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UNITED STATES DEPARTMENT OF THE TREASURY

1500 PENNSYLVANIA AVENUE, NW

WASHINGTON, D.C. 20220

Dear Ladies and Gentlemen:

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

number ofshares of a series ofits preferred stock set forth on Schedule A hereto (the "CDCI

Preferred Shares") to the United States Department ofthe Treasury (the "Investor") in exchange

for the number ofshares ofpreferred stock previously acquired by the Investor pursuant to the

Company's participation in the Troubled Asset Relief Program Capital Purchase Program set

forth on Schedule A (the "CPP Preferred Shares").

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

exchange. Except to the extent supplemented or superseded by the terms set forth herein or in

the Schedules hereto, the provisions contained in the Exchange Agreement - Standard Terms

attached hereto as Exhibit A (the "Exchange Agreement") are incorporated by reference herein.

Terms that are defined in the Exchange Agreement are used in this letter agreement as so

defined. In the event of any inconsistency between this letter agreement and the Exchange

Agreement, the terms ofthis letter agreement shall govern.

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

with respect to the issuance by the Company ofthe CDCI Preferred Shares and the exchange of

the "Preferred Shares" for the CPP Preferred Shares pursuant to this letter agreement and the

Exchange Agreement on the terms specified on Schedule A hereto.

This letter agreement (including the Schedules hereto), the Exchange Agreement

(including the Annexes thereto) and the Disclosure Schedules (as defined in the Exchange

Agreement) constitute the entire agreement, and supersede all other prior agreements,

understandings, representations and warranties, both written and oral, between the parties, with

respect to the subject matter hereof. This letter agreement constitutes the "Letter Agreement"

referred to in the Exchange Agreement.

This letter agreement may be executed in any number ofseparate counterparts, each such

counterpart being deemed to be an original instrument, and all such counterparts will together

constitute the same agreement. Executed signature pages to this letter agreement may be

delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature

pages had been delivered.

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

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

UNITED STATES DEPARTMENT OF THE

TREASURY

Name: David N. Miller

Title: Chief Investment Officer

COMPANY: CARVER BANCORP, INC.

By:----------------

Name: Mark A. Ricca

Title: Executive Vice President,

Chief Risk Officer and General Counsel

Date: August 27.20 J0
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In witness whereof, this letter agreement has been duly executed and delivered by the

duly authorized representatives ofthe parties hereto as ofthe date written below.

UNITED STATES DEPARTMENT OF THE

TREASURY

By:"'N;-am-e-:-------------

Title:

COMPANY:

Date: [IT, 02Q)IO

Name: Mark A. Ricca

Title: Executive Vice President,

ChiefRisk Qfficer and General Counsel
EXCHANGE AGREEMENT

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EXHIBIT A
EXCHANGE AGREEMENT

STANDARD TERMS

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EXHIBIT A
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TABLE OF CONTENTS

ARTICLE I

THE CLOSING; THE EXCHANGE OF CDCI PREFERRED STOCK FOR CPP PREFERRED

STOCK

Section 1.1

Section 1.2

Section 2.1

Section 2.2

Section 3.1

Section 3.2

Section 3.3

Section 3.4

Section 3.5

Section 3.6

Section 3.7

Section 3.8

Section 3.9

Section 3.10

Section 3.11

Section 3.12

Section 3.13

Section 3.14

Section 3.15

Section 3.16

Section 3.17

Section 3.18

Section 3.19

Section 3.20

The CDCI Preferred Stock 2

The Closing 2

ARTICLE II

EXCHANGE

Exchange : 5

Exchange Documentation 5

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Existence and Power 6

CDCI Preferred Shares 6

Community Development Financial Institution Status; Domestic

Ownership 7

Authorization·and Enforceability 7

Anti-Takeover Provisions and Rights Plan 8

No Company Material Adverse Effect 8

Company Financial Statements 8

No Undisclosed Liabilities 8

Offering of Securities 9

Litigation and Other Proceedings 9

Compliance with Laws " 9

Employee Benefit Matters 9

Taxes 10

Properties and Leases l 0

Environmental Liability 11

Risk Management Instruments 11

Agreements with Regulatory Agencies 11

Insurance 12

Intellectual Property 12

Brokers and Finders 12

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Section 3.21

Section 3.22

Section 4.1

Section 4.2

Section 5.1

Section 5.2

Section 5.3

Section 5.4

Section 5.5

Section 5.6

Section 5.7

Section 6.1

Section 6.2

Section 6.3

Section 6.4

Section 6.5

Section 6.6

Section 6.7

Section 6.8

Section 6.9

Section 6.10

Section 6.11

Section 6.12

Section 6.13

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Disclosure Schedule 12

CPP Preferred Stock 13

ARTICLE IV

COVENANTS

Affirm.ative Covenants 13

Negative Covenants 20

ARTICLE V

ADDITIONAL AGREEMENTS

Purchase for Investment 21

Legends 21

Transfer of CDCI Preferred Shares 23

Rule 144; Rule 144A; 4(1~) Transactions .23

Depositary Shares 24

Expenses and Further Assurances 25

Repurchase ofInvestor Securities .25

ARTICLE VI

MISCELLANEOUS

Term.ination 25

Survival 26

Amendment 26

Waiver ofConditions 27

Governing Law; Submission to Jurisdiction, etc .27

Notices 27

Definitions, Interpretation 28

Interpretation 31

Assignment 31

Severability 32

No Third-Party Beneficiaries 32

Entire Agreement, etc 32

Specific Perform.ance 32

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LIST OF ANNEXES

ANNEX A: FORM OF OFFICER'S CERTIFICATE

ANNEX B: FORM OF NEW CERTIFICATE OF DESIGNATIONS

ANNEX C: FORM OF OPINION

ANNEX D: FORM OF WAIVER

ANNEX E: REGISTRATION RIGHTS

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

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Defined Terms

Affiliate

Agreement

Appropriate Federal Banking Agency

Bank Holding Company

Bankruptcy Exceptions

Benefit Plans

Board ofDirectors

Business Combination

Capitalization Date

CDCI

CDCI Preferred Shares

CDCI Preferred Stock

CDFI

CDFI Application

CDFI Application Update

Certified Entity

Charter

Closing

Closing Date

Code

Common Stock

Company

Company Financial Statements

Company Material Adverse Effect

Company Subsidiaries

Compensation Regulations

Controlled Group

CPP

CPP Preferred Shares

CPP Preferred Stock

CPP Securities

CPP Securities Purchase Agreement

CPP Signing Date

CPP Waiver

Designated Matters

Development Services

Disclosure Schedule

Disclosure Update

EAWA

EESA

ERISA

Exchange

Section 6.7(a)(ii)

Recitals

Section 6.7(a)(iii)

Section 6.7(a)(iv)

Section 3.4(a)

Section 1.2(c)(vi)

Section 3.5

Section 6.7(a)(v)

Section 3.1 (b)

Recitals

Recitals

Recitals

Section 3.3

Section 1.2(c)(xii)

Section 1.2(c)(xii)

Section 6.7 (a)(vi)

Section 1.2(c)(iv)

Section 1.2(a)

Section 1.2(a)

Section 3.12

Section 3.1 (b)

Recitals

Section 6.7(a)(vii)

Section 6.7(a)(viii)

Section 3A(b)

Section 1.2(c)(vi)

Section 3.12

Recitals

Recitals

Recitals

Section 6.12(b)

Recitals

Recitals

Section 1.2(c)(vii)

Section 6.7(a)(ix)

Section 4.1 (d)(i)

Section 6.7(a)(x)

Section 1.2(c)(xi)

Section 6.7(a)(xi)

Section 1.2(c)(vi)

Section 3.12

Recitals

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Exchange Act

Federal Reserve

Financial Products

Fund

Governmental Entities

Holder

Indemnitee

Information

Investment Area

Investor

Junior Stock

Letter Agreement

MHA

New Certificate of Designations

Parity Stock

Plan

Previously Disclosed

Proprietary Rights

Regulatory Agreement

Relevant Period

Savings and Loan Holding Company

Schedules

SEC

Section 4.1(e) Employee

Securities Act .

Senior Executive Officers

Share Dilution Amount

Signing Date

subsidiary

Target Market

Targeted Populations

Tax

Transfer

Section 5.3

Section 6.7(a)(iv)

Section 4.1 (d)(i)

Section 1.2(c)(xii)

Section 1.2(c)

Section 5.4

Section 5.4(b)

Section 4.1 (c)(iii)

Section 4. 1(d)(i)

Recitals

Section 6.7(a)(xii)

Recitals

Section 4.1 (i)

Section 1.2(c)(iv)

Section 6.7(a)(xiii)

Section 3.12

Section 6.7(a)(xiv)

Section 3.19

Section 3.17

Section 1.2(c)(vi)

Section 6.7(a)(xv)

Recitals

Section 3.9

Section 4.1 (e)(ii)

Section 3.1(a)

Section 6.7(a)(xvi)

Section 6.7(a)(xvii)

Section 1.2(c)(xi)

Section 6.7(a)(i)

Section 4.1 (d)(i)

Section 4.1 (d)(i)

Section 6.7(xviii)

Section 5.3

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EXCHANGE AGREEMENT - STANDARD TERMS

Recitals:

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

purchased shares of preferred stock or has acquired shares of preferred stock through the exercise

of warrants or the exchange of other securities (collectively, the "CPP Preferred Stock") from

eligible financial institutions which elected to participate in the Troubled Asset Relief Program

Capital Purchase Program ("CPP");

WHEREAS, the Investor may from time to time agree to exchange the shares of

CPP Preferred Stock it received from eligible financial institutions that participated in CPP for

newly issued shares of preferred stock ("CDCI Preferred Stock") from such eligible financial

institutions to the extent they elect to participate in the Community Development Capital

Initiative ("CDC!");

WHEREAS, an eligible financial institution electing to participate in the CDCI

and exchange CPP Preferred Stock for CDCI Preferred Stock shall enter into a letter agreement

(the "Letter Agreement") with the Investor which incorporates this Exchange Agreement -

Standard Terms (the eligible financial institution identified in the Letter Agreement, the

"Company");

WHEREAS, the Company issued the CPP Preferred Stock (or warrants exercised

to acquire the CPP Preferred Stock or the securities exchanged for the CPP Preferred Stock)

pursuant to that certain Securities Purchase Agreement - Standard Terms incorporated into a

letter agreement, dated as ofthe date set forth on Schedule A to the Letter Agreement (the "CPP

Signing Date"), as amended from time to time, between the Company and the Investor (the "CPP

Securities Purchase Agreement");

WHEREAS, the Company agrees to support the availability of credit and

financial services to underserved populations and communities in the United States to promote

the expansion ofsmall businesses and the creation ofjobs in such populations and communities;

WHEREAS, the Company agrees to work diligently, under existing and any

future programs, to modify the terms of residential mortgages as appropriate to strengthen the

health ofthe U.S. housing market;

WHEREAS, the Company intends to issue the number of shares of the series of

its CDCI Preferred Stock set forth on Schedule A to the Letter Agreement (the "CDCI Preferred

Shares") to the Investor in exchange for (the "Exchange") the number of shares of the CPP

Preferred Stock set forth on Schedule A to the Letter Agreement (the "CPP Preferred Shares");

and
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WHEREAS, the Exchange will be governed by this Exchange Agreement -

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

specifying additional terms of the Exchange. This Exchange Agreement - Standard Terms

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

together referred to as this "Agreement". All references in this Exchange Agreement - Standard

Terms to "Schedules" are to the Schedules attached to the Letter Agreement.

NOW, THEREFORE, in consideration of the premises, and of the

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

follows:

ARTICLE I

THE CLOSING; THE EXCHANGE OF CDCI PREFERRED STOCK FOR CPP

PREFERRED STOCK

Section 1.1 The CDCI Preferred Stock. The CDCI Preferred Shares are

being issued to the Investor in the Exchange pursuant to Article II hereof. The CPP Preferred

Shares exchanged for the CDCI Preferred Shares pursuant to Article II hereof are being

reacquired by the Company and shall have the status of authorized but unissued shares of

preferred stock ofthe Company undesignated as to series and may be designated or redesignated

and issued or reissued, as the case may be, as part of any series of preferred stock of the

Company; provided that such shares shall not be reissued as shares ofCPP Preferred Stock.

Section 1.2 The Closing. (a) On the terms and subject to the conditions set

forth in this Agreement, the closing of the Exchange (the "Closing") will take place at the

location specified in Schedule A, at the time and on the date set forth in Schedule A or as soon as

practicable thereafter, or at such other place, time and date as shall be agreed between the

Company and the Investor. The time and date on which the Closing occurs is referred to in this

Agreement as the "Closing Date".

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

Section 1.2, at the Closing (i) the Company will deliver the CDCI Preferred Shares to the

Investor, as evidenced by one or more certificates dated the Closing Date and registered in the

name of the Investor or its designee(s) and (ii) the Investor will deliver the certificate

representing the CPP Preferred Shares to the Company.

(c) The obligation ofthe Investor to consummate the Exchange is also subject

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

conditions:

(i) (A) any approvals or authorizations of all United States and other

governmental, regulatory or judicial authorities (collectively, "Governmental Entities")

required for the consummation ofthe Exchange shall have been obtained or made in form

and substance reasonably satisfactory to each party and shall be in full force and effect

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and all waiting periods required by United States and other applicable law, if any, shall

have expired and (B) no provision of any applicable United States or other law and no

judgment, injunction, order or decree of any Governmental Entity shall prohibit

consummation ofthe Exchange as contemplated by this Agreement;

(ii) (A) the representations and warranties ofthe Company set forth in Article

III ofthis Agreement shall be true and correct in all respects as though made on and as of

the Closing Date (other than representations and warranties that by their terms speak as of

another date, which representations and warranties shall be true and correct in all respects

as of such other date) and (B) the Company shall have performed in all respects all

obligations required to be performed by it under this Agreement at or prior to the

Closing;

(iii) the Company shall have delivered to the Investor a certificate signed on

behalf of the Company by a Senior Executive Officer certifying to the effect that the

conditions set forth in Section 1.2(c)(ii) have been satisfied, in substantially the form

attached hereto as Annex A;

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

ofits jurisdiction of organization or other applicable Governmental Entity an amendment

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

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

(the "New Certificate of Designations") and the Company shall have delivered to the

Investor a copy of the filed New Certificate of Designations with appropriate evidence

from the Secretary of State or other applicable Governmental Entity that the filing has

been accepted, or if a filed copy is unavailable, a certificate signed on behalf of the

Company by a Senior Executive Officer certifying to the effect that the filing ofthe New

Certificate of Designation has been accepted, in substantially the form attached hereto as

Annex A;

(v) the Company shall have delivered to the Investor, a certificate signed on

behalf of the Company by a Senior Executive Officer certifying to the effect that the

Charter and bylaws of the Company delivered to the Investor pursuant to the CPP

Securities Purchase Agreement remain true, complete and correct, in substantially the

form attached hereto as Annex A; to the extent that the Charter and bylaws of the

Company delivered to the Investor pursuant to the CPP Securities Purchase Agreement

are no longer true, correct and complete, prior to the Closing Date, the Company shall

deliver to Investor true, complete and correct certified copies of any amendments or

supplements to the Charter or bylaws ofthe Company or the documentation necessary to

make the Charter or bylaws of the Company delivered to the Investor true, correct and

complete as ofthe Closing Date;

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

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

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

respect to its Senior Executive Officers and any other employee of the Company or its

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Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008,

as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from

time to time ("EESA"), as implemented by any guidance, rule or regulation thereunder,

as the same shall be in effect from time to time (collectively, the "Compensation

Regulations") (and to the extent necessary for such changes to be legally enforceable,

each of its Senior Executive Officers and other employees shall have duly consented in

writing to such changes), as may be necessary, during the period in which any obligation

of the Company arising from financial assistance under the Troubled Asset Relief

Program remains outstanding (such period, as it may be further described in the

Compensation Regulations, the "Relevant Period"), in order to comply with Section 111

of EESA or the Compensation Regulations and (B) the Investor shall have received a

certificate signed on behalf of the Company by a Senior Executive Officer certifying to

the effect that the condition set forth in Section 1.2(c)(vi)(A) has been satisfied, in

substantially the form attached hereto as Annex A;

(vii) the Company shall have delivered to the Investor, a written waiver from

each of the Company's Senior Executive Officers and any other employee of the

Company required to have delivered a waiver to Investor pursuant to Section l.2(d)(v) of

the CPP Securities Purchase Agreement (each, a "CPP Waiver") and, to the extent that

any Senior Executive Officer or any other employee ofthe Company or its Affiliates that

are subject to Section 111 of EESA did not deliver a CPP Waiver, the Company shall

cause each such Senior Executive Officer or other employee to have delivered to the

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

and the Company from any claims that such Senior Executive Officer or other employee

may otherwise have as a result of the modification of, or the agreement of the Company

hereunder to modify, the terms of any Benefit Plans with respect to its Senior Executive

Officers or other employees to eliminate any provisions ofsuch Benefit Plans that would

not be in compliance with the requirements of Section 111 of EESA as implemented by

the Compensation Regulations;

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

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

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

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

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

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

(x) the Company and the Company Subsidiaries shall have taken all necessary

action to ensure that the Company and the Company Subsidiaries and their executive

officers, respectively, are in compliance with (i) all guidelines put forth by the Investor

with respect to transparency, reporting and monitoring and (ii) the provisions of EESA

and any federal law respecting EESA, including the Employ American Workers Act

(Section 1611 of Division A, Title XVI ofthe American Recovery and Reinvestment Act

of 2009), Public Law No. 111-5, effective as of February 17, 2009, and all rules,

regulations and guidance issued thereunder;

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(xi) the Company shall have delivered to the Investor, a copy ofthe Disclosure

Schedule on or prior to the date ofthe Letter Agreement (the "Signing Date") and, to the

extent that any information set forth on the Disclosure Schedule needs to be updated or

supplemented to make it true, complete and correct as of the Closing Date, (i) the

Company shall have delivered to the Investor an update to the Disclosure Schedule (the

"Disclosure Update"), setting forth any information necessary to make the Disclosure

Schedule true, correct and complete as ofthe Closing Date and (ii) the Investor, in its sole

discretion, shall have approved the Disclosure Update, provided, however, that the

delivery and acceptance ofthe Disclosure Update shall not limit or affect any rights of or

remedies available to the Investor;

(xii) the Company shall have delivered to the Investor prior to the Signing Date

either (i) a true, complete and correct certified copy of each CDFI Certification

Application that each Certified Entity submitted to the Community Development

Financial Institution Fund (the "Fund") in connection with its certification as a CDFI

along with any updates to the CDFI Certification Application necessary to make it true,

complete and correct as of the Signing Date or (ii), to the extent a copy of the CDFI

Certification Application that any Certified Entity submitted to the Fund in connection

with its certification as a CDFI is not available, a newly completed CDFI Certification

Application with respect to such Certified Entity true, complete and correct as of the

Signing Date (the CDFI Certification Application delivered to the Investor pursuant to

this Section 1.2(c)(xii), the "CDFI Application"), and, to the extent any information set

forth in the CDFI Application is not true, complete and correct as ofthe Closing Date, the

Company shall have delivered to the Investor an update to the CDFI Application (the

"CDFI Application Update"), setting forth any information necessary to make the

information set forth in the CDFI Application true, correct and complete as ofthe Closing

Date; and

(xiii) CPP/CDCI Securities. The Company shall have paid to Investor all

accrued and unpaid dividends or interest then due on the CPP Preferred Stock.

ARTICLE II

EXCHANGE

Section 2.1 Exchange. On the terms and subject to the conditions set forth in

this Agreement, the Company agrees to issue the CDCI Preferred Shares to the Investor in

exchange for CPP Preferred Shares, and the Investor agrees to deliver to the Company the CPP

Preferred Shares in exchange for the CDCI Preferred Shares.

Section 2.2 Exchange Documentation. Settlement of the Exchange will take

place on the Closing Date, at which time the Investor will cause delivery of the CPP Preferred

Shares to the Company or its designated agent and the Company will cause delivery ofthe CDCI

Preferred Shares to the Investor or its designated agent.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as Previously Disclosed, the Company represents and warrants to the

Investor that as of the Signing Date and as of the Closing Date (or such other date specified

herein) that:

Section 3.1 Existence and Power.

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

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

jurisdiction of organization, with the necessary power and authority to own, operate and lease its

properties and to conduct its business in all material respects as it is being currently conducted,

and except as has not, individually or in the aggregate, had and would not reasonably be

expected to have a Company Material Adverse Effect, has been duly qualified as a foreign

corporation for the transaction of business and is in good standing under the laws of each other

jurisdiction in which it owns or leases properties or conducts allY business so as to require such

qualification; each Certified Entity (if not the Company) and each subsidiary of the Company

that would be considered a "significant subsidiary" within the meaning of Rule 1-02(w) of

Regulation S-X under the Securities Act of 1933 (the "Securities Act"), has been duly organized

and is validly existing in good standing under the laws of its jurisdiction of organization. The

Charter and bylaws of the Company and each Certified Entity (if not the Company), copies of

which have been provided to the Investor prior to the Signing Date, are true, complete and

correct copies of such documents as in full force and effect as of the Signing Date and as of the

Closing Date.

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

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

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

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

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

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

were not issued in violation of any preemptive rights). As of the Signing Date, the Company

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

acquire common stock of the Company ("Common Stock") or other capital stock that is not

reserved for issuance as specified on Schedule B, and the Company has not made any other

commitment to authorize, issue or sell any Common Stock or other capital stock. Since the

Capitalization Date, the Company has not issued any shares of Common Stock or other capital

stock other than (i) shares issued upon the exercise of stock options or delivered under other

equity-based awards or other convertible securities or warrants which were issued and

outstanding on the Capitalization Date and disclosed on Schedule Band (ii) shares disclosed on

Schedule B. Each holder of 5% or more of any class of capital stock of the Company and such

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

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Section 3.2 CDCI Preferred Shares. The CDCI Preferred Shares have been

duly and validly authorized by all necessary action, and, when issued and delivered pursuant to

this Agreement, such CDCI Preferred Shares will be duly and validly issued and fully paid and

nonassessable, will not be issued in violation of any preemptive rights, and will rank pari passu

or senior to all other series or classes of CDCI Preferred Stock, whether or not designated, issued

or outstanding, with respect to the payment of dividends and the distribution of assets in the

event of any dissolution, liquidation or winding up ofthe Company.

Section 3.3 Community Development Financial Institution Status;

Domestic Ownership.

(a) The Company, collectively with all ofits "Affiliates" (within the meaning

of 12 C.F.R. 1805.104) satisfies the requirements of 12 C.F.R. 1805.200(b).

(b) Each Certified Entity (A) is a regulated community development financial

institution (a "CDFI") currently certified by the Fund of the United States Department of the

Treasury pursuant to 12 C.F.R. 1805.201(a) as having satisfied the eligibility requirements ofthe

Fund's Community Development Financial Institutions Program and (B) satisfies the eligibility

requirements for a CDFI set forth in 12 C.F.R. 1805.201(b)(1) - (6).

(c) The Company is not a Bank Holding Company, Savings and Loan

Holding Company, bank or savings association controlled (within the meaning of the Bank

Holding Company Act of 1956 (12 U.S.C. 1841(a)(2)) and 12 C.F.R. 225(a)(i) in the case of

Bank Holding Companies and banks and the Home Owners' Loan Act of 1933 (12 U.S.C. 1467a

(a)(2)) and 12 C.F.R. 583.7 in the case of Savings and Loan Holding Companies and savings

associations) by a foreign bank or company.

Section 3.4 Authorization and Enforceabilitv. (a) The Company has the

corporate power and authority to execute and deliver this Agreement and to carry out its

obligations hereunder (which includes the issuance of the CDCI Preferred Shares). The

execution, delivery and performance by the Company of this Agreement and the consummation

of the transactions contemplated hereby have been duly authorized by all necessary corporate

action on the part ofthe Company and its stockholders, and no further approval or authorization

is required on the part ofthe Company. This Agreement is a valid and binding obligation ofthe

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

limitations by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws

affecting the enforcement of creditors' rights generally and general equitable principles,

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

("Bankruptcy Exceptions").

(b) The execution, delivery and performance by the Company of this

Agreement and the consummation of the transactions contemplated hereby, and compliance by

the Company with the provisions hereof, will not (A) violate, conflict with, or result in a breach

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

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

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

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creation of, any lien, security interest, charge or encumbrance upon any of the properties or

assets of the Company or any subsidiary of the Company or Certified Entity (if not the

Company) (each subsidiary or Certified Entity, a "Company Subsidiary" and, collectively, the

"Company Subsidiaries") under any of the terms, conditions or provisions of (i) its

organizational documents or (ii) any note, bond, mortgage, indenture, deed of trust, license,

lease, agreement or other instrument or obligation to which the Company or any Company

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

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

Company Subsidiary may be subject, or (B) subject to compliance with the statutes and

regulations referred to in the next paragraph, violate any statute, rule or regulation or any

judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company

Subsidiary or any 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 Effect.

(c) Other than the filing of the New Certificate of Designations with the

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

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

and such as have been made or obtained, no notice to, filing with, exemption or review by, or

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

obtained by the Company in connection with the consummation by the Company of the

Exchange except for any such notices, filings, exemptions, reviews, authorizations, consents and

approvals the failure of which to make or obtain would not, individually or in the aggregate,

reasonably be expected to have a Company Material Adverse Effect.

Section 3.5 Anti-Takeover Provisions and Rights Plan. The Board of

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

the transactions contemplated by this Agreement and the consummation of the transactions

contemplated hereby, will be exempt from any anti-takeover or similar provisions of the

Company's Charter and bylaws, and any other provisions of any applicable "moratorium",

"control share", "fair price", "interested stockholder" or other anti-takeover laws and regulations

of any jurisdiction.

Section 3.6 No Company Material Adverse Effect. Since the CPP Signing

Date, no fact, circumstance, event, change, occurrence, condition or development has occurred

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

Company Material Adverse Effect, except as disclosed on Schedule C.

Section 3.7 Company Financial Statements. The Company Financial

Statements present fairly in all material respects the consolidated financial position of the

Company and its consolidated subsidiaries as ofthe dates indicated therein and the consolidated

results of their operations for the periods specified therein; and except as stated therein, such

financial statements (i) were prepared in conformity with GAAP applied on a consistent basis

(except as may be noted therein) and (ii) have been prepared from, and are in accordance with,

the books and records ofthe Company and the Company Subsidiaries.

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Section 3.8 No Undisclosed Liabilities. Neither the Company nor any of the

Company Subsidiaries has any liabilities or obligations of any nature (absolute, accrued,

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

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

with GAAP, except for (i) liabilities that have arisen since the last fiscal year end in the ordinary

and usual course of business and consistent with past practice and (ii) liabilities that, individually

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

Material Adverse Effect.

Section 3.9 Offering of Securities. Neither the Company nor any person

acting on its behalf has taken any action (including any offering of any securities of the

Company under circumstances which would require the integration of such offering with the

offering of the CDCI Preferred Shares under the Securities Act and the rules and regulations of

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

subj ect the issuance or acquisition ofthe CDCI Preferred Shares to the Investor pursuant to this

Agreement to the registration requirements ofthe Securities Act.

Section 3.10 Litigation and Other Proceedings. Except (i) as set forth on

Schedule D or (ii) as would not, individually or in the aggregate, reasonably be expected to have

a Company Material Adverse Effect, there is no (A) pending or, to the knowledge of the

Company, threatened, claim, action, suit, investigation or proceeding, against the Company or

any Company Subsidiary or to which any of their assets are subject, nor is the Company or any

Company Subsidiary subject to any order, judgment or decree or (B) unresolved violation,

criticism or exception by any Governmental Entity with respect to any report or relating to any

examinations or inspections ofthe Company or any Company Subsidiaries.

Section 3.11 Compliance with Laws. Except as would not, individually or in

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

and the Company Subsidiaries have all permits, licenses, franchises, authorizations, orders and

approvals of, and have made all filings, applications and registrations with, Governmental

Entities that are required in order to permit them to own or lease their properties and assets and

to carryon their business as presently conducted and that are material to the business of the

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

Company Subsidiaries have complied in all respects and are not in default or violation of, and

none ofthem is, to the knowledge ofthe Company, under investigation with respect to or, to the

knowledge of the Company, have been threatened to be charged with or given notice of any

violation of, any applicable domestic (federal, state or local) or foreign law, statute, ordinance,

license, rule, regulation, policy or guideline, order, demand, writ, injunction, decree or judgment

of any 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.

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Section 3.12 Employee Benefit Matters. Except as would not reasonably be

expected to have, either individually or in the aggregate, a Company Material Adverse Effect:

(i) each "employee benefit plan" (within the meaning of Section 3(3) of the Employee

Retirement Income Security Act of 1974, as amended ("ERISA")) providing benefits to any

current or former employee, officer or director ofthe Company or any member ofits "Controlled

Group" (defined as any organization which is a member of a controlled group of corporations

within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the

"Code")) that is sponsored, maintained or contributed to by the Company or any member of its

Controlled Group and for which the Company or any member of its Controlled Group would

have any liability, whether actual or contingent (each, a "Plan") has been maintained in

compliance with its terms and with the requirements of all applicable statutes, rules and

regulations, including ERISA and the Code; (ii) with respect to each Plan subject to Title IV of

ERISA (including, for purposes ofthis clause (ii), any plan subject to Title IV ofERISA that the

Company or any member of its Controlled Group previously maintained or contributed to in the

six years prior to the Signing Date), (1) no "reportable event" (within the meaning of

Section 4043(c) of ERISA), other than a reportable event for which the notice period referred to

in Section 4043(c) of ERISA has been waived, has occurred in the three years prior to the

Signing Date or is reasonably expected to occur, (2) no "accumulated funding deficiency"

(within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not

waived, has occurred in the three years prior to the Signing Date or is reasonably expected to

occur, (3) the fair market value of the assets under each Plan exceeds the present value of all

benefits accrued under such Plan (determined based on the assumptions used to fund such Plan)

and (4) neither the Company nor any member of its Controlled Group has incurred in the six

years prior to the Signing Date, or reasonably expects to incur, any liability under Title IV of

ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty

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

that is a "multiemployer plan", within the meaning of Section 4001(c)(3) of ERISA); and

(iii) each Plan that is intended to be qualified under Section 401(a) of the Code has received a

favorable determination letter from the Internal Revenue Service with respect to its qualified

status that has not been revoked, or such a determination letter has been timely applied for but

not received by the Signing Date, and nothing has occurred, whether by action or by failure to

act, which could reasonably be expected to cause the loss, revocation or denial ofsuch qualified

status or favorable determination letter.

Section 3.13 Taxes. Except as would not, individually or in the aggregate,

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

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

returns (together with any schedules and attached thereto) required to be filed through the

Signing Date, subject to permitted extensions, and have paid all Taxes due thereon, (ii) all such

Tax returns (together with any schedules and attached thereto) are true, complete and correct in

all material respects and were prepared in compliance with all applicable laws and (iii) no Tax

deficiency has been determined adversely to the Company or any of the Company Subsidiaries,

nor does the Company have any knowledge of any Tax deficiencies.

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Section 3.14 Properties and Leases. Except as would not, individually or in

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

and the Company Subsidiaries have good and marketable title to all real properties and all other

properties and assets owned by them, in each case free from liens (including, without limitation,

liens for Taxes), encumbrances, claims and defects that would affect the value thereof or

interfere with the use made or to be made thereof by them. Except as would not, individually or

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

Company and the Company Subsidiaries hold all leased real or personal property under valid and

enforceable leases with no exceptions that would interfere with the use made or to be made

thereof by them.

Section 3.15 Environmental Liability. Except as would not, individually or in

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

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

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

on the Company or any Company Subsidiary, any liability relating to the release of hazardous

substances as defined under any local, state or federal environmental statute, regulation or

ordinance, including the Comprehensive Environmental Response, Compensation and Liability

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

Company Subsidiary;

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

proceeding, claim or action; and

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

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

imposing any such environmental liability.

Section 3.16 Risk Management Instruments. Except as would not,

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

Effect, all derivative instruments, including, swaps, caps, floors and option agreements, whether

entered into for the Company's own account, or for the account of one or more 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 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 ofits obligations under any such agreement or arrangement other than

such breaches that would not, individually or in the aggregate, reasonably be expected to have a

Company Material Adverse Effect.

Section 3.17 Agreements with Regulatory Agencies. Except as set forth on

Schedule F, neither the Company nor any Company Subsidiary is subject to any material cease-

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and-desist or other similar order or enforcement action issued by, or is a party to any material

written agreement, consent agreement or memorandum of understanding with, or is a party to

any commitment letter or similar undertaking to, or is subject to any capital directive by, or since

December 31, 2006, has adopted any board resolutions at the request of, any Governmental

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

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

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

internal controls, jts management or its operations or business (each item in this sentence, a

"Regulatory Agreement"), nor has the Company or any Company Subsidiary been advised since

December 31, 2006 by any such Governmental Entity that it is considering issuing, initiating,

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

Subsidiary is in compliance in all material respects with each Regulatory Agreement to which it

is party or subj ect, and neither the Company nor any Company Subsidiary has received any

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

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

Section 3.18 Insurance. The Company and the Company Subsidiaries are

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

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

Company and the Company Subsidiaries are in material compliance with their insurance policies

and are not in default under any of the material terms thereof, each such policy is outstanding

and in full force and effect, all premiums and other payments due under any material policy have

been paid, and all claims thereunder have been filed in due and timely fashion, except, in each

case, as would not, individually or in the aggregate, reasonably be expected to have a Company

Material Adverse Effect.

Section 3.19 Intellectual Pronertv. Except as would not, individually or in the

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

and each Company Subsidiary owns or otherwise has the right to use, all intellectual property

rights, including all trademarks, trade dress, trade names, service marks, domain names, patents,

inventions, trade secrets, know-how, works of authorship and copyrights therein, that are used in

the conduct of their existing businesses and all rights relating to the plans, design and

specifications of any of its branch facilities ("Proprietary Rights") free and clear of all liens and

any claims of ownership by current or former employees, contractors, designers or othyrs and

(ii) neither the Company nor any of the Company Subsidiaries is materially infringing, diluting,

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

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

them has materially infringed, diluted, misappropriated or violated, any 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, 2007 alleging that any

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

by the Company and the Company Subsidiaries.

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Section 3.20 Brokers and Finders. The Investor has no liability for any

amounts that any broker, finder or investment banker is entitled to for any financial advisory,

brokerage, finder's or other fee or commission in connection with this Agreement or the

transactions contemplated hereby based upon arrangements made by or on behalf of the

Company or any Company Subsidiary.

Section 3.21 Disclosure Schedule. The Company has delivered the Disclosure

Schedule and, if applicable, the Disclosure Update to the Investor and the information contained

in the Disclosure Schedule, as modified by the information contained in the Disclosure Update, if

applicable, is true, complete and correct.

Section 3.22 CPP Preferred Stock. The Company has (i) not breached any

representation, warranty or covenant set forth in the CPP Securities Purchase Agreement or any

of the other documents governing the CPP Preferred Stock and (ii) paid to Investor all accrued

and unpaid dividends and/or interest then due on the CPP Preferred Stock.

ARTICLE IV

COVENANTS

Section 4.1 Affirmative Covenants. The Company hereby. covenants and

agrees with Investor that:

(a) Commercially Reasonable Efforts. Subject to the terms and conditions of

this Agreement, each of the parties will use its commercially reasonable efforts in good faith to

take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper

or desirable, or advisable under applicable laws, so as to permit consummation ofthe Exchange

as promptly as practicable and otherwise to enable consummation of the transactions

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

party to that end.

(b) Certain Notifications Until Closing. From the Signing Date until the

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

which it is aware and which would reasonably be expected to cause any representation or

warranty 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 respectand (ii) except as Previously Disclosed,

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

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

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

notice pursuant to this Section 4.1 (b) shall not limit or affect any rights of or remedies available

to the Investor.

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(c) Access, Information and Confidentiality.

(i) From the Signing Date until the date when the Investor owns an amount of

CDCI Preferred Shares having an aggregate liquidation value of less than 10% of the

aggregate liquidation value of the CDCI Preferred Shares as of the Closing Date, the

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

(A) acting through the Appropriate Federal Banking Agency, or otherwise to the extent

necessary to evaluate, manage, or transfer its investment in the Company, to examine the

corporate books, Tax returns (including all schedules and attached thereto) and other

information reasonably requested by Investor relating to Taxes and make copies thereof

and to discuss the affairs, finances and accounts of the Company and the Company

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

such reasonable times and as often as the Investor may reasonably request and (B) to

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

the Company to its Appropriate Federal Banking Agency. Any investigation pursuant to

this Section 4.1 (c) shall be conducted during normal business hours and in such manner

as not to interfere unreasonably with the conduct of the business of the Company, and

nothing herein shall require the Company or any Company Subsidiary to disclose any

information to the Investor to the extent (x) prohibited by applicable law or regulation, or

(y) that such disclosure would reasonably be expected to cause a violation of any

agreement to which the Company or any Company Subsidiary is a party or would cause a

risk of a loss of privilege to the Company or any Company Subsidiary (provided that the

Company shall use commercially reasonable efforts to make appropriate substitute

disclosure arrangements under circumstances where the restrictions in this clause (i)

apply).

(ii) From the Signing Date until the date on which all of the CDCI Preferred

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

delivered, to the Investor:

(A) as soon as available after the end of each fiscal year of the

Company, and in any event within 90 days thereafter, a consolidated balance

sheet of the Company as of the end of such fiscal year,· and consolidated

statements of income, retained earnings and cash flows of the Company for such

year, in each case prepared in accordance with GAAP and setting forth in each

case in comparative form the figures for the previous fiscal year ofthe Company,

and which shall be audited to the extent audited financial statements are available;

(B) as soon as available after the end of the first, second and third

quarterly periods in each fiscal year of the Company, a copy of any quarterly

reports provided to other stockholders of the Company or Company management

by the Company;

(C) as soon as available after the Company receives any assessment of

the Company's internal controls, a copy ofsuch assessment;

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(D) annually on a date specified by the Investor, a completed survey, in

a form specified by the Investor, providing, among other things, a description of

how the Company has utilized the funds the Company received in connection

with the sale of the CPP Preferred Shares and the effects of such funds on the

operations and status ofthe Company;

(E) as soon as such items become effective, any amendments to the

Charter, bylaws or other organizational documents ofthe Company; and

(F) at the same time as such items are sent to any stockholders of the

Company, copies of any information or documents sent by the Company to its

stockholders.

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

reasonable best efforts to cause its agents, consultants, contractors and advisors and

United States executive branch officials and employees, to hold, in confidence all nonpublic records, books, contracts, instruments, computer data and other data and

information (collectively, "Information") concerning the Company furnished or made

available to it by the Company or its representatives pursuant to this Agreement (except

to the extent that such information can be shown to have been (A) previously known by

such party on a non-confidential basis, (B) in the public domain through no fault of such

party or (C) later lawfully acquired from other sources by the party to which it was

furnished (and without violation of any other confidentiality obligation)); provided that

nothing herein shall prevent the Investor from disclosing any Information to the extent

required by applicable laws or regulations or by any subpoena or similar legal process.

The Investor understands that the Information may contain commercially sensitive

confidential information entitled to an exception from a Freedom of Information Act

request.

(iv) The Investor's information rights pursuant to Section 4.1 (c)(ii)(A), (B),

(C), (E) and (F) and the Investor's right to receive certifications from the Company

pursuant to Section 4.1 (d)(ii) may be assigned by the Investor to a transferee or assignee

of the CDCI Preferred Shares with a liquidation preference of no less than an amount

equal to 2% ofthe initial aggregate liquidation preference ofthe CDCI Preferred Shares.

(v) From the Signing Date until the date when the Investor no longer

owns any CDCI Preferred Shares, the Company shall permit, and shall cause each ofthe

Company's Subsidiaries to permit (A) the Investor and its agents, consultants, contractors

and advisors, (B) the Special Inspector General of the Troubled Asset Relief Program,

and (C) the Comptroller General of the United States access to personnel and any

books, papers, records or other data, in each case, to the extent relevant to

ascertaining compliance with the financing terms and conditions; provided that prior to

disclosing any information pursuant to clause (B) or (C), the Special Inspector General

of the Troubled Asset Relief Program and the Comptroller General of the United

States shall have agreed, with respect to documents obtained under this Agreement

in furtherance of its function, to follow applicable law and regulation (and the

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applicable customary policies and procedures) regarding the dissemination of

confidential materials, including redacting confidential information from the public

version of its reports and soliciting the input from the Company as to information that

should be afforded confidentiality, as appropriate.

(vi) Nothing in this Section shall be construed to limit the authority that the

Special Inspector General ofthe Troubled Asset Relief Program, the Comptroller General

ofthe United States or any other applicable regulatory authority has under law.

(d) CDFI Requirements.

(i) From the Signing Date until the date on which all of the CDCI Preferred

Shares have been redeemed in whole, each Certified Entity shall (A) be certified by the

Fund as a CDFI; (B) together with its Affiliates collectively meet the eligibility

requirements of 12 C.F.R. 1805.200(b); (C) have a primary mission of promoting

community development, as may be determined by Investor from time to time, based on

criteria set forth in 12 C.F.R. 1805.201(b)(l); (D) provide Financial Products,

Development Services, and/or other similar financing as a predominant business activity

in arm's-length transactions; (E) serve a Target Market by serving one or more

Investment Areas and/or Targeted Populations as may be determined by Investor from

time to time, substantially in the manner set forth in 12 C.F.R. 1805.201(b)(3);

(F) provide Development Services in conjunction with its Financial Products, directly,

through an Affiliate or through a contract with a third-party provider; (G) maintain

accountability to residents ofthe applicable Investment Area(s) or Targeted Population(s)

through representation on its governing Board of Directors or otherwise; and (H) remain

a non-governmental entity which is not an agency or instrumentality ofthe United States

of America, or any State or political subdivision thereof, as described in 12 C.F.R.

1805.201(b)(6) and within the meaning of any supplemental regulations or interpretations

of 12 C.F.R. 1805.201(b)(6) or such supplemental regulations published by the Fund.

Notwithstanding any other provision hereof, as used in this Section 4.1 (d), the terms

"Affiliates"; "Financial Products"; "Development Services"; "Target Market";

"Investment Areas"; and "Targeted Populations" have the meanings ascribed to such

terms in 12 C.F.R. 1805.104.

(ii) From the Signing Date until the date on which all of the CDCI Preferred

Shares have been redeemed in whole, the Company shall deliver to Investor (1)(x) on the

date that is 180 days after the Closing Date and (y) annually on the same date on which

the Company delivers the documentation required under Section 4.1 (c)(ii)(A) to the

Investor, a certificate signed on behalf ofthe Company by a Senior Executive Officer, in

substantially the form attached hereto as Annex F, certifying (A) that the Company and

each Certified Entity remains in compliance with the covenants set forth in

Section 4.1(d)(i); (B) that the information in the CDFI Application, as modified by any

updates to the CDFI Application provided by the Company to the Investor on or prior to

the date of such certificate, with respect to the covenants set forth in Section 4.1 (d)(i)(B)

and Section 4.1 (d)(i)(D) remains true, correct and complete as of such date or, to the

extent any information set forth in the CDFI Application, as modified by any updates to

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the CDFI Application provided by the Company to the Investor on or prior to the date of

such certificate, with respect to such covenants needs to be updated or supplanted to

make it true, complete and correct as of such date, that an updated narrative to the CDFI

Application setting forth any information necessary to make the information set forth in

the CDFI Application is true, complete and correct as of such date; (C) either (a) that the

contracts and material agreements entered into by each Certified Entity with respect to

Development Services previously disclosed to the Investor remain in effect or (b) that

attached are any new contracts and material agreements entered into by the Certified

Entity with respect to Development Services; (D) a list ofthe names and addresses ofthe

individuals which comprise the board of directors of each Certified Entity as of such date

and, to the extent any of such individuals was not a member of the board of directors of

such Certified Entity as ofthe last certification to the Investor, a narrative describing such

individual's relationship to the applicable Investment Area(s) and Targeted Population(s)

or, if such Certified Entity maintains accountability to residents of the applicable

Investment Area(s) or Target Population(s) through means other than representation on

its governing board of directors and such means have changed since the date of the last

certification to the Investor, a narrative describing such change; (E) that each Certified

Entity is not an agency of the United States of America, or any State or political

subdivision thereof, as described in 12 C.F.R. 1805.201(b)(6) and within the meaning of

any supplemental regulations or interpretations of 12 C.F.R. 1805.201(b)(6) or such

supplemental regulations published by the Fund and (F) that the Company remains in

compliance with the covenants set forth in Section 4.1(f) and Section 4.1(1) and

(2) within five (5) business days of receipt, copies of any notices, correspondence or

other written communication between each Certified Entity and the Fund, including any

form that such Certified Entity is required to provide to the Fund due to the occurrence

of a "Material Event" within the meaning of the Fund's CDFI Certification

Procedures.

(iii) The Company shall immediately notify the Investor upon the

occurrence of any breach of any ofthe covenants set forth in Section 4.1 (d).

(e) Executive Compensation.

(i) Benefit Plans. During the Relevant Period, the Company shall take all

necessary action to ensure that the Benefit Plans of the Company and its Affiliates

comply in all respects with, and shall take all other actions necessary to comply with,

Section 111 of EESA, as implemented by the Compensation Regulations, and neither the

Company nor any of its Affiliates shall adopt any new Benefit Plan (x) that does not

comply therewith or (y) that does not expressly state and require that such Benefit Plan

and any compensation thereunder shall be subject to any relevant Compensation

Regulations adopted, issued or released on or after the date any such Benefit Plan is

adopted. To the extent that EESA and/or the Compensation Regulations are amended or

otherwise change during the Relevant Period in a manner that requires changes to thenexisting Benefit Plans, or that requires other actions, the Company and its Affiliates shall

effect such changes to its or their Benefit Plans, and take such other actions, as promptly

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as practicable after it has actual knowledge ofsuch amendments or changes in order to be

in compliance with this Section 4.1 (e) (and shall be deemed to be in compliance for a

reasonable period to effect such changes). In addition, the Company and its Affiliates

shall take all necessary action, other than to the extent prohibited by applicable law or

regulation applicable outside ofthe United States, to ensure that the consummation ofthe

transactions contemplated by this Agreement will not accelerate the vesting, payment or

distribution of any equity-based awards, deferred cash awards or any nonqualified

deferred' compensation payable by the Company or any ofits Affiliates.

(ii) Additional Waivers. After the Closing Date, in connection with the hiring

or promotion of a Section 4.1 (e) Employee and/or the promulgation of applicable

Compensation Regulations or otherwise, to the extent any Section 4.1 (e) Employee shall

not have executed a waiver in a form satisfactory to the Investor with respect to the

application to such Section 4.1 (e) Employee of the Compensation Regulations, the

Company shall use its best efforts to (x) obtain from such Section 4.1(e) Employee a

waiver in substantially the form attached hereto as Annex D and (y) deliver such waiver

to the Investor as promptly as possible, in each case within sixty days of such

Section 4.1 (e) Employee becoming subject to the requirements of this Section.

"Section 4.1 (e) Employee" means (A) each Senior Executive Officer and (B) any other

employee ofthe Company or any of its Affiliates determined at any time to be subject to

Section 111 of EESA as implemented by the Compensation Regulations.

(iii) Clawback. In the event that any Section 4.1(e) Employee receives a

payment in contravention of the provisions of this Section 4.1(e), the Company shall

promptly provide such individual with written notice that the amount of such payment

must be repaid to the Company in full within fifteen business days following receipt of

such notice or such earlier time as may be required by the Compensation Regulations and

shall promptly inform the Investor (x) upon discovering that a payment in contravention

ofthis Section 4.1 (e) has been made and (y) following the repayment to the Company of

such amount and shall take such other actions as may be necessary to comply with the

Compensation Regulations.

(iv) Limitation on Deductions. During the Relevant Period, the Company

agrees that it shall not claim a deduction for remuneration for federal income tax

purposes in excess of $500,000 for each Senior Executive Officer that would not be

deductible if Section 162(m)(5) ofthe Code applied to the Company.

(v) Amendment to Prior Agreement. The parties agree that, effective as ofthe

date hereof, Section 4.10 ofthe CPP Securities Purchase Agreement shall be amended in

its entirety by replacing such Section 4.10 with the provisions set forth in this

Section 4.1 (e) and any terms included in this Section 4.1 (e) that are not otherwise defined

in the CPP Securities Purchase Agreement shall have the meanings ascribed to such

terms in this Agreement.

(f) Bank or Savings and Loan Holding Company Status. Ifthe Company is a

Bank Holding Company or a Savings and Loan Holding Company on the Signing Date, then the

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Company shall maintain its status as a Bank Holding Company or Savings and Loan Holding

Company, as the case may be, for as long as the Investor owns any CDCI Preferred Shares. The

Company shall redeem all CDCI Preferred Shares held by the Investor prior to terminating its

status as a Bank Holding Company or Savings and Loan Holding Company, as applicable.

(g) Predominantly Financial. For as long as the Investor owns any CDCI

Preferred Shares, the Company, to the extent it is not itself an insured depository institution,

agrees to remain predominantly engaged in financial activities. A company is predominantly

engaged in financial activities if the annual gross revenues derived by the company and all

subsidiaries of the company (excluding revenues derived from subsidiary depository

institutions), on a consolidated basis, from engaging in activities that are financial in nature or

are incidental to a financial activity under subsection (k) of Section 4 of the Bank Holding

Company Act of 1956 (12 U.S.C. 1843(k)) represent at least 85 percent of the consolidated

annual gross revenues ofthe company.

(h) Capital Covenant. From the Signing Date until the date on which all of

the CDCI Preferred Shares have been redeemed in whole, the Company and the Company

Subsidiaries shall maintain such capital as may be necessary to meet the minimum capital

requirements ofthe Appropriate Federal Banking Agency, as in effect from time to time.

(i) HAMP Modifications. The Company shall take all necessary action to

ensure that (i) from and after the date the Company or any Company Subsidiary that services

residential mortgage loans has 100 or more residential mortgage loans not owned or guaranteed

by Fannie Mae or Freddie Mac which have been past due for 60 or more days, the Company or

such Company Subsidiary shall, to the extent such programs are open for participation,

(A) participate in the United States Department of the Treasury's Making Home Affordable

("MHA") program, including MHA's Second Lien Modification Program and, (B) immediately

execute a Commitment to Purchase Financial Instrument and Servicer Participation Agreement

(in such form as may be set forth on the MHA website at www.hmpadmin.com from time to

time) with Fannie Mae (acting as the United States Department of the Treasury's fiscal agent)

and (ii) if the Company or any Company Subsidiary owns mortgage loans that are serviced by a

non-affiliated mortgage servicer, the Company or such Company Subsidiary shall consent to any

MHA modification request made by such mortgage servicer.

G) Reporting Requirements. Prior to the date on which all of the CDCI

Preferred Shares have been redeemed in whole, the Company covenants and agrees that, at all

times on or after the Closing Date, (i) to the extent it is· subject to the reporting requirements of

Section 13 or 15(d) of the Exchange Act, it shall comply with the terms and conditions set forth

in Annex E or (ii) as soon as practicable after the date that the Company becomes subject to the

reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall comply with the

terms and conditions set forth in Annex E.

(k) Compliance with Employ American Workers Act. The Company shall

agree to comply, and take all necessary action to ensure that any Company Subsidiary complies

in all respects with the provisions of EESA and any federal law respecting EESA, including the

Employ American Workers Act (Section 1611 of Division A, Title XVI of the American

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Recovery and Reinvestment Act of 2009), Public Law No. 111-5, effective as of February 17,

2009, as implemented by any rules, regulation or guidance thereunder, as such may be amended

or supplemented from time to time, and any applicable guidance ofthe United States Department

ofthe Treasury with respect thereto.

(1) Control by Foreign Bank or Company. Prior to the date on which

all of the CDCI Preferred Shares have been redeemed in whole, the Company shall not be

controlled (within the meaning of the Bank Holding Company Act of 1956 (12 U.S.C.

1841(a)(2)) and 12 C.F.R. 225(a)(i) in the case ofBank Holding Companies and banks and the

Home Owners' Loan Act of 1933 (12 U.S.C. 1467a (a)(2)) and 12 C.F.R. 583.7 in the case of

Savings and Loan Holding Companies and savings associations) by a foreign bank or company.

Section 4.2 Negative Covenants. The Company hereby covenants and agrees

with the Investor that:

(a) Certain Transactions.

(i) The Company shall not merge or consoliqate with, or sell, transfer or lease

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

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

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

and every covenant, agreement and condition of this Agreement to be performed and

observed by the Company.

(ii) Without the prior written consent of the Investor, until such time as the

Investor shall cease to own any debt or equity securities of the Company acquired

pursuant to this Agreement or the CPP Securities Purchase Agreement (including, for the

avoidance of doubt, the CPP Preferred Shares or the CDCI Preferred Shares), the

Company shall not permit any of its "significant subsidiaries" (as such term is defined in

Rule 12b-2 promulgated under the Exchange Act) to (i) engage in any merger,

consolidation, statutory share exchange or similar transaction following the

consummation of which such significant subsidiary is not wholly-owned by the

Company, (ii) dissolve or sell all or substantially all ofits assets or property other than in

connection with an internal reorganization or consolidation involving wholly-owned

subsidiaries of the Company or (iii) issue or sell any shares of its capital stock or any

securities convertible or exercisable for any such shares, other than issuances or sales in

connection with an internal reorganization or consolidation involving wholly-owned

subsidiaries ofthe Company.

(b) Restriction on Dividends and Repurchases.

(i) The Company covenants and agrees that it shall not violate any of the

restrictions on dividends, distributions, redemptions, repurchases, acquisitions and related

actions set forth in the New Certificate of Designations, which are incorporated by

reference herein as ifset forth in full.

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(ii) During the period beginning on the eighth anniversary of the Closing and

ending on the date on which the Investor no longer owns any of the CDCI Preferred

Shares, neither the Company nor any Company Subsidiary shall, without the consent of

the Investor, (A) declare or pay any dividend or make any distribution on capital stock or

other equity securities of any kind of the Company or any Company Subsidiary; or

(B) redeem, purchase or acquire any shares of Common Stock or other capital stock or

other equity securities of any kind of the Company or any Company Subsidiary, or any

trust preferred securities issued by the Company or any Affiliate of the Company, other

than (1) redemptions, purchases or other acquisitions of the CDCI Preferred Shares,

(2) regular dividends on shares of preferred stock in accordance with the terms thereof

and which are permitted under the terms of the CDCI Preferred Shares, or (3) dividends

or distributions by any wholly-owned Company Subsidiary.

(c) Related Party Transactions. Until such time as the Investor ceases to own

any debt or equity securities of the Company, including the CDCI Preferred Shares, the

Company and the Company Subsidiaries shall not enter into transactions with Affiliates or

related persons (within the meaning of Item 404 under the SEC's Regulation S-K) unless

(A) such transactions are on terms no less favorable to the Company and the Company

Subsidiaries than could be obtained from an unaffiliated third party, and (B) have been approved

by the audit committee ofthe Board of Directors or comparable body ofindependent directors of

the Company, or if there are no independent directors, the Board of Directors, provided that the

Board of Directors shall maintain written documentation which supports its determination that

the transaction meets the requirements of clause (A) ofthis Section 4.2(c).

(d) Restriction on Repurchase of CDCI Preferred Shares Not Held by

Investor. Prior to the date on which the Investor no longer owns any of the CDCI Preferred

Shares the Company shall not repurchase, redeem, call or otherwise reacquire any CDCI

Preferred Shares from any holder thereof, whether by means of open market purchase, negotiated

transaction, or otherwise, unless it offers to repurchase, redeem, call or otherwise reacquire a

ratable portion of the CDCI Preferred Shares, as the case may be, then held by the Investor on

the same terms and conditions.

ARTICLE V

ADDITIONAL AGREEMENTS

Section 5.1 Purchase for Investment. The Investor acknowledges that the

CDCI Preferred Shares have not been registered under the Securities Act or under any state

securities laws. The Investor (a) is acquiring the CDCI Preferred Shares pursuant to an

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

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

state securities laws, (b) will not sell or otherwise dispose of any of the CDCI Preferred Shares,

except in compliance with the registration requirements or exemption provisions ofthe Securities

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

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

merits and risks ofthe Exchange and ofmaking an informed investment decision.

Section 5.2 Legends. (a) The Investor agrees that all certificates or other

instruments representing the CDCI Preferred Shares will bear a legend substantially to the

following effect:

'~THE SECURITIES REPRESENTED BY THIS INSTRUMENT

ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER

OBLIGATIONS OF A BANK AND ARE NOT INSURED BY

THE FEDERAL DEPOSIT INSURANCE CORPORATION OR

ANY OTHER GOVERNMENTAL AGENCY.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR

THE SECURITIES LAWS OF ANY STATE AND MAY NOT

BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF

EXCEPT WHILE A REGISTRATION STATEMENT

RELATING THERETO IS IN EFFECT UNDER SUCH ACT

AND APPLICABLE STATE SECURITIES LAWS OR

PURSUANT TO AN EXEMPTION FROM REGISTRATION

UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER

OF THE SECURITIES REPRESENTED BY THIS

INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE

RELYING ON THE EXEMPTION FROM SECTION 5 OF THE

SECURITIES ACT PROVIDED BY RULE 144A

THEREUNDER. ANY TRANSFEREE OF THE SECURITIES

REPRESENTED BY THIS INSTRUMENT BY ITS

ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A

"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN

RULE 144A UNDER THE SECURITIES ACT), (2) AGREES

THAT IT WILL NOT OFFER, SELL OR OTHERWISE

TRANSFER THE SECURITIES REPRESENTED BY THIS

INSTRUMENT EXCEPT (A) PURSUANT TO A

REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE

UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE

SECURITIES REPRESENTED BY THIS INSTRUMENT ARE

ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A

PERSON IT REASONABLY BELIEVES IS A "QUALIFIED

INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A

UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS

OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED

INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN

THAT THE TRANSFER IS BEING MADE IN RELIANCE ON

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RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO

ANY OTHER AVAILABLE EXEMPTION FROM THE

REGISTRATION REQUIREMENTS OF THE SECURITIES

ACT AND (3) AGREES THAT IT WILL GIVE TO EACH

PERSON TO WHOM THE SECURITIES REPRESENTED BY

THIS INSTRUMENT ARE TRANSFERRED A NOTICE

SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

THIS INSTRUMENT IS ISSUED SUBJECT TO THE

RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS

OF AN EXCHANGE AGREEMENT BETWEEN THE ISSUER

OF THESE SECURITIES AND THE INVESTOR REFERRED

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

ISSUER. THE SECURITIES REPRESENTED BY THIS

INSTRUMENT MAY NOT BE SOLD OR OTHERWISE

TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID

AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN

COMPLIANCE WITH SAID AGREEMENT WILL BE VOID."

(b) In the event that any CDCI Preferred Shares (i) become registered under

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

144 or another exemption from registration under the Securities Act (other than Rule 144A), the

Company shall issue new certificates or other instruments representing such CDCI Preferred

Shares, which shall not contain the applicable legends in Section 5.2(a) above; provided that the

Investor surrenders to the Company the previously issued certificates or other instruments.

Section 5.3 Transfer of CDC! Preferred Shares. Subject to compliance with

applicable securities laws, the Investor shall be permitted to transfer, sell, assign or otherwise

dispose of ("Transfer") all or a portion of the CDCI Preferred Shares at any time, and the

Company shall take all steps as may be reasonably requested by the Investor to facilitate the

Transfer of the CDCI Preferred Shares, including without limitation, as set forth in Section 5.4,

provided that the Investor shall not Transfer any CDCI Preferred Shares if such transfer would

require the Company to be subject to the periodic reporting requirements of Section 13 or 15(d)

ofthe Securities Exchange Act of 1934 (the "Exchange Act") and the Company was not already

subject to such requirements. In furtherance of the foregoing, the Company shall provide

reasonable cooperation to facilitate any Transfers ofthe CDCI Preferred Shares, including, as is

reasonable under the circumstances, by furnishing such information concerning the Company

and its business as a proposed transferee may reasonably request and making management ofthe

Company reasonably available to respond to questions of a proposed transferee in accordance

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

confidentiality agreement.

Section 5.4 Rule 144; Rule 144A; 4(1%) Transactions. (a) At all times after

the Signing Date, the Company covenants that (1) it will, upon the request of the Investor or

any subsequent holders of the CDCI Preferred Shares ("Holders"), use its reasonable best

efforts to (x), to the extent any Holder is relying on Rule 144 under the Securities Act to sell any

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of the CDCI Preferred Shares, make "current public information" available, as provided in

Section (c)(1) of Rule 144 (if the Company is a "Reporting Issuer" within the meaning of

Rule 144) or in Section (c)(2) of Rule 144 (if the Company is a "Non-Reporting Issuer"

within the meaning of Rule 144), in either case for such time period as necessary to permit

sales pursuant to Rule 144, (y), to the extent any Holder is relying on the so-called

"Section 4(1 ~)" exemption to sell any of its CDCI Preferred Shares, prepare and provide to such

Holder such information, including the preparation of private offering memoranda or circulars or

financial information, as the Holder may reasonably request to enable the sale of the CDCI

Preferred Shares pursuant to such exemption, or (z) to the extent any Holder is relying on Rule

144A under the Securities Act to sell any of its CDCI Preferred Shares, prepare and provide to

such Holder the information required pursuant to Rule 144A(d)(4), and (2) it will take such

further action as any Holder may reasonably request from time to time to enable such Holder to

sell CDCI Preferred Shares without registration under the Securities Act within the limitations of

the exemptions provided by (i) the provisions ofthe Securities Act or any interpretations thereof

or related thereto by the SEC, including transactions based on the so-called "Section 4(1 ~)" and

other similar transactions, (ii) Rule 144 or 144A under the Securities Act, as such rules may be

amended from time to time, or (iii) any similar rule or regulation hereafter adopted by the SEC;

provided that the Company shall not be required to take any action described in this

Section 5.4(a) that would cause the Company to become subject to the reporting requirements of

Section 13 or 15(d) of the Exchange Act if the Company was not subject to such requirements

prior to taking such action. Upon the request of any Holder, the Company will deliver to such

Holder a written statement as to whether it has complied with such requirements and, if not, the

specifics thereof.

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

employees, agents, representatives and Affiliates, and each person, if any, that controls Investor

within the meaning of the Securities Act (each, an "Indemnitee"), against any and all losses,

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

disbursements of attorneys and other professionals incurred in connection with investigating,

defending, settling, compromising or paying any such losses, claims, damages, actions,

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

or alleged untrue statement of material fact contained in any document or report provided by the

Company pursuant to this Section 5.4 or any omission to state therein a material fact required to

be stated therein or necessary to make the statements therein, in light ofthe circumstances under

which they were made, not misleading.

(c) If the indemnification provided for in Section 5.4(b) is unavailable to an

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

referred to therein or is insufficient to hold the Indemnitee harmless as contemplated therein,

then the Company, in lieu of indemnifying such Indemnitee, shall contribute to the amount paid

or payable by such Indemnitee as a result of such losses, claims, damages, actions, liabilities,

costs or expenses in such proportion as is appropriate to reflect the relative fault of the

Indemnitee, on the one hand, and the Company, on the other hand, in connection with the

statements or omissions which resulted in such losses, claims, damages, actions, liabilities, costs

or expenses as well as any other relevant equitable considerations. The relative fault of the

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Company, on the one hand, and of the Indemnitee, on the other hand, shall be determined by

reference to, among other factors, whether the untrue statement of a material fact or omission to

state a material fact relates to information supplied by the Company or by the Indemnitee and the

parties' relative intent, knowledge, access to information and opportunity to correct or prevent

such statement or omission; the Company and Investor agree that it would not be just and

equitable if contribution pursuant to this Section 5o4(c) were determined by pro rata allocation or

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

referred to in Section 504(b). No Indemnitee guilty of fraudulent misrepresentation (within the

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

Company ifthe Company was not guilty ofsuch fraudulent misrepresentation.

Section 5.5 Depositary Shares. Upon request by the Investor at any time

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

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

reasonably acceptable to the Investor, pursuant to which the CDCI Preferred Shares may be

deposited and depositary shares, each representing a fraction of a CDCI Preferred Share, as

specified by the Investor, may be issued. From and after the execution of any such depositary

arrangement, and the deposit of any CDCI Preferred Shares, as applicable, pursuant thereto, the

depositary shares issued pursuant thereto shall be deemed "CDCI Preferred Shares" and, as

applicable, "Registrable Securities" for purposes ofthis Agreement.

Section 5.6 Expenses and Further Assurances. (a) Unless otherwise

provided in this Agreement, each of the parties hereto will bear and pay all costs and expenses

incurred by it or on its behalf in connection with the transactions contemplated under this

Agreement, including fees and expenses of its own financial or other consultants, investment

bankers, accountants and counsel.

(b) The Company shall, at the Company's sole cost and expense, (i) furnish to

the Investor all instruments, documents and other agreements required to be furnished by the

Company pursuant to the terms ofthis Agreement, including, without limitation, any documents

required to be delivered pursuant to Section 5A above, or which are reasonably requested by the

Investor in connection therewith; (ii) execute and deliver to the Investor such documents,

instruments, certificates, assignments and other writings, and do such other acts necessary or

desirable, to evidence, preserve and/or protect the CDCI Preferred Shares purchased by the

Investor, as Investor may reasonably require; and (iii) do and execute all and such further lawful

and reasonable acts, conveyances and assurances for the better and more effective carrying out of

the intents and purposes ofthis Agreement, as the Investor shall reasonably require from time to

time.

Section 5.7 Repurchase of Investor Securities. From and after the date of

this Agreement, the agreements set forth in Section 4.9 of the CPP Securities Purchase

Agreement shall be applicable following the redemption in whole of the CDCI Preferred Shares

held by the Investor or the Transfer by the Investor of all ofthe CDCI Preferred Shares held by

the Investor to one or more third parties not affiliated with the Investor.

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ARTICLE VI

MISCELLANEOUS

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

occur of:

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

(i) by either the Investor or the Company if the Closing shall not have

occurred by the 30th calendar day following the Signing Date; provided, however, that in

the event the Closing has not occurred by such 30th calendar day, the parties will consult

in good faith to determine whether to extend the term of this Agreement, it being

understood that the parties shall be required to consult only until the fifth calendar day

after such 30th calendar day and not be under any obligation to extend the term of this

Agreement thereafter; provided, further, that the right to terminate this Agreement under

this Section 6.1 (a)(i) shall not be available to any party whose breach of any

representation or warranty or failure to perform any obligation under this Agreement

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

date; or

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

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

enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and

such order, decree, ruling or other action shall have become final and nonappealable; or

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

(b) the date on which all ofthe CDCI Preferred Shares have been redeemed in

whole; or

(c) the date on which the Investor has transferred all of the CDCI Preferred

Shares to third parties which are not Affiliates ofthe Investor; or

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

date.

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

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

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

Agreement.

Section 6.2 Survival. (a) This Agreement and all representations, warranties,

covenants and agreements made herein shall survive the Closing without limitation.

(b) The covenants set forth in Article IV and Annex E and the agreements set

forth in Article V shall, to the extent such covenants do not explicitly terminate at such time as

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the Investor no longer owns any CDCI Preferred Shares, survive the termination of this

Agreement pursuant to Section 6.1 (c) hereof without limitation until the date on which all ofthe

CDCI Preferred Shares have been redeemed in whole.

Section 6.3 Amendment. No amendment of any provision of this Agreement

will be effective unless made in writing and signed by an officer or a duly authorized

representative of each of the Company and the Investor; provided that for so long as the CDCI

Preferred Shares are outstanding, the Investor may at any time and from time to time unilaterally

amend Section 4.1 (d) to the extent the Investor deems necessary, in its sole discretion, to comply

with, or conform to, any changes after the Signing Date in any federal statutes, any rules and

regulations promulgated thereunder and any other publications or interpretative releases of the

Fund governing CDFIs, including, without limitation, any changes in the criteria for certification

as a CDFI by the Fund. No failure or delay by any party in exercising any right, power or

privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise

thereof preclude any other or further exercise of any other right, power or privilege. The rights

and remedies herein provided shall be cumulative of any rights or remedies provided by law.

Section 6.4 Waiver of Conditions. The conditions to each party's obligation

to consummate the Exchange are for the sole benefit of such party and may be waived by such

party in whole or in part to the extent permitted by applicable law. No waiver will be effective

unless it is in a writing signed by a duly authorized officer of the waiving party that makes

express reference to the provision or provisions subject to such waiver.

Section 6.5 Governing Law; Submission to Jurisdiction, etc. This

Agreement and any claim, controversy or dispute arising under or related to this Agreement, the

relationship of the parties, and/or the interpretation and enforcement of the rights and duties of

the parties shall be enforced, governed, and construed in all respects (whether in contract or in

tort) in accordance with the federal law of the United States if and to the extent such law is

applicable, and otherwise in accordance with the laws of the State of New York applicable to

contracts made and to be performed entirely within such State. Each ofthe parties hereto agrees

(a) to submit to the exclusive jurisdiction and venue of the United States District Court for the

District of Columbia and the United States Court of Federal Claims for any and all civil actions,

suits or proceedings arising out of or relating to this Agreement or the Exchange contemplated

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

set forth for notices to the Company in Section 6.6 and (ii) the Investor at the address and in the

manner set forth for notices to the Company in Section 6.6, but otherwise in accordance with

federal law. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE

PARTIES HERETO HEREBY UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY

CIVIL LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE

EXCHANGE CONTEMPLATED HEREBY.

Section 6.6 Notices. Any notice, request, instruction or other document to be

given hereunder by any party to the other will be in writing and will be deemed to have been

duly given (a) on the date of delivery if delivered personally, or by facsimile, upon confirmation

of receipt, or (b) on the second business day following the date of dispatch if delivered by a

recognized next day courier service. All notices hereunder shall be delivered as set forth below

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or pursuant to such other instructions as may be designated in writing by the party to receive

such notice.

Ifto the Company as set forth in Schedule A.

Ifto the Investor:

United States Department ofthe Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

Attention: Chief Counsel, Office of Financial Stability

Facsimile: (202) 927-9225

E-mail: CDCINotice@do.treas.gov

with a copy to:

E-mail: OFSChiefCounseINotices@do.treas.gov

Section 6.7 Definitions, Interpretation.

(a) Definitions.

(i) When a reference is made in this Agreement to a subsidiary of a person,

the term "subsidiary" means any corporation, partnership, joint venture, limited liability

company or other entity (x) of which such person or a subsidiary of such person is a

general partner or (y) of which a majority of the voting securities or other voting

interests, or a majority of the securities or other interests of which having by their terms

ordinary voting power to elect a majority ofthe board of directors or persons performing

similar functions with respect to such entity, is directly or indirectly owned by such

person and/or one or more subsidiaries thereof.

(ii) The term "Affiliate" means, with respect to any person, any person

directly or indirectly controlling, controlled by or under common control with, such other

person. For purposes of this definition, "control" (including, with correlative meanings,

the terms "controlled by" and "under common control with") when used with respect to

any person, means the possession, directly or indirectly, of the power to cause the

direction of management and/or policies of such person, whether through the ownership

ofvoting securities by contract or otherwise.

(iii) The term "Appropriate Federal Banking Agency" means the "appropriate

Federal banking agency" with respect to the Company or such Company Subsidiaries, as

applicable, as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C.

Section 1813(q)).

(iv) The term "Bank Holding Company" means a company registered as such

with the Board of Governors of the Federal Reserve System (the "Federal Reserve")

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pursuant to 12 U.S.C. §1842 and the regulations of the Federal Reserve promulgated

thereunder.

(v) The term "Business Combination" means a merger, consolidation,

statutory share exchange or similar transaction that requires the approval of the

Company's stockholders.

(vi) The term "Certified Entity" means the Company or, ifthe Company itself

has not been certified by the Fund as a CDFI, each Affiliate of the Company that has

been certified by the CDFI and is specified on Schedule A ofthe Letter Agreement.

(vii) The term "Company Financial Statements" means the consolidated

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

three completed fiscal years ofthe Company (which shall be audited to the extent audited

financial statements are available) and each completed quarterly period since the last

completed fiscal year, required to be delivered to Investor pursuant to the CPP Securities

Purchase Agreement.

(viii) The term "Company Material Adverse Effect" means a material adverse

effect on (i) the business, results of operation or financial condition ofthe Company and

its consolidated subsidiaries and each Certified Entity taken as a whole; provided,

however, that Company Material Adverse Effect shall not be deemed to include the

effects of (A) changes after the Signing Date in general business, economic or market

conditions (including changes generally in prevailing interest rates, credit availability and

liquidity, currency exchange rates and price levels or trading volumes in the United States

or foreign securities or credit markets), or any outbreak or escalation of hostilities,

declared or undeclared acts of war or terrorism, in each case generally affecting the

industries in which the Company and its subsidiaries operate, (B) changes or proposed

changes after the Signing Date in GAAP, or authoritative interpretations thereof, or (C)

changes or proposed changes after the Signing Date in securities, banking and other laws

of general applicability or related policies or interpretations of Governmental Entities (in

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

the extent that such changes or occurrences have or would reasonably be expected to

have a materially disproportionate adverse effect on the Company and its consolidated

subsidiaries taken as a whole relative to comparable U.S. banking or financial services

organizations); or (ii) the ability of the Company to consummate the Exchange and the

other transactions contemplated by this Agreement and perform its obligations hereunder

or thereunder on a timely basis.

(ix) The term "Designated Matters" means (i) the election and removal of

directors, (ii) the approval of any Business Combination, (iii) the approval of a sale of all

or substantially all of the assets or property of the Company, (iv) the approval of a

dissolution of the Company, (v) the approval of any issuance of any securities of the

Company on which holders of Common Stock are entitled to vote, (vi) the approval of

any amendment to the Charter or bylaws of the Company on which holders of Common

Stock are entitled to vote, (vii) any matters which require stockholder approval under any

-29-
UST Sequence 413

applicable national stock exchange rules and (viii) the approval of any other matters

reasonably incidental to the matters set forth in subclauses (i) through (vii) as determined

by the Investor.

(x) The term "Disclosure Schedule" means collectively, those certain

schedules delivered to the Investor on or prior to (i) the CPP Signing Date, with respect

to the "Disclosure Schedule" delivered in connection with the CPP Securities Purchase

Agreement and (ii) the Signing Date with respect to the schedules required to be

delivered under this Agreement, setting forth, among other things, items the disclosure of

which is necessary or appropriate either in response to an express disclosure requirement

contained in a provision hereof or as an exception to one or more representations or

warranties contained in Section 2.2 ofthe CPP Securities Purchase Agreement or Article

III hereof.

(xi) The term "EAWA" means the Employ American Workers Act

(Section 1611 of Division A, Title XVI ofthe American Recovery and Reinvestment Act

of 2009), Public Law No. 111-5, effective as of February 17, 2009, as may be amended

and in effect from time to time.

(xii) The term "Junior Stock" means the Common Stock and any other class or

series of stock of the Company the terms of which expressly provide that it ranks junior

to the CDCI Preferred Shares as to dividend rights and/or as to rights on liquidation,

dissolution or winding up ofthe Company.

(xiii) The term "Parity Stock" means any class or series of stock of the

Company the terms of which do not expressly provide that such class or series will rank

senior or junior to the CDCI Preferred Shares as to dividend rights and/or as to rights on

liquidation, dissolution or winding up ofthe Company (in each case without regard to

whether dividends accrue cumulatively or non-cumulatively).

(xiv) The term "Previously Disclosed" means information set forth on the

Disclosure Schedule or the Disclosure Update, as applicable; provided, however, that

disclosure in any section of such Disclosure Schedule or Disclosure Update, as

applicable, shall apply only to the indicated section of this Agreement except to the

extent that it is reasonably apparent from the face of such disclosure that such disclosure

is relevant to another section of this Agreement; provided, further, that the existence of

Previously Disclosed information, pursuant to a Disclosure Update, shall neither obligate

the Investor to consummate the Exchange nor limit or affect any rights of or remedies

available to the Investor.

(xv) The term "Savings and Loan Holding Company" means a company

registered as such with the Office of Thrift Supervision pursuant to 12 U.S.C. §1467(a)

and the regulations ofthe Office ofThrift Supervision promulgated thereunder.

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UST Sequence 413

(xvi) The term "Senior Executive Officers" means the Company's "senior

executive officers" as defined in Section 111 of the EESA and the Compensation

Regulations.

(xvii) The term "Share Dilution Amount" means the increase in the number of

diluted shares outstanding (determined in accordance with GAAP, and as measured from

the date of the Company's most recent consolidated financial statements prior to the

Closing Date) resulting from the grant, vesting or exercise of equity-based compensation

to employees and equitably adjusted for any stock split, stock dividend, reverse stock

split, reclassification or similar transaction.

(xviii) The term "Tax" or "Taxes" means any federal, state, local or foreign

income, gross receipts, property, sales, use, license, excise, franchise, employment,

payroll, withholding, alternative or add on minimum, ad valorem, transfer or excise tax,

or any other tax, custom, duty, governmental fee or other like assessment or charge of

any kind whatsoever, together with any interest, penalty or addition imposed by any

Governmental Entity.

(xix) To the extent any securities issued pursuant to this Agreement or the

transactions contemplated hereby are registered in the name of a designee ofthe Investor

pursuant to Section 1.2 or Section 6.9(c) or transferred to an Affiliate ofthe Investor, all

references herein to the Investor holding or owning any debt or equity securities of the

Company, CDCI Preferred Shares shall be deemed to refer to the Investor, together with

such designees and/or Affiliates, holding or owning any debt or equity securities, CDCI

Preferred Shares (and any like variations thereof), as applicable.

Section 6.8 Interpretation. When a reference is made in this Agreement to

"Recitals", "Articles", "Sections", "Annexes" or "Schedules" such reference shall be to a

Recital, Article or Section of, or Annex or Schedule to, this Agreement, unless otherwise

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

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

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

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

purposes only and are not part ofthis Agreement. Whenever the words "include", "includes" or

"including" are used in this Agreement, they shall be deemed followed by the words "without

limitation." No rule of construction against the draftsperson shall be applied in connection with

the interpretation or enforcement of this Agreement, as·· this Agreement is entered into between

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

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

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

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

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

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

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

York or the District of Columbia generally are authorized or required by law or other

governmental actions to close.

-31-
UST Sequence 413

Section 6.9 Assignment. Neither this Agreement nor any right, remedy,

obligation nor liability arising hereunder or by reason hereof shall be assignable by any party

hereto without the prior written consent of the other party, and any attempt to assign any right,

remedy, obligation or liability hereunder without such consent shall be void, except (a) an

assignment, in the case of a merger, consolidation, statutory share exchange or similar

transaction that requires the approval ofthe Company's stockholders where such party is not the

surviving entity, or a sale of substantially all of its assets, to the entity which is the survivor of

such Business Combination or the purchaser in such sale, (b) an assignment of certain rights as

provided in Sections 4.1(c) or 4.10) or Annex E or (c) an assignment by the Investor of this

Agreement to an Affiliate ofthe Investor; provided that ifthe Investor assigns this Agreement to

an Affiliate, the Investor shall be relieved of its obligations under this Agreement but (i) all

rights, remedies and obligations of the Investor hereunder shall continue and be enforceable by

such Affiliate, (ii) the Company's obligations and liabilities hereunder shall continue to be

outstanding and (iii) all references to the Investor herein shall be deemed to be references to such

Affiliate.

Section 6.10 Severability. If any prOVIsIon of this Agreement, or the

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

jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the

application ofsuch provision to persons or circumstances other than those as to which it has been

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

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

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

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

equitable substitute provision to effect the original intent ofthe parties.

Section 6.11 No Third-Partv Beneficiaries. Other than as expressly provided

herein, nothing contained in this Agreement, expressed or implied, is intended to confer upon

any person or entity other than the Company and the Investor (and any Indemnitee) any benefit,

right or remedies.

Section 6.12 Entire Agreement, etc. (a) This Agreement (including the

Annexes and Schedules hereto) constitutes the entire agreement, and supersedes all other prior

agreements, understandings, representations and warranties, both written and oral, between the

parties, with respect to the subject matter hereof.

(b) For the avoidance of doubt, for so long as the Investor holds any

outstanding CPP Preferred Stock or warrants issued by the Company to the Investor pursuant to

the CPP Securities Purchase Agreement or any securities issuable upon the exercise thereof or

exchanged therefor (collectively, the "CPP Securities"), the CPP Securities Purchase Agreement

and the CPP Securities shall remain in full force and effect, other than as specifically modified

herein.

Section 6.13 Specific Performance. The parties agree that irreparable damage

would occur in the event that any of the provisions of this Agreement were not performed in

accordance with their specific terms. It is accordingly agreed that the parties shall be entitled

-32-
UST Sequence 413

(without the necessity of posting a bond) to specific performance of the terms hereof, this being

in addition to any other remedies to which they are entitled at law or equity.

[Remainder ofPage Intentionally Left Blank]

-33-
ANNEXA

FORM OF OFFICER'S CERTIFICATE

OFFICER'S CERTIFICATE

OF

[COMPANY]

In connection with that certain letter agreement, dated [ ], 2010 (the

"Agreement") by and between [COMPANY] (the "Company") and the United States Department

ofthe Treasury which incorporates that certain Exchange Agreement - Standard Terms referred

to therein (the "Standard Terms"), the undersigned does hereby certify as follows:

1. I am a duly elected/appointed [1.- --1] ofthe Company.

2. The representations and warranties of the Company set forth in Article III

of the Standard Terms are true and correct in all respects as though as of the date hereof (other

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

representations and warranties shall be true and correct in all respects as of such other date)

and the Company has performed in all material respects all obligations required to be performed

by it under the Agreement.

3. The New Certificate of Designations, a true, complete and correct copy of

which is attached as Exhibit A hereto, has been filed with, and accepted by, the Secretary of

State ofthe State of [ ].

4. The Company has effected such changes to its Benefit Plans with respect

to its Senior Executive Officers and any other employee ofthe Company or its Affiliates subject

to Section 111 of EESA, as implemented by any Compensation Regulations (and to the extent

necessary for such changes to be legally enforceable, each of its Senior Executive Officers and

other employees has duly consented in writing to such changes), as may be necessary, during the

Relevant Period, in order to comply with Section 111 of EESA or the Compensation

Regulations.

5. The Charter and bylaws ofthe Company delivered to the Investor pursuant

to the CPP Securities Purchase Agreement are true, complete and correct as ofthe date hereof.

The foregoing certifications are made and delivered as of L-[ --I] pursuant

to Section 1.2 ofthe Standard Terms.

Capitalized terms used and not otherwise defined herein shall have the meanings

assigned to them in the Standard Terms.

[SIGNATURE PAGE FOLLOWS]

Annex A-I
IN WITNESS WHEREOF, this Officer's Certificate has been duly executed and

delivered as ofthe LJ day of [ 1, 20LJ.

[COMPANY]

By: _

Name:

Title:

F:\clients\1395 - Carver\TARP\Exchange Agreement - Completed (7 28 10) J Wong Comments 201008 18.DOC

Annex A-2
EXHIBIT A

Annex A-3
ANNEXB

FORM OF NEW CERTIFICATE OF DESIGNATIONS

[SEE ATTACHED]

Annex B-1
UST Seq. 413 

(CDFI Bank/Thrifts 

Senior Preferred Stock) 

 

CERTIFICATE OF DESIGNATIONS 

OF 

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES ___ 

OF 

CARVER BANCORP, INC. 

Carver Bancorp, Inc., a corporation organized and existing under the laws of the 

Delaware (the “Issuer”), in accordance with the provisions of Section 151 of the General 

Corporation Law of the State of Delaware thereof, does hereby certify: 

The board of directors of the Issuer (the “Board of Directors”) or an applicable 

committee of the Board of Directors, in accordance with the Certificate of Incorporation and the 

Second Amended and Restated bylaws of the Issuer and applicable law, adopted the following 

resolution on _____________, 2010 creating a series of ________ shares of Preferred Stock of 

the Issuer designated as “Fixed Rate Cumulative Perpetual Preferred Stock, Series ____.” 

RESOLVED, that pursuant to the provisions of the certificate of incorporation 

and the bylaws of the Issuer and applicable law, a series of Preferred Stock, par value $0.01 per 

share, of the Issuer be and hereby is created, and that the designation and number of shares of 

such 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 of such 

series, are as follows: 

Part 1. Designation and Number of Shares. There is hereby created out of the 

authorized and unissued shares of preferred stock of the Issuer a series of preferred stock 

designated as the “Fixed Rate Cumulative Perpetual Preferred Stock, Series ____” (the 

“Designated Preferred Stock”). The authorized number of shares of Designated Preferred Stock 

shall be __________. 

Part 2. Standard Provisions. The Standard Provisions contained in Schedule A

attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a 

part of this Certificate of Designations to the same extent as if such provisions had been set forth 

in full herein. 

Part 3. Definitions. The following terms are used in this Certificate of 

Designations (including the Standard Provisions in Schedule A hereto) as defined below: 

(a) “Common Stock” means the common stock, par value $0.01 per share, of 

the Issuer. 

(b) “Dividend Payment Date” means February 15, May 15, August 15 and 

November 15 of each year. 

(c) “Junior Stock” means the Common Stock, and any other class or series of 

stock of the Issuer the terms of which expressly provide that it ranks junior to Designated 
UST Seq. 413 

 -2- 

Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up 

of the Issuer. 

(d) “Liquidation Amount” means $1,000 per share of Designated Preferred 

Stock. 

(e) “Minimum Amount” means $_____________. 

(f) “Parity Stock” means any class or series of stock of the Issuer (other than 

Designated Preferred Stock) the terms of which do not expressly provide that such class or series 

will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights 

on liquidation, dissolution or winding up of the Issuer (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 of shares 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 of Page Intentionally Left Blank] 
UST Seq. 413 

 

IN WITNESS WHEREOF, CARVER BANCORP, INC. has caused this 

Certificate of Designations to be signed by Mark A. Ricca, its Executive Vice President, Chief 

Risk Officer and General Counsel, this _____ day of ________, 2010. 

CARVER BANCORP, INC. 

By: ____________________________________ 

Name: Mark A. Ricca 

Title: Executive Vice President, Chief Risk 

Officer and General Counsel 
UST Seq. 413 

 A-1 

Schedule A 

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 part 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 of the Issuer. 

Section 2. Standard Definitions. As used herein with respect to Designated 

Preferred Stock: 

(a) “Affiliate” means, with respect to any person, any person directly or 

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

purposes of this definition, “control” (including, with correlative meanings, the terms “controlled 

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

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

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

otherwise. 

(b) “Applicable Dividend Rate” means (i) until the first day of the first 

Dividend Period commencing on or after the eighth anniversary of the Original Issue Date, 2% 

per annum, provided, however, that if a CDFI Event shall have occurred and it or any other CDFI 

Event is continuing at all times, from and after the 180th day after the date on which the first 

CDFI Event occurred until the date on which no CDFI Events are continuing, the Applicable 

Dividend Rate shall be 5% per annum, and (ii) for any other Dividend Period, 9% per annum. 

(c) “Appropriate Federal Banking Agency” means the “appropriate Federal 

banking agency” with respect to the Issuer as defined in Section 3(q) of the Federal Deposit 

Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision. 

(d) “Business Combination” means a merger, consolidation, statutory share 

exchange or similar transaction that requires the approval of the Issuer’s stockholders. 

(e) “Business Day” means any day except Saturday, Sunday and any day on 

which banking institutions in the State of New York or the District of Columbia generally are 

authorized or required by law or other governmental actions to close. 

(f) “Bylaws” means the bylaws of the Issuer, as they may be amended from 

time to time. 

(g) “CDFI Events” means the failure by each Certified Entity at any time 

while the Designated Preferred Stock is outstanding to (i) be certified by the Community 

Development Financial Institution Fund of the United States Department of Treasury as a 
UST Seq. 413 

 A-2 

regulated community development financial institution; (ii) together with all of its Affiliates 

collectively meet the eligibility requirements of 12 C.F.R. 1805.200(b), (iii) have a primary 

mission of promoting community development, as may be determined by the United States 

Department of the Treasury from time to time, based on criteria set forth in 12 C.F.R. 

1805.201(b)(1); (iv) provide Financial Products, Development Services, and/or other similar 

financing as a predominant business activity in arm’s-length transactions; (v) serve a Target 

Market by serving one or more Investment Areas and/or Targeted Populations as may be 

determined by the United States Department of the Treasury from time to time, substantially in 

the manner set forth in 12 C.F.R. 1805.201(b)(3); (vi) provide Development Services in 

conjunction with its Financial Products, directly, through an Affiliate or through a contract with a 

third-party provider; (vii) maintain accountability to residents of the applicable Investment 

Area(s) or Targeted Population(s) through representation on its governing board of directors or 

otherwise; and (viii) remain a non-governmental entity which is not an agency or instrumentality 

of the United States of America, or any State or political subdivision thereof, as described in 12 

C.F.R. 1805. 201(b)(6) and within the meaning of any supplemental regulations or 

interpretations of 12 C.F.R. 1805.201(b)(6) or such supplemental regulations published by the 

Fund. For the avoidance of doubt, a CDFI Event shall not have occurred so long as at least one 

Certified Entity satisfies the requirements set forth in clauses (i) through (viii) of the preceding 

sentence, even if other Certified Entities fail to satisfy such requirements. Notwithstanding any 

other provision hereof, as used in this definition, the terms “Affiliates”; “Financial Products”; 

“Development Services”; “Target Market”; “Investment Areas”; and “Targeted Populations” 

have the meanings ascribed to such terms in 12 C.F.R. 1805.104. A CDFI Event may be waived 

in writing by the holders of a majority of the Designated Preferred Stock then outstanding. 

(h) “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. 

(i) “Certified Entity” means the Issuer or, if the Issuer itself has not been 

certified by the Community Development Financial Institution Fund as a regulated community 

development financial institution (“CDFI”), each Affiliate of the Issuer that has been certified by 

the CDFI and is specified on Schedule A of the that certain letter agreement by and between 

Issuer and the United States Department of the Treasury. 

(j) “Charter” means the Issuer’s certificate or articles of incorporation, 

articles of association, or similar organizational document. 

(k) “Dividend Period” has the meaning set forth in Section 3(a). 

(l) “Dividend Record Date” has the meaning set forth in Section 3(a). 

(m) GAAP” means the generally accepted accounting principles in the United 

States. 

(n) “Issuer Subsidiary” means any subsidiary of the Issuer. 

(o) “Liquidation Preference” has the meaning set forth in Section 4(a). 
UST Seq. 413 

 A-3 

(p) “Original Issue Date” means the date on which shares of Designated 

Preferred Stock are first issued. 

(q) “Preferred Director” has the meaning set forth in Section 7(b). 

(r) “Preferred Stock” means any and all series of preferred stock of the Issuer, 

including the Designated Preferred Stock. 

(s) [Reserved]

(t) “Share Dilution Amount” means the increase in the number of diluted 

shares outstanding (determined in accordance with GAAP, and as measured from the date of the 

Issuer’s most recent consolidated financial statements prior to the Signing 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. 

(u) “Standard Provisions” mean these Standard Provisions that form a part of 

the Certificate of Designations relating to the Designated Preferred Stock. 

(v) “Voting Parity Stock” means, with regard to any matter as to which the 

holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) 

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 are exercisable with 

respect to such matter. 

Section 3. Dividends. 

(a) Rate. 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 accrue and be cumulative from the Original Issue Date, shall compound on each 

subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and 

until the first Dividend Payment Date for such other dividends has passed without such other 

dividends having been paid on such date) and shall be payable quarterly in arrears on each 

Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at 

least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment 

Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that 

date will be postponed to the next day that is a Business Day and no additional dividends will 

accrue as a result of that postponement. The period from and including any Dividend Payment 

Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that 

the initial Dividend Period shall be the period from and including the Original Issue Date to, but 

excluding, the next Dividend Payment Date. 
UST Seq. 413 

 A-4 

Dividends that are payable on Designated Preferred Stock in respect of any 

Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day 

months. The amount of dividends payable on Designated Preferred Stock on any date prior to 

the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis 

of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day 

month. 

Dividends that are payable on Designated Preferred Stock on any Dividend 

Payment Date will be payable to holders of record of Designated Preferred Stock as they appear 

on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar 

day immediately preceding such Dividend Payment Date or such other record date fixed by the 

Board of Directors or any duly authorized committee of the Board of Directors that is not more 

than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record 

Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether 

or not such day is a Business Day. 

Holders of Designated Preferred Stock shall not be entitled to any dividends, 

whether payable in cash, securities or other property, other than dividends (if any) declared and 

payable on Designated Preferred Stock as specified in this Section 3 (subject to the other 

provisions of the Certificate of Designations). 

(b) Priority of Dividends. So long as any share of Designated Preferred Stock 

remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock 

or any other shares of Junior Stock (other than dividends payable solely in shares of Common 

Stock) or Parity Stock, subject to Section 3(c) below and 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 Issuer or any of 

its subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including 

the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, 

dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or 

are contemporaneously declared and paid in full (or have been declared and a sum sufficient for 

the payment thereof has been set aside for the benefit of the holders of shares of Designated 

Preferred Stock on the applicable record date). 

When dividends are not paid (or declared and a sum sufficient for payment 

thereof set aside for the benefit of the holders thereof on the applicable record date) on any 

Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different 

from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period 

related to such Dividend Payment Date) in full upon Designated Preferred Stock and any shares 

of Parity Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock 

and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend 

payment dates different from the Dividend Payment Dates, on a dividend payment date falling 

within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so 

that the respective amounts of such dividends declared shall bear the same ratio to each other as 

all accrued and unpaid dividends per share on the shares of Designated Preferred Stock 

(including, if applicable as provided in Section 3(a) above, dividends on such amount) and all 

Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having 
UST Seq. 413 

 A-5 

dividend payment dates different from the Dividend Payment Dates, on a dividend payment date 

falling within the Dividend Period related to such Dividend Payment Date) (subject to their 

having been declared by the Board of Directors or a duly authorized committee of the 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 committee of the Board of Directors determines not to pay any 

dividend or a full dividend on a Dividend Payment Date, the Issuer will provide written notice to 

the holders of Designated Preferred Stock prior to such Dividend Payment Date. 

Subject to the foregoing and Section 3(c) below, 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. 

(c) Restriction on Dividends. So long as any share of Designated Preferred Stock 

remains outstanding, neither the Issuer nor any Issuer Subsidiary shall, declare or pay any 

dividend or make any distribution on Common Stock, Junior Stock, Parity Stock or other capital 

stock or other equity securities of any kind of the Issuer or any Issuer Subsidiary (other than (i) 

regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend 

per share declared or, if lower, announced to its holders of Common Stock 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, (ii) dividends payable solely 

in shares of Common Stock, (iii) regular dividends on shares of preferred stock in accordance 

with the terms thereof and which are permitted under the terms of this Section 3, (iv) dividends 

or distributions by any wholly-owned Issuer Subsidiary, (v) dividends or distributions by any 

Issuer Subsidiary required pursuant to binding contractual agreements entered into prior to 

January 16, 2009, or (vi) in the case of pari passu Preferred Stock, dividends payable on a pro 

rata basis with Designated Preferred Stock), unless all accrued and unpaid dividends for all past 

Dividend Periods, including the latest completed Dividend Period (including, if applicable as 

provided in Section 3(a) above, dividends on such amount), on all outstanding shares of 

Designated Preferred Stock have been or are contemporaneously declared and paid in full (or 

have been declared and a sum sufficient for the payment thereof has been set aside for the benefit 

of the holders of shares of Designated Preferred Stock on the applicable record date). 

So long as any share of Designated Preferred Stock remains outstanding, neither 

the Issuer nor any Issuer Subsidiary shall, (x) pay any per share dividend or distribution on 

Common Stock, Junior Stock, Parity Stock or other capital stock or other equity securities of any 

kind of the Issuer at a rate that is in excess of 100% of the aggregate per share dividends and 

distributions for the immediately prior fiscal year (other than regular dividends on shares of 

preferred stock in accordance with the terms thereof and which are permitted under the terms of 

this Section 3); provided that no increase in the aggregate amount of dividends or distributions 

on Common Stock shall be permitted for any twelve (12) month period, including, without 

limitation, as a result of any dividends or distributions paid in shares of Common Stock, any 

stock split or any similar transaction or (y) pay aggregate dividends or distributions on capital 

stock or other equity securities of any kind of any Issuer Subsidiary that is in excess of 100% of 
UST Seq. 413 

 A-6 

the aggregate dividends and distributions paid for the immediately prior fiscal year (other than in 

the case of this clause (y), (1) regular dividends on shares of preferred stock in accordance with 

the terms thereof and which are permitted under the terms of this Section 3, (2) dividends or 

distributions by any wholly-owned Issuer Subsidiary, (3) dividends or distributions by any Issuer 

Subsidiary required pursuant to binding contractual agreements entered into prior to January 16, 

2009 or (4) dividends or distributions on newly issued shares of capital stock for cash or other 

property). 

Section 4. Liquidation Rights. 

(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, 

dissolution or winding up of the affairs of the Issuer, whether voluntary or involuntary, holders 

of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred 

Stock, out of the assets of the Issuer or proceeds thereof (whether capital or surplus) available for 

distribution to stockholders of the Issuer, subject to the rights of any creditors of the Issuer, 

before any distribution of such assets or proceeds is made to or set aside for the holders of 

Common Stock and any other stock of the Issuer ranking junior to Designated Preferred Stock as 

to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount 

per share and (ii) the amount 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 Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with 

respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts 

payable with respect of any other stock of the Issuer ranking equally with Designated Preferred 

Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other 

stock shall share ratably in any such distribution in proportion to the full respective distributions 

to which they are entitled. 

(c) Residual Distributions. If the Liquidation Preference has been paid in full 

to all holders of Designated Preferred Stock and the corresponding amounts payable with respect 

of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such 

distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to 

receive all remaining assets of the Issuer (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 Issuer with any other corporation or other 

entity, including a merger or consolidation in which the holders of Designated Preferred Stock 

receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, 

securities or other property) of all or substantially all of the assets of the Issuer, shall not 

constitute a liquidation, dissolution or winding up of the Issuer. 
UST Seq. 413 

 A-7 

Section 5. Redemption. 

(a) Optional Redemption. The Issuer, at its option, subject to the approval of 

the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from 

time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at 

the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price 

equal to the sum of (i) the Liquidation Amount per share and (ii) 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. 

The redemption price for any shares of Designated Preferred Stock shall be 

payable on the redemption date to the holder of such shares against surrender of the certificate(s) 

evidencing such shares to the Issuer or its agent. Any declared but unpaid dividends payable on 

a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period 

shall not be paid to the holder entitled to receive the redemption price on the redemption date, 

but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record 

Date relating to the Dividend Payment Date as provided in Section 3 above. 

(b) No Sinking Fund. The Designated Preferred Stock will not be subject to 

any mandatory redemption, sinking fund or other similar provisions. Holders of Designated 

Preferred Stock will have no right to require redemption or repurchase of any shares of 

Designated Preferred Stock. 

(c) Notice of Redemption. Notice of every redemption of shares of 

Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the 

holders of record of the shares to be redeemed at their respective last addresses appearing on the 

books of the Issuer. Such mailing shall be at least 30 days and not more than 60 days before the 

date fixed for redemption. Any notice mailed as provided in this Subsection shall be 

conclusively presumed to have been duly given, whether or not the holder receives such notice, 

but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, 

to any holder of shares of Designated Preferred Stock designated for redemption shall not affect 

the validity of the proceedings for the redemption of any other shares of Designated Preferred 

Stock. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in 

book-entry form through The Depository Trust Company or any other similar facility, notice of 

redemption may be given to the holders of Designated Preferred Stock at such time and in any 

manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) 

the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, 

if less than all the shares held by such holder are to be redeemed, the number of such shares to be 

redeemed from such holder; (3) the redemption price; and (4) the place or places where 

certificates for such shares are to be surrendered for payment of the redemption price. 

(d) Partial Redemption. In case of any redemption of part of the shares of 

Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected 

either pro rata or in such other manner as the Board of Directors or a duly authorized committee 

thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of 

Directors or a duly authorized committee thereof shall have full power and authority to prescribe 
UST Seq. 413 

 A-8 

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 Issuer, in trust for the pro rata benefit of the holders of 

the shares called for redemption, with a bank or trust company doing business in the Borough of 

Manhattan, The City of New York, and having a capital and surplus of at least $500 million and 

selected by the Board of Directors, so as to be and continue to be available solely therefor, then, 

notwithstanding that any certificate for any share so called for redemption has not been 

surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on 

all shares so called for redemption, all shares so called for redemption shall no longer be deemed 

outstanding and all rights with respect to such shares shall forthwith on such redemption date 

cease and terminate, except only the right of the holders thereof to receive the amount payable on 

such redemption from such bank or trust company, without interest. Any funds unclaimed at the 

end of three years from the redemption date shall, to the extent permitted by law, be released to 

the Issuer, after which time the holders of the shares so called for redemption shall look only to 

the Issuer for payment of the redemption price of such shares. 

(f) Status of Redeemed Shares. Shares of Designated Preferred Stock that are 

redeemed, repurchased or otherwise acquired by the Issuer 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. 

(b) Preferred Stock Directors. Whenever, at any time or times, dividends 

payable on the shares of Designated Preferred Stock have not been paid for an aggregate of eight 

quarterly Dividend Periods or more, whether or not consecutive, the authorized number of 

directors of the Issuer shall automatically be increased by two and the holders of the Designated 

Preferred Stock shall have the right, with holders of shares of any one or more other classes or 

series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two 

directors (hereinafter the “Preferred Directors” and each a “Preferred Director”) to fill such 

newly created directorships at the Issuer’s next annual meeting of stockholders (or at a special 

meeting called for that purpose prior to such next annual meeting) and at each subsequent annual 

meeting of stockholders until dividends payable on all outstanding shares of Designated 

Preferred Stock have been declared and paid in full for four consecutive quarterly Dividend 

Period (and which shall include all accrued and unpaid dividends for all past Dividend Periods, 
UST Seq. 413 

 A-9 

including the latest completed Dividend Period (including, if applicable as provided in Section 

3(a) above, dividends on such amount)), at which time such right shall terminate with respect to 

the Designated Preferred Stock, except as herein or by law expressly provided, subject to 

revesting in the event of each and every subsequent default of the character above mentioned; 

provided that it shall be a qualification for election for any Preferred Director that the election of 

such Preferred Director shall not cause the Issuer to violate any corporate governance 

requirements of any securities exchange or other trading facility on which securities of the Issuer 

may then be listed or traded that listed or traded companies must have a majority of independent 

directors. Upon any termination of the right of the holders of shares of Designated Preferred 

Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred 

Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then 

in office shall terminate immediately and the authorized number of directors shall be reduced by 

the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be 

removed at any time, with or without cause, and any vacancy created thereby may be filled, only 

by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at 

the time outstanding voting separately as a class together with the holders of shares of Voting 

Parity Stock, to the extent the voting rights of such holders described above are then exercisable. 

If the office of any Preferred Director becomes vacant for any reason other than removal from 

office as aforesaid, the remaining Preferred Director may choose a successor who shall hold 

office for the unexpired term in respect of which such vacancy occurred. 

(c) 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 Issuer 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 of the Issuer; 

(ii) Amendment of Designated Preferred Stock. Any amendment, alteration 

or repeal of any provision of the 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 of a 

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 Issuer with another corporation or 

other entity, unless in each case (x) the shares of Designated Preferred Stock remain 
UST Seq. 413 

 A-10 

outstanding or, in the case of any such merger or consolidation with respect to which the 

Issuer is not the surviving or resulting entity, are converted into or exchanged for 

preference securities of the surviving or resulting entity or its ultimate parent, and 

(y) such shares remaining outstanding or such preference securities, as the case may be, 

have such rights, preferences, privileges and voting powers, and limitations and 

restrictions thereof, taken as a whole, as are not materially less favorable to the holders 

thereof than the rights, preferences, privileges and voting powers, and limitations and 

restrictions thereof, of Designated Preferred Stock immediately prior to such 

consummation, taken as a whole; 

provided, however, that for all purposes of this Section 7(c), any increase in the amount of the 

authorized Preferred Stock, including any increase in the authorized amount of Designated 

Preferred Stock necessary to satisfy preemptive or similar rights granted by the Issuer to other 

persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or 

issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series 

of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other 

series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with 

respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) 

and the distribution of assets upon liquidation, dissolution or winding up of the Issuer will not be 

deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not 

require the affirmative vote or consent of, the holders of outstanding shares 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 vote or consent would otherwise be required pursuant to such 

Section, all outstanding shares of the 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 

time, which rules and procedures shall conform to the requirements of the 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. Restriction on Repurchases. So long as any share of Designated 

Preferred Stock remains outstanding, neither the Issuer nor any Issuer Subsidiary shall, redeem, 

purchase or acquire any shares of Common Stock, Junior Stock, Parity Stock or other capital 

stock or other equity securities of any kind of the Issuer or any Issuer Subsidiary, or any trust 

preferred securities issued by the Issuer or any Affiliate of the Issuer, (other than (i) redemptions, 

purchases, repurchases or other acquisitions of the Designated Preferred Stock and (ii) 

repurchases of Junior Stock or Common Stock in connection with the administration of any 
UST Seq. 413 

 A-11 

employee benefit plan in the ordinary course of business (including purchases to offset any Share 

Dilution Amount 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, (iii) the acquisition by the Issuer or any of the Issuer 

Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of 

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

custodians, (iv) the exchange or conversion of Junior 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 (iv), solely to 

the extent required pursuant to binding contractual agreements entered into prior to the Signing 

Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof 

for Common Stock, (v) redemptions of securities held by the Issuer or any wholly-owned Issuer 

Subsidiary or (vi) redemptions, purchases or other acquisitions of capital stock or other equity 

securities of any kind of any Issuer Subsidiary required pursuant to binding contractual 

agreements entered into prior to January 16, 2009), unless all accrued and unpaid dividends for 

all past Dividend Periods, including the latest completed Dividend Period (including, if 

applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding 

shares of Designated Preferred Stock have been or are contemporaneously declared and paid in 

full (or have been declared and a sum sufficient for the payment thereof has been set aside for the 

benefit of the holders of shares of Designated Preferred Stock on the applicable record date). 

Section 9. Record Holders. To the fullest extent permitted by applicable law, the 

Issuer and the transfer agent for Designated Preferred Stock may deem and treat the record 

holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all 

purposes, and neither the Issuer nor such transfer agent shall be affected by any notice to the 

contrary. 

Section 10. 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, if shares of Designated Preferred Stock are issued in book-entry form through The 

Depository Trust Company or any similar facility, such notices may be given to the holders of 

Designated Preferred Stock in any manner permitted by such facility. 

Section 11. No Preemptive Rights. No share of Designated Preferred Stock shall 

have any rights of preemption whatsoever as to any securities of the Issuer, 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 12. Replacement Certificates. The Issuer shall replace any mutilated 

certificate at the holder’s expense upon surrender of that certificate to the Issuer. The Issuer 

shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon 

delivery to the Issuer of reasonably satisfactory evidence that the certificate has been destroyed, 

stolen or lost, together with any indemnity that may be reasonably required by the Issuer. 
UST Seq. 413 

 A-12 

Section 13. 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. 
ANNEXC

FORM OF OPINION

(a) The Company has been duly formed and is validly existing as a [TYPE

OF ORGANIZATION] and is in good standing under the laws of the jurisdiction of its

organization. The Company has all necessary power and authority to own, operate and lease its

properties and to ~arry on its business as it is being conducted.

(b) The Company has been duly qualified as a foreign entity for the

transaction of business and is in good standing under the laws of [ ],

"-- --1] and [ ].

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

when issued and delivered pursuant to the Agreement, the CDCI Preferred Shares will be duly

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

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

Preferred Stock issued on the Closing Date with respect to the payment of dividends and the

distribution of assets in the event of any dissolution, liquidation or winding up ofthe Company.

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

deliver the Agreement and to carry out its obligations thereunder (which includes the issuance of

the CDCI Preferred Shares).

(e) The execution, delivery and performance by the Company of the

Agreement and the consummation of the transactions contemplated thereby have been duly

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

no further approval or authorization is required on the part of the Company, including, without

limitation, by any rule or requirement of any national stock exchange.

(f) The Agreement is a valid and binding obligation of the Company

enforceable against the Company in accordance with its terms, except as the same may be

limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws

affecting the enforcement of creditors' rights generally and general equitable principles,

regardless ofwhether such enforceability is considered in a proceeding at law or in equity.

(g) The execution and delivery by the Company of this Agreement and the

performance by the Company ofits obligations thereunder (i) do not require any approval by any

Governmental Entity to be obtained on the part of the Company, except those that have been

obtained, (ii) do not violate or conflict with any provision of the Charter, (iii) do not violate,

conflict with, or result in a breach of any provision of, or constitute a default (or an event which,

with notice or lapse oftime or both, would constitute a default) under, or result in the termination

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

conditions or provisions of its organizational documents or under any agreement, contract,

indenture, lease, mortgage, power of attorney, evidence of indebtedness, letter of credit, license,

Annex C-l
instrument, obligation, purchase or sales order, or other commitment, whether oral or written, to

which it is a party or by which it or any of its properties is bound or (iv) do not conflict with,

breach or result in a violation of, or default under any judgment, decree or order known to us that

is applicable to the Company and, pursuant to any applicable laws, is issued by any

Governmental Entity having jurisdiction over the Company.

(h) Other than the filing of the New Certificate of Designations with the

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

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

and such consents and approvals that have been made or obtained, no notice to, filing with,

exemption or review by, or authorization, consent or approval of, any Governmental Entity is

required to be made or obtained by the Company in connection with the consummation by the

Company ofthe Exchange.

(i) The Company is not nor, after giving effect to the issuance of the CDCI

Preferred Shares pursuant to the Agreement, would be on the date hereof an "investment

company" or an entity "controlled" by an "investment company," as such terms are defined in

the Investment Company Act of 1940, as amended.

G) Each Certified Entity (A) is a regulated community development financial

institution (a "CDFI") currently certified by the Community Development Financial Institution

Fund (the "Fund") of the United States Department of the Treasury pursuant to 12 C.F.R.

1805.201(a) and (B) satisfies all of the eligibility requirements of the Fund's Community

Development Financial Institutions Program for a CDFI.

Annex C-2
ANNEXD

FORM OF WAIVER

In consideration for the benefits I will receive as a result of the participation of

[ 1 (together with its subsidiaries and affiliates, the "Company") in the

United States Department of the Treasury's (the "Treasury") Capital Purchase Program,

Community Development Capital Initiative and/or any other economic stabilization program

implemented by the Treasury under the Emergency Economic Stabilization Act of 2008 (as

amended, supplemented, or otherwise modified, the "EESA") (any such program, including the

Capital Purchase Program and the Community Development Capital Initiative, a "Program"), I

hereby voluntarily waive any claim against the United States (and each of its departments and

agencies) or the Company or any of its directors, officers, employees and agents for any changes

to my compensation or benefits that are required to comply with the executive compensation and

corporate governance requirements of Section 111 of the EESA, as implemented by any

guidance or regulations issued and/or to be issued thereunder, including without limitation the

provisions for the Capital Purchase Program, as implemented by any guidance or regulation

thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or

regulations under the EESA and the applicable requirements ofthe Exchange Agreement by and

among the Company and the Treasury dated as of _, 2010, as amended (such

requirements, the "Limitations").

I acknowledge that the Limitations may require modification or termination of the employment,

compensation, bonus, incentive, severance, retention and other benefit plans, arrangements,

policies and agreements (including so-called "golden parachute" agreements), whether or not in

writing, that I may have with the Company or in which I may participate as they relate to the

period the United States holds any equity or debt securities of the Company acquired through a

Program or for any other period applicable under such Program or Limitations, as the case may

be, and I hereby consent to all such modifications.

This waiver includes all claims I may have under the laws of the United States or any other

jurisdiction (whether or not in existence as of the date hereof) related to the requirements

imposed by the Limitations, including without limitation, a claim for any compensation or other

payments or benefits I would otherwise receive, any challenge to the process by which the

Limitations are or were adopted and any tort or constitutional claim about the effect of these

Limitations on my employment relationship and I hereby agree that I will not at any time initiate,

or cause or permit to be initiated on my behalf, any such claim against the United States, the

Company or its directors, officers, employees or agents in or before any local, state, federal or

other agency, court or body.

I agree that, in the event and to the extent that the Compensation Committee of the Board of

Directors of the Company or similar governing body (the "Committee") reasonably determines

that any compensatory payment and benefit provided to me, including any bonus or incentive

compensation based on materially inaccurate financial statements or performance criteria, would

cause the Company to fail to be in compliance with the Limitations (such payment or benefit, an

"Excess Payment"), upon notification from the Company, I shall repay such Excess Payment to

Annex D-1
the Company within 15 business days. In addition, I agree that the Company shall have the right

to postpone any such payment or benefit for a reasonable period oftime to enable the Committee

to determine whether such payment or benefit would constitute an Excess Payment.

I understand that any determination by the Committee as to whether or not, including the manner

in which, a payment or benefit needs to be modified, terminated or repaid in order for the

Company to be in compliance with Section 111 of the EESA and/or the Limitations shall be a

final and conclusive determination ofthe Committee which shall be binding upon me. I further

understand that .the Company is relying on this letter from me in connection with its participation

in a Program.

Annex D-2
IN WITNESS WHEREOF, I execute this waiver on my own behalf, thereby communicating my

acceptance and acknowledgement to the provisions herein.

Respectfully,

Name:

Title:

Date:

AnnexD-3
ANNEXE

REGISTRATION RIGHTS

1.1 Definitions. Terms not defined in this Annex shall have the meaning

ascribed to such terms in the Agreement. As used in this Annex E, the following terms shall

have the following respective meanings:

(a) "Holder" means the Investor and any other holder of Registrable

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

compliance with Section 1.9 hereof.

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

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

(c) "Pending Underwritten Offering" means, with respect to any Holder

forfeiting its rights pursuant to Section 1.11 of this Annex E, any underwritten offering of

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

Registrable Securities either pursuant to Section l.2(b) or 1.2(d} ofthis Annex E prior to the date

ofsuch Holder's forfeiture.

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

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

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

ordering of effectiveness of such registration statement or amendment thereto or (B) filing a

prospectus and/Or" prospectus supplement in respect of an appropriate effective registration

statement on Form S-3.

(e) "Registrable Securities" means (A) all CDCI Preferred Shares and (B) any

equity securities issued or issuable directly or indirectly with respect to the securities referred to

in the foregoing clause (A) by way of conversion, exercise or exchange thereof, or share

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

reclassification, merger, amalgamation, arrangement, consolidation or other reorganization,

provided that, once issued, such securities will not be Registrable Securities when (l) they are

sold pursuant to an effective registration statement under the Securities Act, (2) they shall have

ceased to be outstanding or (3) they have been sold in any transaction in which the transferor's

rights under this Agreement are not assigned to the transferee of the securities. No Registrable

Securities may be registered under more than one registration statement at anyone time.

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

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

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

Annex E, including all registration, filing and listing fees, printing expenses, fees and

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

connection with any "road show", the reasonable fees and disbursements of Holders' Counsel,

and expenses of the Company's independent accountants in connection with any regular or

E-1
special reviews or audits incident to or required by any such registration, but shall not include

Selling Expenses.

(g) "Rule 144", "Rule 144A", "Rule 159A", "Rule 405" and "Rule 415"

mean, in each case, such rule promulgated under the Securities Act (or any successor provision),

as the same shall be amended from time to time.

(h) "Selling Expenses" mean all discounts, selling commissions and stock

transfer taxes C!Pplicable to the sale of Registrable Securities and fees and disbursements of

counsel for any Holder (other than the fees and disbursements of Holders' Counsel included in

Registration Expenses).

(i) "Special Registration" means the registration of (A) equity securities

and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or

successor form) or (B) shares of equity securities and/or options or other rights in respect thereof

to be offered to directors, members of management, employees, consultants, customers, lenders

or vendors of the Company or Company Subsidiaries or in connection with dividend

reinvestment plans.

1.2 Registration.

(a) The Company covenants and agrees that as promptly as practicable after

the date that the Company becomes subject to the reporting requirements of Section 13 or 15(d)

of the Exchange Act (and in any event no later than 30 days thereafter), the Company shall

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

(or otherwise designate an existing shelf registration on an appropriate form under Rule 415

under the Securities Act (a "Shelf Registration Statement") filed with the SEC to cover the

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

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

reasonable best efforts to cause such Shelf Registration Statement to be declared or become

effective and to keep such ShelfRegistration Statement continuously effective and in compliance

with the Securities Act and usable for resale of such Registrable Securities for a period from the

date of its initial effectiveness until such time as there are no Registrable Securities remaining

(including by refiling such Shelf Registration Statement (or a new Shelf Registration Statement)

if the initial Shelf Registration Statement expires). Notwithstanding the foregoing, if the

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

be obligated to file a Shelf Registration Statement unless and until requested to do so in writing

by the Investor.

(b) Any registration pursuant to Section 1.2(a) of this Annex E shall be

effected by means of a Shelf Registration Statement on an appropriate form under Rule 415

under the Securities Act (a "Shelf Registration Statement"). If the Investor or any other Holder

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

promptly so advise the Company and the Company shall take all reasonable steps to facilitate

such distribution, including the actions required pursuant to Section 1.2(d) of this Annex E;

provided that the Company shall not be required to facilitate an underwritten offering of

Registrable Securities unless (i) the expected gross proceeds from such offering exceed $200,000

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or (ii) such underwritten offering includes all of the outstanding Registrable Securities held by

such Holder. The lead underwriters in any such distribution shall be selected by the Holders of a

majority ofthe Registrable Securities to be distributed.

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

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

underwritten offering pursuant to Section 1.2 ofthis Annex E: (A) with respect to securities that

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

Holders that in t];le 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 (l) only ifthe Company has generally exercised (or is concurrently

exercising) similar black-out rights against holders of similar securities that have registration

rights and (2) not more than three times in any 12-month period and not more than 90 days in the

aggregate in any 12-month period.

(d) If during any period when an effective Shelf Registration Statement is not

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

pursuant to Section l.2(a) ofthis Annex E or a Special Registration, and the registration form to

be filed may be used for the registration or qualification for distribution ofRegistrable Securities,

the Company will give prompt written notice to the Investor and all other Holders ofits intention

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

and will include in such registration all Registrable Securities with respect to which the

Company has received written requests for inclusion therein within ten business days after the

date ofthe Company's notice (a "Piggyback Registration"). Any such person that has made such

a written request may withdraw its Registrable Securities from such Piggyback Registration by

giving written notice to the Company and the managing underwriter, -if any, on or before the fifth

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

may terminate or withdraw any registration under this Section 1.2(d) prior to the effectiveness of

such registration, whether or not Investor or any other Holders have elected to include

Registrable Securities in such registration.

(e) Ifthe registration referred to in Section 1.2(d) ofthis Annex E is proposed

to be underwritten, the Company will so advise Investor and all other Holders as a part of the

written notice given pursuant to Section 1.2(d) of this Annex E. In such event, the right of

Investor and all other Holders to registration pursuant to Section 1.2 of this Annex E will be

conditioned upon such persons' participation in such underwriting and the inclusion of such

person's Registrable Securities in the underwriting if such securities are of the same class of

securities as the securities to be offered in the underwritten offering, and each such person will

(together with the Company and the other persons distributing their securities through such

underwriting) enter into an underwriting agreement in customary form with the underwriter or

underwriters selected for such underwriting by the Company; provided that the Investor (as

opposed to other Holders) shall not be required to indemnify any person in connection with any

registration. If any participating person disapproves ofthe terms ofthe underwriting, such person

E-3
may elect to withdraw therefrom by written notice to the Company, the managing underwriters

and the Investor (ifthe Investor is participating in the underwriting).

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

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

Registration Statement pursuant to Section 1.2(b) of this Annex E or (y) a Piggyback

Registration under Section 1.2(d) ofthis Annex E relates to an underwritten offering on behalf of

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

reasonable opinio~ the number ofsecurities requested to be included in such offering exceeds the

number which can be sold without adversely affecting the marketability of such offering

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

offering only such number of securities that in the reasonable opinion of such managing

underwriters can be sold without adversely affecting the marketability of the offering (including

an adverse effect on the per share offering price), which securities will be so included in the

following order of priority: (A) first, in the case of a Piggyback Registration under Section 1.2(d)

of this Annex E, the securities the Company proposes to sell, (B) then the Registrable Securities

of the Investor and all other Holders who have requested inclusion of Registrable Securities

pursuant to Section 1.2(b) or Section 1.2(d) ofthis Annex E, as applicable, pro rata on the basis

of the aggregate number of such securities or shares owned by each such person and (C) lastly,

any other securities of the Company that have been requested to be so included, subject to the

terms ofthis Agreement; provided, however, that ifthe Company has, prior to the Signing Date,

entered into an agreement with respect to its securities that is inconsistent with the order 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.

1.3 Expenses of Registration. All Registration Expenses incurred in

connection with any registration, qualification or compliance hereunder shall be borne by the

Company. All Selling Expenses incurred in connection with any registrations hereunder shall be

borne by the holders ofthe securities so registered pro rata on the basis ofthe aggregate offering

or sale price ofthe securities so registered.

1.4 Obligations ofthe Company. Whenever required to effect the registration

of any Registrable Securities or facilitate the distribution ofRegistrable Securities pursuant to an

effective Shelf Registration Statement, the Company shall, as expeditiously as reasonably

practicable:

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

amendment with respect to a proposed offering of Registrable Securities pursuant to an effective

registration statement, subject to Section 1.4 of this Annex E, keep such registration statement

effective and keep such prospectus supplement current until the securities described therein are

no longer Registrable Securities.

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

applicable registration statement and the prospectus or prospectus supplement used in connection

with such registration statement as may be necessary to comply with the provisions of the

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

statement.

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(c) Furnish to the Holders and any underwriters such number of copies ofthe

applicable registration statement and each such amendment and supplement thereto (including in

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

with the requirements of the Securities Act, and such other documents as they may reasonably

request in order to facilitate the disposition of Registrable Securities owned or to be distributed

by them.

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

by such registratiQn statement under such other securities or Blue Sky laws of such jurisdictions

as shall be reasonably requested by the Holders or any managing underwriter(s), to keep such

registration or qualification in effect for so long as such registration statement remains in effect,

and to take any other action which may be reasonably necessary to enable such seller to

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

provided that the Company 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.

(e) Notify each Holder of Registrable Securities at any time when a

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

of any event as a result of which the applicable prospectus, as then in effect, includes an untrue

statement of a material fact or omits to state a material fact required to be stated therein or

necessary to make the statements therein not misleading in light of the circumstances then

existing.

(f) Give written notice to the Holders:

(i) when any registration statement filed pursuant to Section 4.1G) of the

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

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

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

become effective;

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

registration statement or the prospectus included therein or for additional information;

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

of any registration statement or the initiation of any proceedings for that purpose;

(iv) ofthe receipt by the Company or its legal counsel of any notification with

respect to the suspension of the qualification of the applicable Registrable Securities for

sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(v) ofthe happening of any event that requires the Company to make changes

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

statement in order to make the statements therein not misleading (which notice shall be

accompanied by an instruction to suspend the use of the prospectus until the requisite

changes have been made); and

E-5
(vi) if at any time the representations and warranties of the Company

contained in any underwriting agreement contemplated by Section lAG) ofthis Annex E

cease to be true and correct.

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

withdrawal of any order suspending the effectiveness of any registration statement referred to in

Section IA(f)(iii) ofthis Annex E at the earliest practicable time.

(h) Upon the occurrence of any event contemplated by Section IA(e) or

IA(f)(v) of this Annex E, promptly prepare a post-effective amendment to such registration

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

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

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

statements therein, in light ofthe circumstances under which they were made, not misleading. If

the Company notifies the Holders in accordance with Section IA(f)(v) to suspend the use of the

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

any underwriters shall suspend use of such prospectus and use their reasonable best efforts to

return to the Company all copies of such prospectus (at the Company's expense) other than

permanent file copies then in such Holders' or underwriters' possession. The total number of

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

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

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

the transfer ofphysical stock certificates into book-entry form in accordance with any procedures

reasonably requested by the Holders or any managing underwriter(s).

G) If an underwritten offering is requested pursuant to Section 1.2(b) of this

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

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

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

expedite or facilitate the underwritten disposition of such Registrable Securities, and in

connection therewith in any underwritten offering (including making members of management

and executives ofthe Company available to participate in "road shows", similar sales events and

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

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

Company and its subsidiaries, and the Shelf Registration Statement, prospectus and documents,

if any, incorporated or deemed to be incorporated by reference therein, in each case, in

customary form, substance and scope, and, if true, confirm the same if and when requested,

(B) use its reasonable best efforts to furnish the underwriters with opinions of counsel to the

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

covered in such opinions requested in underwritten offerings, (C) use its reasonable best efforts

to obtain "cold comfort" letters from the independent certified public accountants of the

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

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

Shelf Registration Statement) who have certified the financial statements included in such Shelf

Registration Statement, addressed to each of the managing underwriter(s), if any, such letters to

be in customary form and covering matters of the type customarily covered in "cold comfort"

E-6
letters, (D) if an underwriting agreement is entered into, the same shall contain indemnification

provisions and procedures customary in underwritten offerings (provided that the Investor shall

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

may be reasonably requested by the Holders of a majority of the Registrable Securities being

sold in connection therewith, their counsel and the managing underwriter(s), if any, to evidence

the continued validity of the representations and warranties made pursuant to clause (A) above

and to evidence compliance with any customary conditions contained in the underwriting

agreement or other agreement entered into by the Company.

(k) Make available for inspection by a representative of Holders that are

selling stockholders, the managing underwriter(s), if any, and any attorneys or accountants

retained by such Holders or managing underwriter(s), at the offices where normally kept, during

reasonable business hours, financial and other records, pertinent corporate documents and

properties of the Company, and cause the officers, directors and employees of the Company to

supply all information in each case reasonably requested (and ofthe type customarily provided in

connection with due diligence conducted in connection with a registered public offering of

securities) by any such representative, managing underwriter(s), attorney or accountant in

connection with such ShelfRegistration Statement.

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

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

are then listed or, if no similar securities issued by the Company are then listed on any national

securities exchange, use its reasonable best efforts to cause all such Registrable Securities to be

listed on such securities exchange as the Investor may designate.

(m) If requested by Holders of a majority of the Registrable Securities being

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

include in a prospectus supplement or amendment such information as the Holders of a majority

of the Registrable Securities being registered and/or sold in connection therewith or managing

underwriter(s), if any, may reasonably request in order to permit the intended method of

distribution of such securities and make all required filings of such prospectus supplement or

such amendment as soon as practicable after the Company has received such request.

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

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

1.5 Suspension of Sales. Upon receipt of written notice from the Company

that a registration statement, prospectus or prospectus supplement contains or may contain an

untrue statement of a material fact or omits or may omit to state a material fact required to be

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

exist that make inadvisable use of such registration statement, prospectus or prospectus

supplement, the Investor and each Holder of Registrable Securities shall forthwith discontinue

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

supplemented or amended prospectus or prospectus supplement, or until the Investor and/or such

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

prospectus supplement may be resumed, and, if so directed by the Company, the Investor and/or

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

E-7
permanent file copies then in the Investor and/or such Holder's possession, of the prospectus

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

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

any 12-month period shall not exceed 90 days.

1.6 Termination of Registration Rights. A Holder's registration rights as to

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

shall not be available unless such securities are Registrable Securities.

1.7 Furnishing Information.

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

(as defined in Rule 405) in connection with the sale of Registrable Securities without the prior

written consent ofthe Company.

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

any action pursuant to Section 1.4 of this Annex E that Investor and/or the selling Holders and

the underwriters, if any, shall furnish to the Company such information regarding themselves, the

Registrable Securities held by them and the intended method of disposition of such securities as

shall be required to effect the registered offering oftheir Registrable Securities.

1.8 Indemnification.

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

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

representatives and Affiliates, and each person, if any, that controls a Holder within the meaning

of the Securities Act (each, an "Indemnitee"), against any and all losses, claims, damages,

actions, liabilities, costs and expenses (including reasonable fees, expenses and disbursements of

attorneys and other professionals incurred in connection with investigating, defending, settling,

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

expenses), joint or several, arising out of or based upon any untrue statement or alleged untrue

statement of material fact contained in any registration statement, including any preliminary

prospectus or final prospectus contained therein or any amendments or supplements thereto or

any documents incorporated therein by reference or contained in any free writing prospectus (as

such term is defined in Rule 405) prepared by the Company or authorized by it in writing for use

by such Holder (or any amendment or supplement thereto); or any omission to state therein a

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

the circumstances under which they were made, not misleading; provided, that the Company

shall not be liable to such Indemnitee in any such case to the extent that any such loss, claim,

damage, liability (or action or proceeding in respect thereof) or expense arises out of oris based

upon (A) an untrue statement or omission made in such registration statement, including any

such preliminary prospectus or final prospectus contained therein or any such amendments or

supplements thereto or contained in any free writing prospectus (as such term is defined in Rule

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

amendment or supplement thereto), in reliance upon and in conformity with information

regarding such Indemnitee or its plan of distribution or ownership interests which was furnished

in writing to the Company by such Indemnitee for use in connection with such registration

E-8
statement, including any such preliminary prospectus or final prospectus contained therein or any

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

Indemnitee "by means of' (as defined in Rule 159A) a "free writing prospectus" (as defined in

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

(b) If the indemnification provided for in Section 1.8(a) of this Annex E is

unavailable to an Indemnitee with respect to any losses, claims, damages, actions, liabilities,

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

contemplated therein, then the Company, in lieu of indemnifying such Indemnitee, shall

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

damages, actions, liabilities, costs or expenses in such proportion as is appropriate to reflect the

relative fault of the Indemnitee, on the one hand, and the Company, on the other hand, in

connection with the statements or omissions which resulted in such losses, claims, damages,

actions, liabilities, costs or expenses as well as any other relevant equitable considerations. The

relative fault ofthe Company, on the one hand, and ofthe Indemnitee, on the other hand, shall be

determined by reference to, among other factors, whether the untrue statement of a material fact

or omission to state a material fact relates to information supplied by the Company or by the

Indemnitee and the parties' relative intent, knowledge, access to information and opportunity to

correct or prevent such statement or omission; the Company and each Holder agree that it would

not be just and equitable if contribution pursuant to this Section 1.8(b) of this Annex E were

determined by pro rata allocation or by any other method of allocation that does not take account

of the equitable considerations referred to in Section 1.8(a) of this Annex E. No Indemnitee

guilty offraudulent misrepresentation (within the meaning of Section 11 (f) ofthe Securities Act)

shall be entitled to contribution from the Company if the Company was not guilty of such

fraudulent misrepresentation.

1.9 Assignment of Registration Rights. The rights of the Investor to

registration ofRegistrable Securities pursuant to Section 1.2 ofthis Annex E may be assigned by

the Investor to any transferee or assignee of Registrable Securities; provided, however, the

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

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

Securities that are being assigned.

1.10 Clear Market. With respect to any underwritten offering of Registrable

Securities by the Investor or other Holders pursuant to this Annex E, the Company agrees not to

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

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

Special Registration) covering any preferred stock of the Company or any securities convertible

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

exceed ten days prior and 60 days following the effective date of such offering or such longer

period up to 90 days as may be requested by the managing underwriter for such underwritten

offering. The Company also agrees to cause such ofits directors and senior executive officers to

execute and deliver customary lock-up agreements in such form and for such time period up to

90 days as may be requested by the managing underwriter.

1.11 Forfeiture ofRights. At any time, any holder of Registrable Securities

(including any Holder) may elect to forfeit its rights set forth in this Annex E from that date

E-9
forward; provided, that a Holder forfeiting such rights shall nonetheless be entitled to participate

under Section l.2(d) - (f) of this Annex E in any Pending Underwritten Offering to the same

extent that such Holder would have been entitled to if the holder had not withdrawn; and

provided, further, that no such forfeiture shall terminate a Holder's rights or obligations under

Section 1.7 of this Annex E with respect to any prior registration or Pending Underwritten

Offering.

1.12 Specific Performance. The parties hereto acknowledge that there would

be no adequate "re~edy at law if the Company fails to perform any of its obligations under this

Annex E and that the Investor and the Holders from time to time may be irreparably harmed by

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

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

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

obligations of the Company under this Annex E in accordance with the terms and conditions of

this Annex E.

1.13 No Inconsistent Agreements. The Company shall not, on or after the

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

granted to the Investor and the Holders under this Annex E or that otherwise conflicts with the

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

Holders under this Annex E. In the event the Company has, prior to the Signing Date, entered

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

Investor and the Holders under this Annex E (including agreements that are inconsistent with the

order of priority contemplated by Section 1.2(f) of Annex E) or that may otherwise conflict with

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

agreements to ensure they are consistent with the provisions ofthis Annex E.

1.14 Certain Offerings by the Investor. An "underwritten" offering or other

disposition shall include any distribution of such securities on behalf of the Investor by one or

more broker-dealers, an "underwriting agreement" shall include any purchase agreement entered

into by such broker-dealers, and any "registration statement" or "prospectus" shall include any

offering document approved by the Company and used in connection with such distribution.

E-10
ANNEXF

OFFICER'S CERTIFICATE

OF

[COMPANY]

In connection with that certain letter agreement, dated ], 2010

(the "Agreement") by and between [COMPANY] (the "Company") and the United States

Department of the Treasury ("Investor") which incorporates that certain Exchange Agreement -

Standard Terms referred to therein (the "Standard Terms"), the undersigned does hereby certify

as follows:

1. I am a duly elected/appointed [a.- --"] ofthe Company.

2. Each Certified Entity (as defined in the Standard Terms) (A) is certified by

the Community Development Financial Institution Fund (the "Fund") of the United States

Department of the Treasury as a regulated community development financial institution (a

"CDFI"); (B) together with its Affiliates collectively meets the eligibility requirements of 12

C.F.R. 1805.200(b); (C) has a primary mission of promoting community development, as may be

determined by Investor from time to time, based on criteria set forth in 12 C.F.R. 1805.201(b)(1);

(D) provides Financial Products, Development Services, and/or other similar financing as a

predominant business activity in arm's-length transactions; (E) serves a Target Market by

serving one or more Investment Areas and/or Targeted Populations in the manner set forth in 12

C.F.R. 1805.201(b)(3); (F) provides Development Services in conjunction with its Financial

Products, directly, through an Affiliate or through a contract with a third-party provider; (G)

maintains accountability to residents of the applicable Investment Area(s) or Targeted

Population(s) through representation on its governing Board of Directors or otherwise; and (H)

remains a non-governmental entity which is not an agency or instrumentality ofthe United States

of America, or any State or political subdivision thereof, as described in 12 C.F.R.

1805.201(b)(6) and within the meaning of any supplemental regulations or interpretations of 12

C.F.R. 1805.201(b)(6) or such supplemental regulations published by the Fund. As used herein,

the terms "Affiliates"; "Financial Products"; "Development Services"; "Target Market";

"Investment Areas"; and "Targeted Populations" have the meanings ascribed to such terms in 12

C.F.R. 1805.104.

3. The information set forth in the CDFI Certification Application delivered

to the Investor pursuant to Section 1.2(c)(xii) of the Standard Terms (the "CDFI Application"),

as modified by any updates to the CDFI Application provided on [Insert Date(s)] by the

Company to the Investor on or prior to the date hereof, with respect to the covenants set forth in

Section 4.1(d)(i)(B) and Section 4.1(d)(i)(D) of the Standard Terms remains true, correct and

complete as ofthe date hereof.

F-1
4. The contracts and material agreements entered into by each Certified

Entity with respect to Development Services previously disclosed to the Investor remain in effect

and copies of any new contracts and material agreements entered into by the Certified Entity

with respect to Development Services are attached hereto as Exhibit A.

5. Attached hereto as Exhibit B is (A) a list ofthe names and addresses ofthe

individuals which comprise the board of directors of each Certified Entity as of the date hereof,

(B) to the extent any member ofthe board of directors listed on Exhibit B was not a member of

the board of dire~tors as of the last certification provided to the Investor pursuant to Section

4.1(d)(ii) of the Standard Terms, a narrative describing such individual's relationship to the

applicable Investment Area(s) and Targeted Population(s) and (C) to the extent any Certified

Entity maintains accountability to residents of the applicable Investment Area(s) or Target

Population(s) through means other than representation on its governing board of directors and

such means have changed since the date ofthe last certification provided to the Investor pursuant

to Section 4.1 (d)(ii) ofthe Standard Terms on [Insert Date], a narrative describing such change.

6. Each Certified Entity is not an agency ofthe United States of America, or

any State or political subdivision thereof, as described in 12 C.F.R. 1805.201(b)(6) and within

the meaning of any supplemental regulations or interpretations of 12 C.F.R. 1805.201(b)(6) or

such supplemental regulations published by the Fund.

7. [Insert ifthe Company was a Bank Holding Company or a Savings and

Loan Holding Company on the Signing Date: The Company is and has been at all times since

the date of the last certification provided to the Investor pursuant to Section 4.1 (d)(ii) of the

Standard Terms, a [Insert if the Company is a Bank Holding Company: Bank Holding

Company] [Insert ifthe Company is a Savings and Loan Holding Company: Savings and Loan

Holding Company].] The Company is not, and has not been at any time since the date ofthe last

certification provided to the Investor pursuant to Section 4.1(d)(ii) of the Standard Terms on

[Insert Date], controlled (within the meaning of [Insert for banks and Bank Holding

Companies: the Bank Holding Company Act of 1956 (12 U.S.C. 1841(a)(2)) and 12 C.F.R.

225(a)(i)] [Insert for savings associations and Savings and Loan Holding Companies: the

Home Owners' Loan Act of 1933 (12 U.S.C. 1467a (a)(2)) and 12 C.F.R. 583.7]) by a foreign

bank or company.

The foregoing certifications are made and delivered as of 1.-[ ] pursuant

to Section 4.1 (d)(ii) ofthe Standard Terms.

Capitalized terms used and not otherwise defined herein shall have the meanings

assigned to them in the Standard Terms.

[SIGNATURE PAGE FOLLOWS]

F-2
IN WITNESS WHEREOF, this Officer's Certificate has been duly executed and

delivered as ofthe Ll day of [ ], 20[--l.

[COMPANY]

By: _

Name:

Title:

F-3
EXHIBIT A

NEW CONTRACTS AND MATERIAL AGREEMENTS

Exh. A-I
EXHIBITB

BOARD OF DIRECTORS

CERTIFIED ENTITY: [CERTIFIED ENTITY]!

NAME ADDRESS NARRATIVE2

1 Include chart for each Certified Entity.

2 To the extent (x) any of the individuals was not a member of the board of directors of such Certified

Entity as of the last certification to the Investor, include a narrative describing such individual's

relationship to the applicable Investment Area(s) and Targeted Population(s) or, (y) if such Certified

Entity maintains accountability to residents of the applicable Investment Area(s) or Target Population(s)

through means other than representation on its governing board of directors and such means have changed

since the date ofthe last certification to the Investor, a narrative describing such change.

Exh. B-1
UST Seq. 413

SCHEDULE A

ADDITIONAL TERMS AND CONDITIONS

Company Information:

Name ofthe Company: Carver Bancorp, Inc.

Corporate or other organizational form ofCompany: Corporation

Jurisdiction of Organization of Company: Delaware

Appropriate Federal Banking Agency ofCompany: Office of Thrift Supervision

Name ofCertified Entities:

Corporate or other organizational form of each Certified Entity:

Jurisdiction of Organization of each Certified Entity:

Appropriate Federal Banking Agency of each Certified Entity:

Notice Information: Mark A. Ricca

Executive Vice President, ChiefRisk Officer

And General Counsel

75 West 125th Street

New York, NY 10027

Terms ofthe Exchange:
Closing:

Location ofClosing: Telephonic

Time of Closing: 12:00 p.m. ET

Date of Closing: u..b+ ;;r+I ::J.D I 0

UST Seq. 413
UST Seq. 413

SCHEDULEB

CAPITALIZATION

Capitalization Date: July 31,2010

Common Stock

Par value: $0.01

Total Authorized: 10,000,000

Outstanding: 2,524,691

Subject to warrants, options, convertible

securities, etc.: 69, 267

Reserved for benefit plans and other issuances: 190,731

Remaining authorized but unissued: 7,215,311

Shares issued after Capitalization Date (other

than pursuant to warrants, options,

convertible securities, etc. as set forth

above): None

Preferred Stock

Par value: $0.01

Total Authorized: 2,000,000

Outstanding (by series): 18,980 shares of Fixed Rate Cumulative Perpetual Preferred

Stock, Series A

Reserved for issuance: 2,000,000

Remaining authorized but unissued: 1,981,020

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

Wellington Management Company, LLP

75 State Street

Boston, MA 02109

Donald Leigh Koch

c/o Koch Asset Management, L.L.C.

1293 Mason Road

Town & Country, MO 63131

Primary Address
Third Avenue Management LLC

622 Third Avenue, 32nd Floor

New York, NY 10017

Deborah C. Wright

c/o Carver Federal Savings Bank

75 West 125th Street

New York, NY 1027

Northstar Investment Corp.

20 North Wacker Drive, Suite 1416

Chicago, IL 60606

Kuby Gottlieb Special Value Fund, LP

20 North Wacker Drive, Suite 1416

Chicago, IL 60606

Keefe, Bruyette & Woods

787 Seventh Avenue

New York, NY 10019

All ofthe above holders own 5% or more of Carver Bancorp, Inc. common stock.

UST Seq. 413
UST Seq. 413

SCHEDULEC

MATERIAL ADVERSE EFFECT

List any exceptions to the representation and warranty in Section 3.6 ofthe Exchange Agreement

- Standard Terms.

If none, please so indicate by checking the box: IZI.
UST Seq. 413

SCHEDULED

LITIGATION

List any exceptions to the representation and warranty in Section 3.10 ofthe Exchange

Agreement - Standard Terms.

Carver Federal Savings Bank ("Carver"), a wholly owned subsidiary ofthe Company, is a

defendant in a lawsuit filed in November 2009 in the United States District Court, Southern

District ofNew York by Mariner's Bank ("Mariner's") as Plaintiff. Mariner's alleges, among

other things, that Carver, as loan servicer, breached a loan servicing agreement entered into with

Mariner's and that Carver serviced the subject loan in a grossly negligent manner. The subject

loan is a mortgage loan secured by multi-family property located in Monticello, NY. Mariner's

is seeking damages in excess of $500,000. Carver has counter sued Mariner's for payment of

loan advances for real estate taxes and hazard insurance. Carver believes it has a meritorious

defense in this matter, but is unable to determine the outcome ofthis case at this time.

Ifnone, please so indicate by checking the box: D.
UST Seq. 413

SCHEDULEE

COMPLIANCE WITH LAWS

List any exceptions to the representation and warranty in the second sentence of Section 3.11 of

the Exchange Agreement- Standard Terms.

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

List any exceptions to the representation and warranty in the last sentence of Section 3.11 ofthe

Exchange Agreement - Standard Terms.

Please see Schedule F

If none, please so indicate by checking the box: D.
DST Seq. 413

SCHEDULEF

REGULATORY AGREEMENTS

List any exceptions to the representation and warranty in Section 3.17 ofthe Exchange

Agreement - Standard Terms.

On February 23,2010, Carver Bancorp, Inc. and Carver Federal Savings Bank (the "Bank")

entered into a Memorandum ofDnderstanding ("MOD") with the Office ofThrift Supervision

(the "OTS"). The MOD, among other things, restricts the Bank's ability to make a variety of

non-residential loans, requires to comply with the provisions of 12 C.F.R. sections 363.2(b)(3)

and 363.3(b) regarding internal controls over financial reporting and limits the amount of

brokered deposits.

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

F:\clients\1395 - Carver\TARP\Exchange Letter Agreement - Ricca signed.doc