FOR REFERENCE ONLY – NOT FOR EXECUTION – UPDATED 3.25.2022

(ECIP Mutual Institutions/Subchapter S Corporations

Subordinated Debt)

ANNEX A

FORM OF SUBORDINATED SECURITY

(FORM OF FACE OF SECURITY)

THIS SUBORDINATED SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED 

ONLY IN DENOMINATIONS OF A MINIMUM 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 OR IN A DENOMINATION OTHER THAN IN A 

MULTIPLE 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 ISSUER AND THE UNITED STATES 

DEPARTMENT OF THE TREASURY AND SECURITIES PURCHASE AGREEMENT –

STANDARD TERMS (TOGETHER, THE “AGREEMENT”), EACH OF WHICH ARE 

INCORPORATED INTO THIS SUBORDINATED SECURITY.

THE TERMS UNDER WHICH THE ISSUER MAY PREPAY THIS SUBORDINATED 

SECURITY ARE SET FORTH IN THE AGREEMENT.

THE PAYMENT OF PRINCIPAL OF OR INTEREST ON THIS SUBORDINATED DEBT 

SECURITY MAY NOT BE ACCELERATED WITHOUT THE PRIOR APPROVAL OF THE 

APPROPRIATE FEDERAL BANKING AGENCY IF REQUIRED UNDER RULES OR 

REGULATIONS OF SUCH APPROPRIATE FEDERAL BANKING AGENCY, AND THE 

ISSUER MAY NOT REDEEM THIS SUBORDINATED DEBT SECURITY PRIOR TO 

MATURITY, REPURCHASE THIS SUBORDINATED DEBT SECURITY, OR EXERCISE A 

CALL OPTION IN CONNECTION WITH THIS SUBORDINATED DEBT SECURITY 

WITHOUT THE PRIOR APPROVAL OF THE APPROPRIATE FEDERAL BANKING 

AGENCY IF REQUIRED UNDER RULES OR REGULATIONS OF SUCH APPROPRIATE 

FEDERAL BANKING AGENCY.

THIS SECURITY MAY BE FULLY SUBORDINATED TO INTERESTS HELD BY THE U.S. 

GOVERNMENT IN THE EVENT THAT THE ISSUER ENTERS INTO A RECEIVERSHIP, 

INSOLVENCY, LIQUIDATION, OR SIMILAR PROCEEDING.

[IF THE ISSUER IS A BANK HOLDING COMPANY, SAVINGS AND LOAN HOLDING 

COMPANY, NATIONAL BANK OR FEDERAL SAVINGS ASSOCIATION, INCLUDE: THIS 

SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 
FOR REFERENCE ONLY – NOT FOR EXECUTION – UPDATED 3.25.2022

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(THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, OR (IF THE 

ISSUER IS A NATIONAL BANK OR FEDERAL SAVINGS ASSOCIATION) PART 16 OF 

THE REGULATIONS OF THE OFFICE OF THE COMPTROLLER OF THE CURRENCY 

(“PART 16”), 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 AND PART 

16 (IF APPLICABLE) OR PURSUANT TO AN EXEMPTION FROM REGISTRATION 

UNDER SUCH ACT OR SUCH LAWS OR SUCH REGULATIONS, AS APPLICABLE. 

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 (IF 

THE ISSUER IS A NATIONAL BANK OR FEDERAL SAVINGS ASSOCIATION, AS 

INCORPORATED INTO PART 16). 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 OR PART 16, AS APPLICABLE, (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 RULE 144A (IF THE 

ISSUER IS A NATIONAL BANK OR FEDERAL SAVINGS ASSOCIATION, AS 

INCORPORATED INTO PART 16), (C) TO THE ISSUER OR (D) PURSUANT TO ANY 

OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF 

THE SECURITIES ACT AND PART 16, AS APPLICABLE, 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.]

[IF THE ISSUER IS A FEDERAL SAVINGS ASSOCIATION, INCLUDE: WITHOUT LIMITING 

THE FOREGOING, AN INDENTURE MEETING THE REQUIREMENTS OF 12 C.F.R. 

5.56(d) MUST BE IN PLACE BEFORE THIS SECURITY IS TRANSFERRED TO ANY 

PERSON WHO IS NOT AN “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a) 

UNDER THE SECURITIES ACT).] 

THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND 

OTHER PROVISIONS OF THE AGREEMENT, 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.
FOR REFERENCE ONLY – NOT FOR EXECUTION – UPDATED 3.25.2022

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THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED 

OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY 

OTHER GOVERNMENT AGENCY.

THIS SECURITY IS SUBORDINATED TO THE CLAIMS OF GENERAL AND SECURED 

CREDITORS, IS NOT SECURED AND IS SUBORDINATE AND JUNIOR IN ITS RIGHT 

OF PAYMENT TO THE OBLIGATIONS OF ALL CREDITORS, INCLUDING BOTH 

SECURED AND UNSECURED OR GENERAL CREDITORS, AND TO ALL “SENIOR 

INDEBTEDNESS” AS DEFINED IN THE AGREEMENT, EXCEPT THOSE SPECIFICALLY 

DESIGNATED AS RANKING ON A PARITY WITH, OR SUBORDINATED TO, THIS 

SUBORDINATED SECURITY.

[IF THE ISSUER IS AN INSURED DEPOSITORY INSTITUTION, INCLUDE: THIS 

SECURITY IS ALSO SUBORDINATED TO CLAIMS OF DEPOSITORS AND IS 

INELIGIBLE AS COLLATERAL FOR A LOAN BY THE ISSUER.] 

[IF THE ISSUER IS A FEDERAL SAVINGS ASSOCIATION, INCLUDE: THIS SECURITY IS 

ALSO SUBORDINATED ON LIQUIDATION, AS TO PRINCIPAL, INTEREST, AND 

PREMIUM, TO ALL CLAIMS AGAINST THE ISSUER THAT HAVE THE SAME 

PRIORITY AS SAVINGS ACCOUNTS OR A HIGHER PRIORITY.] THIS SECURITY IS 

NOT SECURED BY THE ISSUER’S ASSETS OR THE ASSETS OF ANY AFFILIATE OF 

THE ISSUER. AN AFFILIATE MEANS ANY PERSON OR COMPANY THAT CONTROLS, 

IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH THE ISSUER. THIS 

SECURITY IS NOT ELIGIBLE COLLATERAL FOR A LOAN BY THE ISSUER.

[IF THE ISSUER IS AN INSURED DEPOSITORY INSTITUTION, INCLUDE: PURSUANT TO 

12 U.S.C. 1828(b), THE ISSUER SHALL NOT PAY ANY DIVIDENDS ON ITS CAPITAL 

STOCK OR INTEREST ON ITS CAPITAL NOTES OR DEBENTURES (IF SUCH 

INTEREST IS REQUIRED TO BE PAID ONLY OUT OF NET PROFITS) OR DISTRIBUTE 

ANY OF ITS CAPITAL ASSETS WHILE IT REMAINS IN DEFAULT IN THE PAYMENT 

OF ANY ASSESSMENT DUE TO THE FEDERAL DEPOSIT INSURANCE 

CORPORATION.]

[IF THE ISSUER IS AN INSURED DEPOSITORY INSTITUTION, INCLUDE: PURSUANT TO 

12 U.S.C. 1831o(h), THE ISSUER MAY NOT MAKE ANY PAYMENT OF PRINCIPAL OR 

INTEREST ON THIS OBLIGATION BEGINNING 60 DAYS AFTER BECOMING 

CRITICALLY UNDERCAPITALIZED, UNLESS THE FEDERAL DEPOSIT INSURANCE 

CORPORATION HAS MADE AN EXCEPTION PURSUANT TO 12 U.S.C. 1831o(h)(2)(B).] 

PURSUANT TO SECTION 11 OF THE REGULATORY CAPITAL RULES SET FORTH IN 

12 C.F.R. PART 3 (WITH RESPECT TO NATIONAL BANKS AND FEDERAL SAVINGS 

ASSOCIATIONS), 12 C.F.R. PART 217 (WITH RESPECT TO BANK HOLDING 

COMPANIES, SAVINGS AND LOAN HOLDING COMPANIES AND STATE MEMBER 

BANKS) AND 12 C.F.R. PART 324 (WITH RESPECT TO STATE NONMEMBER BANKS 

OR STATE SAVINGS ASSOCIATIONS), THE ISSUER WILL BE SUBJECT TO 

LIMITATIONS ON DISTRIBUTIONS (INCLUDING PAYMENTS OF INTEREST ON THIS 
FOR REFERENCE ONLY – NOT FOR EXECUTION – UPDATED 3.25.2022

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SUBORDINATED SECURITY) IF THE ISSUER DOES NOT SATISFY ITS CAPITAL 

BUFFER REQUIREMENT IN FULL.

[IF THE ISSUER IS AN INSURED DEPOSITORY INSTITUTION, INCLUDE: WITH RESPECT 

TO AN INSOLVENCY OF THE ISSUER, THE FEDERAL DEPOSIT INSURANCE 

CORPORATION, ACTING AS RECEIVER, HAS THE AUTHORITY TO TRANSFER THE 

ISSUER’S OBLIGATION UNDER THIS SUBORDINATED SECURITY AND TO 

SUPERSEDE OR VOID ANY DEFAULT, ACCELERATION, OR SUBORDINATION THAT 

MAY HAVE OCCURRED.]

[IF THE ISSUER IS AN INSURED DEPOSITORY INSTITUTION, INCLUDE: IF THE ISSUER 

IS “UNDERCAPITALIZED” AS DEFINED BY APPLICABLE LAW AND FAILS TO 

SATISFACTORILY IMPLEMENT A REQUIRED CAPITAL RESTORATION PLAN, THE 

ISSUER MAY BE SUBJECT TO ALL THE ADDITIONAL RESTRICTIONS AND 

REQUIREMENTS APPLICABLE TO A “SIGNIFICANTLY UNDERCAPITALIZED” 

INSTITUTION, AS DEFINED BY APPLICABLE LAW, INCLUDING BEING REQUIRED 

TO SELL SHARES IN THE ISSUER, BEING ACQUIRED BY A DEPOSITORY 

INSTITUTION HOLDING COMPANY, OR BEING MERGED OR CONSOLIDATED WITH 

ANOTHER DEPOSITORY INSTITUTION, AND SUCH AUTHORITY BY THE OCC 

SUPERSEDES AND VOIDS ANY DEFAULTS THAT MAY HAVE OCCURRED.]

[IF THE ISSUER IS AN INSURED DEPOSITORY INSTITUTION, INCLUDE: IF THE 

ISSUER IS “CRITICALLY UNDERCAPITALIZED,” AS DEFINED BY APPLICABLE LAW, 

THE ISSUER IS PROHIBITED FROM MAKING PRINCIPAL OR INTEREST PAYMENTS 

ON THIS SUBORDINATED SECURITY WITHOUT PRIOR REGULATORY APPROVAL.] 
FOR REFERENCE ONLY – NOT FOR EXECUTION – UPDATED 3.25.2022

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[NAME OF ISSUER]

ISSUANCE DATE: ____________

$______________

SUBORDINATED SECURITY DUE 20[•]1

(Adjustable Rate)

[Issuer], a [company or institution type] organized under the laws of [____] and 

an Eligible Financial Institution (the “Issuer,” which term includes any permitted successor 

thereto), for value received, hereby promises to pay the United States Department of the 

Treasury or registered assigns, by wire transfer, the principal sum of 

$_______________________ (_________________ Dollars) on __________________, 20[•]

(the “Maturity Date”) (or any earlier redemption date or date of acceleration of the Maturity 

Date) and to pay, in accordance herewith, interest on the outstanding principal amount of this 

Subordinated Security Due 20[•] (this “Subordinated Security”).

This Subordinated Security is one of the Subordinated Securities referred to in 

the Agreement (as defined on the reverse hereof), by and between the Issuer and the United 

States Department of the Treasury. Capitalized terms used in this Subordinated Security are 

defined in the Agreement, unless otherwise expressly stated herein. The Subordinated Security 

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

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

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

conditions set forth herein.

Section 1. Definitions. As used herein with respect to this Subordinated Security:

(a) “Aggregate Baseline” means, the “Aggregate Baseline Qualified Lending” 

set forth in the Applicable Quarterly Supplemental Report relating to the Last Reset Date. 

Notwithstanding the foregoing, if the Applicable Quarterly Supplemental Report relating to the 

Last Reset Date is restated pursuant to Section 4.1(h)(ii) of the Securities Purchase Agreement, 

“Aggregate Baseline” shall mean the “Aggregate Baseline Qualified Lending” set forth on such 

restated Applicable Quarterly Supplemental Report.

(b) “Aggregate Increase in Qualified Lending” means the Aggregate Qualified 

Lending minus the Aggregate Baseline.

(c) “Aggregate Qualified Lending” means the “Aggregate Annual Qualified 

Lending” set forth in the Applicable Quarterly Supplemental Report relating to the Last Reset 

Date. Notwithstanding the foregoing, if the Applicable Quarterly Supplemental Report relating 

to the Last Reset Date is restated pursuant to Section 4.1(h)(ii) of the Securities Purchase 

1 Note to Form: At the Issuer’s option, to be 15 or 30 years from the Original Issue Date. All 

Subordinated Securities issued by the Issuer to the United States Department of the Treasury as 

part of this transaction shall have the same maturity date. 
FOR REFERENCE ONLY – NOT FOR EXECUTION – UPDATED 3.25.2022

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Agreement, “Aggregate Qualified Lending” shall mean the “Aggregate Annual Qualified 

Lending” set forth on such restated Applicable Quarterly Supplemental Report.

(d) “Annual Reset Period” means the period from and including the First 

Reset Date, to, but excluding, the next following Reset Date, and thereafter each period from and 

including each Reset Date to, but excluding, the next following Reset Date; provided that the last 

Annual Reset Period will be the period from and including the Reset Date immediately preceding 

the Tenth Anniversary to, but excluding, the Last Reset Date. Each Reset Date “relates” to the 

Annual Reset Period commencing on such Reset Date, and vice versa (with the words “related” 

and “relating” having correlative meanings).

(e) “Applicable Interest Rate” has the meaning set forth in Section 2(a).

(f) “Applicable Investment Amount” means the Purchase Price, subject to 

adjustment pursuant to Section 2(a)(v).

(g) “Applicable Quarterly Supplemental Report” means, for the First Reset 

Date, the Quarterly Supplemental Report for the most recently completed calendar quarter for 

which the due date has occurred and, for each Reset Date thereafter, the Quarterly Supplemental 

Report for the most recently completed calendar quarter. 

(h) “Average Annual Increase in Qualified Lending” means the “Average 

Annual Increase in Qualified Lending” set forth in the Applicable Quarterly Supplemental 

Report relating to the Last Reset Date, which is based on the Aggregate Increase in Qualified 

Lending over a nine-year period preceding the Last Reset Date. Notwithstanding the foregoing, 

if the Applicable Quarterly Supplemental Report relating to the Last Reset Date is restated 

pursuant to Section 4.1(h)(ii) of the Securities Purchase Agreement, “Average Annual Increase 

in Qualified Lending” shall mean the “Average Annual Increase in Qualified Lending” set forth 

on such restated Applicable Quarterly Supplemental Report.

(i) “Average Applicable Investment Amount” means the “Average 

Applicable Investment Amount” set forth in the Applicable Quarterly Supplemental Report 

relating to the Last Reset Date.

(j) “Baseline” means the “Baseline Qualified Lending” set forth on the Initial 

Supplemental Report, subject to adjustment pursuant to Section 2(a)(iv). Notwithstanding the 

foregoing, if the Initial Supplemental Report is restated pursuant to Section 4.1(h)(ii) of the 

Securities Purchase Agreement, “Baseline” shall mean the “Baseline Qualified Lending” set 

forth on such restated Initial Supplemental Report, subject to adjustment pursuant to Section 

2(a)(iv).

(k) “Business Combination” means a merger, consolidation, statutory share 

exchange or similar transaction that requires the approval of the Issuer’s stockholders.

(l) “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 action to close.
FOR REFERENCE ONLY – NOT FOR EXECUTION – UPDATED 3.25.2022

A-7

(m) “Equity” has the meaning set forth in the Agreement. 

(n) “First Reset Date” means the Second Anniversary.

(o) “Initial Supplemental Report” means the supplemental report delivered by 

the Issuer to Treasury prior to the Original Issue Date pursuant to the Agreement.

(p) “Interest Payment Date” means March 15, June 15, September 15 and 

December 15 of each year.

(q) “Interest Period” means the period from and including any Interest 

Payment Date to, but excluding, the next Interest Payment Date; provided, however, the initial 

Interest Period shall be the period from and including the Second Anniversary to, but excluding, 

the next succeeding Interest Payment Date. Interest Payment Dates and Interest Periods will not 

be adjusted for Business Days. 

(r) “Last Reset Date” means the Interest Payment Date immediately 

following the Tenth Anniversary, provided that if the Tenth Anniversary is an Interest Payment 

Date, then the Last Reset Date shall be the date of the Tenth Anniversary.

(s) “Ninth Anniversary” means the date that is nine (9) years from the 

Original Issue Date.

(t) “Original Issue Date” means the date on which the Subordinated 

Securities are first issued.

(u) “Percentage Change in Qualified Lending” has the meaning set forth in 

Section 2(a)(ii).

(v) “Person” means a legal person, including any individual, corporation, 

estate, partnership, joint venture, association, joint-stock company, limited liability company or 

trust.

(w) “Purchase Price” means the purchase price for the Subordinated Securities 

set forth on Schedule A to the Letter Agreement.

(x) “Qualified Lending” means, with respect to any particular Reset Date 

other than the Last Reset Date, the “Annual Qualified Lending” set forth in the Applicable 

Quarterly Supplemental Report with respect to such Reset Date. Notwithstanding the foregoing, 

if the Applicable Quarterly Supplemental Report is restated pursuant to Section 4.1(h)(ii) of the 

Securities Purchase Agreement, “Qualified Lending” shall mean the “Annual Qualified Lending” 

set forth on such restated Applicable Quarterly Supplemental Report.

(y) “Quarterly Supplemental Report” means a quarterly supplemental report 

to be delivered by the Issuer to Treasury on or after the Original Issue Date pursuant to the 

Agreement.
FOR REFERENCE ONLY – NOT FOR EXECUTION – UPDATED 3.25.2022

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(z) “Rate Reduction Disqualifying Event” means any breach, violation or 

default by the Issuer of or under (i) (A) Section 104A of the Community Development Banking 

and Financial Institutions Act of 1994 (12 U.S.C. § 4701 et seq.), (B) any regulations 

promulgated thereunder, including, without limitation, the interim final rule promulgated by 

Treasury setting forth restrictions on executive compensation, share buybacks and dividends 

applicable to participants in the Emergency Capital Investment Program, originally codified at 

31 C.F.R. Part 35, or (C) any additional rules or regulations established in connection with the 

Emergency Capital Investment Program or (ii) any covenant, agreement or obligation of the 

Issuer set forth in the Agreement or this Subordinated Security, in each case, as determined by 

Treasury in its sole discretion. Notwithstanding the foregoing, a default in the payment of 

interest shall not give rise to a Rate Reduction Disqualifying Event. 

(aa) “Rate Reduction Disqualifying Period” means the period from and 

including the Interest Payment Date immediately following the occurrence of a Rate Reduction 

Disqualifying Event (provided that if a Rate Reduction Disqualifying Event occurs on an Interest 

Payment Date, the Rate Reduction Disqualifying Period shall commence on such Interest 

Payment Date), to, but excluding, the Interest Payment Date immediately following the 

occurrence of a Rate Reduction Termination Event. Any failure by Treasury to provide notice of 

a Rate Reduction Disqualifying Event or defect in such notice or the transmission thereof shall 

not affect the occurrence of a Rate Reduction Disqualifying Event or commencement or length 

of a Rate Reduction Disqualifying Period.

(bb) “Rate Reduction Termination Event” means the determination by 

Treasury, in its sole discretion, that the Rate Reduction Disqualifying Event has terminated. For 

the avoidance of doubt, notwithstanding any actual or purported remediation or cure of the 

breach, violation or default giving rise to a Rate Reduction Disqualifying Event by the Issuer, a 

Rate Reduction Disqualifying Event shall be ongoing from and including the occurrence thereof 

unless and until Treasury, in its sole discretion, provides notice to the Issuer of the termination 

thereof.

(cc) “Regular Record Date” has the meaning set forth in Section 2(b)(i).

(dd) “Reset Date” means, as applicable, the (i) First Reset Date, (ii) (x) if the 

First Reset Date is not an Interest Payment Date, each Interest Payment Date immediately 

following each annual anniversary of the First Reset Date through the Interest Payment Date 

immediately following the Ninth Anniversary or (y) if the First Reset Date is an Interest Payment 

Date, each Interest Payment Date occurring on each annual anniversary of the First Reset Date 

through the Interest Payment Date occurring on the Ninth Anniversary, and (iii) the Last Reset 

Date. Reset Dates will not be adjusted for Business Days.

(ee) “Second Anniversary” means the date that is two (2) years from the 

Original Issue Date.

(ff) “Tenth Anniversary” means the date that is ten (10) years from the 

Original Issue Date.

(gg) “Treasury” means the United States Department of the Treasury. 
FOR REFERENCE ONLY – NOT FOR EXECUTION – UPDATED 3.25.2022

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Section 2. Interest.

(a) Rate. 

(i) The “Applicable Interest Rate” shall be determined as follows: 

(A) From the Original Issue Date to, but excluding, the First Reset 

Date, the interest rate on this Subordinated Security shall be zero percent (0%) per 

annum;

(B) From and including the First Reset Date, to, but excluding, the Last 

Reset Date, during each applicable Annual Reset Period, the interest rate on this 

Subordinated Security shall be the applicable rate, expressed as a percentage per 

annum, set forth in column “A” of the table in Section 2(a)(iii), in each case 

determined by reference to the Applicable Quarterly Supplemental Report 

submitted to Treasury for the Reset Date relating to such Annual Reset Period; 

provided that if the Issuer shall fail to timely submit a complete and accurate 

Applicable Quarterly Supplemental Report during any Annual Reset Period, the 

interest rate on this Subordinated Security for the next Annual Reset Period shall 

be 2.0%; 

(C) From and including the Last Reset Date, to, but excluding, the 

Maturity Date, the interest rate on this Subordinated Security shall be the 

applicable rate, expressed as a percentage per annum, set forth in column “B” of 

the table in Section 2(a)(iii), determined by reference to the Applicable Quarterly 

Supplemental Report submitted to Treasury and relating to the Last Reset Date; 

provided that if the Issuer shall fail to timely submit a complete and accurate 

Applicable Quarterly Supplemental Report during the Annual Reset Period 

preceding the Last Reset Date, the interest rate on this Subordinated Security shall 

be 2.0% from and including the Last Reset Date; and

(D) Notwithstanding the foregoing, during any Rate Reduction 

Disqualifying Period, the Applicable Interest Rate shall be 2.0%.

(ii) The “Percentage Change in Qualified Lending” used to determine the 

Applicable Interest Rate for any Reset Date shall be the result of the following formulas, 

as applicable, expressed as a percentage: 

(A) With respect to each Reset Date other than the Last Reset Date: 

(i)(x) the Qualified Lending set forth in the Applicable Quarterly Supplemental 

Report minus (y) the Baseline, divided by (ii) the Applicable Investment Amount, 

and multiplied by (iii) 100.

(B) With respect to the Last Reset Date: (i) the Average Annual 

Increase in Qualified Lending, divided by (ii) the Average Applicable Investment 

Amount, and multiplied by (iii) 100.
FOR REFERENCE ONLY – NOT FOR EXECUTION – UPDATED 3.25.2022

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(iii) The following table shall be used for determining the Applicable Interest 

Rate: 

If the Percentage Change in 

Qualified Lending is:

Column “A” – rate in 

effect during Annual 

Reset Periods

Column “B” – rate in 

effect from and 

including the Last Reset 

Date

Less than 200% of the Applicable 

Investment Amount (in the case of 

Section 2(a)(ii)(A)) or the Average 

Applicable Investment Amount (in the 

case of Section 2(a)(ii)(B))

2.0% 2.0% 

More than or equal to 200%, but less 

than or equal to 400% of the 

Applicable Investment Amount (in the 

case of Section 2(a)(ii)(A)) or the 

Average Applicable Investment 

Amount (in the case of Section 

2(a)(ii)(B))

1.25% 1.25% 

More than 400% of the Applicable 

Investment Amount (in the case of 

Section 2(a)(ii)(A)) or the Average 

Applicable Investment Amount (in the 

case of Section 2(a)(ii)(B))

0.5% 0.5% 

(iv) If the Issuer has consummated or consummates a Business Combination, 

any other merger or consolidation with or acquisition of another entity, since and 

including, the quarter ended on September 30, 2020, then, with respect to each such 

transaction, the Baseline shall be increased and, thereafter for each Annual Reset Period, 

the Baseline shall be the “Adjusted Baseline Qualified Lending” as calculated and set 

forth on the Applicable Quarterly Supplemental Report submitted to Treasury for the 

Reset Date relating to such Annual Reset Period. Such Adjusted Baseline Qualified 

Lending shall also factor into the determination of the Aggregate Baseline, as provided in 

the instructions for the Quarterly Supplemental Reports. 

(v) If the Issuer has consummated or consummates a Business Combination, 

any other merger or consolidation with or acquisition of another entity that has also 

issued preferred stock or subordinated debt to Treasury through Treasury’s Emergency 

Capital Investment Program, the Applicable Investment Amount shall be adjusted to 

reflect the amount of the preferred stock or subordinated debt, as the case may be, issued 

by such entity to Treasury and, from and after any such Business Combination, or other 

merger, consolidation or acquisition, the Applicable Investment Amount shall be the 

“Adjusted Investment Amount” set forth on the Applicable Quarterly Supplemental 

Report submitted to Treasury for the Reset Date. Such adjustments shall also factor into 

the determination of the Average Applicable Investment Amount, as provided in the 

instructions for the Quarterly Supplemental Reports.

(b) Payment of Principal and Interest. 
FOR REFERENCE ONLY – NOT FOR EXECUTION – UPDATED 3.25.2022

A-11

(i) The interest installment so payable, and punctually paid or duly provided 

for, on any Interest Payment Date occurring after the Second Anniversary will be paid in 

arrears to the Person in whose name this 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 first (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 

Subordinated Security is registered at the close of business on the date preceding the next 

Interest Payment Date, on the next Interest Payment Date, along with all other amounts 

then due and payable. In no event, however, shall interest exceed the maximum rate 

permitted by applicable law. The amount of interest payable hereon shall be computed 

on the basis of a 360-day year comprised of twelve 30-day months. 

(ii) If an Interest Payment Date or the Maturity Date falls on a day that is not a 

Business Day, 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 Subordinated Securities 

will be paid to the registered Holder to whom the principal is payable upon presentation 

and surrender for cancellation.

(iii) As provided in the Agreement, in certain circumstances an installment of 

interest may be deferred, and any such Deferred Interest shall be paid in accordance with 

the Agreement.

(iv) Pursuant to the capital conservation buffer requirements set forth in 12 

C.F.R. §§ 3.11, 217.11 and 324.11, the Issuer may be prohibited from making a 

distribution under this Subordinated Security (including the payment of an installment of 

interest), or creating an obligation to make such a distribution, if such distribution would 

exceed the maximum payout amount set forth in 12 C.F.R. §§ 3.11, 217.11 or 324.11 (as 

applicable), unless the Issuer receives prior approval from the Appropriate Federal 

Banking Agency. 

Section 3. Method of Payment.

The principal of this Subordinated Security shall be payable upon surrender 

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

Issuer 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 Issuer to the Holders of this 

Subordinated Security entitled thereto as shown on the Subordinated Securities 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.
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Section 4. Subordination. The indebtedness evidenced by this Subordinated 

Security is, to the extent provided in the Agreement, subordinated to all Senior Indebtedness. 

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

by such provisions of the Agreement. Each Holder hereof, by its, 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 indebtedness 

evidenced by this Subordinated Security may be fully subordinated to interests held by the U.S. 

government in the event that the Issuer enters into a receivership, insolvency, liquidation, or 

similar proceeding.

The provisions of this Subordinated Security contained on the reverse side hereof shall for all 

purposes have the same effect as though fully set forth on the face hereof.
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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly 

executed this _______________ day of____________, ______________.

[NAME OF ISSUER]

By: _______________________________

Name:

Title:

Attest:

By: _______________________________

Name:

Title:
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A-14

(FORM OF REVERSE OF SECURITY)

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

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

pursuant to a Letter Agreement and Securities Purchase Agreement – Standard Terms, dated as 

of _________, 202[•] (as amended, modified or restated from time to time, the “Agreement”), by 

and between the Issuer 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 the Issuer and the Holders 

of the Subordinated Securities. This Subordinated Security is a single series note with a face 

value in aggregate principal amount as set forth on the front of this Subordinated Security.

Defaults and Remedies

If an Event of Default as provided for under Section 5.1 of the Agreement occurs,

then the principal of, interest accrued on, and other obligations payable under this Subordinated 

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

Notwithstanding anything to the contrary herein or in the Agreement, other than Section 5.2 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 

Issuer under this Subordinated Security or the Agreement. Whenever interest on this 

Subordinated Security has not been timely paid (whether due to deferral or otherwise) for one or 

more Interest Periods, the Issuer shall be subject to certain obligations and restrictions 

(including, without limitation, with respect to distributions on its securities) and the Holder of 

this Subordinated Security shall have certain rights (including, without limitation, the right to 

appoint board observers and directors under certain circumstances), all as set forth in the

Agreement. 

Amendment and Waiver

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

Agreement, the Subordinated Securities or any of the other Transaction Documents will be 

effective unless made in writing and signed by an officer or a duly authorized representative of 

each party to the Agreement, and, in the case of any amendment, modification, termination or 

waiver affecting the Subordinated Securities, the Majority Holders; provided that for so long as 

the Subordinated Securities are outstanding, the Investor may at any time and from time to time 

unilaterally amend the Agreement 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 Investor governing ECIP; provided further that no amendment, 

modification, termination or waiver with respect to the Subordinated Securities 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 Subordinated Security; (B) extend any date fixed for any payment of principal 

or interest; (C) change the definition of the terms “Holders” or “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 Issuer of any of its rights and 

obligations under any Transaction Documents.
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A-15

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

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

Security and of any 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 Subordinated Security.

No reference herein to the Agreement and no provision of this Subordinated 

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

and unconditional, to pay the principal of and interest on this Subordinated Security at the time 

and place and at the rate and in the money herein prescribed in accordance with the terms hereof.

Limitation on Dividends and Repurchases of Equity Securities

The Issuer’s ability to declare and pay dividends and purchase or acquire Equity 

or any other equity securities of any kind of any Recipient Subsidiary or any Subordinated 

Security is limited by the terms of the Agreement. The Issuer’s ability to redeem this 

Subordinated Security is limited by the terms of the Agreement.

Denominations; Transfer; Exchange

The Subordinated Securities are issuable only in registered form without coupons 

in authorized denominations of a minimum of $1,000.00 and integral multiples of $1,000.00 in 

excess thereof. As provided in the Agreement, this Subordinated Security is transferable by the 

Holder hereof on the Subordinated Securities Register maintained by the Issuer or its agent, upon 

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

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

satisfactory to the Issuer duly executed by the Holder hereof or its, his or her attorney duly 

authorized in writing, and thereupon one or more new 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 Issuer 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 Subordinated Security, 

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

hereof (whether or not this 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 Issuer or any agent thereof shall be affected by any notice to the 

contrary.

No Recourse Against Others

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

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, 

Holder, employee, officer or director, as such, past, present or future, as such, of the Issuer or of 

any successor thereto, whether by virtue of any constitution, statute or rule of law, or by the 
FOR REFERENCE ONLY – NOT FOR EXECUTION – UPDATED 3.25.2022

A-16

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 SUBORDINATED SECURITY SHALL 

EACH BE GOVERNED BY, AND CONSTRUED 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.

Abbreviations

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

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.
FOR REFERENCE ONLY – NOT FOR EXECUTION – UPDATED 3.25.2022

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby assigns and transfers this 

Subordinated Security to:

________________________________________

(Assignee’s social security or tax 

identification number)

________________________________________

(Address and zip code of assignee)

and irrevocably appoints _______________ agent to transfer this Subordinated Security on the 

books of the Issuer. 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 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.]