ANNEX D 

FORM OF WARRANT SENIOR SUBORDINATED SECURITIES

(FORM OF FACE OF NOTE) 

“THIS SENIOR SUBORDINATED SECURITY WILL BE ISSUED AND MAY BE 

TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $1,000 AND 

MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER 

OF SUCH SECURITIES IN A DENOMINATION OF LESS THAN $1,000 AND 

MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID 

AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED 

TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH 

SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE 

RECEIPT OF PAYMENTS ON SUCH SECURITIES, AND SUCH PURPORTED 

TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN 

SUCH SECURITIES. 

THIS SECURITY IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN 

THE LETTER AGREEMENT BY AND BETWEEN THE COMPANY AND THE 

UNITED STATES DEPARTMENT OF THE TREASURY AND SECURITIES 

PURCHASE AGREEMENT – STANDARD TERMS (THE “AGREEMENT”), EACH 

OF WHICH ARE INCORPORATED INTO THIS NOTE. 

THIS OBLIGATION IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IS NOT 

INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE 

CORPORATION, THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE 

SYSTEM OR ANY OTHER GOVERNMENTAL AGENCY. THIS OBLIGATION IS 

SUBORDINATED TO THE CLAIMS OF GENERAL AND SECURED CREDITORS 

OF THE COMPANY AND IS NOT SECURED. 

THIS SECURITY HAS 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 THIS SECURITY 

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 THIS SECURITY 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 

D - 2 
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 RULE 144A, (C) TO THE 

COMPANY 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 THIS 

SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF 

THIS LEGEND. 

THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON 

TRANSFER AND OTHER PROVISIONS OF THE AGREEMENT BETWEEN THE 

COMPANY AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH 

IS ON FILE WITH THE COMPANY. THIS SECURITY 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.” 

[NAME OF COMPANY] 

CUSIP No. _____________ 

 $ 

13.8% SENIOR SUBORDINATED SECURITY DUE 2039 

[Company], an organization mutual in form organized under the laws of [_________] 

(the “Company,” which term includes any permitted successor thereto), for value received, 

hereby promises to pay to the order of the United States Department of the Treasury or registered 

assigns, by wire transfer, the principal sum of $_________________________ 

(__________________ Dollars) on _________________, 2039 (the “Maturity Date”) (or any 

earlier redemption date or date of acceleration of the Maturity Date) and to pay interest on the 

outstanding principal amount of this Senior Subordinated Security Due 2039 (this “Senior 

Subordinated Security”) from _________________, or from the most recent interest payment 

date to which interest has been paid or duly provided for, quarterly in arrears (subject to deferral 

as set forth in Section 5.6 of the Agreement) on February 15, May 15, August 15 and November 

15 of each year (each such date, an “Interest Payment Date”), commencing on ____________ 

_____, at the rate of 13.8% per annum (each such interest rate, the applicable “Interest Rate”) 

until the principal hereof shall have been paid or duly provided for, compounded quarterly, and 

on any overdue principal and on any overdue installment of interest (without duplication and to 

the extent that payment of such interest is enforceable under applicable law) at the same rate per 

annum. The amount of interest payable hereon shall be computed on the basis of a 360 day year 

comprised of twelve 30-day months. 

D - 3 
This Senior Subordinated Security is one of the Senior Subordinated Securities referred 

to in the Letter Agreement and Securities Purchase Agreement – Standard Terms, dated as of 

___________ (as amended, modified or restated from time to time, the “Agreement”), by and 

among the Company and the United States Department of the Treasury, as the initial Investor 

(the “Investor”). Capitalized terms used in this Senior Subordinated Security are defined in the 

Agreement, unless otherwise expressly stated herein. The Senior Subordinated Security is 

entitled to the benefits of the Agreement and is subject to all of the agreements, terms and 

conditions contained therein, all of which are incorporated herein by this reference. This Senior 

Subordinated Security may be redeemed, in whole or in part, in accordance with the terms and 

conditions set forth in the Agreement. 

Interest

The interest installment so payable, and punctually paid or duly provided for, on any 

Interest Payment Date will be paid to the person in whose name this Senior Subordinated 

Security is registered at the close of business on the regular record date for such installment of 

interest, which date shall be at the close of business on the 1st calendar day (whether or not a 

business day) of the month in which each Interest Payment Date occurs (each such date, the 

“Regular Record Date”). Any such installment of interest (other than Deferred Interest) not 

punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such 

Regular Record Date and shall be paid to the person in whose name this Senior Subordinated 

Security is registered at the close of business on a special record date to be fixed by the Board of 

Directors for the payment of such defaulted interest, notice whereof shall be given to the Holders 

of Senior Subordinated Securities not less than 10 days prior to such special record date, or may 

be paid at any time in any other lawful manner not inconsistent with the requirements of any 

securities exchange on which the Senior Subordinated Securities may be listed and upon such 

notice as may be required by such exchange. In no event, however, shall interest exceed the 

maximum rate permitted by applicable law. 

If an Interest Payment Date or the Maturity Date falls on a day that is not a “business 

day” (as defined in the Agreement), the related payment of principal or interest will be paid on 

the next business day, with the same force and effect as if made on such date, and no interest on 

such payments will accrue from and after such Interest Payment Date or Maturity Date, as the 

case may be. Interest payable on the Maturity Date of the Senior Subordinated Securities will be 

paid to the registered Holder to whom the principal is payable upon presentation and surrender 

for cancellation. 

Method of Payment

The principal of this Senior Subordinated Security shall be payable upon surrender hereof 

and interest on this Senior Subordinated Security shall be payable at the office or agency of the 

Company or an agent appointed for that purpose in any coin or currency of the United States of 

America that at the time of payment is legal tender for payment of public and private debts; 

provided, however, that payment of interest shall be made by the Company to the Holders of this 

Senior Subordinated Security entitled thereto as shown on the Senior Note Register by wire 

transfer of immediately available funds to any account with a banking institution located in the 

United States designated by such Holder no later than the related Regular Record Date. 

D - 4 
Subordination 

The indebtedness evidenced by this Senior Subordinated Security is, to the extent 

provided in the Agreement, senior to the claims of holders of Mutual Capital Interests and 

holders of shares of equity in the Company (if and upon conversion of the Company to a stockbased entity) and subordinate and junior in right of payment to the Company’s debt obligations 

to its general and secured creditors, unless such debt obligations are explicitly made pari passu

or subordinated to the Senior Subordinated Securities of the Company in accordance with 

holding company regulations of the Appropriate Federal Banking Agency, if applicable. Each 

Holder of this Senior Subordinated Security, by accepting the same agrees to and shall be bound 

by such provisions of the Agreement. Each Holder hereof, by his or her acceptance hereof, 

hereby waives all notice of the acceptance of the subordination provisions contained herein and 

in the Agreement by each holder of Senior Indebtedness, whether now outstanding or hereafter 

incurred, and waives reliance by each such holder upon said provisions. 

The provisions of this Senior Subordinated Security are continued on the reverse side 

hereof and such provisions shall for all purposes have the same effect as though fully set forth at 

this place. 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed 

this ___________ day of ___________, _________. 

[NAME OF COMPANY] 

By: 

Name: 

Title: 

Attest: 

By: 

Name: 

Title: 

D - 5 
(FORM OF REVERSE OF NOTE) 

This Senior Subordinated Security is one of the Senior Subordinated Securities of the 

Company (herein sometimes referred to as the “Senior Subordinated Securities”), issued or to be 

issued under and pursuant to a Letter Agreement and Securities Purchase Agreement – Standard 

Terms, dated as of ___________ (as amended, modified or restated from time to time, the 

“Agreement”), by and between the Company and the United States Department of the Treasury, 

as the initial Investor (the “Investor”), to which Agreement reference is hereby made for a 

description of the rights, limitations of rights, obligations, duties and immunities thereunder of 

Company and the Holders of the Senior Subordinated Securities. This Senior Subordinated 

Security is a single series note with a face value in aggregate principal amount as set forth on the 

front of this Senior Subordinated Security. 

Defaults and Remedies 

If an Event of Default involving bankruptcy or certain provisions relating to deferral of 

interest as provided for under Section 4.1(f) of the Agreement occurs, then the principal of, 

interest accrued on, and other obligations payable under this Senior Subordinated Security and 

the Transaction Documents, will immediately become due and payable. Notwithstanding 

anything to the contrary herein or in the Agreement, other than Sections 4.2(b) and 4.2(c) of the 

Agreement, there is no right of acceleration for any Default, including a default in the payment 

of principal or interest or the performance of any other covenant or obligation by the Company, 

or Event of Default under this Senior Subordinated Security or the Agreement. 

Amendment and Waiver 

No amendment, modification, termination or waiver of any provision of the Agreement, 

the Senior Notes or any of the other Transaction Documents, or consent to any departure by the 

Company therefrom, shall be effective unless made in writing and signed by an officer or a duly 

authorized representative of the Company and, in the case of the Warrant, the holder thereof, and 

in the case of the Senior Notes, the Majority Holders; provided that the Investor may unilaterally 

amend any provision of the Agreement to the extent required to comply with any changes after 

the Signing Date in applicable federal statutes; provided further that no amendment, 

modification, termination or waiver with respect to the Senior Notes shall, unless in writing and 

signed by all Holders, do any of the following: (A) change the principal of or the rate of interest 

on any Senior Note; (B) extend any date fixed for any payment of principal or interest; 

(C) change the definition of the term “Majority Holders” or the percentage of Holders which 

shall be required for Holders to take any action hereunder; or (D) consent to the assignment, 

delegation or other transfer by the Company of any of its rights and obligations under any 

Transaction Documents. 

Any such consent or waiver by the Holder of this Senior Subordinated Security shall be 

conclusive and binding upon such Holder and upon all future Holders of this Senior 

Subordinated Security and of any Senior Subordinated Security issued in exchange herefor or in 

place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any 

notation of such consent or waiver is made upon this Senior Subordinated Security. 

D - 6 
No reference herein to the Agreement and no provision of this Senior Subordinated 

Security or of the Agreement shall alter or impair the obligation of the Company, which is 

absolute and unconditional, to pay the principal of and interest on this Senior Subordinated 

Security at the time and place and at the rate and in the money herein prescribed. 

Limitation on Dividends and Repurchases of Equity Securities

The Company’s ability to declare and pay dividends and purchase or acquire Mutual 

Capital Interests, Trust Preferred Securities or any shares of capital stock or other equity 

securities of any kind of any Company Subsidiary or any Senior Note is limited by the terms of 

the Agreement. The Company’s ability to redeem this Senior Subordinated Security is limited 

by the terms of the Agreement. 

Interest Deferral and Voting Rights

The Company may defer interest paid on the Senior Subordinated Securities, subject to 

the terms and conditions in the Agreement. The Holders of this Senior Subordinated Security 

will be permitted to vote for, appoint, nominate or designate two directors in the event interest is 

deferred for six quarters (regardless of whether such quarters are consecutive) as provided in the 

Agreement. Deferral of interest in excess of 20 quarters constitutes an “Event of Default” as 

defined in the Agreement. 

Denominations; Transfer; Exchange 

The Senior Subordinated Securities are issuable only in registered form without coupons 

in minimum denominations of $1,000.00 and integral multiples of $1,000.00 in excess thereof. 

As provided in the Agreement, this Senior Subordinated Security is transferable by the Holder 

hereof on the Senior Note Register maintained by the Company or its agent, upon surrender of 

this Senior Subordinated Security for registration of transfer at the office or agency of the 

Company or its agent, accompanied by a written instrument or instruments of transfer in form 

satisfactory to the Company duly executed by the Holder hereof or his or her attorney duly 

authorized in writing, and thereupon one or more new Senior Subordinated Securities of 

authorized denominations and for the same aggregate principal amount will be issued to the 

designated transferee or transferees. No service charge will be made for any such registration of 

transfer, but the Company may require payment of a sum sufficient to cover any tax or other 

governmental charge payable in relation thereto. 

Prior to due presentment for registration of transfer of this Senior Subordinated Security, 

the Company and any agent thereof may deem and treat the Holder hereof as the absolute owner 

hereof (whether or not this Senior Subordinated Security shall be overdue and notwithstanding 

any notice of ownership or writing hereon made) for the purpose of receiving payment of or on 

account of the principal hereof and (subject to the Agreement) interest due hereon and for all 

other purposes, and none of the Company or any agent thereof shall be affected by any notice to 

the contrary. 

D - 7 
Redemption

This Senior Subordinated Security may not be redeemed or repurchased by the Company 

until all of the Company’s 7.7% Senior Subordinated Securities and interest thereon have been 

paid in full. 

No Recourse Against Others 

No recourse shall be had for the payment of the principal of or interest on this Senior 

Subordinated Security, or for any claim based hereon, or otherwise in respect hereof, or based on 

or in respect of the Agreement or any other Transaction Document, against any incorporator, 

Mutual Interest Holder, employee, officer or director, as such, past, present or future, as such, of 

the Company or of any successor thereto, whether by virtue of any constitution, statute or rule of 

law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by 

the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived 

and released. 

Governing Law 

THE AGREEMENT AND THIS SENIOR SUBORDINATED SECURITY SHALL 

EACH BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE 

FEDERAL LAWS OF THE UNITED STATES, IF AND TO THE EXTENT SUCH LAWS 

ARE 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. 

Abbreviations 

The following abbreviations, when used in the inscription on the face of this Senior 

Subordinated Security, shall be construed as though they were written out in full according to 

applicable laws or regulations: 

TEN CON – as tenants in common TEN ENT – as tenants in the entireties 

JT TEN – as joint tenants with right of survival 

UNIF GIFT MIN ACT – under Uniform Gift to Minors Act and not as tenants 

Additional abbreviations may also be used though not in the above list. 

D - 8 
D - 9 

ASSIGNMENT 

FOR VALUE RECEIVED, the undersigned hereby assigns and transfers this Senior 

Subordinated Security to: 

(Assignee’s social security or tax identification number) 

(Address and zip code of assignee) 

and irrevocably appoints _________________________ agent to transfer this Senior 

Subordinated Security on the books of the Company. The agent may substitute another to act for 

him or her. 

Date: 

 Signature: 

(Sign exactly as your name appears on the other side of this Senior Subordinated Security) 

Signature Guarantee: ______________________________ 

[Signature must be guaranteed by an “eligible guarantor 

institution” that is a bank, stockbroker, savings and loan 

association or credit union meeting the requirements of the 

Registrar, which requirements include membership or participation 

in the Securities Transfer Agents Medallion Program 

(“STAMP”) or such other “signature guarantee program” as may 

be determined by the Registrar in addition to, or in substitution for, 

STAMP, all in accordance with the Securities Exchange Act of 

1934, as amended.]