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 “Bank”) intends to issue in a 

private placement the subordinated debentures set forth on Schedule A hereto (the “Senior 

Subordinated Securities”) and a warrant to purchase the Senior Subordinated Securities set forth 

on Schedule A hereto (the “Warrant” and, together with the Senior Subordinated Securities, the 

“Purchased Securities”) and the United States Department of the Treasury (the “Investor”) 

intends to purchase from the Bank the Purchased Securities. 

The purpose of this letter agreement is to confirm the terms and conditions of the 

purchase by the Investor of the Purchased Securities. Except to the extent supplemented or 

superseded by the terms set forth herein or in the Schedules hereto, the provisions contained in 

the Securities Purchase Agreement – Standard Terms attached hereto as Exhibit A (the 

“Securities Purchase Agreement”) are incorporated by reference herein. Terms that are defined 

in the Securities Purchase Agreement are used in this letter agreement as so defined. In the event 

of any inconsistency between this letter agreement and the Securities Purchase Agreement, the 

terms of this letter agreement shall govern. 

Each of the Bank and the Investor hereby confirms its agreement with the other party 

with respect to the issuance by the Bank of the Purchased Securities and the purchase by the 

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

Agreement on the terms specified on Schedule A hereto. 

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

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

the entire agreement, and supersede all other prior agreements, understandings, representations 

and warranties, both written and oral, between the parties, with respect to the subject matter 

hereof. This letter agreement constitutes the “Letter Agreement” referred to in the Securities 

Purchase Agreement. 

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

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

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

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

pages had been delivered. 

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

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

UNITED STATES DEPARTMENT OF THE 

TREASURY 

By: 

Name: ______________________________ 

Title: _______________________________ 

BANK: _________________________ 

By: 

Name: ______________________________ 

Title: _______________________________ 

Date: ______________, 2009 
SCHEDULE A 

ADDITIONAL TERMS AND CONDITIONS

Bank Information: 

Name of the Bank: 

Organizational Form: 

Jurisdiction of Organization: 

Appropriate Federal Banking Agency: 

Notice Information: 

Terms of the Purchase: 

Original Principal Amount of Senior Subordinated 

Securities in the form of Annex C purchased: 

Denomination amount $1,000.00 

Maturity: 30 years

Ranking Senior to the Bank’s shares of equity (if and upon 

conversion to a stock-based entity), mutual capital 

certificates, other capital instruments authorized 

by law, non-withdrawable accounts and other 

mutual interests in the Bank. Subordinated to 

claims of depositors and debt obligations of 

general and secured creditors, unless made 

specifically pari passu or subordinated to the 

Senior Subordinated Securities. 

Interest Rate: 7.7% per annum until the fifth anniversary of the 

date hereof, and thereafter at a rate of 13.8% per 

annum.

Interest Payment Dates: Quarterly, in arrears, February 15, May 15, 

August 15 and November 15 of each year.
Restriction on Acceleration: Principal and accrued interest may only become 

immediately due and payable (i.e. accelerated) 

upon the receivership of the Bank unless the 

Senior Subordinated Securities lose their status as 

regulatory capital, in which case they may be 

accelerated after other defaults. 

Net Principal Amount of Senior Subordinated 

Securities issued upon exercise of Warrant (after net 

settlement): 

5% of the amount of subordinated debentures 

purchased as of the date hereof.

Exercise Price of the Senior Subordinated Securities 

issued upon exercise of Warrant: 

Net Principal Amount divided by Denomination 

Amount multiplied by $0.01.

Closing: 

Location of Closing: 

Time of Closing: 

Date of Closing: 

Wire Information for Closing: ABA Number: 

Bank: 

Account Name: 

Account Number: 

Beneficiary: 

Contact for Confirmation of Wire Information: 
SCHEDULE B 

CAPITALIZATION

Capitalization date: 

Mutual Capital Interests

Type of Interest: 

Par Value: 

Total Authorized: 

Outstanding: 

Reserved for Issuance upon Conversion, 

Exercise or Exchange of Securities: 

Remaining authorized but unissued: 

Subordinated Debt: 

Additional Dividends Paid in 2008: 

Total Dividends Paid in 2008:

Holders of 5% or more of 

Mutual Capital Interests

Primary Address

Describe any commitments to authorize, issue or sell Mutual Capital Interests: 

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

LITIGATION

List any exceptions to the representation and warranty in Section 2.2(l) of the Securities 

Purchase Agreement – Standard Terms. 

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

COMPLIANCE WITH LAWS

List any exceptions to the representation and warranty in the second sentence of Section 2.2(m) 

of the Securities Purchase Agreement – Standard Terms. 

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

List any exceptions to the representation and warranty in the last sentence of Section 2.2(m) of 

the Securities Purchase Agreement – Standard Terms. 

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

REGULATORY AGREEMENTS

List any exceptions to the representation and warranty in Section 2.2(s) of the Securities 

Purchase Agreement – Standard Terms. 

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

REGULATORY AGREEMENTS

List any exceptions to the representation and warranty in Section 2.2(w) of the Securities 

Purchase Agreement – Standard Terms. 

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