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TARP Capital Purchase Program 

Senior Preferred Stock and Warrants 

Summary of Senior Preferred Terms

 

Issuer: Qualifying Financial Institution (“QFI”) means (i) any U.S. bank or U.S 

savings association not controlled by a Bank Holding Company (“BHC”) 

or Savings and Loan Company (“SLHC”); (ii) any top-tier U.S. BHC, (iii) 

any top-tier U.S. SLHC which engages solely or predominately in 

activities that are permitted for financial holding companies under relevant 

law; and (iv) any U.S. bank or U.S. savings association controlled by a 

U.S. SLHC that does not engage solely or predominately in activities that 

are permitted for financial holding companies under relevant law. QFI 

shall not mean any BHC, SLHC, bank or savings association controlled by 

a foreign bank or company. For purposes of this program, “U.S. bank”, 

“U.S. savings association”, “U.S. BHC” and “U.S. SLHC” means a bank, 

savings association, BHC or SLHC organized under the laws of the United 

States or any State of the United States, the District of Columbia, any 

territory or possession of the United States, Puerto Rico, Northern Mariana 

Islands, Guam, American Samoa, or the Virgin Islands. The United 

States Department of the Treasury will determine eligibility and 

allocation for QFIs after consultation with the appropriate Federal 

banking agency.

Initial Holder: United States Department of the Treasury (the “UST”). 

Size: QFIs may sell preferred to the UST subject to the limits and terms 

described below. 

 Each QFI may issue an amount of Senior Preferred equal to not less than 

1% of its risk-weighted assets and not more than the lesser of (i) $25 

billion and (ii) 3% of its risk-weighted assets. 

Security: Senior Preferred, liquidation preference $1,000 per share. (Depending 

upon the QFI’s available authorized preferred shares, the UST may agree 

to purchase Senior Preferred with a higher liquidation preference per 

share, in which case the UST may require the QFI to appoint a depositary 

to hold the Senior Preferred and issue depositary receipts.) 

Ranking: Senior to common stock and pari passu with existing preferred shares 

other than preferred shares which by their terms rank junior to any existing 

preferred shares. 
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Regulatory 

Capital 

Status: Tier 1.

Term: Perpetual life. 

Dividend: The Senior Preferred will pay cumulative dividends at a rate of 5% per 

annum until the fifth anniversary of the date of this investment and 

thereafter at a rate of 9% per annum. For Senior Preferred issued by banks 

which are not subsidiaries of holding companies, the Senior Preferred will 

pay non-cumulative dividends at a rate of 5% per annum until the fifth 

anniversary of the date of this investment and thereafter at a rate of 9% per 

annum. Dividends will be payable quarterly in arrears on February 15, 

May 15, August 15 and November 15 of each year. 

Redemption: Senior Preferred may not be redeemed for a period of three years from the 

date of this investment, except with the proceeds from a Qualified Equity 

Offering (as defined below) which results in aggregate gross proceeds to 

the QFI of not less than 25% of the issue price of the Senior Preferred. 

After the third anniversary of the date of this investment, the Senior 

Preferred may be redeemed, in whole or in part, at any time and from time 

to time, at the option of the QFI. All redemptions of the Senior Preferred 

shall be at 100% of its issue price, plus (i) in the case of cumulative Senior 

Preferred, any accrued and unpaid dividends and (ii) in the case of noncumulative Senior Preferred, accrued and unpaid dividends for the then 

current dividend period (regardless of whether any dividends are actually 

declared for such dividend period), and shall be subject to the approval of 

the QFI’s primary federal bank regulator. 

 “Qualified Equity Offering” shall mean the sale by the QFI after the date 

of this investment of Tier 1 qualifying perpetual preferred stock or 

common stock for cash. 

 Following the redemption in whole of the Senior Preferred held by the 

UST, the QFI shall have the right to repurchase any other equity security 

of the QFI held by the UST at fair market value. 

 

Restrictions 

on Dividends: For as long as any Senior Preferred is outstanding, no dividends may be 

declared or paid on junior preferred shares, preferred shares ranking pari 

passu with the Senior Preferred, or common shares (other than in the case 

of pari passu preferred shares, dividends on a pro rata basis with the 

Senior Preferred), nor may the QFI repurchase or redeem any junior 

preferred shares, preferred shares ranking pari passu with the Senior 

Preferred or common shares, unless (i) in the case of cumulative Senior 
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Preferred all accrued and unpaid dividends for all past dividend periods on 

the Senior Preferred are fully paid or (ii) in the case of non-cumulative 

Senior Preferred the full dividend for the latest completed dividend period 

has been declared and paid in full. 

Common dividends: The UST’s consent shall be required for any increase in common 

dividends per share until the third anniversary of the date of this 

investment unless prior to such third anniversary the Senior Preferred is 

redeemed in whole or the UST has transferred all of the Senior Preferred 

to third parties. 

Repurchases: The UST’s consent shall be required for any share repurchases (other than 

(i) repurchases of the Senior Preferred and (ii) repurchases of junior 

preferred shares or common shares in connection with any benefit plan in 

the ordinary course of business consistent with past practice) until the 

third anniversary of the date of this investment unless prior to such third 

anniversary the Senior Preferred is redeemed in whole or the UST has 

transferred all of the Senior Preferred to third parties. In addition, there 

shall be no share repurchases of junior preferred shares, preferred shares 

ranking pari passu with the Senior Preferred, or common shares if 

prohibited as described above under “Restrictions on Dividends”. 

Voting rights: The Senior Preferred shall be non-voting, other than class voting rights on 

(i) any authorization or issuance of shares ranking senior to the Senior 

Preferred, (ii) any amendment to the rights of Senior Preferred, or (iii) any 

merger, exchange or similar transaction which would adversely affect the 

rights of the Senior Preferred. 

 

 If dividends on the Senior Preferred are not paid in full for six dividend 

periods, whether or not consecutive, the Senior Preferred will have the 

right to elect 2 directors. The right to elect directors will end when full 

dividends have been paid for four consecutive dividend periods.

 

Transferability: The Senior Preferred will not be subject to any contractual restrictions on 

transfer. The QFI will file a shelf registration statement covering the 

Senior Preferred as promptly as practicable after the date of this 

investment and, if necessary, shall take all action required to cause such 

shelf registration statement to be declared effective as soon as possible. 

The QFI will also grant to the UST piggyback registration rights for the 

Senior Preferred and will take such other steps as may be reasonably 

requested to facilitate the transfer of the Senior Preferred including, if 

requested by the UST, using reasonable efforts to list the Senior Preferred 

on a national securities exchange. If requested by the UST, the QFI will 

appoint a depositary to hold the Senior Preferred and issue depositary 

receipts. 
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Executive 

Compensation: As a condition to the closing of this investment, the QFI and its senior 

executive officers covered by the EESA shall modify or terminate all 

benefit plans, arrangements and agreements (including golden parachute 

agreements) to the extent necessary to be in compliance with, and 

following the closing and for so long as UST holds any equity or debt 

securities of the QFI, the QFI shall agree to be bound by, the executive 

compensation and corporate governance requirements of Section 111 of 

the EESA and any guidance or regulations issued by the Secretary of the 

Treasury on or prior to the date of this investment to carry out the 

provisions of such subsection. As an additional condition to closing, the 

QFI and its senior executive officers covered by the EESA shall grant to 

the UST a waiver releasing the UST from any claims that the QFI and 

such senior executive officers may otherwise have as a result of the 

issuance of any regulations which modify the terms of benefits plans, 

arrangements and agreements to eliminate any provisions that would not 

be in compliance with the executive compensation and corporate 

governance requirements of Section 111 of the EESA and any guidance or 

regulations issued by the Secretary of the Treasury on or prior to the date 

of this investment to carry out the provisions of such subsection. 

Summary of Warrant Terms

Warrant: The UST will receive warrants to purchase a number of shares of common 

stock of the QFI having an aggregate market price equal to 15% of the 

Senior Preferred amount on the date of investment, subject to reduction as 

set forth below under “Reduction”. The initial exercise price for the 

warrants, and the market price for determining the number of shares of 

common stock subject to the warrants, shall be the market price for the 

common stock on the date of the Senior Preferred investment (calculated 

on a 20-trading day trailing average), subject to customary anti-dilution 

adjustments. The exercise price shall be reduced by 15% of the original 

exercise price on each six-month anniversary of the issue date of the 

warrants if the consent of the QFI stockholders described below has not 

been received, subject to a maximum reduction of 45% of the original 

exercise price.

Term: 10 years 

Exercisability: Immediately exercisable, in whole or in part 

Transferability: The warrants will not be subject to any contractual restrictions on transfer; 

provided that the UST may only transfer or exercise an aggregate of onehalf of the warrants prior to the earlier of (i) the date on which the QFI has 

received aggregate gross proceeds of not less than 100% of the issue price 
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of the Senior Preferred from one or more Qualified Equity Offerings and 

(ii) December 31, 2009. The QFI will file a shelf registration statement 

covering the warrants and the common stock underlying the warrants as 

promptly as practicable after the date of this investment and, if necessary, 

shall take all action required to cause such shelf registration statement to 

be declared effective as soon as possible. The QFI will also grant to the 

UST piggyback registration rights for the warrants and the common stock 

underlying the warrants and will take such other steps as may be 

reasonably requested to facilitate the transfer of the warrants and the 

common stock underlying the warrants. The QFI will apply for the listing 

on the national exchange on which the QFI’s common stock is traded of 

the common stock underlying the warrants and will take such other steps 

as may be reasonably requested to facilitate the transfer of the warrants or 

the common stock. 

Voting: The UST will agree not to exercise voting power with respect to any 

shares of common stock of the QFI issued to it upon exercise of the 

warrants. 

Reduction: In the event that the QFI has received aggregate gross proceeds of not less 

than 100% of the issue price of the Senior Preferred from one or more 

Qualified Equity Offerings on or prior to December 31, 2009, the number 

of shares of common stock underlying the warrants then held by the UST 

shall be reduced by a number of shares equal to the product of (i) the 

number of shares originally underlying the warrants (taking into account 

all adjustments) and (ii) 0.5. 

Consent: In the event that the QFI does not have sufficient available authorized 

shares of common stock to reserve for issuance upon exercise of the 

warrants and/or stockholder approval is required for such issuance under 

applicable stock exchange rules, the QFI will call a meeting of its 

stockholders as soon as practicable after the date of this investment to 

increase the number of authorized shares of common stock and/or comply 

with such exchange rules, and to take any other measures deemed by the 

UST to be necessary to allow the exercise of warrants into common stock. 

Substitution: In the event the QFI is no longer listed or traded on a national securities 

exchange or securities association, or the consent of the QFI stockholders 

described above has not been received within 18 months after the issuance 

date of the warrants, the warrants will be exchangeable, at the option of 

the UST, for senior term debt or another economic instrument or security 

of the QFI such that the UST is appropriately compensated for the value of 

the warrant, as determined by the UST.