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 in a 

private placement the number ofshares ofa series ofits preferred stock set forth on Schedule A 

hereto (the "Preferred Shares") and a warrant to ptrrchase the number ofshares ofa series ofits 

preferred stock set forth on Schedule A hereto (the "Warrant" and, together with the Preferred 

Shares, the "Purchased Securities") and the United States Department ofthe Treastiry (the 

"Investor") intends to purchase from the Company the Purchased Securities. 

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

purchase by the Investor ofthe 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superseded by the terms set forth herein or in the Schedules hereto, the provisions contained in 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 ofthis letter agreement shall govem. 

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

with respect to the issuance by the Company ofthe Purchased Securities and the purchase by the 

Investor ofthe 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. 

* * * 

UST Sequence Number: 767 

2801092.1/07838.32007 
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: _ 

Name: 

Title: 

Date: February 20, 2009 

COMPANY: 

BANCPLUSX:ORPORATION 

Name: William A. Ray 

Title: President/Chief Executive Officer 

2801092.1/07838.32007 

UST Sequence Number: 767 
In witness whereof, this letter agreement has been duly executed and dehvered by the 

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

UNITED STATES DEPARTMENT OF THE 

TREASURY 

Name: NedKBsMan 

'^'^*^'- Tnttiim A""*"*""* Secieiary 

Fbr Hnandal Stability 

COMPANY: 

BANCPLUS^ORPORATION 

Name: William A. Ray 

Title: President/Chief Executive Officer 

Date: February 20,2009 

UST Sequence Number: 767 

2801092.1/07838.32007 
EXHIBIT A 

(Non-Exchange-Traded QFIs, excluding S Corps 

and Mutual Organizations) 

SECURrriES PURCHASE AGREEMENT 

STANDARD TERMS 

09S33I-0002-10033-NY02.2690847.9 
TABLE OF CONTENTS 

Page 

Article I 

Purchase; Closing 

1.1 Purchase 3 

1.2 Closing 3 

1.3 Interpretation 8 

Article II 

Representations and Warranties 

2.1 Disclosure 9 

2.2 Representations and Warranties ofthe Company 11 

Article III 

Covenants 

3.1 Commercially Reasonable Efforts 29 

3.2 Expenses 30 

3.3 Sufficiency of Authorized Warrant Preferred Stock; Exchange Listing 30 

3.4 Certain Notifications Until Closing 30 

3.5 Access, Information and Confidentiality 31 

Article IV 

Additional Agreements 

4.1 Purchase for Investment 34 

4.2 Legends 35 

4.3 Certain Transactions 39 

4.4 Transfer of Purchased Securities and Warrant Shares; Restrictions on Exercise 

ofthe Warrant 39 

4.5 Registration Rights 40 

4.6 Depositary Shares 68 

4.7 Restriction on Dividends and Repurchases 68 

4.8 Executive Compensation 73 

4.9 Related Party Transactions 74 

4.10 Bank and Thrift Holding Company Status 74 

4.11 Predominantly Financial 75 

095331-0002-10033-NY02.2690847.9 
Article V 

Miscellaneous 

5.1 Termination 75 

5.2 Survival of Representations and Warranties 77 

5.3 Amendment 77 

5.4 Waiver of Conditions 77 

5.5 Governing Law: Submission to Jurisdiction, Etc 78 

5.6 Notices 78 

5.7 Defmitions 79 

5.8 Assignment 80 

5.9 Severability 81 

5.10 No Third Party Beneficiaries 81 

-II09533 U0002-10033-NY02.2690847.9 
LIST OF ANNEXES 

ANNEX A: FORM OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK 

ANNEX B: FORM OF CERTIFICATE OF DESIGNATIONS FOR WARRANT 

PREFERRED STOCK 

ANNEX C: FORM OF WAIVER 

ANNEX D: FORM OF OPINION 

ANNEX E: FORM OF WARRANT 

09533 l-0002-10033-NY02.2690847,9 
INDE

X OF DEFINED TERMS 

Term 

Location of 

Definition 

Affiliate 

Agreement 

Appropriate Federal Banking Agency 

Bank Holding Company 

Bankruptcy Exceptions 

Benefit Plans 

Board ofDirectors 

Business Combination 

business day 

Capitalization Date 

Certificates of Designations 

Charter 

Closing 

Closing Date 

Code 

Common Stock 

Company 

Company Financial Stateraents 

Company Material Adverse Effect 

Company Reports 

Company Subsidiary; Company Subsidiaries 

control; controlled by; under common control with 

Controlled Group 

CPP 

Disclosure Schedule 

EESA 

ERISA 

Exchange Act 

Federal Reserve 

GAAP 

Govemmental Entities 

Holder 

Holders' Counsel 

Indemnitee 

Information 

Investor 

Junior Stock 

knowledge ofthe Company; Company's knowledge 

Letter Agreement 

officers 

Parity Stock 

-IV-

5.7(b) 

Recitals 

2.2(s) 

4.10 

2.2(d) 

1.2(d)(iv) 

2.2(f) 

5.8 

1.3 

2.2(b) 

1.2(d)(iii) 

1.2(d)(i{i) 

1.2(a) 

1.2(a) 

2.2(n) 

2.2(b) 

Recitals 

2.2(h) 

2.1(b) 

2.2(i)(i) 

2.2(e)(ii) 

5.7(b) 

2.2(n) 

Recitals 

2.1(a) 

1.2(d)(iv) 

2.2(n) 

4.4 

4.10 

2.1(b) 

1.2(c) 

4.5(l)(i) 

4.5(l)(ii) 

4.5(h)(i) 

3.5(c) 

Recitals 

4.7(f) 

5.7(c) 

Recitals 

5.7(c) 

4.7(f) 

095331-0 002-10033-NY02.2690847.9 
Term 

Pending Underwritten Offering 

Permitted Repurchases 

Piggyback Registration 

Plan 

Preferred Shares 

Preferred Stock 

Previously Disclosed 

Proprietary Rights 

Purchase 

Purchase Price 

Purchased Securities 

register; registered; registration 

Registrable Securities 

Registration Expenses 

Regulatory Agreement 

Rule 144; Rule 144A; Rule 159A; Rule 405; Rule 415 

Savings and Loan Holding Company 

Schedules 

SEC 

Securities Act 

Selling Expenses 

Senior Executive Officers 

Shelf Registration Statement 

Signing Date 

Special Registration 

subsidiary 

Tax; Taxes 

Transfer 

Warrant 

Warrant Preferred Stock 

Warrant Shares 

Location of 

Definition 

4.5(m) 

4.7(c) 

4.5(b)(iv) 

2.2(n) 

Recitals 

Recitals 

2.1(c) 

2.2(u) 

Recitals 

1.1 

Recitals 

4.5(l)(iii) 

4.5(l)(iv) 

4.5(l)(v) 

2.2(s) 

4.5(I)(vi) 

4.10 

Recitals 

2.2(k) 

2.2(a) 

4.5(l)(vii) 

4.8 

4.5(b)(ii) 

2.1(b) 

4.50) 

5.7(a) 

2.2(0) 

4.4 

Recitals 

Recitals 

2.2(d) 

095331-0002-10033-NY02.2690S47.9 
SECURITIES PURCHASE AGREEMENT - STANDARD TERMS 

Recitals: 

WHEREAS, the United States Department ofthe Treasury (the "Investor") may fi-om 

time to firae agree to purchase shares of preferred stock and warrants fi-om eligible financial 

insfitutions which elect to participate in the Troubled Asset Relief Program Capital Purchase 

Program ("CPP"); 

WHEREAS, an eligible financial institution electing to participate in the CPP and issue 

securities to the Investor (referred to herein as the "Company"') shall enter into a letter agreement 

(the "Letter Agreemenf) with the Investor which incorporates this Securities Purchase 

Agreement - Standard Terms; 

WHEREAS, the Company agrees to expand the flow of credit to U.S. consumers and 

businesses on competitive terras to promote the sustained growlih and vitality ofthe U.S. 

economy; 

WHEREAS, the Company agrees to work diligently, under existing 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 in a private placement the number ofshares of 

the series ofits Preferred Stock {^''Preferred StocK') set forth on Schedule A to the Letter 

Agreement (the "Preferred Shares") and a warrant to purchase the number ofshares ofthe series 

ofits Preferred Stock {^Warrant Preferred StocK') set forth on Schedule A to the Letter 

Agreement (the "Warrant" and, together with the Preferred Shares, the "PurchasedSecurities") 

and the Investor intends to purchase (the "Purchase") from the Company the Purchased 

Securities; and 

WHEREAS, the Purchase will be govemed by this Securities Purchase Agreement -

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

specifying additional terms ofthe Purchase. This Securities Purchase Agreement - Standard 

Terras (including the Annexes hereto) and the Letter Agreement (including the Schedules 

thereto) are together referred to as this "Agreement". All references in this Securities Purchase 

Agreement - Standard Terras to "Schedules" are to the Schedules attached to the Letter 

Agreement. 

NOW, THEREFORE, in consideration ofthe premises, and ofthe representations, 

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

Article I 

Purchase; Closing 

1.1 Purchase. On the terms and subject to the condifions set forth in this Agreement, 

the Company agrees to sell to the Investor, and the Investor agrees to purchase from the 

Company, at the Closing (as hereinafter defined), the Purchased Securities for the price set forth 

on Schedule A (the "Purchase Price"). 

095331-0002-10033-NY02.2690847.9 
1.2 Closing. 

(a) On the terms and subject to the conditions set forth in this Agreement, the closing 

ofthe Purchase (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 fiilfillment or waiver ofthe conditions to the Closing in this Section 

1.2, at the Closing the Company will deliver the Preferred Shares and the Warrant, in each case 

as evidenced by one or more certificates dated the Closing Date and bearing appropriate legends 

as hereinafter provided for, in exchange for payment in full ofthe Purchase Price by wire 

transfer of immediately available United States fiinds to a bank account designated by the 

Corapany on Schedule A. 

(c) The respective obligations ofeach ofthe Investor and the Company to 

consummate the Purchase are subject to the fulfillment (or waiver by the Investor and the 

Company, as applicable) prior to the Closing ofthe conditions that (i) any approvals or 

authorizations of all United States and other governraental, regulatory or judicial authorities 

(collectively, "Governmental Entities") required for the consummation ofthe Purchase shall 

have been obtained or made in form and substance reasonably satisfactory to each party and shall 

be in fiill force and effect and all waiting periods required by United States and other applicable 

law, if any, shall have expired and (ii) no provision ofany applicable United States or other law 

and no judgment, injunction, order or decree ofany Govemmental Entity shall prohibit the 

purchase and sale ofthe Purchased Securities as contemplated by this Agreement. 

(d) The obligation ofthe Investor to consummate the Purchase is also subject to the 

fiilfillment (or waiver by the Investor) at or prior to the Closing ofeach ofthe following 

conditions: 

(i) (A) the representations and warranties ofthe Company set forth in (x) 

Section 2.2(g) ofthis Agreement shall be true and correct in all respects as though made 

on and as ofthe Closing Date, (y) Sections 2.2(a) through (f) shall be true and correct in 

all material respects as though raade on and as ofthe 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 raaterial respects as ofsuch 

other date) and (z) Sections 2.2(h) through (v) (disregarding all qualifications or 

limitations set forth in such representations and warranties as to "materiality", "Company 

Material Adverse Effect" and words of similar import) shall be true and correct as though 

made on and as ofthe 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 as ofsuch other date), except to the extent that the failure ofsuch 

representations and warranties referred to in this Section 1.2(d)(i)(A)(z) to be so true and 

correct, individually or in the aggregate, does not have and would not reasonably be 

expected to have a Company Material Adverse Effect and (B) the Company shall have 

-2-

095331-0002-10033-NY02.2690847.9 
performed in all material respects all obligations required to be performed by it under this 

Agreemen Agreementt a att ct orr prio nrinrr t ton thp the. Closing Cin<:ina-; 

(ii) the Investor shall have received a certificate signed on behalfofthe 

Company by a senior executive officer certifying to the effect that the conditions set forth 

in Section 1.2(d)(i) have been satisfied; 

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

of its jurisdiction of organization or other applicable Governmental Entity the 

amendments to its certificate or articles oflncorporation, articles of association, or sirailar 

organizational document {"Charter") in substantially the forms attached hereto as Annex 

A and Annex B (the "Certificates of Designations") and such filing shall have been 

accepted; 

(iv) (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 eraployment agreements) (collectively, "Benefit Plans") with 

respect to its Senior Executive Officers (and to the extent necessary for such changes to 

be legally enforceable, each ofits Senior Executive Officers shall have duly consented in 

writing to such changes), as may be necessary, during the period that the Investor owns 

any debt or equity securities ofthe Company acquired pursuant to this Agreement or the 

Warrant, in order to comply with Section 111(b) ofthe Emergency Economic 

Stabilization Act of 2008 {"EESA") as implemented by guidance or regulation thereunder 

that has been issued and is in effect as ofthe Closing Date, and (B) the Investor shall 

have received a certificate signed on behalfofthe Company by a senior executive officer 

certifying to the effect that the condition set forth in Section 1.2(d)(iv)(A) has been 

satisfied; 

(v) each ofthe Company's Senior Executive Officers shall have delivered to 

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

Investor from any claims that such Senior Executive Officers may otherwise have as a 

result ofthe issuance, on or prior to the Closing Date, ofany regulations which require 

the modification of, and the agreement ofthe Company hereunder to modify, the terms of 

any Benefit Plans with respect to its Senior Executive Officers to eliminate any 

provisions ofsuch Benefit Plans that would not be in compliance with the requirements 

of Section 111(b) ofthe EESA as implemented by guidance or regulation thereunder that 

has been issued and is in effect as ofthe Closing Date; 

(vi) the Company shall have delivered to the Investor a written opinion frora 

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

dated as ofthe Closing Date, in substantially the forra attached hereto as Annex D: 

(vii) the Company shall have delivered certificates in proper forra or, with the 

prior consent ofthe Investor, evidence ofshares in book-entry form, evidencing the 

Preferred Shares to Investor or its designee(s); and 

-3-

095331 -0002-10033-N Y02.2690S47.9 
(viii) the Company shall have duly executed the Warrant in substantially the 

form attached hereto as Annex E and delivered such executed Warrant to the Investor or 

its designee(s). 

1.3 Interpretation. When a reference is made in this Agreement to "Recitals," 

"Articles," "Sections," or "Annexes" such reference shall be to a Recital, Article or Section of, 

or Annex to, this Securities Purchase Agreement - Standard Terms, and a reference to 

"Schedules" shall be to a Schedule to the Letter Agreement, in each case, 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 ofthis Agreement, as this Agreement is the product of 

negotiation between sophisticated parties advised by counsel. All references to "$" or "dollars" 

mean the lawful currency ofthe 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 tirae to time (and, in the case of statutes, 

include any rules and regulations promulgated under the statute) and to any section ofany 

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 generally are authorized or required by law or other governmental actions to 

close. 

Article II 

Representations and Warranties 

2.1 Disclosure. 

(a) On or prior to the Signing Date, the Company delivered to the Investor a schedule 

{"Disclosure Schedule") 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. 

(b) "Company Material Adverse Effecf means a material adverse effect on (i) the 

business, results of operation or financial condition ofthe Company and its consolidated 

subsidiaries taken as a whole; provided, however, that Company Material Adverse Effect shall 

not be deemed to include the effects of (A) changes after the date ofthe Letter Agreement (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 

-4-

09S331-0002-10033-NYD2.2690a47.9 
each case generally affecting the industries in which the Company and its subsidiaries operate, 

(B) changes or proposed changes after the Signing Date in generally accepted accounting 

principles in the United States {"GAAP") or regulatory accounting requirements, 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 

Govemmental Entities (in the case ofeach 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 ofthe Company to consummate the Purchase and other 

transactions contemplated by this Agreement and the Warrant and perform its obligations 

hereunder or thereunder on a timely basis. 

(c) "Previously Disclosed" raeans information set forth on the Disclosure Schedule, 

provided, however, that disclosure in any section ofsuch Disclosure Schedule shall apply only to 

the indicated section ofthis Agreement except to the extent that it is reasonably apparent frora 

the face ofsuch disclosure that such disclosure is relevant to another section ofthis Agreement. 

2.2 Representations and Warranties ofthe Companv. Except as Previously Disclosed, 

the Company represents and warrants to the Investor that as ofthe Signing Date and as ofthe 

Closing Date (or such other date specified herein): 

(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 its properties and conduct its 

business in all material respects as 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 ofeach other jurisdiction in which it owns or leases properties or 

conducts any business so as to require such qualification; each subsidiary ofthe Company that 

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

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

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

Charter and bylaws ofthe Company, copies of which have been provided to the Investor prior to 

the Signing Date, are true, complete and correct copies ofsuch documents as in full force and 

effect as ofthe Signing Date. 

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

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

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

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

outstanding shares ofcapital stock ofthe Company have been duly authorized and are validly 

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

were not issued in violation ofany preemptive rights). As ofthe Signing Date, the Company 

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

09533 1-0002-10033-NY02.2690847.9 
acquire its Common Stock (^'Common StocK') that is not reserved for issuance as specified on 

Schedule B. and the Corapany has not made any other commitment to authorize, issue or sell any 

Common Stock. Since the Capitalization Date, the Company has not issued any shares of 

Common 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 B and (ii) shares disclosed on 

Schedule B. Each holder of 5% or more ofany class ofcapital stock ofthe Corapany and such 

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

(c) Preferred Shares. The Preferred Shares have been duly and validly authorized, 

and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly 

and validly issued and fully paid and non-assessable, will not be issued in violation ofany 

preemptive rights, and will xa.r{k pari passu with or senior to all other series or classes of 

Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends 

and the distribution of assets in the event ofany dissolution, liquidation or winding up ofthe 

Company. 

(d) The Warrant and Warrant Shares. The Warrant has been duly authorized and, 

when executed and delivered as contemplated hereby, will constitute a valid and legally binding 

obligation ofthe Company enforceable against the Company in accordance with its terras, except 

as the sarae may be limited 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"). The shares of Warrant Preferred Stock issuable upon exercise 

ofthe Warrant (the "Warrant Shares") have been duly authorized and reserved for issuance upon 

exercise ofthe Warrant and when so issued in accordance with the terms ofthe Warrant will be 

validly issued, fully paid and non-assessable, and will rankpari passu with or senior to all other 

series or classes ofPreferred Stock, whether or not issued or outstanding, with respect to the 

payment of dividends and the distribution of assets in the event ofany dissolution, liquidation or 

winding up ofthe Company. 

(e) Authorization. Enforceabilitv. 

(i) The Company has the corporate power and authority to execute and 

deliver this Agreeraent and the Warrant and to carry out its obligations hereunder and 

thereunder (which includes the issuance ofthe Preferred Shares, Warrant and Warrant 

Shares). The execution, delivery and performance by the Company ofthis Agreement and 

the Warrant and the consummation ofthe transactions contemplated hereby and thereby 

have been duly authorized by all necessary corporate action on the part ofthe Company 

and its stockholders, and no fiirther approval or authorization is required on the part of 

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

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

Exceptions. 

095331-0002-I0033-NY02.2690847.9 
(ii) The execution, delivery and performance by the Company ofthis 

Agreement and the Warrant and the consummation ofthe transactions contemplated 

hereby and thereby and compliance by the Company with the provisions hereof and 

thereof, will not (A) violate, conflict with, or result in a breach ofany 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 perforraance 

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 

ofthe Company or any subsidiary ofthe Company (each a "Company Subsidiary" and, 

collectively, the "Company Subsidiaries") under any ofthe terms, conditions or 

provisions of (i) its organizational documents or (ii) any note, bond, raortgage, 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 raay be bound, or to which the Corapany or any Company Subsidiary or any 

ofthe properties or assets ofthe 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 Corapany or any Corapany Subsidiary or any of 

their 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. 

(iii) Other than the filing ofthe Certificates of Designations with the Secretary 

of State of its jurisdiction of organization or other applicable Govemmental 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 raade or obtained by the Corapany in connection with the consuraraation by the 

Corapany ofthe Purchase 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 Corapany Material 

Adverse Effect. 

(f) Anti-takeover Provisions and Rights Plan. The Board ofDirectors ofthe 

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

contemplated by this Agreeraent and the Warrant and the consuraraation ofthe transactions 

contemplated hereby and thereby, including the exercise ofthe Warrant in accordance with its 

terms, will be exempt from any anti-takeover or sirailar provisions ofthe Company's Charter and 

bylaws, and any other provisions ofany applicable "moratorium", "control share", "fair price", 

"interested stockholder" or other anti-takeover laws and regulations of any jurisdiction. 

(g) No Companv Material Adverse Effect. Since the last day ofthe last completed 

fiscal period for which financial statements are included in the Company Financial Statements 

(as defined below), no fact, circumstance, event, change, occurrence, condition or development 

-7-

09533I-0002-I0033-Ny02.2690847.9 
has occurred that, individually or in the aggregate, has had or would reasonably be expected to 

have a Company Material Adverse Effect. 

(h) Companv Financial Statements. The Corapany has Previously Disclosed each of 

the consolidated financial statements ofthe Corapany and its consolidated subsidiaries for each 

ofthe last three completed fiscal years ofthe Company (which shall be audited to the extent 

audited financial stateraents are available prior to the Signing Date) and each completed 

quarterly period since the last completed fiscal year (collectively the "Company Financial 

Statements"). The Company Financial Statements present fairly in all material respects the 

consolidated financial position ofthe Company and its consolidated subsidiaries as ofthe dates 

indicated therein and the consolidated resuUs of their operations for the periods specified therein; 

and except as stated therein, such financial stateraents (A) were prepared in confonnity with 

GAAP applied on a consistent basis (except as may be noted therein) and (B) have been prepared 

from, and are in accordance with, the books and records ofthe Company and the Company 

Subsidiaries. 

(i) Reports. 

(i) Since December 31, 2006, the Company and each Company Subsidiary 

has filed all reports, registrations, documents, filings, statements and submissions, 

together with any amendraents thereto, that it was required to file with any Governraental 

Entity (the foregoing, collectively, the "Company Reports") and has paid all fees and 

assessments due and payable in connection therewith, except, in each case, as would not, 

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

Adverse Effect. As of their respective dates offiling, the Company Reports complied in 

all material respects with all statutes and applicable rules and regulations ofthe 

applicable Governmental Entities. 

(ii) The records, systems, controls, data and information ofthe Company and 

the Company Subsidiaries are recorded, stored, maintained and operated under means 

(including any electronic, mechanical or photographic process, whether computerized or 

not) that are under the exclusive ownership and direct control ofthe Company or the 

Company Subsidiaries or their accountants (including all means of access thereto and 

therefrom), except for any non-exclusive ownership and non-direct control that would not 

reasonably be expected to have a material adverse effect on the system of internal 

accounting controls described below in this Section 2.2(i)(ii). The Company (A) has 

implemented and maintains adequate disclosure controls and procedures to ensure that 

material infonnation relating to the Company, including the consolidated Company 

Subsidiaries, is made known to the chief executive officer and the chief financial officer 

ofthe Company by others within those entities, and (B) has disclosed, based on its most 

recent evaluation prior to the Signing Date, to the Company's outside auditors and the 

audit committee ofthe Board ofDirectors (x) any significant deficiencies and raaterial 

weaknesses in the design or operation of internal controls that are reasonably likely to 

adversely affect the Company's ability to record, process, summarize and report financial 

information and (y) any fraud, whether or not material, that involves manageraent or 

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095331-0002-1003 3-NY02.2690847.9 
other employees who have a significant role in the Company's intemal controls over 

financial reporting. 

(j) No Undisclosed Liabilities. Neither the Company nor any ofthe Company 

Subsidiaries has any liabilities or obligations ofany 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 (A) liabilities that have arisen since the last fiscal year end in the ordinary and 

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

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

Material Adverse Effect. 

(k) Offering of Securities. Neither the Company nor any person acting on its behalf 

has taken any action (including any offering ofany securities ofthe Company under 

circumstances which would require the integration ofsuch offering with the offering ofany of 

the Purchased Securities under the Securities Act, and the rules and regulations ofthe Securities 

and Exchange Commission (the "SEC) promulgated thereimder), which might subject the 

offering, issuance or sale ofany ofthe Purchased Securities to Investor pursuant to this 

Agreement to the registration requirements ofthe Securities Act. 

(1) Litigation and Other Proceedings. Except (i) as set forth on Schedule C or fii) 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 ofthe 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 of 

the Company or any Company Subsidiaries. 

(m) Compliance with Laws. Except as would not, individually or in the aggregate, 

reasonably be expected to have a Corapany 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 carry on their 

business as presently conducted and that are raaterial to the business ofthe Company or such 

Company Subsidiary. Except as set forth on Schedule D. the Company and the Company 

Subsidiaries have complied in all respects and are not in default or violation of, and none of them 

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 ofany violation of, any 

applicable domestic (federal, state or local) or foreign law, statute, ordinance, license, mle, 

regulation, policy or guideline, order, demand, writ, injunction, decree or judgment ofany 

Govemmental 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 statutoty or regulatory restrictions of general application or as set forth on 

Schedule D. no Govemmental Entity has placed any restriction on the business or properties of 

095331-0002-10033-NY02.2690847.9 
the Company or any Company Subsidiary that would, individually or in the aggregate, 

reasonably be expected to have a Company Material Adverse Effect. 

(n) Emplovee Benefit Matters. Except as would not reasonably be expected to have, 

either individually or in the aggregate, a Company Material Adverse Effect: (A) each "employee 

benefit plan" (within the raeaning of Section 3(3) ofthe Eraployee Retirement Incorae 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 ofa controlled group of corporations within the meaning of 

Section 414 ofthe Internal Revenue Code of 1986, as araended (the "Code")) that is sponsored, 

maintained or contributed to by the Company or any member ofits Controlled Group and for 

which the Company or any member ofits Confrolled 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; 

(B) with respect to each Plan subject to Title IV of ERISA (including, for purposes ofthis clause 

(B), any plan subject to Title IV of ERISA that the Company or any member ofits Controlled 

Group previously maintained or contributed to in the six years prior to the Signing Date), (1) no 

"reportable evenf (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 fiinding deficiency" (within the meaning of Section 302 of ERISA or Section 412 

ofthe 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 ofthe assets under each Plan exceeds 

the present value of all benefits accrued under such Plan (determined based on the assumptions 

used to fiind such Plan) and (4) neither the Company nor any member ofits Controlled Group 

has incurred in the six years prior to the Signing Date, or reasonably expects to incur, any 

liability under Titie IV of ERISA (other than contributions to the Plan or premiuras to the PBGC 

in the ordinaty course and without default) in respect ofa Plan (including any Plan that is a 

"multiemployer plan", within the meaning of Section 4001(c)(3) of ERISA); and (C) each Plan 

that is intended to be qualified under Section 401(a) ofthe Code has received a favorable 

determination letter from the Intemal 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. 

(o) 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 

required to be filed through the Signing Date, subject to permitted extensions, and have paid all 

Taxes due thereon, and (ii) no Tax deficiency has been detennined adversely to the Company or 

any ofthe Company Subsidiaries, nor does the Company have any knowledge ofany Tax 

deficiencies. "Tax" or "Taxes" means any federal, state, local or foreign incorae, 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, 

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095331-0002-10033-NY02.2690847.9 
govemmental fee or other like assessment or charge ofany kind whatsoever, together with any 

interest or penalty, imposed by any Governmental Entity. 

(p) 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, 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. 

(q) Environmental Liabilitv. Except as would not, individually or in the aggregate, 

reasonably be expected to have a Company Material Adverse Effect: 

(i) 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 Subsidiaty, 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 Subsidiaty; 

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

proceeding, claim or action; and 

(iii) neither the Company nor any Company Subsidiaty is subject to any 

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

party imposing any such environmental liability. 

(r) Risk Management Insttuments. 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 ordinaty course of business, (ii) in accordance 

with prudent practices and in all material respects with all applicable laws, mles, regulations and 

regulatoty policies and (iii) with counterparties believed to be financially responsible at the time; 

and each ofsuch instmraents constitutes the valid and legally binding obligation ofthe Company 

or one ofthe 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 ofthe Corapany, any other party thereto, is in breach ofany 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. 

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095331-0002-10033-NY02.2690847.9 
(s) Agreements with Regulatorv Agencies. Except as set forth on Schedule E. neither 

the Company nor any Company Subsidiary is subject to any material cease-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 Govemmental Entity (other than the 

Appropriate Federal Banking Agencies with jurisdiction over the Company and the Company 

Subsidiaries) that currently restticts in any material respect the conduct ofits business or that in 

any material manner relates to its capital adequacy, its liquidity and fiinding policies and 

practices, its ability to pay dividends, its credit, risk raanageraent or corapliance policies or 

procedures, its intemal controls, its management or its operations or business (each item in this 

sentence, a "Regulatory Agreemenf), 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 Subsidiaty are in compliance in all material respects with each Regulatoty Agreement 

to which it is party or subject, and neither the Company nor any Company Subsidiaty has 

received any notice from any Govemmental Entity indicating that either the Company or any 

Company Subsidiaty is not in compliance in all material respects with any such Regulatoty 

Agreement. "Appropriate Federal Banking Agency" means the "appropriate Federal banking 

agency" with respect to the Company or such Company Subsidiaries, as applicable, as defined in 

Secfion 3(q) ofthe Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)). 

(t) 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 industty practice. The Company 

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

not in default under any ofthe material terms thereof, each such policy is outstanding and in full 

force and effect, all premiums and other payraents 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. 

(u) Intellectual Property. 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 Subsidiaty owns or otherwise has the right to use, all intellectual property rights, 

including all trademarks, frade dress, frade 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 ofany ofits branch facilities {"Proprietary Rights") free and clear of all liens and 

any claims of ownership by current or former employees, contractors, designers or others and (ii) 

neither the Corapany nor any ofthe Company Subsidiaries is materially infringing, diluting, 

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

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

them has materially infringed, diluted, misappropriated or violated, any ofthe Proprietaty Rights 

owned by any other person. Except as would not, individually or in the aggregate, reasonably be 

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09533I-0002-10033-NY02.2690847.9 
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 1,2006 alleging that any 

person has infringed, diluted, raisappropriated or violated, any ofthe Proprietaty Rights owned 

by the Company and the Company Subsidiaries. 

(v) Brokers and Finders. No broker, finder or investment banker is entitled to any 

financial advisoty, brokerage, finder's or other fee or commission in connection with this 

Agreement or the Warrant or the transactions contemplated hereby or thereby based upon 

arrangements made by or on behalfofthe Corapany or any Company Subsidiaty for which the 

Investor could have any liability. 

Article III 

Covenants 

3.1 Commerciallv Reasonable Efforts. Subject to the terms and conditions ofthis 

Agreement, each ofthe 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 Purchase as 

promptly as practicable and otherwise to enable consummation ofthe transactions contemplated 

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

end. 

3.2 Expenses. Unless otherwise provided in this Agreement or the Warrant, 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 and the Warrant, including 

fees and expenses ofits own financial or other consultants, investment bankers, accountants and 

counsel. 

3.3 Sufficiencv of Authorized Warrant Preferred Stock: Exchange Listing. 

(a) During the period from the Closing Date until the date on which the Warrant has 

been fully exercised, the Company shall at all times have reserved for issuance, free of 

preemptive or similar rights, a sufficient number of authorized and unissued Warrant Shares to 

effectuate such exercise. 

(b) Ifthe Company lists its Common Stock on any national securities exchange, the 

Company shall, if requested by the Investor, promptly use its reasonable best efforts to cause the 

Preferred Shares and Warrant Shares to be approved for listing on a national securities exchange 

as promptly as practicable following such request. 

3.4 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 untme or inaccurate in any material respect or to 

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09533I-0002-10033-NY02.2690847.9 
cause any covenant or agreement ofthe Company contained in this Agreement not to be 

complied with or satisfied in any material respect and (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 delivety ofany notice 

pursuant to this Section 3.4 shall not limit or affect any rights ofor remedies available to the 

Investor;provided, further, that a failure to comply with this Section 3.4 shall not constitute a 

breach ofthis Agreement or the failure ofany condition set forth in Section 1.2 to be satisfied 

unless the underlying Company Material Adverse Effect or material breach would independently 

result in the failure ofa condition set forth in Section 1.2 to be satisfied. 

3.5 Access. Inforraation and Confidentiality. 

(a) Frora the Signing Date until the date when the Investor holds an araount of 

Preferred Shares having an aggregate liquidation value of less than 10% ofthe Purchase Price, 

the Company will permit the Investor and its agents, consultants, conttactors and advisors (x) 

acting through the Appropriate Federal Banking Agency, or otherwise to the extent necessary to 

evaluate, manage, or fransfer its investment in the Company, to examine the corporate books and 

make copies thereof and to discuss the affairs, finances and accounts ofthe 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 raay reasonably request and (y) to review 

any inforraation material to the Investor's investraent in the Company provided by the Company 

to its Appropriate Federal Banking Agency. Any investigation pursuant to this Section 3.5 shall 

be conducted during normal business hours and in such raanner as not to interfere unreasonably 

with the conduct ofthe business ofthe Company, and nothing herein shall require the Company 

or any Corapany Subsidiaty to disclose any information to the Investor to the extent (i) 

prohibited by applicable law or regulation, or (ii) that such disclosure would reasonably be 

expected to cause a violation ofany agreeraent to which the Company or any Company 

Subsidiaty is a party or would cause a risk ofa loss of privilege to the Company or any Company 

Subsidiaty {provided that the Company shall use commercially reasonable efforts to make 

appropriate substitute disclosure arrangements under circumstances where the restrictions in this 

clause (ii) apply). 

(b) From the Signing Date until the date on which all ofthe Preferred Shares and 

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

delivered, to the Investor: 

(i) as soon as available after the end ofeach fiscal year ofthe Company, and 

in any event within 90 days thereafter, a consolidated balance sheet ofthe Company as of 

the end ofsuch fiscal year, and consolidated statements of income, retained earaings and 

cash flows ofthe 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; and 

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095331-0002-10033-NY02.2690847.9 
(ii) as soon as available after the end ofthe first, second and third quarterly 

periods in each fiscal year ofthe Company, a copy ofany quarterly reports provided to 

other stockholders ofthe Company or Company management. 

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

efiforts to cause its agents, consultants, conttactors and advisors to hold, in confidence all nonpublic records, books, conttacts, instmraents, coraputer data and other data and information 

(collectively, "Information") conceming the Company flimished or made available to it by the 

Company or hs representatives pursuant to this Agreement (except to the extent that such 

information can be shown to have been (i) previously known by such party on a non-confidential 

basis, (ii) in the public domain through no fault ofsuch party or (iii) later lawfully acquired from 

other sources by the party to which it was furnished (and without violation ofany other 

confidentiality ohMgation)); 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. 

(d) The Investor's information rights pursuant to Section 3.5(b) may be assigned by 

the Investor to a fransferee or assignee ofthe Purchased Securities or the Warrant Shares or with 

a liquidation preference or, in the case ofthe Warrant, the liquidation preference ofthe 

underlying shares of Warrant Preferred Stock, no less than an amount equal to 2% ofthe initial 

aggregate liquidation preference ofthe Preferred Shares. 

Article IV 

Additional Agreements 

4.1 Purchase for Investment. The Investor acknowledges that the Purchased Securities 

and the Warrant Shares have not been registered under the Securities Act or under any state 

securities laws. The Investor (a) is acquiring the Purchased Securities pursuant to an exemption 

from registration under the Securities Act solely for investraent with no present intention to 

distribute thera to any person in violation ofthe Securities Act or any applicable U.S. state 

securities laws, (b) will not sell or otherwise dispose ofany ofthe Purchased Securities or the 

Warrant Shares, except in compliance with the regisfration requirements or exemption provisions 

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

and experience in financial and business matters and in investments ofthis type that it is capable 

of evaluating the merits and risks ofthe Purchase and of making an informed investment 

decision. 

4.2 Legends. 

(a) The Investor agrees that all certificates or other instruments representing the 

Warrant will bear a legend substantially to the following effect: 

"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN 

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE 

SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD 

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095331-0002-10033-NY02.2690847.9 
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. 

THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON 

TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE 

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 addition, the Investor agrees that all certificates or other insttuments 

representing the Preferred Shares and the Warrant 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 INSTfrUTIONAL 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 

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095331-0002.10033-NY02,2690847.9 
TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN 

RELIANCE ON 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 OTIIER PROVISIONS OF A SECURITIES PURCHASE 

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." 

(c) In the event that any Purchased Securities or Warrant 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 

Purchased Securities or Warrant Shares, which shall not contain the applicable legends in 

Sections 4.2(a) and (b) ahove; provided that the Investor surrenders to the Company the 

previously issued certificates or other instmraents. 

4.3 Certain Transactions. The Corapany will not merge or consolidate with, or sell, 

ttansfer or lease all or substantially all ofits property or assets to, any other party unless the 

successor, ttansferee or lessee party (or its ultimate parent entity), as the case raay be (if not the 

Company), expressly assumes the due and punctual performance and observance ofeach and 

evety covenant, agreement and condition ofthis Agreement to be performed and observed by the 

Company. 

4.4 Transfer of Purchased Securities and Warrant Shares: Restrictions on Exercise of 

the Warrant. Subject to compliance with applicable securities laws, the Investor shall be 

permitted to ttansfer, sell, assign or otherwise dispose of {"Transfer") all or a portion ofthe 

Purchased Securities or Warrant Shares at any time, and the Company shall take all steps as may 

be reasonably requested by the Investor to facilitate the Transfer ofthe Purchased Securities and 

the Warrant Shares;/»rov/cfeJ that the Investor shall not Transfer any Purchased Securities or 

Warrant 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 Acf). In furtherance ofthe foregoing, the Company shall provide reasonable 

cooperation to facilitate any Transfers ofthe Purchased Securities or Warrant Shares, including, 

as is reasonable under the circumstances, by furnishing such information conceming the 

Company and its business as a proposed transferee may reasonably request (including such 

information as is required by Section 4.5(k)) and making manageraent ofthe Corapany 

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095331-0002-10033-N Y02.2690847.9 
reasonably available to respond to questions ofa proposed ttansferee in accordance with 

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

confidentiality agreement. 

4.5 Registtation Rights. 

(a) Unless and until the Company becomes subject to the reporting requirements of 

Section 13 or 15(d) ofthe Exchange Act, the Company shall have no obligation to comply with 

the provisions ofthis Section 4.5 (other than Section 4.5(b)(iv)-(vi));/irov/£fe(/that the Company 

covenants and agrees that it shall comply with this Section 4.5 as soon as practicable after the 

date that it becomes subject to such reporting requirements. 

(b) Registration. 

(i) Subject to the terras and conditions ofthis Agreement, 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) ofthe Exchange Act 

(and in any event no later than 30 days thereafter), the Company shall prepare and file 

with the SEC a Shelf Registtation Stateraent covering all Regisfrable Securities (or 

otherwise designate an existing Shelf Registtation Statement filed with the SEC to cover 

the Registrable Securities), and, to the extent the Shelf Registtation 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 Shelf Registration Statement 

continuously effective and in compliance with the Securities Act and usable for resale of 

such Registrable Securities for a period frora the date ofits initial effectiveness until such 

tirae as there are no Registrable Securities remaining (including by refiling such Shelf 

Registration Statement (or a new Shelf Registtation Statement) ifthe initial Shelf 

Registration Statement expires). Notwithstanding the foregoing, ifthe Company is not 

eligible to file a registtation statement on Form S-3, then the Company shall not be 

obligated to file a Shelf Regisfration Statement unless and until requested to do so in 

writing by the Investor. 

(ii) Any regisfration pursuant to Section 4.5(b)(i) shall be effected by means 

ofa shelf registration on an appropriate form under Rule 415 under the Securities Act (a 

"ShelfRegistration Statemenf). Ifthe Investor or any other Holder intends to distribute 

any Regisfrable 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 

disfribution, including the actions required pursuant to Section 4.5(d); provided^at the 

Company shall not be required to facilitate an underwritten offering of Regisfrable 

Securities unless the expected gross proceeds from such offering exceed (i) 2% ofthe 

initial aggregate liquidation preference ofthe Preferred Shares if such initial aggregate 

liquidation preference is less than $2 billion and (ii) $200 million ifthe initial aggregate 

liquidation preference ofthe Prefened Shares is equal to or greater than $2 billion. The 

lead underwriters in any such distribution shall be selected by the Holders ofa majority 

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095331-0002-10033-NY02.2690847.9 
ofthe Regisfrable Securities to be disfributed; j9/*ov/cfe(/that to the extent appropriate and 

permitted under applicable law, such Holders shall consider the qualifications ofany 

broker-dealer Affiliate ofthe Company in selecting the lead underwriters in any such 

distribution. 

(iii) The Company shall not be required to effect a registration (including a 

resale of Registrable Securities from an effective Shelf Regisfration Statement) or an 

underwritten offering pursuant to Section 4.5(b): (A) with respect to securities that are 

not Regisfrable Securities; or (B) ifthe Company has notified the Investor and all other 

Holders that in the good faith judgment ofthe Board ofDirectors, it would be materially 

defrimental 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 raore than 45 days after receipt ofthe request of 

the Investor or any other Holder;/7TOvz(5?ec? that such right to delay a registration or 

underwritten offering shall be exercised by the Company (1) 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. 

(iv) If during any period when an effective Shelf Registration Statement is not 

available, the Company proposes to register any ofits equity securities, other than a 

regisfration pursuant to Section 4.5(b)(i) or a Special Registration, and the regisfration 

form to be filed may be used for the regisfration or qualification for distribution of 

Registrable Securities, the Company will give prompt written notice to the Investor and 

all other Holders of hs intention to effect such a registtation (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 Registtable 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 ofsuch Piggyback Registtation. The 

Corapany may terminate or withdraw any registration under this Section 4.5(b)(iv) prior 

to the effectiveness ofsuch registration, whether or not Investor or any other Holders 

have elected to include Registrable Securities in such registration. 

(v) Ifthe registration referred to in Section 4.5(b)(iv) is proposed to be 

underwritten, the Company will so advise Investor and all other Holders as a part ofthe 

written notice given pursuant to Section 4.5(b)(iv). In such event, the right of Investor 

and all other Holders to registration pursuant to Section 4.5(b) will be conditioned upon 

such persons' participation in such underwriting and the inclusion ofsuch person's 

Registrable Securities in the underwriting if such securities are ofthe 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 customaty form with 

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095331-0002-i0033-NY02.2690847.9 
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 inderanify any 

person in connection with any registration. If any participating person disapproves ofthe 

terms ofthe underwriting, such person may elect to withdraw therefrom by written notice 

to the Company, the managing underwriters and the Investor (ifthe Investor is 

participating in the underwriting). 

(vi) 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 

Regisfration Statement pursuant to Section 4.5(b)(ii) or (y) a Piggyback Regisfration 

under Section 4.5(b)(iv) relates to an underwritten offering on behalfofthe Company, 

and in either case the managing underwriters advise the Company that in their reasonable 

opinion the nuraber of securities requested to be included in such offering exceeds the 

number which can be sold without adversely affecting the marketability ofsuch 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 ofsuch 

managing underwriters can be sold without adversely affecting the marketability ofthe 

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 ofa Piggyback 

Registration under Section 4.5(b)(iv), the securities the Company proposes to sell, (B) 

then the Registrable Securities ofthe Investor and all other Holders who have requested 

inclusion of Regisfrable Securities pursuant to Section 4.5(b)(ii) or Section 4.5(b)(iv), as 

applicable,/jro rata on the basis ofthe aggregate number ofsuch securities or shares 

owned by each such person and (C) lastly, any other securities ofthe Company that have 

been requested to be so included, subject to the terms ofthis Agreement;/jrov/^^fei/, 

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. 

(c) Expenses of Registration. All Registration Expenses incuned in connection with 

any regisfration, qualification or compliance hereunder shall be borne by the Company. All 

Selling Expenses incuned in connection with any registrations hereunder shall be borne by the 

holders ofthe securities so registered/>TO rata on the basis ofthe aggregate offering or sale price 

ofthe securities so registered. 

(d) Obligations ofthe Companv. Whenever required to effect the registration ofany 

Registrable Securities or facilitate the distribution of Regisfrable Securities pursuant to an 

effective Shelf Registration Statement, the Company shall, as expeditiously as reasonably 

practicable: 

(i) 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 4.5(d), keep such regisfration 

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09533 l-0002-10033-NY02.2690847,9 
statement effective and keep such prospectus supplement current until the securities 

described therein are no longer Registrable Securities. 

(ii) Prepare and file with the SEC such amendments and supplements to the 

applicable regisfration statement and the prospectus or prospectus supplement used in 

connection with such registration stateraent as may be necessaty to comply with the 

provisions ofthe Securities Act with respect to the disposition of all securities covered by 

such regisfration statement. 

(iii) Furnish to the Holders and any underwriters such number of copies ofthe 

applicable regisfration statement and each such amendment and supplement thereto 

(including in each case all exhibits) and ofa prospectus, including a preliminaty 

prospectus, in conformity with the requirements ofthe 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. 

(iv) Use its reasonable best efiforts to register and qualify the securities covered 

by such registration statement under such other securities or Blue Sky laws ofsuch 

jurisdictions as shall be reasonably requested by the Holders or any raanaging 

underwriter(s), to keep such registration or qualification in effect for so long as such 

registration stateraent reraains in effect, and to take any other action which may be 

reasonably necessaty to enable such seller to consummate the disposition in such 

jurisdictions ofthe securities owned by such liolder; 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. 

(v) Notify each Holder of Registrable Securities at any tune when a 

prospectus relating thereto is required to be delivered under the Securities Act ofthe 

happening ofany event as a result of which the applicable prospectus, as then in effect, 

includes an unfrue statement of a material fact or omits to state a material fact required to 

be stated therein or necessaty to make the statements therein not misleading in light of 

the circumstances then existing. 

(vi) Give written notice to the Holders: 

(A) when any regisfration stateraent filed pursuant to Section 4.5(a) or 

any amendment thereto has been filed with the SEC (except for any amendment 

effected by the filing ofa document with the SEC pursuant to the Exchange Act) 

and when such registration statement or any post-effective amendment thereto has 

become effective; 

(B) ofany request by the SEC for amendments or supplements to any 

regisfration statement or the prospectus included therein or for additional 

information; 

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09S331-0002-10033-NY02.2690847.9 
(C) ofthe issuance by the SEC ofany stop order suspending the 

effectiveness ofany registration statement or the initiation ofany proceedings for 

that purpose; 

(D) ofthe receipt by the Company or its legal counsel ofany 

notification with respect to the suspension ofthe qualification ofthe applicable 

Registrable Securhies for sale in any jurisdiction or the initiation or threatening of 

any proceeding for such purpose; 

(E) ofthe happening ofany event that requires the Company to make 

changes in any effective registration statement or the prospectus related to the 

regisfration stateraent in order to raake the statements therein not misleading 

(which notice shall be accompanied by an instruction to suspend the use ofthe 

prospectus until the requisite changes have been made); and 

(F) if at any time the representations and wananties ofthe Company 

contained in any underwriting agreement contemplated by Section 4.5(d)(x) cease 

to be true and conect. 

(vii) Use its reasonable best efforts to prevent the issuance or obtain the 

withdrawal ofany order suspending the effectiveness ofany regisfration stateraent 

referred to in Section 4.5(d)(vi)(C) at the earliest practicable time. 

(viii) Upon the occurrence ofany event contemplated by Section 4.5(d)(v) or 

4.5(d)(vi)(E), promptly prepare a post-effective amendraent to such registration statement 

or a supplement to the related prospectus or file any other required docuraent so that, as 

thereafter delivered to the Holders and any underwriters, the prospectus will not contain 

an untme statement ofa 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. Ifthe Company notifies the Holders in accordance with Section 4.5(d)(vi)(E) 

to suspend the use ofthe prospectus until the requisite changes to the prospectus have 

been made, then the Holders and any underwriters shall suspend use ofsuch prospectus 

and use their reasonable best efforts to return to the Company all copies ofsuch 

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. 

(ix) Use reasonable best efforts to procure the cooperation ofthe Company's 

transfer agent in settling any offering or sale of Registrable Securities, including with 

respect to the fransfer of physical stock certificates into book-entty form in accordance 

with any procedures reasonably requested by the Holders or any raanaging 

underwriter(s). 

(x) If an underwritten offering is requested pursuant to Section 4.5(b)(ii), 

enter into an underwriting agreement in customary form, scope and substance and take all 

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095331-0 002-10033-NY02.2690847.9 
such other actions reasonably requested by the Holders ofa majority ofthe Registrable 

Securities being sold in connection therewith or by the managing underwriter(s), if any, 

to expedite or facilitate the underwritten disposition ofsuch 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", 

sirailar sales events and other marketing activities), (A) make such representations and 

wananties to the Holders that are selling stockholders and the managing underwriter(s), if 

any, with respect to the business ofthe 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 customaty form, substance and scope, 

and, if frue, confirm the same ifand when requested, (B) use its reasonable best efforts to 

fiirnish 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 ofthe Company 

(and, if necessaty, any other independent certified public accountants ofany business 

acquired by the Company for which fmancial statements and financial data are included 

in the Shelf Registration Stateraent) who have certified the financial statements included 

in such Shelf Regisfration Statement, addressed to each ofthe managing underwriter(s), if 

any, such letters to be in customaty form and covering matters ofthe type customarily 

covered in "cold comfort" letters, (D) if an underwriting agreement is entered into, the 

same shall contain indemnification provisions and procedures customaty in underwritten 

offerings (provided that the Investor shall not be obligated to provide any indemnity), and 

(E) deliver such documents and certificates as raay be reasonably requested by the 

Holders ofa raajority ofthe Registrable Securities being sold in connection therewith, 

their counsel and the managing underwriter(s), if any, to evidence the continued validity 

ofthe representations and warranties made pursuant to clause (i) above and to evidence 

compliance with any customaty conditions contained in the underwriting agreement or 

other agreement entered into by the Company. 

(xi) 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 ofthe Company, and cause the officers, directors and 

employees ofthe 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, 

raanaging underwriter(s), attorney or accountant in connection with such Shelf 

Registration Statement. 

(xii) 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 

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095331-0002-10033-NY02.2690847.9 
Regisfrable Securities to be listed on such securities exchange as the Investor may 

designate. 

(xiii) If requested by Holders ofa raajority ofthe 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 ofa majority ofthe Regisfrable 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 disfribution ofsuch securities and make all required 

filings ofsuch prospectus supplement or such amendment as soon as practicable after the 

Company has received such request. 

(xiv) Timely provide to its security holders earning statements satisfying the 

provisions of Section 11(a) ofthe Securities Act and Rule 158 thereunder. 

(e) Suspension of Sales. Upon receipt ofwritten notice from the Company that a 

registration statement, prospectus or prospectus supplement contains or may contain an untrue 

statement ofa 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 ofsuch registration statement, prospectus or prospectus supplement, 

the Investor and each Holder of Registrable Securities shall forthwith discontinue disposition of 

Regisfrable Securities until the Investor and/or Holder has received copies ofa 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 ofthe prospectus and, if applicable, prospectus 

supplement may be resumed, and, if so directed by fhe Company, the Investor and/or such 

Holder shall deliver to the Company (at the Corapany's expense) all copies, other than 

permanent file copies then in the Investor and/or such Holder's possession, ofthe prospectus 

and, if applicable, prospectus supplement covering such Registrable Securities current at the time 

of receipt ofsuch notice. The total number of days that any such suspension may be in effect in 

any 12-month period shall not exceed 90 days. 

(f) Termination of Registration Rights. A Holder's registration rights as to any 

securities held by such Holder (and its Affiliates, partners, merabers and former members) shall 

not be available unless such securities are Registrable Securities. 

(g) Furnishing Information. 

(i) Neither the Investor nor any Holder shall use any free writing prospectus 

(as defined in Rule 405) in connection with the sale of Regisfrable Securities without the 

prior written consent ofthe Corapany. 

(ii) It shall be a condition precedent to the obligations ofthe Company to take 

any action pursuant to Section 4,5(d) that Investor and/or the selling Holders and the 

underwriters, if any, shall fiimish to the Company such information regarding 

themselves, the Registrable Securities held by them and the intended method of 

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095331.0002-10033-NY02.2690847.9 
disposition ofsuch securities as shall be required to effect the registered offering of their 

Registrable Securities. 

(h) Indemnification. 

(i) The Company agrees to indemnify each Holder and, ifa Holder is a 

person other than an individual, such Holder's officers, directors, employees, agents, 

representatives and Affiliates, and each Person, if any, that confrols a Holder within the 

raeaning ofthe Securities Act (each, an "Indemnitee"), against any and all losses, clairas, 

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

disbursements of attorneys and other professionals incurred in connection with 

investigating, defending, settling, coraproraising or paying any such losses, claims, 

damages, actions, liabilities, costs and expenses), joint or several, arising out ofor based 

upon any untrae 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 necessaty to make the statements therein, in light ofthe 

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 

ofor is based upon (A) an untrue statement or oraission 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 araendraent or suppleraent thereto), in 

reliance upon and in conformity with inforraation regarding such Indemnitee or its plan 

of disfribution or ownership interests which was furnished in writing to the Company by 

such Indemnitee for use in connection with such regisfration statement, including any 

such preliminaty 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 Corapany. 

(ii) Ifthe indemnification provided for in Section 4.5(h)(i) is unavailable to an 

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

expenses referred to therein or is insufficient to hold the Indemnitee harmless as 

conteraplated therein, then the Company, in lieu of indemnifying such Indemnitee, shall 

confribute to the amount paid or payable by such Indemnitee as a resuh ofsuch losses, 

claims, damages, actions, liabilities, costs or expenses in such proportion as is appropriate 

to reflect the relative fault ofthe Indemnitee, on the one hand, and the Corapany, 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 

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095331-0002-10033-NY02.2690847.9 
equitable considerations. The relative fauh ofthe Company, on the one hand, and ofthe 

Indemnitee, on the other hand, shall be determined by reference to, among other factors, 

whether the untme statement ofa material fact or omission to state a material fact relates 

to information supplied by the Company or by the Inderanitee and the parties' relative 

intent, knowledge, access to inforraation and opportunity to correct or prevent such 

stateraent or omission; the Company and each Holder agree that it would not be just and 

equitable if contribution pursuant to this Section 4.5(h)(ii) were determined hy pro rata 

allocation or by any other method of allocation that does not take account ofthe equitable 

considerations refened to in Section 4.5(h)(i). No Indemnitee guilty of fraudulent 

misrepresentation (within the meaning of Section 11(f) ofthe Securities Act) shall be 

enthled to contribution from the Company ifthe Company was not guilty ofsuch 

fraudulent misrepresentation. 

(i) Assignraent of Registration Rights. The rights ofthe Investor to registration of 

Registrable Securities pursuant to Section 4.5(b) may be assigned by the Investor to a fransferee 

or assignee of Registrable Securities with a liquidation preference or, in the case ofthe Wanant, 

the liquidation preference ofthe underlying shares of Warrant Prefened Stock, no less than an 

araount equal to (i) 2% ofthe initial aggregate liquidation preference ofthe Prefened Shares if 

such initial aggregate liquidation preference is less than $2 billion and (ii) $200 raillion ifthe 

initial aggregate liquidation preference ofthe Prefened Shares is equal to or greater than $2 

billion; provided, however, the transferor shall, within ten days after such transfer, furnish to the 

Corapany written notice ofthe name and address ofsuch fransferee or assignee and the number 

and type of Registtable Securhies that are being assigned. 

G) Clear Market. Withrespecttoany underwritten offering of Registrable Securhies 

by the Investor or other Holders pursuant to this Section 4.5, 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 

Regisfration) covering any preferred stock ofthe Corapany or any securities convertible into or 

exchangeable or exercisable for prefened stock ofthe Company, during the period not to exceed 

ten days prior and 60 days following the effective date ofsuch 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 customaty lock-up agreeraents in such form and for such time period up to 90 days as 

may be requested by the managing underwriter. "Special Registration" raeans the registration of 

(A) equity securhies and/or options or other rights in respect thereof solely registered on Form S4 or Form S-8 (or successor forra) or (B) shares of equity securhies and/or options or other rights 

in respect thereof to be offered to directors, members of management, employees, consultants, 

customers, lenders or vendors ofthe Company or Corapany Subsidiaries or in connection with 

dividend reinvestment plans. 

(k) Rule 144: Rule 144A. With a view to making available to the Investor and 

Holders the benefits of certain rules and regulations ofthe SEC which may permh the sale ofthe 

Registtable Securities to the public without registration, the Corapany agrees to use its 

reasonable best efforts to: 

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095331-0002-10033-NY02,2690847.9 
(i) make and keep public information available, as those terms are understood 

and defined in Rule 144(c)(1) or any similar or analogous mle promulgated under the 

Securhies Act, at all times after the Signing Date; 

(ii) (A) file with the SEC, in a timely manner, all reports and other documents 

required ofthe Company under the Exchange Act, and (B) if at any tirae the Company is 

not required to file such reports, make available, upon the request ofany Holder, such 

information necessary to permit sales pursuant to Rule 144A (including the information 

required by Rule 144A(d)(4) under the Securhies Act); 

(iii) so long as the Investor or a Holder owns any Regisfrable Securhies, 

fiirnish to the Investor or such Holder forthwith upon request: a written stateraent by the 

Company as to hs compliance with the reporting requireraents of Rule 144 under the 

Securities Act, and ofthe Exchange Act; a copy ofthe most recent annual or quarterly 

report ofthe Company; and such other reports and documents as the Investor or Holder 

may reasonably request in availing itself of any rule or regulation ofthe SEC allowing h 

to sell any such securities to the public without registration; and 

(iv) take such further action as any Holder may reasonably request, all to the 

extent required from tirae to time to enable such Holder to sell Registrable Securhies 

without registration under the Securities Act. 

(1) As used in this Section 4.5, the following terms shall have the following 

respective meanings: 

(i) "Holder" means the Investor and any other holder of Registrable 

Securhies to whom the registration rights confened by this Agreement have been 

transferred in compliance with Section 4.5(h) hereof 

(ii) "Holders' Counsel" means one counsel for the selling Holders chosen by 

Holders holding a majority interest in the Registrable Securities being registered. 

(iii) "Register," "registered," and "registration" shall refer to a registration 

effected by preparing and (A) filing a registration statement or amendment thereto in 

corapliance with the Securhies Act and applicable rules and regulations thereunder, and 

the declaration or ordering of effectiveness ofsuch registration statement or amendment 

thereto or (B) filing a prospectus and/or prospectus supplement in respect of an 

appropriate effective regisfration statement on Form S-3. 

(iv) "Registrable Securities" means (A) all Preferred Shares, (B) the Warrant 

(subject to Section 4.5(q)) and (C) any equity securities issued or issuable directly or 

indirectly with respect to the securhies referred to in the foregoing clauses (A) or (B) by 

way of conversion, exercise or exchange thereof including the Warrant Shares, or share 

dividend or share split or in connection with a combination ofshares, recapitalization, 

reclassification, merger, amalgamation, anangement, consolidation or other 

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095331-0002-10033-NY02.2690847.9 
reorganization, pravidedthat, once issued, such securities will not be Registrable 

Securhies when (1) they are sold pursuant to an effective regisfration statement under the 

Securhies Act, (2) except as provided below in Section 4.5(p), they may be sold pursuant 

to Rule 144 without limitation thereunder on volume or manner of sale, (3) they shall 

have ceased to be outstanding or (4) they have been sold in a private transaction in which 

the fransferor's rights under this Agreement are not assigned to the transferee ofthe 

securities. No Registrable Securities may be registered under more than one registration 

statement at any one time. 

(v) "Registration Expenses" mean all expenses incuned by the Company in 

effecting any regisfration pursuant to this Agreement (whether or not any registration or 

prospectus becoraes effective or final) or otherwise complying with its obligations under 

this Section 4.5, 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 ofthe Company's independent accountants in 

connection with any regular or special reviews or audits incident to or required by any 

such registration, but shall not include Selling Expenses. 

(vi) "Rule 144", "Rule I44A", "Rule I59A", "Rule 405" and "Rule 415" mean, 

in each case, such rule promulgated under the Securhies Act (or any successor provision), 

as the same shall be amended frora time to time. 

(vii) "Selling Expenses" mean all discounts, selling commissions and stock 

fransfer taxes applicable to the sale of Registrable Securhies and fees and disbursements 

of counsel for any Holder (other than the fees and disbursements of Holders' Counsel 

included in Registration Expenses). 

(m) At any time, any holder of Securities (including any Holder) may elect to forfeit 

its rights set forth in this Section 4.5 from that date forward; provided, that a Holder forfeiting 

such rights shall nonetheless be entitied to participate under Section 4.5(b)(iv) - (vi) in any 

Pending Underwritten Offering to the same extent that such Holder would have been enthled to 

ifthe holder had not withdrawn; and provided, further, that no such forfeiture shall terminate a 

Holder's rights or obligations under Section 4.5(g) with respect to any prior registtation or 

Pending Underwritten Offering. "Pending Underwritten Offering" means, with respect to any 

Holder forfeiting its rights pursuant to this Section 4.5(m), any underwritten offering of 

Registrable Securhies in which such Holder has advised the Company of its intent to register its 

Registrable Securities either pursuant to Section 4.5(b)(ii) or 4.5(b)(iv) prior to the date ofsuch 

Holder's forfehure. 

(n) Specific Performance. The parties hereto acknowledge that there would be no 

adequate remedy at law ifthe Corapany fails to perfonn any ofits obligations under this Section 

4.5 and that the Investor and the Holders from time to time may be ineparably 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 entitied at law or in equity, to the fullest extent permitted and 

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095331-0002-10033-NY02.2S90847.9 
enforceable under applicable law shall be enthled to compel specific performance ofthe 

obligations ofthe Company under this Section 4,5 in accordance with the terms and conditions 

ofthis Section 4.5. 

(o) No Inconsistent Agreements. The Company shall not, on or after the Signing 

Date, enter into any agreement with respect to its securhies that may impair the rights granted to 

the Investor and the Holders under this Section 4,5 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 Section 4.5. 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 Section 4.5 (including agreements that are inconsistent with the order 

of priority contemplated by Section 4.5(b)(vi)) 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 Section 4.5. 

(p) Certain Offerings bv the Investor. Inthecaseof any securities held by the 

Investor that cease to be Registrable Securities solely by reason of clause (2) in the definition of 

"Registrable Securhies," the provisions of Sections 4.5(b)(ii), clauses (iv), (ix) and (x)-(xii) of 

Section 4.5(d), Section 4.5(h) and Section 4.5(j) shall continue to apply until such securities 

otherwise cease to be Registrable Securities. In any such case, an "underwritten" offering or 

other disposition shall include any distribution ofsuch securhies on behalfofthe Investor by one 

or more broker-dealers, an "underwriting agreemenf 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. 

(q) Registered Sales ofthe Warrant. The Holders agree to seU the Warrant or any 

portion thereof under the Shelf Registration Stateraent only beginning 30 days after notifying the 

Company ofany such sale, during which 30-day period the Investor and all Holders ofthe 

Wanant shall take reasonable steps to agree to revisions to the Wanant to permit a public 

disfribution ofthe Wanant, including entering into a warrant agreement and appointing a warrant 

agent. 

4.6 Depositarv Shares. Upon request by the Investor at any time following the 

Closing Date, the Company shall promptiy enter into a depositaty arrangement, pursuant to 

customaty agreements reasonably satisfactoty to the Investor and with a depositaty reasonably 

acceptable to the Investor, pursuant to which the Prefened Shares or the Warrant Shares may be 

deposited and depositaty shares, each representing a fraction ofa Prefened Share or Warrant 

Share, as applicable, as specified by the Investor, may be issued. Frora and after the execution of 

any such depositaty anangeraent, and the deposit ofany Preferred Shares or Warrant Shares, as 

applicable, pursuant thereto, the depositary shares issued pursuant thereto shall be deemed 

"Prefened Shares", "Wanant Shares" and, as applicable, "Regisfrable Securities" for purposes of 

this Agreement. 

4.7 Resfriction on Dividends and Repurchases. 

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095331-0002-10033-NY02.2690847.9 
(a) Prior to the earlier of (x) the third anniversaty ofthe Closing Date and (y) the date 

on which all ofthe Prefened Shares and Warrant Shares have been redeeraed in whole or the 

Investor has transferred all ofthe Preferred Shares and Warrant Shares to third parties which are 

not Affiliates ofthe Investor, neither the Company nor any Company Subsidiaty shall, without 

the consent ofthe Investor, declare or pay any dividend or make any disfribution on capital stock 

or other equity securhies ofany kind ofthe Company or any Company Subsidiaty (other than (i) 

regular quarterly cash dividends of not more than the amount ofthe last quarterly cash dividend 

per share declared or, if lower, announced to its holders of Common Stock an intention to 

declare, on the Comraon Stock prior to Noveraber 17, 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 prefened stock in accordance 

with the terms thereof and which are permitted under the terms ofthe Preferred Shares and the 

Warrant Shares, (iv) dividends or distributions by any wholly-owned Corapany Subsidiary or (v) 

dividends or disttibutions by any Corapany Subsidiaty required pursuant to binding contractual 

agreeraents entered into prior to November 17, 2008). 

(b) During the period beginning on the third anniversary ofthe Closing Date and 

ending on the earlier of (i) the tenth anniversaty ofthe Closing Date and (ii) the date on which all 

ofthe Preferred Shares and Wanant Shares have been redeemed in whole or the Investor has 

transferred all ofthe Preferred Shares and Wanant Shares to third parties which are not Affiliates 

ofthe Investor, neither the Company nor any Company Subsidiaty shall, without the consent of 

the Investor, (A) pay any per share dividend or disfribution on capital stock or other equity 

securhies ofany kind ofthe Corapany at a per annura rate that is in excess of 103% ofthe 

aggregate per share dividends and distributions for the iramediately prior fiscal year (other than 

regular dividends on shares of prefened stock in accordance with the terras thereof and which 

are pennitted under the terms ofthe Prefened Shares and the Wanant Shares); provided that no 

increase in the aggregate amount of dividends or disttibutions on Common Stock shall be 

permitted as a resuh ofany dividends or distributions paid in shares of Common Stock, any stock 

split or any similar transaction or (B) pay aggregate dividends or distributions on capital stock or 

other equity securities ofany kind ofany Company Subsidiaty that is in excess of 103% ofthe 

aggregate dividends and distributions paid for the immediately prior fiscal year (other than in the 

case ofthis clause (B), (1) regular dividends on shares of preferred stock in accordance with the 

terms thereof and which are permitted under the terms ofthe Prefened Shares and the Wanant 

Shares, (2) dividends or disfributions by any wholly-owned Company Subsidiary, (3) dividends 

or disfributions by any Company Subsidiaty required pursuant to binding confractual agreements 

entered into prior to November 17, 2008) or (4) dividends or distributions on newly issued shares 

ofcapital stock for cash or other property. 

(c) Prior to the earlier of (x) the tenth anniversaty ofthe Closing Date and (y) the date 

on which all ofthe Prefened Shares and Wanant Shares have been redeemed in whole or the 

Investor has transferred all ofthe Preferred Shares and Warrant Shares to third parties which are 

not Affiliates ofthe Investor, neither the Company nor any Company Subsidiaty shall, without 

the consent ofthe Investor, redeem, purchase or acquhe any shares of Common Stock or other 

capital stock or other equity securhies ofany kind ofthe Company or any Company Subsidiaty, 

or any trust prefened securities issued by the Company or any Affiliate ofthe Company, other 

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095331-0002-10033-NY02.2690847.9 
than (i) redemptions, purchases or other acquisitions ofthe Preferred Shares and Warrant Shares, 

(ii) in connection with the administration ofany employee benefit plan in the ordinary course of 

business and consistent with past practice, (iii) the acquisition by the Company or any ofthe 

Company Subsidiaries ofrecord ownership in Junior Stock or Parity Stock for the beneficial 

ownership ofany other persons (other than the Company or any other Company Subsidiaty), 

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 (clauses (ii) and (iii), collectively, the 

"Permitted Repurchases"), (v) redemptions of securhies held by the Company or any whollyowned Company Subsidiary or (vi) redemptions, purchases or other acquisitions ofcapital stock 

or other equity securhies ofany kind ofany Company Subsidiaty required pursuant to binding 

contractual agreeraents entered into prior to November 17,2008. 

(d) Until such time as the Investor ceases to own any Prefened Shares or Warrant 

Shares, the Company shall not repurchase any Preferred Shares or Wanant Shares from any 

holder thereof, whether by means of open market purchase, negotiated fransaction, or otherwise, 

other than Permitted Repurchases, unless h offers to repurchase a ratable portion ofthe Preferred 

Shares or Warrant Shares, as the case may be, then held by the Investor on the same terms and 

conditions. 

(e) During the period beginning on the tenth anniversaty ofthe Closing and ending 

on the date on which all ofthe Preferred Shares and Wanant Shares have been redeemed in 

whole or the Investor has ttansfened all ofthe Preferred Shares and Wanant Shares to third 

parties which are not Affiliates ofthe Investor, neither the Company nor any Company 

Subsidiaty shall, without the consent ofthe Investor, (i) declare or pay any dividend or make any 

distribution on capital stock or other equity securities ofany kind ofthe Company or any 

Company Subsidiary; or (ii) redeem, purchase or acquire any shares of Common Stock or other 

capital stock or other equity securities ofany kind ofthe Company or any Company Subsidiaty, 

or any trast prefened securities issued by the Company or any Affiliate ofthe Company, other 

than (A) redemptions, purchases or other acquisitions ofthe Preferred Shares and Wanant 

Shares, (B) regular dividends on shares of preferred stock in accordance with the terms thereof 

and which are permitted under the terms ofthe Prefened Shares and the Warrant Shares, or (C) 

dividends or disttibutions by any wholly-owned Company Subsidiaty. 

(f) "Junior Stock" means Common Stock and any other class or series of stock ofthe 

Company the terms of which expressly provide that h ranks junior to the Preferred Shares as to 

dividend rights and/or as to rights on liquidation, dissolution or winding up ofthe Company. 

"Parity Stock" means any class or series of stock ofthe Company the terras of which do not 

expressly provide that such class or series will rank senior or junior to the 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). 

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09533I-0002-10033-NY02.2S90847.9 
4.8 Executive Compensation. Until such time as the Investor ceases to own any debt 

or equity securities ofthe Company acquired pursuant to this Agreement or the Wanant, the 

Company shall take all necessary action to ensure that its Benefit Plans with respect to its Senior 

Executive Officers comply in all respects with Section 111(b) ofthe EESA as implemented by 

any guidance or regulation thereunder that has been issued and is in effect as ofthe Closing Date, 

and shall not adopt any new Benefit Plan with respect to hs Senior Executive Officers that does 

not comply therewith. "Senior Executive Officers" means the Company's "senior executive 

officers" as defined in subsection 111(b)(3) ofthe EESA and regulations issued thereunder, 

including the rules set forth in 31 C.F.R. Part 30. 

4.9 Related Party Transactions. Until such time as the Investor ceases to own any 

Purchased Securities or Warrant Shares, the Company and the Corapany 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 (i) such fransactions are on terms no less favorable to the 

Company and the Company Subsidiaries than could be obtained from an unaffiliated third party, 

and (ii) have been approved by the audh committee ofthe Board ofDirectors or comparable 

body of independent directors ofthe Company. 

4.10 Bank and Thrift Holding Companv Status. If the Company is a Bank Holding 

Company or a Savings and Loan Holding Company on the Signing Date, then the 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 Purchased Securities or Warrant Shares. The 

Company shall redeem all Purchased Securities and Wanant Shares held by the Investor prior to 

terminating its status as a Bank Holding Company or Savings and Loan Holding Company, as 

appHcable. "BankHolding Company" means a company registered as such with the Board of 

Governors ofthe Federal Reserve System (the "Federal Reserve") pursuant to 12 U.S.C. §1842 

and the regulations ofthe Federal Reserve promulgated thereunder. "Savings and Loan Holding 

Company" means a company registered as such with the Ofifice of Thrift Supervision pursuant to 

12 U.S.C. § 1467(a) and the regulations ofthe Office of Thrift Supervision promulgated 

thereunder. 

4.11 Predominantlv Financial. For as long as the Investor owns any Purchased 

Securities or Warrant Shares, the Company, to the extent h is not itself an insured depositoty 

insthution, agrees to remain predominantly engaged in financial activhies. A company is 

predominantly engaged in financial activhies ifthe annual gross revenues derived by the 

company and all subsidiaries ofthe company (excluding revenues derived frora subsidiaty 

depository institutions), on a consolidated basis, frora engaging in activhies that are financial in 

nature or are incidental to a financial activity under subsection (k) of Section 4 ofthe Bank 

Holding Corapany Act of 1956 (12 U.S.C. 1843(k)) represent at least 85 percent ofthe 

consolidated annual gross revenues ofthe company. 

Article V 

Miscellaneous 

5.1 Termination. This Agreement may be terminated at any time prior to the Closing; 

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095331-0002-10033-NY02.2690847.9 
(a) by either the Investor or the Company ifthe Closing shall not have occuned by 

the 30* calendar day following the Signing Date;provided, however, that in the event the 

Closing has not occuned by such 30* calendar day, the parties will consuh in good faith to 

determine whether to extend the term ofthis Agreement, h being understood that the parties shall 

be required to consult only until the fifth day after such 30* calendar day and not be under any 

obligation to extend the term ofthis Agreement therea^er; provided, further, that the right to 

terminate this Agreement under this Section 5.1(a) shall not be available to any party whose 

breach ofany representation or warranty or failure to perform any obligation under this 

Agreement shall have caused or resulted in the failure ofthe Closing to occur on or prior to such 

date; or 

(b) 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 

(c) by the mutual written consent ofthe Investor and the Company. 

In the event of termination ofthis Agreement as provided in this Section 5.1, 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 ofthis 

Agreement. 

5.2 Survival of Representations and Warranties. All covenants and agreements, other 

than those which by their terms apply in whole or in part after the Closing, shall terminate as of 

the Closing. The representations and warranties ofthe Corapany made herein or in any 

certificates delivered in connection with the Closing shall survive the Closing without liraitation. 

5.3 Amendment. Noamendmentofany provision ofthis Agreement whl be effective 

unless made in writing and signed by an officer or a duly authorized representative ofeach party; 

pravidedthat the Investor may unilaterally amend any provision ofthis Agreement to the extent 

required to comply whh any changes after the Signing Date in applicable federal statutes. 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 ofany other right, power or privilege. The rights and remedies herein provided shall be 

cumulative ofany rights or remedies provided by law. 

5.4 Waiver of Condhions. The condhions to each party's obligation to consummate 

the Purchase are for the sole benefit ofsuch 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 h is in a 

writing signed by a duly authorized officer ofthe waiving party that makes express reference to 

the provision or provisions subject to such waiver. 

5.5 Governing Law: Submission to Jurisdiction. Etc.This Agree ment will be 

governed by and construed in accordance with the federal law ofthe United States ifand to 

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095331-0002-10033-NY02.2690847.9 
the extent such law is applicable, and otherwise in accordance with the laws ofthe 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 ofthe 

United States District Court for the District ofColumbia and the United States Court of 

Federal Claims for any and all civil actions, suits or proceedings arising out ofor relating 

to this Agreement or the Warrant or the transactions contemplated hereby or thereby, 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 5.6 and (ii) the Investor in accordance with 

federal law. To the extent permitted by applicable law, each ofthe parties hereto hereby 

unconditionally waives trial by jury in any civil legal action or proceeding relating to this 

Agreement or the Warrant or the transactions contemplated hereby or thereby. 

5.6 Notices. Any notice, request, instmction or other document to be given hereunder 

by any party to the other will be in wrhing and will be deemed to have been duly given (a) on the 

date of delivety if delivered personally, or by facsiraile, upon confirraation 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 to the Company shall be delivered as set forth in Schedule A, or 

pursuant to such other insfruction as may be designated in writing by the Company to the 

Investor. All notices to the Investor shall be delivered as set forth below, or pursuant to such 

other instructions as may be designated in writing by the Investor to the Company. 

Ifto the Investor: 

United States Department ofthe Treasury 

1500 Pennsylvania Avenue, NW, Room 2312 

Washington, D.C. 20220 

Attention: Assistant General Counsel (Banking and Finance) 

Facsimile: (202) 622-1974 

5.7 Definitions 

(a) When a reference is made in this Agreement to a subsidiaty ofa person, the term 

"subsidiary" means any corporation, partnership, joint venture, limited liability company or other 

entity (x) of which such person or a subsidiary ofsuch person is a general partner or (y) of which 

a majority ofthe voting securities or other voting interests, or a majority ofthe securities or other 

interests of which having by their terms ordinaty 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 

(b) The term "Affiliate" means, with respect to any person, any person directly or 

indirectly controlling, controlled by or under coramon control with, such other person. For 

purposes ofthis definition, "control" (including, with conelative meanings, the terms "controlled 

by" and "under common control with") when used with respect to any person, means the 

possession, directiy or indirectly, ofthe power to cause the direction of management and/or 

-34-

095331-0002-10033-NY02.2690847.9 
policies ofsuch person, whether through the ownership of voting securities by confract or 

otherwise. 

(c) The terms "knowledge ofthe Company" or "Company's knowledge" mean the 

actual knowledge after reasonable and due inquity ofthe "officers" (as such term is defined in 

Rule 3 b-2 under the Exchange Act, but excluding any Vice President or Secretaty) ofthe 

Company. 

5.8 Assignment. Neither this Agreement nor any right, reraedy, obligation nor 

liability arising hereunder or by reason hereof shall be assignable by any party hereto without the 

prior written consent ofthe other party, and any attempt to assign any right, reraedy, obligation 

or liability hereimder without such consent shall be void, except (a) an assignment, in the case of 

a merger, consolidation, statutoty share exchange or similar fransaction that requires the approval 

ofthe Company's stockholders (a "Business Combination") where such party is not the surviving 

entity, or a sale of substantially all ofits assets, to the entity which is the survivor ofsuch 

Business Combination or the purchaser in such sale and (b) as provided in Sections 3.5 and 4.5. 

5.9 Severability. If any provision ofthis Agreement or the Wanant, 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 ofthe 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 suhable and equhable 

substitute provision to effect the original intent ofthe parties. 

5.10 No Third Partv Beneficiaries. Nothing contained in this Agreeraent, expressed or 

iraplied, is intended to confer upon any person or entity other than the Company and the Investor 

any benefit, right or remedies, except that the provisions of Section 4.5 shall inure to the benefit 

ofthe persons referred to in that Section. 

-35-

095331-0002-10033-NY02.2690847.9 
ANNEXA 

FORM OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK 

[SEE ATTACHED] 

095331-0002-10033-NY02.2690847.9 
ANNEXA 

FORM OF [CERTIFICATE OF DESIGNATIONS] 

OF 

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES [•] 

OF 

[•] 

[Insert name of Issuer], a [corporation/banlsybanking association] organized and existing 

under the laws ofthe [Insert jurisdiction of organization} (the "Issuer"), in accordance with the 

provisions of Section[s] [•] ofthe [Insert applicable statute] thereof, does hereby certify: 

The board of directors ofthe Issuer (the "Board ofDirectors") or an applicable committee 

ofthe Board ofDirectors, in accordance with the [[certificate of incorporation/articles of 

association] and bylaws] ofthe Issuer and applicable law, adopted the following resolution on 

[•] creating a series of [•] shares of Prefened Stock ofthe Issuer designated as "Fixed Rate 

Cumulative Perpetual Preferred Stock. Series [•]". 

RESOLVED, that pursuant to the provisions ofthe [[certificate of incorporation/articles 

of association] and the bylaws] ofthe Issuer and applicable law, a series ofPreferred Stock, par 

value $[•] per share, ofthe Issuer be and hereby is created, and that the designation and number 

ofshares ofsuch series, and the voting and other powers, preferences and relative, participating, 

optional or other rights, and the qualifications, Umitations and resttictions thereof, ofthe shares 

ofsuch series, are as follows: 

Part 1. Designation and Number of Shares. There is hereby created out ofthe authorized 

and unissued shares of preferred stock ofthe Issuer a series of prefened stock designated as the 

"Fixed Rate Curaulative Perpetual Preferred Stock, Series [•]" (the "Designated Prefened 

Stock"). The authorized number ofshares ofDesignated 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. Definhions. 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 $[•] per share, ofthe 

Issuer. 

(b) "Dividend Pavment Date" means Febraary 15, May 15, August 15 and November 

15 of each year. 

095331-0002-11515-NY02.2690860.10 
(c) "Junior Stock" means the Common Stock, [Insert titles ofany existing Junior 

Stock] and any other class or series of stock ofthe Issuer the terms of which expressly provide 

that it ranks junior to Designated Prefened Stock as to dividend rights and/or as to rights on 

liquidation, dissolution or winding up ofthe Issuer. 

(d) "Liquidation Amounf means $[1,000]' per share ofDesignated Prefened Stock. 

(e) "Minimum Amount" means $[Insert $ amount equal to 25% ofthe aggregate 

value ofthe Designated Preferred Stock issued on the Original Issue Date]. 

(f) "Parity Stock" raeans any class or series of stock ofthe Issuer (other than 

Designated Preferred Stock) the terras of which do not expressly provide that such class or series 

will rank senior or junior to Designated Prefened Stock as to dividend rights and/or as to rights 

on liquidation, dissolution or winding up ofthe Issuer (in each case without regard to whether 

dividends accrue cumulatively or non-cumulatively). Without limhing the foregoing. Parity 

Stock shall include the Issuer's [Insert title(s) of existing classes or series of Pariiy Stock]. 

(g) "Signing Date" means [Insert date of applicable securities purchase agreement]. 

Part. 4. Certain Voting Matters. [To be inserted ifthe Charter provides for voting in 

proportion to liquidation preferences'. Whether the vote or consent ofthe holders ofa plurality, 

majority or other portion ofthe shares ofDesignated Preferred Stock and any Voting Parity 

Stock has been cast or given on any matter on which the holders ofshares ofDesignated 

Prefened Stock are enthled to vote shall be determined by the Issuer by reference to the specified 

liquidation amount ofthe shares voted or covered by the consent as ifthe Issuer were liquidated 

on the record date for such vote or consent, if any, or, in the absence ofa record date, on the date 

for such vote or consent. For purposes of determining the voting rights ofthe holders of 

Designated Prefened Stock under Section 7 ofthe Standard Provisions fonning part ofthis 

[Certificate of Designations], each holder will be enthled to one vote for each $1,000 of 

liquidation preference to which such holder's shares are entitled.] [To be inserted ifthe Charter 

does not provide for voting in proportion to liquidation preferences: Holders ofshares of 

Designated Prefened Stock will be enthled to one vote for each such share on any matter on 

which holders ofDesignated Preferred Stock are entitied to vote, including any action by written 

consent.] 

[Remainder of Page Intentionally Left Blank] 

' If Issuer desires to issue shares with a higher dollar ainount liquidation preference, liquidation preference 

references will be modified accordingly. In such case (in accordance with Section 4.6 ofthe Securities 

Purchase Agreement), the issuer will be required to enter into a deposit agreement. 

09S331-0002-1I515-NY02.2690860,10 
IN WITNESS WHEREOF, [Insert name of Issuer] has caused this [Certificate of 

Designations] to be signed by [•], its [•], this [•] day of [•]. 

[Insert name of Issuer] 

By: 

Name: 

Thle: 

095331-0002-115I5-NY02.2690860.10 
Schedule A 

STANDARD PROVISIONS 

Section 1. General Matters. Each share ofDesignated Preferred Stock shall be identical 

in all respects to evety other share ofDesignated Preferred Stock. The Designated Preferred 

Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that 

form a part ofthe Certificate of Designations. The Designated Prefened Stock shall rank equally 

with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends 

and the disfribution of assets in the event ofany dissolution, liquidation or winding up ofthe 

Issuer. 

Section 2. Standard Definitions. As used herein with respect to Designated Preferred 

Stock: 

(a) "Applicable Dividend Rate" means (i) during the period from the Original Issue 

Date to, but excluding, the first day ofthe first Dividend Period commencing on or after the fifth 

anniversaty ofthe Original Issue Date, 5% per annum and (ii) from and after the first day ofthe 

first Dividend Period commencing on or after the fifth anniversaty ofthe Original Issue Date, 

9% per annum. 

(b) "Appropriate Federal Banking Agencv" means the "appropriate Federal banking 

agency" with respect to the Issuer as defined in Section 3(q) ofthe Federal Deposh Insurance 

Act (12 U.S.C. Section 1813(q)), or any successor provision. 

(c) "Business Combination" means a raerger, consolidation, statutory share 

exchange or similar fransaction that requires the approval ofthe Issuer's stockholders. 

(d) "Business Day" raeans any day except Saturday, Sunday and any day on which 

banking institutions in the State of New York generally are authorized or required by law or 

other governmental actions to close. 

(e) "Bvlaws" means the bylaws ofthe Issuer, as they may be amended from time to 

time. 

(f) "Certificate of Designations" means the Certificate of Designations or coraparable 

instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a 

part, as h may be amended from time to time. 

(g) "Charter" means the Issuer's certificate or articles of incorporation, articles of 

association, or sirailar organizational document. 

(h) "Dividend Period" has the meaning set forth in Section 3(a). 

(i) "Dividend Record Date" has the meaning set forth in Section 3(a). 

(j) "Liquidation Preference" has the meaning set forth in Section 4(a). 

09S331-0002-11515-NY02.2690860.10 
(k) "Original Issue Date" raeans the date on which shares ofDesignated Preferred 

Stock are first issued. 

(I) "Preferred Director" has the meaning set forth in Section 7(b). 

(ra) "Prefened Stock" means any and all series of preferred stock ofthe Issuer, 

including the Designated Prefened Stock. 

(n) "Oualified Equity Offering" raeans the sale and issuance for cash by the Issuer to 

persons other than the Issuer or any ofits subsidiaries after the Original Issue Date ofshares of 

perpetual Preferred Stock, Common Stock or any combination ofsuch stock, that, in each case, 

qualify as and raay be included in Tier 1 capital ofthe Issuer at the tirae of issuance under the 

applicable risk-based capital guidelines ofthe Issuer's Appropriate Federal Banking Agency 

(other than any such sales and issuances raade pursuant to agreeraents or arrangements entered 

into, or pursuant to financing plans which were publicly announced, on or prior to November 17, 

2008). 

(o) "Standard Provisions" mean these Standard Provisions that form a part of the 

Certificate of Designations relating to the Designated Preferred Stock. 

(p) "Successor Preferred Stock" has the meaning set forth in Section 5(a). 

(q) "Voting Parity Stock" means, y/ith regard to any matter as to which the holders of 

Designated Prefened Stock are enthled to vote as specified in Sections 7(a) and 7(b) of these 

Standard Provisions that form a part ofthe 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 ofDesignated Preferred Stock shall be entitled to receive, on each 

share ofDesignated Preferred Stock if as and when declared by the Board ofDirectors or any 

duly authorized committee ofthe Board ofDirectors, 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 ofDesignated Prefened 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 anears 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 accrae 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 

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095331-0002-11515-NY02.2690860.10 
Dividend Period shall be the period from and including the Original Issue Date to, but excluding, 

the next Dividend Payment Date. 

Dividends that are payable on Designated Prefened Stock in respect ofany Dividend 

Period shall be computed on the basis ofa 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 ofa 

Dividend Period, and for the initial Dividend Period, shall be computed on the basis ofa 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 ofrecord ofDesignated Prefened Stock as they appear on the stock 

register ofthe 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 ofDirectors or any duly authorized committee ofthe Board ofDirectors 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 ofDesignated Prefened Stock shall not be entitied to any dividends, whether 

payable in cash, securhies 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) Prioritv of Dividends. So long as any share of Designated Prefened Stock 

remains outstanding, no dividend or distribution shall be declared or paid on the Comraon Stock 

or any other shares of Junior Stock (other than dividends payable solely in shares of Common 

Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity 

Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectiy, 

purchased, redeemed or otherwise acquired for consideration by the Issuer or any ofits 

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 ofDesignated 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 ofthe holders ofshares ofDesignated 

Prefened Stock on the applicable record date). The foregoing limhation shall not apply to (i) 

redemptions, purchases or other acquishions ofshares of Common Stock or other Junior Stock in 

connection with the administration ofany employee benefit plan in the ordinary course of 

business and consistent with past practice; (ii) the acquisition by the Issuer or any ofits 

subsidiaries ofrecord ownership in Junior Stock or Parity Stock for the beneficial ownership of 

any other persons (other than the Issuer or any of hs subsidiaries), including as trustees or 

custodians; and (iii) the exchange or conversion of Junior Stock for or into other Junior Stock or 

of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation 

araount) or Junior Stock, in each case, 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. 

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095331-0002-11515-NY02.2690860.10 
When dividends are not paid (or declared and a sum sufficient for payment thereof set 

aside for the benefit ofthe 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 Prefened 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 Payraent Dates, on a dividend payment date falling 

within the Dividend Period related to such Dividend Payment Date) shall be declared jsro rata so 

that the respective amounts ofsuch dividends declared shall bear the same ratio to each other as 

all accrued and unpaid dividends per share on the shares ofDesignated Prefened Stock 

(including, if applicable as provided in Section 3(a) above, dividends on such araount) and all 

Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having 

dividend payraent dates different frora 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 ofDirectors or a duly authorized committee ofthe Board of 

Directors out of legally available ftinds and including, in the case of Parity Stock that bears 

cumulative dividends, all accrued but unpaid dividends) bear to each other. Ifthe Board of 

Directors or a duly authorized committee ofthe Board ofDirectors determines not to pay any 

dividend or a full dividend on a Dividend Payment Date, the Issuer will provide written notice to 

the holders ofDesignated Preferred Stock prior to such Dividend Payraent Date. 

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or 

other property) as raay be determined by the Board ofDirectors or any duly authorized 

committee ofthe Board ofDirectors may be declared and paid on any securities, including 

Common Stock and other Junior Stock, from time to time out ofany funds legally available for 

such payment, and holders ofDesignated Preferred Stock shall not be entitled to participate in 

any such dividends. 

Section 4. Liquidation Rights. 

(a) Voluntaty or Involuntarv Liquidation. In the event ofany liquidation, dissolution 

or winding up ofthe affairs ofthe Issuer, whether voluntaty or involuntaty, holders of 

Designated Prefened Stock shall be entitled to receive for each share ofDesignated Preferred 

Stock, out ofthe assets ofthe Issuer or proceeds thereof (whether capital or surplus) available for 

distribution to stockholders ofthe Issuer, subject to the rights ofany creditors ofthe Issuer, 

before any distribution ofsuch assets or proceeds is made to or set aside for the holders of 

Common Stock and any other stock ofthe 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 ofany accraed 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 Pavment. Ifin any disfribution described in Section 4(a) above the assets 

ofthe Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with respect 

to all outstanding shares ofDesignated Prefened Stock and the conesponding amounts payable 

with respect ofany other stpck ofthe Issuer ranking equally with Designated Prefened Stock as 

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095331-0002-11515-NY02.2690860.10 
to such distribution, holders ofDesignated Preferred Stock and the holders ofsuch other stock 

shall share ratably in any such distribution in proportion to the full respective disfributions to 

which they are entitied. 

(c) Residual Disfributions. Ifthe Liquidation Preference has been paid in full to all 

holders ofDesignated Preferred Stock and the conesponding amounts payable with respect of 

any other stock ofthe Issuer ranking equally with Designated Preferred Stock as to such 

distribution has been paid in full, the holders of other stock ofthe Issuer shall be enthled to 

receive all reraaining assets ofthe Issuer (or proceeds thereof) according to their respective rights 

and preferences. 

(d) Merger. Consolidation and Sale of Assets Not Liquidation. For purposes ofthis 

Section 4, the merger or consolidation ofthe Issuer with any other corporation or other entity, 

including a raerger or consolidation in which the holders ofDesignated Prefened Stock receive 

cash, securhies or other property for their shares, or the sale, lease or exchange (for cash, 

securities or other property) of all or substantially all ofthe assets ofthe Issuer, shall not 

constitute a liquidation, dissolution or winding up ofthe Issuer. 

Section 5. Redemption. 

(a) Optional Rederaption. Except as provided below, the Designated Prefened Stock 

may not be redeemed prior to the first Dividend Payment Date falling on or after the third 

anniversaty ofthe Original Issue Date. On or after the first Dividend Payment Date falling on or 

after the third anniversaty ofthe Original Issue Date, the Issuer, at its option, subject to the 

approval ofthe 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 ofDesignated 

Prefened 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) except as 

otherwise provided below, any accmed 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. 

Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or 

after the third anniversaty ofthe Original Issue Date, the Issuer, at its option, subject to the 

approval ofthe Appropriate Federal Banking Agency, may redeem, in whole or in part, at any 

tirae and frora tirae to time, the shares ofDesignated Prefened Stock at the time outstanding, 

upon notice given as provided in Section 5(c) below, at a redemption price equal to the sura of (i) 

the Liquidation Amount per share and (ii) except as otherwise provided below, 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;/jrov/^fet^ that (x) the Issuer (or any successor by Business Combination) 

has received aggregate gross proceeds of not less than the Minimum Amount (plus the 

"Minimura Amount" as defined in the relevant certificate of designations for each other 

outstanding series of preferred stock ofsuch successor that was originally issued to the United 

States Department ofthe Treasuty (the "Successor Prefened Stock") in connection with the 

Troubled Asset Relief Program Capital Purchase Program) frora one or more Qualified Equity 

Offerings (including Qualified Equity Offerings ofsuch successor), and (y) the aggregate 

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095331-0002-11515-NY02.2690860.10 
redemption price ofthe Designated Prefened Stock (and any Successor Prefened Stock) 

redeemed pursuant to this paragraph may not exceed the aggregate net cash proceeds received by 

the Issuer (or any successor by Business Combination) from such Qualified Equity Offerings 

(including Qualified Equity Offerings ofsuch successor). 

The redemption price for any shares ofDesignated Preferred Stock shall be payable on 

the rederaption date to the holder ofsuch shares against sunender ofthe 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 entitied to receive the redemption price on the redemption date, but 

rather shall be paid to the holder ofrecord ofthe 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 Prefened Stock will not be subject to any 

mandatoty redemption, sinking fund or other similar provisions. Holders ofDesignated Prefened 

Stock will have no right to require redemption or repurchase ofany shares ofDesignated 

Preferred Stock. 

(c) Notice of Rederaption. Notice of evety redemption of shares of Designated 

Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of 

record ofthe 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 tiie 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 ofshares 

ofDesignated Preferred Stock designated for redemption shall not affect the validity ofthe 

proceedings for the redemption ofany other shares ofDesignated Prefened Stock. 

Notwithstanding the foregoing, if shares ofDesignated Prefened Stock are issued in book-entty 

form through The Deposhory Trast Company or any other similar facility, notice of redemption 

may be given to the holders ofDesignated Preferred Stock at such time and in any manner 

permitted by such facility. Each notice of rederaption given to a holder shall state: (1) the 

redemption date; (2) the number ofshares ofDesignated Prefened Stock to be redeemed and, if 

less than all the shares held by such holder are to be redeemed, the nuraber ofsuch 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 ofthe redemption price. 

(d) Partial Redemption. In case of any redemption of part of the shares of Designated 

Prefened Stock at the time outstanding, the shares to be redeemed shall be selected either pro 

rata or in such other manner as the Board ofDirectors or a duly authorized committee thereof 

may deterraine to be fair and equitable. Subject to the provisions hereof, the Board ofDirectors 

or a duly authorized committee thereof shall have full power and authority to prescribe the terms 

and condhions upon which shares ofDesignated Prefened 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 Rederaption. If notice of rederaption has been duly given and if 

on or before the redemption date specified in the notice all funds necessaty for the redemption 

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095331 -0002-11515-NY02,2690860.10 
have been deposited by the Issuer, in frust for thepro rata benefit ofthe holders ofthe shares 

called for redemption, with a bank or trast company doing business in the Borough of 

Manhattan, The City of New York, and having a caphal 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 

sunendered 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 rederaption shall no longer be deeraed 

outstanding and all rights with respect to such shares shall forthwith on such rederaption date 

cease and terminate, except only the right ofthe holders thereof to receive the amount payable on 

such redemption from such bank or frust company, without interest. Any funds unclaimed at the 

end ofthree years from the rederaption date shall, to the extent perraitted by law, be released to 

the Issuer, after which tirae the holders ofthe shares so called for redemption shall look only to 

the Issuer for payraent ofthe rederaption price ofsuch shares. 

(f) Status of Redeemed Shares. Shares ofDesignated Prefened Stock that are 

redeemed, repurchased or otherwise acquired by the Issuer shall revert to authorized but unissued 

shares ofPreferred Stock {provided that any such cancelled shares ofDesignated Preferred Stock 

may be reissued only as shares ofany series ofPreferred Stock other than Designated Preferred 

Stock). 

Section 6. Conversion. Holders ofDesignated Preferred Stock shares shall have no right 

to exchange or convert such shares into any other securhies. 

Section 7. Voting Rights. 

(a) General. The holders ofDesignated 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 ofDesignated Preferred Stock have not been paid for an aggregate of six quarterly 

Dividend Periods or more, whether or not consecutive, the authorized number of directors ofthe 

Issuer shall automatically be increased by two and the holders ofthe Designated Prefened Stock 

shall have the right, with holders ofshares ofany one or more other classes or series of Voting 

Parity Stock outstanding at the tirae, voting together as a class, to elect two directors (hereinafter 

the "Preferred Directors" and each a "Prefened Director ") to fill such newly created 

directorships at the Issuer's next annual raeeting of stockholders (or at a special raeeting called 

for that purpose prior to such next annual meeting) and at each subsequent annual meeting of 

stockholders until all accraed 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 ofDesignated Prefened Stock have been 

declared and paid in full 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 

ofeach and evety subsequent defauh ofthe character above mentioned; provided that it shall be 

a qualification for election for any Prefened Director that the election ofsuch Prefened Director 

shall not cause the Issuer to violate any corporate governance requireraents ofany securities 

exchange or other trading facility on which securhies ofthe Issuer may then be listed or fraded 

that listed or traded companies must have a majority of independent directors. Upon any 

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095331-0002-11515-NY02.2690860.10 
tennination ofthe right ofthe holders ofshares ofDesignated Prefened Stock and Voting Parity 

Stock as a class to vote for directors as provided above, the Prefened Directors shall cease to be 

qualified as directors, the term of office of all Prefened Directors then in office shall terminate 

immediately and the authorized number of directors shall be reduced by the number of Prefened 

Directors elected pursuant hereto. Any Prefened Director may be removed at any time, with or 

without cause, and any vacancy created thereby may be filled, only by the affirmative vote ofthe 

holders a majority ofthe shares ofDesignated Preferred Stock at the time outstanding votmg 

separately as a class together with the holders ofshares of Voting Parity Stock, to the extent the 

voting rights ofsuch holders described above are then exercisable. Ifthe office ofany Prefened 

Director becomes vacant for any reason other than removal from office as aforesaid, the 

remaining Prefened Director may choose a successor who shall hold office for the unexpired 

term in respect of which such vacancy occuned. 

(c) Class Voting Rights as to Particular Matters. So long as any shares ofDesignated 

Prefened Stock are outstanding, in addition to any other vote or consent of stockholders required 

by law or by the Charter, the vote or consent ofthe holders of at least 66 2/3% ofthe shares of 

Designated Prefened 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 necessaty for effecting or validating: 

(i) Authorization of Senior Stock. Any amendment or alteration ofthe 

Certificate of Designations for the Designated Prefened Stock or the Charter to authorize 

or create or increase the authorized amount of or any issuance of any shares of, or any 

securhies convertible into or exchangeable or exercisable for shares of, any class or series 

ofcapital stock ofthe Issuer ranking senior to Designated Prefened Stock with respect to 

either or both the payment of dividends and/or the disfribution of assets on any 

liquidation, dissolution or winding up ofthe Issuer; 

(ii) Amendment ofDesignated Prefened Stock. Any amendment, alteration 

or repeal ofany provision ofthe 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, aheration or repeal by means ofa 

raerger, consolidation or otherwise) so as to adversely affect the rights, preferences, 

privileges or voting powers ofthe Designated Prefened Stock; or 

(iii) Share Exchanges. Reclassifications. Mergers and Consolidations. Any 

consummation ofa binding share exchange or reclassification involving the Designated 

Prefened Stock, or ofa merger or consolidation ofthe Issuer with another corporation or 

other entity, unless in each case (x) the shares ofDesignated Preferred Stock remain 

outstanding or, in the case ofany 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 ofthe surviving or resulting entity or hs 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 limhations 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 limhations and resfrictions 

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095331-0002-11515-NY02.2690860.10 
thereof ofDesignated Preferred Stock imraediately priorto such consummation, taken as 

a whole; 

provided, however, that for all purposes ofthis Section 7(c), any increase in the amount ofthe 

authorized Prefened Stock, including any increase in the authorized araount ofDesignated 

Prefened Stock necessaty to satisfy preeraptive or sirailar 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 araount, whether pursuant to preemptive or similar rights or otherwise, ofany other series 

of Prefened Stock, or any securities convertible into or exchangeable or exercisable for any other 

series ofPreferred 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 ofthe 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 ofthe Designated 

Prefened Stock. 

(d) Changes after Provision for Redemption. No vote or consent ofthe holders of 

Designated Prefened 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 ofthe Designated Prefened Stock shall have been redeemed, or shall have 

been called for redemption upon proper notice and sufficient funds shall have been deposhed in 

trust for such redemption, in each case pursuant to Section 5 above. 

(e) Procedures for Voting and Consents. The rales and procedures for calling and 

conducting any meeting ofthe holders ofDesignated Prefened Stock (including, without 

limitation, the fixing ofa record date in connection therewith), the solichation and use of proxies 

at such a meeting, the obtaining ofwritten consents and any other aspect or matter with regard to 

such a meeting or such consents shall be govemed by any rules ofthe Board ofDirectors or any 

duly authorized committee ofthe Board ofDirectors, in its discretion, may adopt from time to 

time, which rules and procedures shall conform to the requirements ofthe Charter, the Bylaws, 

and applicable law and the rules ofany national securities exchange or other trading facility on 

which Designated Preferred Stock is listed or traded at the time. 

Section 8. 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 ofDesignated Prefened Stock as the trae and lawful owner thereof for all purposes, 

and neither the Issuer nor such fransfer agent shall be affected by any notice to the contraty. 

Section 9. Notices. All notices or communications in respect ofDesignated Prefened 

Stock shall be sufficiently given if given in wrhing and delivered in person or by first class mail, 

postage prepaid, or if given in such other maimer as may be permitted in this Certificate of 

Designations, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if 

shares ofDesignated Prefened Stock are issued in book-entty form through The Depository 

Trast Corapany or any sirailar facility, such notices may be given to the holders ofDesignated 

Preferred Stock in any manner perraitted by such facility. 

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095331 -0002-11515-NY02.2690860.10 
Section 10. No Preeraptive Rights. No share ofDesignated Prefened Stock shall have 

any rights of preeraption whatsoever as to any securhies ofthe Issuer, or any wanants, rights or 

options issued or granted with respect thereto, regardless of how such securities, or such 

wanants, rights or options, may be designated, issued or granted. 

Section 11. Replacement Certificates. The Issuer shall replace any mutilated certificate at 

the holder's expense upon sunender of that certificate to the Issuer. The Issuer shall replace 

certificates that become desfroyed, stolen or lost at the holder's expense upon delivety to the 

Issuer of reasonably satisfactoty evidence that the certificate has been desfroyed, stolen or lost, 

together with any indemnity that may be reasonably required by the Issuer. 

Section 12. Other Rights. The shares ofDesignated Prefened Stock shall not have any 

rights, preferences, privileges or voting powers or relative, participating, optional or other special 

rights, or qualifications, limitations or resfrictions thereof other than as set forth herein or in the 

Charter or as provided by applicable law. 

A-10 

095331 -0002-11515-NY02.2690860.10 
ANNEXE 

FORM OF CERTIFICATE OF DESIGNATIONS 

FOR WARRANT PREFERRED STOCK 

[SEE ATTACHED] 

095331-0002-10033-NY02.2690847.9 
ANNEXE 

FORM OF [CERTIFICATE OF DESIGNATIONS] 

OF 

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES [•] 

OF 

[•] 

[Insert name of Issuer], a [corporation^ank/banking association] organized and existing 

under the laws ofthe [Insert jurisdiction of organization] (the "Issuer"), in accordance with the 

provisions of Section[s] [•] ofthe [Insert applicable statute] thereof does hereby certify: 

The board ofdireclors ofthe Issuer (the "Board ofDirectors") or an applicable committee 

ofthe Board ofDirectors, in accordance with the [[certificate of incorporation/articles of 

association] and bylaws] ofthe Issuer and applicable law, adopted the following resolution on 

[•] creating a series of [•] shares ofPreferred Stock ofthe Issuer designated as "Fixed Rate 

Cumulative Perpetual Prefened Stock. Series [•1". 

RESOLVED, that pursuant to the provisions ofthe [[certificate of incorporation/articles 

of association] and the bylaws] ofthe Issuer and applicable law, a series ofPreferred Stock, par 

value $[•] per share, ofthe Issuer be and hereby is created, and that the designation and number 

ofshares ofsuch series, and the voting and other powers, preferences and relative, participating, 

optional or other rights, and the qualifications, limitations and resfrictions thereof, ofthe shares 

ofsuch series, are as follows: 

Part 1. Designation and Number ofShares. There is hereby created out ofthe authorized 

and unissued shares of prefened stock ofthe Issuer a series of prefened stock designated as the 

"Fixed Rate Curaulative Perpetual Preferred Stock, Series [•]" (the "Designated Preferred 

Stock"). The authorized number ofshares ofDesignated 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, Definhions, The following terms are used in this [Certificate of Designations] 

(including the Standard Provisions in Schedule A hereto) as defined below: 

(a) "Comraon Stock" means the common stock, par value $[•] per share, ofthe 

Issuer. 

(b) "Dividend Pavment Date" means Februaty 15, May 15, August 15 and November 

15 of each year. 

095331-0002-11515-NY02.2693646.7 
(c) "Junior Stock" means the Common Stock, [Insert titles ofany existing Junior 

Stock] and any other class or series of stock ofthe Issuer the terms of which expressly provide 

that it ranks junior to Designated Prefened Stock as to dividend rights and/or as to rights on 

liquidation, dissolution or winding up ofthe Issuer. 

(d) "Liquidation Amounf means $[1,000]' per share ofDesignated Prefened Stock, 

(e) "Minimura Araount" means $[Insert $ amount equal to 25% ofthe aggregate 

value ofthe Designated Preferred Stock issued on the Original Issue Date]. 

(f) "Parity Stock" means any class or series of stock ofthe 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 ofthe Issuer (in each case without regard to whether 

dividends accrue cumulatively or non-cumulatively). Without limiting the foregoing, Parity 

Stock shall include the Issuer's UST Preferred Stock [and] [Insert title(s) ofany other classes or 

series of Parity Stock]. 

(g) "Signing Date" means [Insert date of applicable securities purchase agreement]. 

(h) "UST Prefened Stock" means the Issuer's Fixed Rate Cumulative Perpetual 

Preferred Stock, Series [•]. 

Part. 4. Certain Voting Matters. [To be inserted ifthe Charter provides for voting in 

proportion to liquidation preferences'. Whether the vote or consent ofthe holders ofa plurality, 

majority or other portion ofthe shares ofDesignated Prefened Stock and any Voting Parity 

Stock has been cast or given on any matter on which the holders ofshares ofDesignated 

Preferred Stock are enthled to vote shall be determined by the Issuer by reference to the specified 

liquidation amount ofthe shares voted or covered by the consent as ifthe Issuer were liquidated 

on the record date for such vote or consent, if any, or, in the absence ofa record date, on the date 

for such vote or consent. For purposes of determining the voting rights ofthe holders of 

Designated Prefened Stock under Section 7 ofthe Standard Provisions forming part ofthis 

[Certificate of Designations], each holder will be entitled to one vote for each $1,000 of 

liquidation preference to which such holder's shares are enthled.] [To be inserted if the Charter 

does not provide for voting in proportion to liquidation preferences: Holders ofshares of 

Designated Preferred Stock will be entitled to one vote for each such share on any matter on 

which holders ofDesignated Preferred Stock are enthled to vote, including any action by written 

consent.] 

[Remainder of Page Intentionally Left Blank] 

' If Issuer desires to issue shares with a higher dollar amount liquidation preference, liquidation preference 

references will be modified accordingly. In such case (in accordance with Section 4.6 ofthe Securities 

Purchase Agreement), the issuer wiil be required to enter into a deposit agreement. 

09S331-0002-11515-NY02,2693646.7 
IN WITNESS WHEREOF, [Insert name of Issuer] has caused this [Certificate of 

Designations] to be signed by [•], its [•], this [•] day of [•]. 

[Insert name of Issuer] 

By: 

Name: 

Titie: 

095331-0002-11515-NY02.2693646.7 
Schedule A 

STANDARD PROVISIONS 

Section 1. General Matters. Each share ofDesignated Prefened Stock shall be identical 

in all respects to evety other share ofDesignated Preferred Stock. The Designated Prefened 

Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that 

form a part ofthe Certificate of Designations. The Designated Preferred Stock shall rank equally 

with Parity Stock and shall rank senior to Junior Stock with respect to the payraent of dividends 

and the disfribution of assets in the event ofany dissolution, liquidation or winding up ofthe 

Issuer. 

Section 2. Standard Definitions, As used herein with respect to Designated Prefened 

Stock: 

(a) "Appropriate Federal Banking Agencv" means the "appropriate Federal banking 

agency" whh respect to the Issuer as defined in Section 3(q) ofthe Federal Deposh Insurance 

Act (12 U.S,C, Section 1813(q)), or any successor provision, 

(b) "Business Combination" means a merger, consolidation, statutory share 

exchange or similar fransaction that requires the approval ofthe Issuer's stockholders, 

(c) "Business Dav" means any day except Saturday, Sunday and any day on which 

banking institutions in the State of New York generally are authorized or required by law or 

other governmental actions to close, 

(d) "Bylaws" means the bylaws ofthe Issuer, as they may be amended from time to 

time. 

(e) "Certificate of Designations" means the Certificate of Designations or comparable 

insfrument relating to the Designated Preferred Stock, of which these Standard Provisions form a 

part, as it may be araended frora time to time. 

(f) "Charter" means the Issuer's certificate or articles of incorporation, articles of 

association, or similar organizational document, 

(g) "Dividend Period" has the meaning set forth in Section 3(a). 

(h) "Dividend Record Date" has the meaning set forth in Section 3(a). 

(i) "Liquidation Preference" has the meaning set forth in Section 4(a). 

(j) "Original Issue Date" means the date on which shares ofDesignated Prefened 

Stock are first issued. 

(k) "Prefened Director" has the meaning set forth in Section 7(b). 

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095331-0002-1151S-NY02.2693646.7 
(1) "Preferred Stock" means any and all series of preferred stock ofthe Issuer, 

including the Designated Prefened Stock. 

(m) "Qualified Equitv Offering" means the sale and issuance for cash by the Issuer to 

persons other than the Issuer or any ofits subsidiaries after the Original Issue Date ofshares of 

perpetual Preferred Stock, Coraraon Stock or any combination ofsuch stock, that, in each case, 

qualify as and may be included in Tier 1 caphal ofthe Issuer at the time of issuance under the 

applicable risk-based capital guidelines ofthe Issuer's Appropriate Federal Banking Agency 

(other than any such sales and issuances made pursuant to agreements or arrangements entered 

into, or pursuant to financing plans which were publicly announced, on or prior to November 17, 

2008). 

(n) "Standard Provisions" mean these Standard Provisions that form a part ofthe 

Certificate of Designations relating to the Designated Prefened Stock. 

(o) "Successor Prefened Stock" has the raeaning set forth in Section 5(a). 

(p) "Voting Parity Stock" means, with regard to any matter as to which the holders of 

Designated Prefened Stock are enthled to vote as specified in Sections 7(a) and 7(b) of these 

Standard Provisions that forra a part ofthe 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 raatter. 

Section 3. Dividends. 

(a) Rate. Holders ofDesignated Preferred Stock shall be entitled to receive, on each 

share ofDesignated Preferred Stock if, as and when declared by the Board ofDirectors or any 

duly authorized coraraittee ofthe Board ofDirectors, but only out of assets legally available 

therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a 

per annum rate of 9.0% on (i) the Liquidation Amount per share ofDesignated Prefened Stock 

and (ii) the amount of accraed and unpaid dividends for any prior Dividend Period on such share 

ofDesignated Preferred Stock, if any. Such dividends shall begin to accrae 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 anears 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 Busmess 

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. 

Dividends that are payable on Designated Prefened Stock in respect ofany Dividend 

Period shall be computed on the basis ofa 360-day year consisting of twelve 30-day months. The 

araount of dividends payable on Designated Preferred Stock on any date prior to the end ofa 

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095331-0002-115I5-NY02.2693646.7 
Dividend Period, and for the initial Dividend Period, shall be computed on the basis ofa 360-day 

year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. 

Dividends that are payable on Designated Prefened Stock on any Dividend Payment Date 

will be payable to holders ofrecord ofDesignated Prefened Stock as they appear on the stock 

register ofthe Issuer on the applicable record date, which shall be the 15th calendar day 

immediately preceding such Dividend Payraent Date or such other record date fixed by the 

Board ofDirectors or any duly authorized committee ofthe Board ofDirectors 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 ofDesignated Prefened Stock shall not be enthled 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 Prefened Stock 

reraains outstanding, no dividend or distribution shall be declared or paid on the Comraon Stock 

or any other shares of Junior Stock (other than dividends payable solely in shares of Common 

Stock) or Parity Stock, subject to the imraediately 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 ofDesignated 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 ofthe holders ofshares ofDesignated 

Preferred Stock on the applicable record date). The foregoing limhation shall not apply to (i) 

redemptions, purchases or other acquisitions ofshares of Common Stock or other Junior Stock in 

connection with the adminisfration ofany employee benefit plan in the ordinaty course of 

business and consistent with past practice; (ii) the acquishion by the Issuer or any ofits 

subsidiaries ofrecord ownership in Junior Stock or Parity Stock for the beneficial ownership of 

any other persons (other than the Issuer or any ofits subsidiaries), including as trustees or 

custodians; and (iii) the exchange or conversion of Junior Stock for or into other Junior Stock or 

of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation 

amount) or Junior Stock, in each case, 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. 

When dividends are not paid (or declared and a sum sufficient for payment thereof set 

aside for the benefit ofthe holders thereof on the applicable record date) on any Dividend 

Payment Date (or, in the case of Parity Stock having dividend payraent 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 

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095331-0002-11515-NY02,2693646.7 
payment dates different from the Dividend Payment Dates, on a dividend payraent date falling 

within the Dividend Period related to such Dividend Payment Date) shall be declared pra rata so 

that the respective amounts ofsuch dividends declared shall bear the same ratio to each other as 

all accrued and unpaid dividends per share on the shares ofDesignated Prefened Stock 

(including, if applicable as provided in Section 3(a) above, dividends on such araount) and all 

Parity Stock 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 Payraent Date) (subject to their 

having been declared by the Board ofDirectors or a duly authorized committee ofthe Board of 

Directors out of legally available fiinds and including, in the case of Parity Stock that bears 

curaulative dividends, all accrued but unpaid dividends) bear to each other. Ifthe Board of 

Directors or a duly authorized committee ofthe Board ofDirectors determines not to pay any 

dividend or a full dividend on a Dividend Payment Date, the Issuer will provide written notice to 

the holders ofDesignated Preferred Stock prior to such Dividend Payraent Date. 

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or 

other property) as raay be determined by the Board ofDirectors or any duly authorized 

committee ofthe Board ofDirectors may be declared and paid on any securities, including 

Common Stock and other Junior Stock, from time to time out ofany funds legally available for 

such payraent, and holders ofDesignated Preferred Stock shall not be entitled to participate in 

any such dividends. 

Section 4. Liquidation Rights. 

(a) Voluntary or Involuntarv Liquidation. In the event ofany liquidation, dissolution 

or winding up ofthe affairs ofthe Issuer, whether voluntaty or involuntaty, holders of 

Designated Prefened Stock shall be entitled to receive for each share ofDesignated Prefened 

Stock, out ofthe assets ofthe Issuer or proceeds thereof (whether capital or surplus) available for 

distribution to stockholders ofthe Issuer, subject to the rights ofany creditors ofthe Issuer, 

before any distribution ofsuch assets or proceeds is raade to or set aside for the holders of 

Coramon Stock and any other stock ofthe Issuer ranking junior to Designated Prefened Stock as 

to such disfribution, payment in full in an araount equal to the sum of (i) the Liquidation Amount 

per share and (ii) the amount ofany accraed 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 araounts collectively, the "Liquidation Preference"). 

(b) Partial Payraent. Ifin any distribution described in Section 4(a) above the assets 

ofthe Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with respect 

to all outstanding shares ofDesignated Prefened Stock and the corresponding amounts payable 

with respect ofany other stock ofthe Issuer ranking equally with Designated Preferred Stock as 

to such distribution, holders ofDesignated Prefened Stock and the holders ofsuch other stock 

shall share ratably in any such disfribution in proportion to the full respective distributions to 

which they are enthled. 

(c) Residual Disfributions. Ifthe Liquidation Preference has been paid in full to all 

holders ofDesignated Preferred Stock and the corresponding amounts payable with respect of 

any other stock ofthe Issuer ranking equally with Designated Preferred Stock as to such 

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095331-0002-1 IS 15-NY02.2693646.7 
disfribution has been paid in full, the holders of other stock ofthe Issuer shall be enthled to 

receive all remaining assets ofthe Issuer (or proceeds thereof) according to their respective rights 

and preferences. 

(d) Merger. Consolidation and Sale of Assets Not Liquidation. For purposes ofthis 

Section 4, the merger or consolidation ofthe Issuer with any other corporation or other entity, 

including a merger or consolidation in which the holders ofDesignated Preferred Stock receive 

cash, securhies or other property for their shares, or the sale, lease or exchange (for cash, 

securities or other property) of all or substantially all ofthe assets ofthe Issuer, shall not 

constitute a liquidation, dissolution or winding up ofthe Issuer. 

Section 5, Redemption. 

(a) Optional Redemption. Except as provided below, the Designated Prefened Stock 

may not be redeemed prior to the later of (i) first Dividend Payment Date falling on or after the 

third anniversaty ofthe Original Issue Date; and (ii) the date on which all outstanding shares of 

UST Prefened Stock have been redeemed, repurchased or otherwise acquired by the Issuer. On 

or after the first Dividend Payment Date falling on or after the third anniversaty ofthe Original 

Issue Date, the Issuer, at its option, subject to the approval ofthe Appropriate Federal Banking 

Agency, may redeem, in whole or in part, at any time and frora time to time, out of funds legally 

available therefor, the shares ofDesignated 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) except as otherwise provided below, 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. 

Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or 

after the third anniversaty ofthe Original Issue Date, the Issuer, at hs option, subject to the 

approval ofthe Appropriate Federal Banking Agency and subject to the requirement that all 

outstanding shares of UST Prefened Stock shall previously have been redeemed, repurchased or 

otherwise acquired by the Issuer, may redeem, in whole or in part, at any time and from time to 

time, the shares ofDesignated 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) except as otherwise provided below, any accrued and unpaid 

dividends (including, if applicable as provided in Section 3(a) above, dividends on such araount) 

(regardless of whether any dividends are actually declared) to, but excluding, the date fixed for 

redemption; provided that (x) the Issuer (or any successor by Business Combination) has 

received aggregate gross proceeds of not less than the Minimum Amount (plus the "Minimum 

Amount" as defined in the relevant certificate of designations for each other outstanding series of 

prefened stock ofsuch successor that was originally issued to the United States Department of 

the Treasuty (the "Successor Preferred Stock") in connection with the Troubled Asset Relief 

Program Capital Purchase Program) from one or more Qualified Equity Offerings (including 

Qualifled Equity Offerings ofsuch successor), and (y) the aggregate rederaption price ofthe 

Designated Prefened Stock (and any Successor Prefened Stock) redeemed pursuant to this 

paragraph may not exceed the aggregate net cash proceeds received by the Issuer (or any 

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095331-0002-11515-NY02.2693646.7 
successor by Business Corabination) from such Qualified Equity Offerings (including Qualified 

Equity Offerings ofsuch successor). 

The redemption price for any shares ofDesignated Prefened Stock shall be payable on 

the redemption date to the holder ofsuch shares against sunender ofthe certificate(s) evidencing 

such shares to the Issuer or hs 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 ofrecord ofthe 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 Prefened Stock will not be subject to any 

mandatoty redemption, sinking fund or other sirailar provisions. Holders ofDesignated Prefened 

Stock will have no right to require rederaption or repurchase ofany shares ofDesignated 

Preferred Stock, 

(c) Notice of Rederaption, Notice of evety redemption ofshares ofDesignated 

Prefened Stock shall be given by first class mail, postage prepaid, addressed to the holders of 

record ofthe 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 raore 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 ofshares 

ofDesignated Preferred Stock designated for redemption shall not affect the validity ofthe 

proceedings for the redemption ofany other shares ofDesignated Prefened Stock, 

Notwithstanding the foregoing, if shares ofDesignated Preferred Stock are issued in book-entty 

form through The Depositoty Trust Company or any other similar facility, notice of rederaption 

raay be given to the holders ofDesignated Prefened 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 ofshares ofDesignated Preferred Stock to be redeemed and, if 

less than all the shares held by such holder are to be redeemed, the nuraber ofsuch shares to be 

redeeraed frora such holder; (3) the redemption price; and (4) the place or places where 

certificates for such shares are to be surrendered for payment ofthe rederaption price. 

(d) Partial Rederaption. In case ofany redemption of part ofthe shares ofDesignated 

Prefened Stock at the time outstanding, the shares to be redeemed shall be selected either pro 

rata or in such other manner as the Board ofDirectors or a duly authorized coraraittee thereof 

may determine to be fair and equitable. Subject to the provisions hereof the Board ofDirectors 

or a duly authorized committee thereof shall have full power and authority to prescribe the terms 

and conditions upon which shares ofDesignated 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 unredeeraed shares without charge to the holder thereof 

(e) Effectiveness of Rederaption. If notice of redemption has been duly given and if 

on or before the redemption date specified in the notice all funds necessaty for the rederaption 

have been deposhed by the Issuer, in trast for thepro rata benefit ofthe holders ofthe shares 

called for redemption, with a bank or trust company doing business in the Borough of 

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095331 -0002-11515-NY02.2693646.7 
Manhattan, The City of New York, and having a capital and surplus of at least $500 raillion and 

selected by the Board ofDirectors, 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 

sunendered for cancellation, on and after the rederaption 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 ofthe holders thereof to receive the araount payable on 

such redemption from such bank or trust corapany, without interest. Any funds unclairaed at the 

end ofthree years from the redemption date shall, to the extent permitted by law, be released to 

the Issuer, after which time the holders ofthe shares so called for rederaption shall look only to 

the Issuer for payment ofthe redemption price ofsuch shares. 

(f) Status of Redeemed Shares. Shares ofDesignated Prefened Stock that are 

redeemed, repurchased or otherwise acquired by the Issuer shall revert to authorized but unissued 

shares ofPreferred Stock {pravidedthat any such cancelled shares ofDesignated Prefened Stock 

may be reissued only as shares ofany series ofPreferred Stock other than Designated Preferred 

Stock). 

Section 6. Conversion. Holders ofDesignated Prefened Stock shares shall have no right 

to exchange or convert such shares into any other securhies. 

Section 7. Voting Rights. 

(a) General. The holders ofDesignated Preferred Stock shall not have any voting 

rights except as set forth below or as otherwise from time to tirae required by law. 

(b) Preferred Stock Directors. Whenever, at any tirae or times, dividends payable on 

the shares ofDesignated Preferred Stock have not been paid for an aggregate of six quarterly 

Dividend Periods or more, whether or not consecutive, the authorized number of directors ofthe 

Issuer shall automatically be increased by two and the holders ofthe Designated Preferred Stock 

shall have the right, with holders ofshares ofany 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 "Prefened 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 all accraed 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 ofDesignated Prefened Stock have been 

declared and paid in full at which time such right shall terminate with respect to the Designated 

Prefened Stock, except as herein or by law expressly provided, subject to revesting in the event 

ofeach and every subsequent default ofthe character above mentioned;/7rav/<5?e(5? that it shall be 

a qualification for election for any Prefened Director that the election ofsuch Preferred Director 

shall not cause the Issuer to violate any corporate govemance requirements ofany securhies 

exchange or other trading facility on which securhies ofthe Issuer may then be listed or traded 

that listed or traded companies must have a majority of independent directors. Upon any 

termination ofthe right ofthe holders ofshares ofDesignated Preferred Stock and Voting Parity 

Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be 

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095331-0002-11515-NY02.2693646.7 
qualifled 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 Prefened 

Directors elected pursuant hereto. Any Prefened Director may be removed at any time, with or 

without cause, and any vacancy created thereby may be filled, only by the affirmative vote ofthe 

holders a raajority ofthe shares ofDesignated Prefened Stock at the time outstanding voting 

separately as a class together with the holders ofshares of Voting Parity Stock, to the extent the 

voting rights ofsuch holders described above are then exercisable. Ifthe office ofany Prefened 

Director becomes vacant for any reason other than removal from office as aforesaid, the 

remaining Prefened Director may choose a successor who shall hold office for the unexpired 

terra in respect of which such vacancy occurred. 

(c) Class Voting Rights as to Particular Matters. So long as any shares ofDesignated 

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 ofthe holders of at least 66 2/3% ofthe shares of 

Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or 

by proxy, ehher in writing whhout a meeting or by vote at any meeting called for the purpose, 

shall be necessaty for effecting or validating: 

(i) Authorization of Senior Stock. Any amendment or alteration ofthe 

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 

ofcapital stock ofthe Issuer ranking senior to Designated Preferred Stock with respect to 

either or both the payment of dividends and/or the disttibution of assets on any 

liquidation, dissolution or winding up ofthe Issuer; 

(ii) Amendment ofDesignated Preferred Stock. Any amendment, alteration 

or repeal ofany provision ofthe Certificate of Designations for the Designated Prefened 

Stock or the Charter (including, unless no vote on such merger or consolidation is 

required by Section 7(c)(iii) below, any araendraent, alteration or repeal by means ofa 

merger, consolidation or otherwise) so as to adversely affect the rights, preferences, 

privileges or voting powers ofthe Designated Prefened Stock; or 

(iii) Share Exchanges. Reclassifications. Mergers and Consolidations, Any 

consummation ofa binding share exchange or reclassification involving the Designated 

Preferred Stock, or of a merger or consolidation ofthe Issuer with another corporation or 

other entity, unless in each case (x) the shares ofDesignated Preferred Stock remain 

outstanding or, in the case ofany 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 ofthe surviving or resuhing entity or its ultiraate parent, and (y) 

such shares reraaining outstanding or such preference securhies, 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 resfrictions 

thereof ofDesignated Preferred Stock immediately priorto such consummation, taken as 

a whole; 

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095331-0002-11515-NY02.2693646.7 
provided, however, that for all purposes ofthis Section 7(c), any increase in the araount ofthe 

authorized Prefened Stock, including any increase in the authorized amount ofDesignated 

Prefened Stock necessaty 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, ofany other series 

of Prefened Stock, or any securities convertible into or exchangeable or exercisable for any other 

series ofPreferred 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 ofthe 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 ofthe Designated 

Prefened Stock. 

(d) Changes after Provision for Redemption, No vote or consent ofthe holders of 

Designated Prefened 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 ofthe Designated Prefened 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 rederaption, in each case pursuant to Section 5 above, 

(e) Procedures for Voting and Consents. The rules and procedures for calling and 

conducting any meeting ofthe holders ofDesignated Preferred Stock (including, without 

limitation, the fixing ofa record date in connection therewith), the solicitation and use of proxies 

at such a meeting, the obtaining ofwritten consents and any other aspect or matter with regard to 

such a meeting or such consents shall be governed by any rules ofthe Board ofDirectors or any 

duly authorized committee ofthe Board ofDirectors, in its discretion, may adopt frora time to 

time, which rules and procedures shall conform to the requirements ofthe Charter, the Bylaws, 

and applicable law and the rules ofany national securhies exchange or other trading facility on 

which Designated Preferred Stock is listed or traded at the tirae. 

Section 8. Record Holders. To the fullest extent perraitted by applicable law, the Issuer 

and the transfer agent for Designated Preferred Stock raay deera and treat the record holder of 

any share ofDesignated Preferred Stock as the true and lawful owner thereof for all purposes, 

and neither the Issuer nor such ttansfer agent shall be affected by any notice to the contraty. 

Section 9. Notices. All notices or communications in respect ofDesignated Prefened 

Stock shall be sufficiently given if given in wrhing and delivered in person or by first class raail, 

postage prepaid, or if given in such other manner as may be perraitted in this Certificate of 

Designations, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if 

shares ofDesignated Prefened Stock are issued in book-entty form through The Depository 

Trust Company or any similar facility, such notices may be given to the holders ofDesignated 

Preferred Stock in any manner permitted by such facility. 

Section 10. No Preemptive Rights. No share ofDesignated Prefened Stock shall have 

any rights of preemption whatsoever as to any securhies ofthe Issuer, or any warrants, rights or 

options issued or granted whh respect thereto, regardless of how such securhies, or such 

wanants, rights or options, may be designated, issued or granted. 

A-9 

095331 -0002-11515-NY02.2693646.7 
Section 11. Replacement Certificates. The Issuer shall replace any mutilated certificate at 

the holder's expense upon sunender of that certificate to the Issuer. The Issuer shall replace 

certificates that become desfroyed, stolen or lost at the holder's expense upon delivety to the 

Issuer of reasonably satisfactoty evidence that the certificate has been destroyed, stolen or lost, 

together with any inderanity that may be reasonably required by the Issuer. 

Section 12. Other Rights. The shares ofDesignated Prefened 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. 

A-10 

095331-0002-11515.NY02.2693646.7 
ANNEXC 

FORM OF WAIVER 

In consideration for the benefits I will receive as a result of my employer's participation in the 

United States Department ofthe Treasuty's TARP Capital Purchase Program, I hereby 

voluntarily waive any claim against the United States or my employer for any changes to my 

corapensation or benefits that are required to comply with the regulation issued by the 

Department ofthe Treasuty as published in the Federal Register on October 20, 2008. 

I acknowledge that this regulation may require modification ofthe compensation, bonus, 

incentive and other benefit plans, arrangements, policies and agreeraents (including so-called 

"golden parachute" agreements) that I have with my employer or in which I participate as they 

relate to the period the United States holds any equity or debt securhies of my employer acquired 

through the TARP Capital Purchase Program. 

This waiver includes all claims I may have under the laws ofthe United States or any state 

related to the requirements imposed by the aforementioned regulation, including without 

limitation a claim for any compensation or other payments I would otherwise receive, any 

challenge to the process by which this regulation was adopted and any tort or constitutional 

claim about the effect of these regulations on my employment relationship. 

093331-00O2-1O033-NYO2.2690847.9 
ANNEXD 

FORM OF OPINION 

(a) The Corapany has been duly incorporated and is validly existing as a corporation 

in good standing under the laws ofthe state of hs incorporation. 

(b) The Prefened Shares have been duly and validly authorized, and, when issued and 

delivered pursuant to the Agreement, the Prefened Shares will be duly and validly issued and 

fully paid and non-assessable, will not be issued in violation ofany preemptive rights, and will 

ranii. pari passu with or senior to all other series or classes of Prefened Stock issued on the 

Closing Date with respect to the payment of dividends and the disfribution of assets in the event 

ofany dissolution, liquidation or winding up ofthe Company. 

(c) The Warrant has been duly authorized and, when executed and delivered as 

contemplated by the Agreement, will constitute a valid and legally binding obligation ofthe 

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

(d) The shares ofWanant Preferred Stock issuable upon exercise ofthe Wanant have 

been duly authorized and reserved for issuance upon exercise ofthe Warrant and when so issued 

in accordance with the terms ofthe Warrant will be validly issued, fully paid and non-assessable, 

and will rankpari passu with or senior to all other series or classes of Prefened Stock, whether 

or not issued or outstanding, with respect to the payment of dividends and the distribution of 

assets in the event ofany dissolution, liquidation or winding up ofthe Company. 

(e) The Company has the corporate power and authority to execute and deliver the 

Agreement and the Warrant and to cany out hs obligations thereunder (which includes the 

issuance ofthe Preferred Shares, Wanant and Warrant Shares). 

(f) The execution, delivety and performance by the Company ofthe Agreement and 

the Warrant and the consummation ofthe transactions contemplated thereby have been duly 

authorized by all necessaty corporate action on the part ofthe Company and its stockholders, and 

no further approval or authorization is required on the part ofthe Company. 

(g) The Agreement is a valid and binding obligation ofthe Company enforceable 

against the Company in accordance with hs terms, except as the same may be limited by 

applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the 

enforcement of credhors' rights generally and general equitable principles, regardless of whether 

such enforceability is considered in a proceeding at law or in equity; provided, however, such 

counsel need express no opinion with respect to Section 4.5(h) or the severability provisions of 

the Agreeraent insofar as Section 4.5(h) is concerned. 

093331 -0002- 10033-N Y02.2690847.9 
ANNEXE 

FORM OF WARRANT 

[SEE ATTACHED] 

095331-0002-10033-N Y02.2690847.9 
ANNEXE 

FORM OF WARRANT TO PURCHASE PREFERRED STOCK 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN 

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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. THIS INSTRUMENT IS ISSUED SUBJECT TO 

THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES 

PURCHASE 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, 

WARRANT 

to purchase 

Shares ofPreferred Stock 

of 

Issue Date: 

1, Definitions, Unless the context otherwise requires, when used herein the 

following terms shall have the meanings indicated, 

"Board ofDirectors" raeans the board of directors ofthe Company, including any duly 

authorized committee thereof 

"business day" means any day except Saturday, Sunday and any day on which banking 

institutions in the State of New York generally are authorized or required by law or other 

govemmental actions to close, 

"Charter" means, with respect to any Person, hs certificate or articles oflncorporation, 

articles of association, or similar organizational document, 

"Company" means the Person whose name, corporate or other organizational form and 

jurisdiction of organization is set forth in Item 1 of Schedule A hereto. 

095331-0002-10879.NY02.2693630.4 
"Exchange Acf raeans the Securities Exchange Act of 1934, as amended, or any 

successor statute, and the rules and regulations proraulgated thereunder. 

"Exercise Price" means the amount set forth in Item 2 of Schedule A hereto, 

"Expiration Time" has the meaning set forth in Section 3, 

"Issue Date " means the date set forth in Item 3 of Schedule A hereto, 

"Liquidation Amounf means the amount set forth in Item 4 of Schedule A hereto, 

"Original Warrantholder" means the United States Department ofthe Treasuty. Any 

actions specified to be taken by the Original Warrantholder hereunder may only be taken by such 

Person and not by any other Warrantholder. 

"Person" has the meaning given to it in Section 3(a)(9) ofthe Exchange Act and as used 

in Sections 13(d)(3) and 14(d)(2) ofthe Exchange Act. 

"Preferred Stock' means the series of perpetual prefened stock set forth in Item 5 of 

Schedule A hereto. 

"Purchase Agreemenf raeans the Securhies Purchase Agreement - Standard Terms 

incorporated into the Letter Agreement, dated as ofthe date set forth in Item 6 of Schedule A 

hereto, as amended from time to time, between the Corapany and the United States Department 

ofthe Treasuty (the "Letter Agreemenf), including all annexes and schedules thereto. 

"Regulatory Approvals" with respect to the Wanantholder, means, to the extent 

applicable and required to permit the Wanantholder to exercise this Warrant for shares of 

Prefened Stock and to own such Prefened Stock without the Warrantholder being in violation of 

applicable law, rule or regulation, the receipt ofany necessaty approvals and authorizations of, 

filings and registrations with, notifications to, or expiration or termination ofany applicable 

waiting period under, the Hart-Scott-Rodino Antittust Improvements Act of 1976, as amended, 

and the rules and regulations thereunder. 

"SEC means the U.S. Securities and Exchange Coraraission. 

"Securities Act" means the Securhies Act of 1933, as amended, or any successor statute, 

and the rales and regulations promulgated thereunder. 

"Shares" has the raeaning set forth in Section 2. 

"Warrantholder" has the meaning set forth in Section 2. 

"Warranf means this Wanant, issued pursuant to the Purchase Agreement. 

2. Nuraber ofShares: Exercise Price. This certifies that, for value received, the 

Unhed States Department ofthe Treasury or its perraitted assigns (the "Warrantholder") is 

entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from the 

095331-0002-10879-NY02.2693630.4 
Company, in whole or in part, after the receipt of all applicable Regulatoty Approvals, if any, up 

to an aggregate ofthe number of fully paid and nonassessable shares of Prefened Stock set forth 

in Item 7 of Schedule A hereto (the "Shares"), at a purchase price per share of Prefened Stock 

equal to the Exercise Price. 

3. Exercise ofWanant: Term. Subject to Section 2, to the extent permitted by 

applicable laws and regulations, the right to purchase the Shares represented by this Wanant is 

exercisable, in whole or in part by the Wanantholder, at any time or from time to time after the 

execution and delivety ofthis Warrant by the Company on the date hereof but in no event later 

than 5:00 p.m.. New York City time on the tenth anniversaty ofthe Issue Date (the "Expiration 

Time"), by (A) the surrender ofthis Wanant and Notice of Exercise annexed hereto, duly 

completed and executed on behalfofthe Warrantholder, at the principal executive office ofthe 

Company located at the address set forth in Item 8 of Schedule A hereto (or such other office or 

agency ofthe Company in the United States as it may designate by notice in wrhing to the 

Warrantholder at the address ofthe Wanantholder appearing on the books ofthe Company), and 

(B) payment ofthe Exercise Price for the Shares thereby purchased, by having the Company 

withhold, from the shares ofPreferred Stock that would otherwise be delivered to the 

Warrantholder upon such exercise, shares of Prefened Stock issuable upon exercise ofthe 

Warrant with an aggregate Liquidation Amount equal in value to the aggregate Exercise Price as 

to which this Wanant is so exercised. 

Ifthe Warrantholder does not exercise this Warrant in its entirety, the 

Warrantholder will be entitied to receive from the Company within a reasonable time, and in any 

event not exceeding three business days, a new wanant in substantially identical form for the 

purchase of that number ofShares equal to the difference between the nuraber ofShares subject 

to this Wanant and the nuraber ofShares as to which this Warrant is so exercised. 

Notwithstanding anything in this Wanant to the confraty, the Warrantholder hereby 

acknowledges and agrees that hs exercise ofthis Warrant for Shares is subject to the condhion 

that the Warrantholder will have first received any applicable Regulatoty Approvals. 

4. Issuance ofShares: Authorization. Certificates for Shares issued upon exercise of 

this Wanant will be issued in such narae or naraes as the Wanantholder raay designate and will 

be delivered to such naraed Person or Persons within a reasonable time, not to exceed three 

business days after the date on which this Wanant has been duly exercised in accordance with 

the terms ofthis Wanant. The Corapany hereby represents and warrants that any Shares issued 

upon the exercise ofthis Wanant in accordance with the provisions of Section 3 will be duly and 

validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and 

charges (other than liens or charges created by the Wanantholder, incorae and franchise taxes 

incurred in connection with the exercise ofthe Warrant or taxes in respect ofany transfer 

occuning contemporaneously therewith). The Company agrees that the Shares so issued will be 

deemed to have been issued to the Warrantholder as ofthe close of business on the date on which 

this Wanant and payment ofthe Exercise Price are delivered to the Company in accordance with 

the terms ofthis Wanant, notwithstanding that the stock fransfer books ofthe Company may 

then be closed or certificates representing such Shares raay not be actually delivered on such 

date. The Company will at all times reserve and keep available, out ofits authorized but 

unissued preferred stock, solely for the purpose ofproviding for the exercise ofthis Warrant, the 

aggregate number ofshares ofPreferred Stock then issuable upon exercise ofthis Warrant at any 

09533I-0002-10879-NY02.2693630.4 
time. The Company will use reasonable best efforts to ensure that the Shares may be issued 

without violation ofany applicable law or regulation or ofany requirement ofany securities 

exchange on which the Shares are listed or traded. 

5. No Rights as Stockholders: Transfer Books. This Warrant does not entitie the 

Warrantholder to any voting rights or other rights as a stockholder ofthe Corapany prior to the 

date of exercise hereof. The Company will at no time close its transfer books against transfer of 

this Wanant in any raanner which interferes with the timely exercise ofthis Wanant. 

6. Charges. Taxes and Expenses. Issuanceof certificates for Shares to the 

Warrantholder upon the exercise ofthis Wanant shall be made without charge to the 

Wanantholder for any issue or fransfer tax or other incidental expense in respect ofthe issuance 

ofsuch certificates, all of which taxes and expenses shall be paid by the Company. 

7. Transfer/Assignment. 

(A) Subject to corapliance with clause (B) ofthis Section 7, this Wanant and all rights 

hereunder are fransferable, in whole or in part, upon the books ofthe Company by the registered 

holder hereof in person or by duly authorized attomey, and a new wanant shall be made and 

delivered by the Company, ofthe same tenor and date as this Wanant but registered in the name 

of one or more transferees, upon sunender ofthis Wanant, duly endorsed, to the office or agency 

ofthe Company described in Section 3. All expenses (other than stock transfer taxes) and other 

charges payable in connection with the preparation, execution and delivety ofthe new wanants 

pursuant to this Section 7 shall be paid by the Company. 

(B) The fransfer ofthe Wanant and the Shares issued upon exercise ofthe Warrant 

are subject to the resfrictions set forth in Section 4.4 ofthe Purchase Agreement. Ifand for so 

long as required by the Purchase Agreement, this Wanant shall contain the legends as set forth in 

Section 4.2(a) ofthe Purchase Agreement. 

8. Exchange and Registrv ofWanant. This Warrant is exchangeable, upon the 

surrender hereof by the Wanantholder to the Company, for a new warrant or wanants of like 

tenor and representing the right to purchase the same aggregate nuraber ofShares. The 

Company shall raaintain a registty showing the name and address ofthe Warrantholder as the 

registered holder ofthis Warrant. This Warrant raay be surrendered for exchange or exercise in 

accordance with its terras, at the office ofthe Company, and the Company shall be entitled to 

rely in all respects, prior to written notice to the conttary, upon such registty. 

9. Loss. Theft. Destraction or Mutilation ofWanant. Upon receipt by the Company 

of evidence reasonably satisfactoty to it ofthe loss, theft, desttuction or mutilation ofthis 

Wanant, and in the case ofany such loss, theft or destraction, upon receipt ofa bond, inderanity 

or security reasonably satisfactoty to the Corapany, or, in the case ofany such mutilation, upon 

sunender and cancellation ofthis Wanant, the Company shall make and deliver, in lieu ofsuch 

lost, stolen, desfroyed or mutilated Wanant, a new Wanant of like tenor and representing the 

right to purchase the same aggregate number ofShares as provided for in such lost, stolen, 

destroyed or mutilated Wanant. 

095331-0002-10879-NY02.2693 630.4 
10. Saturdavs, Sundavs, Holidavs, etc. Ifthe last or appointed day for the taking of 

any action or the expiration ofany right required or granted herein shall not be a business day, 

then such action may be taken or such right may be exercised on the next succeeding day that is 

a business day. 

11. Rule 144 Information. The Company covenants that h will use its reasonable best 

efforts to tiraely file all reports and other docuraents required to be filed by it under the 

Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC 

thereunder (or, ifthe Company is not required to file such reports, h will, upon the request ofany 

Wanantholder, make publicly available such information as necessary to permit sales pursuant to 

Rule 144 under the Securities Act), and h will use reasonable best efforts to take such further 

action as any Warrantholder may reasonably request, in each case to the extent required from 

time to time to enable such holder to, if permitted by the terms ofthis Wanant and the Purchase 

Agreeraent, sell this Wanant without registration under the Securities Act within the limhation 

ofthe exemptions provided by (A) Rule 144 under the Securhies Act, as such rale may be 

amended from time to time, or (B) any successor rule or regulation hereafter adopted by the 

SEC. Upon the written request ofany Warrantholder, the Company will deliver to such 

Warrantholder a written stateraent that h has complied with such requirements. 

12. Adjustments and Other Rights. For so long as the Original Wanantholder holds 

this Warrant or any portion thereof if any event occurs that, in the good faith judgment ofthe 

Board ofDirectors ofthe Corapany, would require adjustment ofthe Exercise Price or nuraber of 

Shares into which this Warrant is exercisable in order to fairly and adequately protect the 

purchase rights ofthe Wanants in accordance with the essential intent and principles ofthe 

Purchase Agreeraent and this Wanant, then the Board ofDirectors shall make such adjustments 

in the application ofsuch provisions, in accordance with such essential intent and principles, as 

shall be reasonably necessaty, in the good faith opinion ofthe Board ofDirectors, to protect such 

purchase rights as aforesaid. 

Whenever the Exercise Price or the number ofShares into which this Warrant is 

exercisable shall be adjusted as provided in this Section 12, the Company shall forthwith file at 

the principal office ofthe Corapany a stateraent showing in reasonable detail the facts requiring 

such adjustment and the Exercise Price that shall be in effect and the number ofShares into 

which this Warrant shall be exercisable after such adjustment, and the Company shall also cause 

a copy ofsuch statement to be sent by mail, first class postage prepaid, to each Wanantholder at 

the address appearing in the Corapany's records. 

13. No Impairment. The Company will not, by araendraent of its Charter or through 

any reorganization, fransfer of assets, consolidation, merger, dissolution, issue or sale of 

securhies or any other voluntary action, avoid or seek to avoid the observance or perforraance of 

any ofthe terms to be observed or performed hereunder by the Company, but will at all times in 

good faith assist in the cartying out of all the provisions ofthis Wanant and in taking of all such 

action as may be necessaty or appropriate in order to protect the rights ofthe Wanantholder. 

14. Goveming Law. This Wanant will be governed by and constraed in accordance 

with the federal law ofthe Unhed States ifand to the extent such law is applicable, and 

otherwise in accordance with the laws ofthe State of New York applicable to contracts made and 

095331-0002-10879-NY02,2693630.4 
to be performed entirely within such State. Each ofthe Corapany and the Warrantholder agrees 

(a) to submit to the exclusive jurisdiction and venue ofthe United States Disfrict Court for the 

District ofColumbia for any civil action, suh or proceeding arising out ofor relating to this 

Wanant or the fransactions contemplated hereby, and (b) that notice may be served upon the 

Company at the address in Section 17 below and upon the Warrantholder at the address for the 

Warrantholder set forth in the registty maintained by the Company pursuant to Section 8 hereof 

To the extent permitted by applicable law, each ofthe Corapany and the Wanantholder hereby 

uncondhionally waives trial by jury in any civil legal action or proceeding relating to the 

Warrant or the transactions contemplated hereby or thereby. 

15. Binding Effect. This Warrant shall be binding upon any successors or assigns of 

the Company. 

16. Amendments. This Wanant may be amended and the observance of any term of 

this Wanant may be waived only with the written consent ofthe Corapany and the 

Warrantholder. 

17. Notices. Any notice, request, instraction or other docuraent to be given hereunder 

by any party to the other will be in wrhing and will be deeraed to have been duly given (a) on the 

date of delivery if delivered personally, or by facsimile, upon confirraation 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 in Item 9 of Schedule A 

hereto, or pursuant to such other instractions as may be designated in writing by the party to 

receive such notice. 

18. Entire Agreement. This Warrant, the forms attached hereto and Schedule A 

hereto (the terms of which are incorporated by reference herein), and the Letter Agreement 

(including all documents incorporated therein), contain the entire agreement between the parties 

with respect to the subject matter hereof and supersede all prior and contemporaneous 

arrangements or undertakings with respect thereto. 

[Remainder of page intentionally left blank] 

095331-0002-10879-NY02.2693630.4 
[Form of Notice of Exercise] 

Date: 

TO: [Company] 

RE: Election to Purchase Preferred Stock 

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby 

agrees to subscribe for and purchase such number ofshares ofPreferred Stock covered by the 

Wanant such that after giving effect to an exercise pursuant to Section 3(B) ofthe Wanant, the 

undersigned will receive the net number ofshares ofPreferred Stock set forth below. The 

undersigned, in accordance with Section 3 ofthe Wanant, hereby agrees to pay the aggregate 

Exercise Price for such shares ofPreferred Stock in the manner set forth in Section 3(B) ofthe 

Wanant. 

Number of Shares of Prefened Stock:' 

The undersigned agrees that h is exercising the attached Warrant in full and that, upon 

receipt by the undersigned ofthe number ofshares ofPreferred Stock set forth above, such 

Wanant shall be deemed to be cancelled and surrendered to the Corapany. 

Holder: 

By: . 

Name: . 

Titie: 

Number ofshares to be received by the undersigned upon exercise ofthe attached Warrant pursuant to 

Section 3(B) thereof 

095331-0002-10879-NY02.2693630.4 
IN WITNESS WHEREOF, the Company has caused this Wanant to be duly executed by 

a duly authorized officer. 

Dated: 

COMPANY: 

By: 

Name: 

Thle: 

Attest: 

By: 

Name: 

Title: 

[Signature Page to Warrant] 

093331-0002-10879-NY02.2693 630.4 
SCHEDULE A 

Item 1 

Name: 

Corporate or other organizational form: 

Jurisdiction of organization: 

Item 2 

Exercise Price: ^ 

Item 3 

Issue Date: 

Item 4 

Liquidation Amount: 

Item 5 

Series of Perpetual Preferred Stock: 

Item 6 

Date of Letter Agreement betv/een the Company and the United States Department ofthe 

Treasuty: 

Item 7 

Number ofshares ofPreferred Stock:^ 

Items 

Company's address: 

Itera 9 

Notice information: 

$0.01 per share or such greater amount as the Charter may require as the par value ofthe Preferred Stock. 

The initial number ofshares ofPreferred Stock for which this Warrant is exercisable shall include the 

number ofshares required to effect the cashless exercise pursuant to Section 3(B) ofthis Warrant (e.g., 

such number ofshares ofPreferred Stock having an aggregate Liquidation Amount equal in value to the 

aggregate Exercise Price) such that, following exercise ofthis Warrant and payment ofthe Exercise Price 

in accordance with such Section 3(B), the net number ofshares ofPreferred Stock delivered to the 

Warrantholder (and rounded to the nearest whole share) would have an aggregate Liquidation Amount 

equal to 5% ofthe aggregate amount invested by the United States Department ofthe Treasury on the 

investment date. 

093331-0002-10879-NY02.2693630.4 
SCHEDULE A 

ADDITIONAL TERMS AND CONDITIONS 

Company Information: 

Name ofthe Company: 

Corporate or other organizational form: 

Jurisdiction of Organization: 

Appropriate Federal Banking Agency: 

Notice Infonnation: 

With a copy to: 

Terms ofthe Purchase: 

Series ofPreferred Stock Purchased: 

Per Share Liquidation Preference ofPreferred Stock: 

Number ofShares ofPreferred Stock Purchased: 

Dividend Payment Dates on the Preferred Stock: 

Series of Warrant Prefened Stock: 

Number of Warrant Shares: 

Number of Net Warrant Shares (after net settlement): 

Exercise Price ofthe Warrant: 

Purchase Price: 

BancPlus Corporation 

Corporation 

State of Mississippi 

Board of Govemors ofthe Federal Reserve System 

Eloise S. Patridge 

BancPlus Corporation 

400 Concourse Building, Suite 200 

1068 Highland Colony Parkway 

Ridgeland, MS 39157 

Craig N. Landrum, Esq. 

Watkms Ludlam Winter & Stennis, P.A. 

Post Office Box 427 

Jackson, MS 39205-0427 

Fixed Rate Cumulative Perpetual Preferred Stock, 

Series UST 

$1,000.00 

48,000 

February 15, May 15, August 15, and November 15 

Fixed Rate Cumulative Perpetual Preferred Stock, 

Series UST/W 

2,400.02400 

2,400 

$0.01/share 

$48,000,000 

Closing: 

Location of Closing: 

Time of Closing: 

Date of Closing: 

Squire, Sanders & Dempsey L.L.P. 

8000 Towers Crescent Drive, 14th Floor 

Tysons Comer, VA 22182 

9:00 a.m. Eastem Standard Time 

February 20,2009 

2801092.1/07838.32007 

UST Sequence Number: 767 
Wire Information for Closing: 

Contact for Confirmation of Wire Information: 

2801092.1/07838.32007 

UST Sequence Number: 767 
CAPITALIZATION 

Capitalization Date: 

Common Stock 

Par value: 

Total Authorized: 

Outstanding: Class A: 

Class B: 

Subject to warrants, options, convertible 

securities, etc.: 

Reserved for benefit plans and otiier 

issuances: 

Remaining authorized but unissued: 

SCHEDULE B 

January 31, 2009 

$1.00 

10,000,000 shares 

7,464,296 shares 

115,005 shares 

None 

None 

2,420,699 shares 

Shares issued after Capitalization Date 

(other than pursuant to warrants, options, 

convertible seciu"ities, etc. as set forth above): 

Preferred Stock 

Par value: 

Total Authorized: 

Outstanding (by series): 

Reserved for issuance: 

Remaining authorized but unissued: 

Holders of 5% or more of any class of capital stock 

None 

No par value 

100,000 shares 

None 

None 

100,000 shares 

Primarv Address 

2801092.1/07838.32007 

UST Sequence Number: 767 
SCHEDULE C 

LITIGATION 

List any exceptions to the representation and warranty in Section 2.2(1) ofthe Securities 

Purchase Agreement - Standard Terms. 

Ifnone, please so indicate by checking the box: 

UST Sequence Nimiber: 767 

2801092.1/07838.32007 
SCHEDULE D 

COMPLIANCE WITH LAWS 

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

ofthe Securities Purchase Agreement - Standard Terms. 

Ifnone, 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 Sectirities Purchase Agreement - Standard Terms. 

Ifnone, please so indicate by checking the box: 

UST Sequence Number: 767 

2801092.1/07838.32007 
SCHEDULE E 

REGULATORY AGREEMENTS 

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

Purchase Agreement - Standard Terms. 

If none, please so indicate by checking the box: 

UST Sequence Number: 767 

2801092.1/07838.32007