause the Company to exchange all or a portion of this Warrant for an economic interest (to be

determined by the Original Warrantholder after consultation with the Company) of the Company

classified as permanent equity under U.S. GAAP having a value equal to the Fair Market Value

of the portion of the Warrant so exchanged. The Original Warrantholder shall calculate any Fair

Market Value required to be calculated pursuant to this Section 14, which shall not be subject to

the Appraisal Procedure.

15. No Impairment. The Company will not, by amendment of its Charter or through

any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of

securities or any other voluntary action, avoid or seek to avoid the observance or performance of

any of the terms to be observed or performed hereunder by the Company, but will at all times in

good faith assist in the carrying out of all the provisions ofthis Warrant and in taking of all such

action as may be necessary or appropriate in order to protect the rights of the Warrantholder.

16. Goveming Law. This Warrant will be governed by and construed in

accordlmce with the federal law of the United States if and to the extent such law is

l,pplicable, and othenvise in accordance with the laws of the State of New York applicable

to contracts made and to be performed entirely within such State. Each of the Company

and the Warrantholder agrees (a) to submit to tbe exclusive jurisdiction and venue of the

United States District Court for the District of Columbia for any civil action, suit or

proceeding arising out of or relating to this Warrant or tbe transactions contemplated

hereby, and (b) that notice may be served upon the Company at the address in Section 20

below and upon the Warrantholder at the address for the Warrantholder set forth in the

registry maintained by the Company pursuant to Section 9 hereof. To the extent permitted

by llpplicllble law, el\ch of the Company ~md 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.

13
17. Binding Effect. This Warrant shall be binding upon any successors or assigns of

the Company.

18. Amendments. This Warrant may be amended and the observance of any term of

this Warrant may be waived only with the written consent ofthe Company and the

Warralltholder.

19. Prohibited Actions. The Company agrees that it will not take any action which

would entitle the Warrantholder to an adjustment ofthe Exercise Price if the total number of

shares of Common Stock issuable after such action upon exercise of this Warrant, together with

all shares of Common Stock then outstanding and all shares of Common Stock then issuable

upon the exercise of aJl outstanding options, warrants, conversion and other rights, would exceed

the total number ofshares of Common Stock then authorized by its Charter.

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

by any party to the other will be in writing and will be deemed to have been duly given (a) on the

date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on

the second business day following the date of dispatch if delivered by a recognized next day

courier service. All notices hereunder shall be delivered as set forth in Item 8 of Schedule A

herelo, or pursuant to such other instructions as may be designated in writing by the party to

receive such nOlice.

21. Entire Agreement. This Warrant, the forms attached hereto and Schedule A

hereto (the terms of which are incorporated by reference herein), and the Letter Agreement

(including all documents incorporated therein), contain the entire agreement between the parties

with respect to the subject matter hereof and supersede all prior and contemporaneous

arrangements or undertakings with respect thereto.

[Remainder ofpage intentionally left blank]

14
Worm of Notice of Exercise)

Date: _

TO: Northern Trust Corporation

RE: Election to Purchase Common Stock

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby

agrees to subscribe for and purchase the number ofshares ofthe Common Stock set forth below

covered by such Warrant. The undersigned, in accordance with Section 3 of the Warrant, hereby

agrees to pay the aggregate Exercise Price for such shares of Common Stock in the manner set

forth below. A new warrant evidencing the remaining shares of Common Stock covered by such

Warrant, but not yet subscribed for and purchased, ifany, shouJd be issued in the name set forth

below.

Number of Shares of Common Stock _

Method of Payment of Exercise Price (note if cashless exercise pursuant to Section 3(i) of the

Warrant or cash exercise pursuant to Section 3(ii) ofthe Warrant, with consent ofthe Company

and the Warranlholder) _

Aggregate Exercise Price: _

Holder:

By:

Name:

Title:
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by

a duly authorized officer.

Dated: November 14,2008

NORTHERN TRUST CORPORATION

By: lsi William R. Dodds, Jr.

Name: William R. Dodds, Jr.

Title: Executive Vice President and

Treasurer

Attest:

By: lsi Rose A. Ellis

Name: Rose A. Ellis

Title: Secretary

(Signature Page to Warrant)
SCHEDULE A

UST Sequence Number: 4

Item 1

Name: Northern Trust Corporation

Corporate or other organizational form: Corporation

Jurisdiction of organization: Delaware

Item 2

Exercise Price: $61.81

Item 3

Issue Date: November 14,2008

Item 4

Amount of last dividend declared prior to the Issue Dale: $0.28 per share

Item 5

Date of Letter Agreement between the Company and the United States Department of the

Treasury: November 14. 2008

Item 6

Number ofshares of Common Stock: 3,824,624

Item 7

Company's address:

Northern Trust Corporation

50 South LaSalle Street

Chicago, Illinois 60603

Item 8

Notice information:

Ifta the Company:

Northern Trust Corporation

50 South LaSalle Street, M-9

Chicago, Illinois 60603

Attention: Corporate Secretary

Telephone: (312) 444-3714

Facsimile: (312) 444-4314

with copies to:

Skadden, Arps, Slate, Meagher & Flom LLP

333 West Wacker Drive

Chicago, Illinois 60606

Attention: William R. Kunkel
Telephone: (312) 407-0820

Facsimile: (312) 407-8514

Ifto the Warrantholder:

United States Department of tile Treasllry

1500 Pennsylvania Avenue, NW. Room 2312

Washington, D.C. 20220

Attention: Assistant General Counsel (Banking and Finance)

Facsimile: (202) 622-1974

2
SCHEDVLEA

ADDITIONAL TERMS AND CONDITIONS

Company Information:

Name of the Company:

Corporate or other organizational form:

Jurisdiction of Organization:

Appropriate Federal Banking Agency:

Notice Infonnation:

Terms ortile Purchase:

Series of Preferred Stock Purchased:

Per Share Liquidation Preference of Preferred Stock:

Number of Shares of Preferred Stock Purchased:

Dividend Payment Dates on lhe Preferred Stock:

Number of Initial Warrant Shares:

Exercise Price orthe Warrant:

Purchase Price:

Closing:

Location of Closing:

Time ofClosing:

Date ofClosing:

Wire Information for Closing:

Northern Trust Corporation

Corporation

Delaware

Board of Governors orthe Federal Reserve

System

Northern Trust Corporation

50 South LaSalle Street, M-9

Chicago, Illinois 60603

AUention: Corporate Secretary

Telephone: (312) 444-3714

Facsimile: (312) 444-4134

Fixed Rate Cumulative Perpetual Preferred Stock,

Series 13

$1,000

\,576,000

February 15, May 15, August 15 and November

\5

3,824,624

$61.8\

$\,576,000,000

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

9:00 a.m., New York time

November 14, 2008

ABA Number:

Bank:

Account Name:

Account Number:

Beneficiary:
SCHEDULE B

CAPITALIZATION

Capitalization Dale:

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):

Preferred Stock

Par value:

Total Authorized:

Outstanding (by series):

Reserved for issuance:

Remaining authorized but unissued:

OClober 31, 2008

$1.662/3

560,000,000

223,077,269

18,013,332

21,041,115

336,922,731

o

Without par value

10,000,000

o

1,500,000 shares of Series A Junior Participating

Preferred Stock

8,500,000
SCHEDULEC

REQUIRED STOCKHOLDER APPROVALS

Required]

Warrants -- Common Stock Issuance

Charter Amendment

Stock Exchange Rules

% Vote Required

Irno stockholder approvals are required, please so indicate by checking the box: [33.

\ Ifstockholder approval is required, indicate applicable class/series of capital stock thai arc required to vote.
SCHEDULE D

LITIGATION

List any exceptions to the representation and warranty in Section 2.2(1) of the Securities

Purchase Agreement - Standard Terms.

Ifnone, please so indicate by checking the box: [8J.
SCHEDULE E

COMPLIANCE WITH LAWS

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

of the Securities Purchase Agreement - Standard Terms.

Ifnone, please so indicate by checking the box: [8].

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

the Securities Purchase Agreement - Standard Terms.

Ifnone, please so indicate by checking the box: [8].
SCHEDULE F

REGULATORY AGREEMENTS

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

Purchase Agreement - Standard Terms.

Ifnone, please so indicate by checking the box: [2].