ANNEX E 

FORM OF WARRANT TO PURCHASE SENIOR SUBORDINATED SECURITIES

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 BANK AND THE INVESTOR REFERRED TO 

THEREIN, A COPY OF WHICH IS ON FILE WITH THE BANK. 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 

$_____________________ 

of Senior Subordinated Securities 

from ______________________ 

 Issue Date: ________________________ 

1. Definitions. Unless the context otherwise requires, when used herein the 

following terms shall have the meanings indicated. 

“Board of Directors” means the board of directors of the Bank, 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 

governmental actions to close. 

“Charter” means, with respect to any Person, its certificate or articles of incorporation, 

articles of association, or similar organizational document. 

“Bank” means the Person whose name, corporate or other organizational form and 

jurisdiction of organization is set forth in Item 1 of Schedule A hereto. 

“Denomination Amount” means $1,000. 

E - 2 
“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any 

successor statute, and the rules and regulations promulgated 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. 

“Net Principal Amount” means the aggregate principal amount of “Warrant Securities” in 

the form of Annex D to the Purchase Agreement to be purchased pursuant to the terms of this 

Warrant, as set forth in Item 4 of Schedule A hereto. 

“Original Principal Amount” means the aggregate principal amount of “Senior 

Subordinated Securities” in the form of Annex C to the Purchase Agreement purchased by the 

Original Warrantholder, as set forth in Item 6 of Schedule A hereto. 

“Original Warrantholder” means the United States Department of the Treasury. Any 

actions specified herein 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) of the Exchange Act and as used 

in Sections 13(d)(3) and 14(d)(2) of the Exchange Act. 

“Purchase Agreement” means the Securities Purchase Agreement – Standard Terms 

incorporated into the Letter Agreement, dated as of the date set forth in Item 5 of Schedule A 

hereto, as amended from time to time, between the Bank and the United States Department of the 

Treasury (the “Letter Agreement”), including all annexes and schedules thereto. 

“Regulatory Approvals” with respect to the Warrantholder, means, to the extent 

applicable and required to permit the Warrantholder to exercise this Warrant for Senior 

Subordinated Securities and to own such Senior Subordinated Securities without the 

Warrantholder being in violation of applicable law, rule or regulation, the receipt of any 

necessary approvals and authorizations of, filings and registrations with, notifications to, or 

expiration or termination of any applicable waiting period under applicable law, rule or 

regulation, including, without limitation, the Hart-Scott-Rodino Antitrust Improvements Act of 

1976, as amended, and the rules and regulations thereunder. 

“SEC” means the U.S. Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, 

and the rules and regulations promulgated thereunder. 

“Senior Subordinated Securities” has the meaning set forth in Section 2. 

“Warrantholder” has the meaning set forth in Section 2. 

“Warrant” means this Warrant, issued pursuant to the Purchase Agreement. 

E - 3 
2. Original Principal Amount of Senior Subordinated Securities; Exercise Price. 

This certifies that, for value received, the United States Department of the Treasury or its 

permitted assigns (the “Warrantholder”) is entitled, upon the terms and subject to the conditions 

hereinafter set forth, to acquire from the Bank, in whole or in part, after the receipt of all 

applicable Regulatory Approvals, if any, the Net Principal Amount of subordinated debentures as 

set forth on Schedule A hereto (the “Senior Subordinated Securities”), at a purchase price equal 

to the Exercise Price. 

3. Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by 

applicable laws and regulations, the right to purchase the Senior Subordinated Securities 

represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time 

or from time to time after the execution and delivery of this Warrant by the Bank on the date 

hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the 

Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise 

annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal 

executive office of the Bank located at the address set forth in Item 7 of Schedule A hereto (or 

such other office or agency of the Bank in the United States as it may designate by notice in 

writing to the Warrantholder at the address of the Warrantholder appearing on the books of the 

Bank), and (B) payment of the Exercise Price for the Senior Subordinated Securities thereby 

purchased, by having the Bank withhold, from the Original Principal Amount that would 

otherwise be delivered to the Warrantholder upon such exercise, Senior Subordinated Securities 

issuable upon exercise of the Warrant in the Net Principal Amount. 

 If the Warrantholder does not exercise this Warrant in its entirety, the 

Warrantholder will be entitled to receive from the Bank within a reasonable time, and in any 

event not exceeding three (3) business days, a new warrant in substantially identical form for the 

purchase of Senior Subordinated Securities equal to the difference between the Net Principal 

Amount of Senior Subordinated Securities subject to this Warrant and the aggregate principal 

amount of Senior Subordinated Securities as to which this Warrant is so exercised. 

Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby 

acknowledges and agrees that its exercise of this Warrant for Senior Subordinated Securities is 

subject to the condition that the Warrantholder will have first received any applicable Regulatory 

Approvals. 

4. Issuance of Senior Subordinated Securities; Authorization. Senior Subordinated 

Securities issued upon exercise of this Warrant will be issued in such name or names as the 

Warrantholder may designate and will be delivered to such named Person or Persons within a 

reasonable time, not to exceed three (3) business days after the date on which this Warrant has 

been duly exercised in accordance with the terms of this Warrant. The Bank hereby represents 

and warrants that any Senior Subordinated Securities executed and delivered upon the exercise 

of this Warrant in accordance with the provisions of Section 3 will be duly and validly 

authorized and will be the legal, valid and binding obligations of the Bank, enforceable in 

accordance with their respective terms, except to the extent that the enforceability thereof may be 

limited by applicable bankruptcy, receivership, conservatorship, 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. The Bank agrees that the Senior Subordinated Securities so executed and 

E - 4 
delivered will be deemed to have been issued to the Warrantholder as of the close of business on 

the date on which this Warrant and payment of the Exercise Price are delivered to the Bank in 

accordance with the terms of this Warrant, notwithstanding that the Senior Note Register of the 

Bank may then be closed or Senior Subordinated Securities may not be actually delivered on 

such date. The Bank will use reasonable best efforts to ensure that the Senior Subordinated 

Securities may be issued without violation of any applicable law or regulation or of any 

requirement of any securities exchange on which such Senior Subordinated Securities may be 

listed or traded. 

5. No Rights as Mutual Interest Holders; Warrant Register. This Warrant does not 

entitle the Warrantholder to any voting rights or other rights as a Mutual Interest Holder (as 

defined in the Agreement) of the Bank. The Bank will at no time close its Warrant Register 

against transfer of this Warrant in any manner which interferes with the timely exercise of this 

Warrant. 

6. Charges, Taxes and Expenses. Issuance of Senior Subordinated Securities to the 

Warrantholder upon the exercise of this Warrant shall be made without charge to the 

Warrantholder for any issue or transfer tax or other incidental expense in respect of the issuance 

thereof, all of which taxes and expenses shall be paid by the Bank. 

7. Transfer/Assignment. 

(A) Subject to compliance with clause (B) of this Section 7, this Warrant and all rights 

hereunder are transferable, in whole or in part, upon the books of the Bank by the registered 

holder hereof in person or by duly authorized attorney, and a new Warrant shall be made and 

delivered by the Bank, of the same tenor and date as this Warrant but registered in the name of 

one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of 

the Bank described in Section 3. All expenses (other than transfer taxes) and other charges 

payable in connection with the preparation, execution and delivery of the new Warrants pursuant 

to this Section 7 shall be paid by the Bank. 

(B) The transfer of the Warrant and the Senior Subordinated Securities issued upon 

exercise of the Warrant are subject to the restrictions set forth in Section 5.8 of the Purchase 

Agreement. If and for so long as required by the Purchase Agreement, the Senior Subordinated 

Securities shall contain the legends as set forth in Section 5.6 of the Purchase Agreement. 

8. Exchange and Registry of Warrant. This Warrant is exchangeable, upon the 

surrender hereof by the Warrantholder to the Bank, for a new Warrant or Warrants of like tenor 

and representing the right to purchase the same aggregate principal amount of Senior 

Subordinated Securities. The Bank shall maintain a registry showing the name and address of 

the Warrantholder as the registered holder of this Warrant. This Warrant may be surrendered for 

exchange or exercise in accordance with its terms, at the office of the Bank, and the Bank shall 

be entitled to rely in all respects, prior to written notice to the contrary, upon such registry. 

9. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Bank of 

evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, 

and in the case of any such loss, theft or destruction, upon receipt of a bond, indemnity or 

E - 5 
security reasonably satisfactory to the Bank, or, in the case of any such mutilation, upon 

surrender and cancellation of this Warrant, the Bank shall make and deliver, in lieu of such lost, 

stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to 

purchase the same aggregate amount of Senior Subordinated Securities as provided for in such 

lost, stolen, destroyed or mutilated Warrant. 

10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of 

any action or the expiration of any 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 Bank covenants that it will use its reasonable best 

efforts to timely file all reports and other documents 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, if the Bank is not required to file such reports, it will, upon the request of any 

Warrantholder, make publicly available such information as necessary to permit sales pursuant to 

Rule 144 under the Securities Act), and it 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 of this Warrant and the Purchase 

Agreement, sell this Warrant without registration under the Securities Act within the limitation 

of the exemptions provided by (A) Rule 144 under the Securities Act, as such rule may be 

amended from time to time, or (B) any successor rule or regulation hereafter adopted by the 

SEC. Upon the written request of any Warrantholder, the Bank will deliver to such 

Warrantholder a written statement that it has complied with such requirements. 

12. Adjustments and Other Rights. For so long as the Original Warrantholder holds 

this Warrant or any portion thereof, if any event occurs that, in the good faith judgment of the 

Board of Directors of the Bank, would require adjustment of the Exercise Price or the Net 

Principal Amount of Senior Subordinated Securities for which this Warrant is exercisable in 

order to fairly and adequately protect the purchase rights of the Warrants in accordance with the 

essential intent and principles of the Purchase Agreement and this Warrant, then the Board of 

Directors shall make such adjustments in the application of such provisions, in accordance with 

such essential intent and principles, as shall be reasonably necessary, in the good faith opinion of 

the Board of Directors, to protect such purchase rights as aforesaid. 

Whenever the Exercise Price or the Net Principal Amount of Senior Subordinated 

Securities into which this Warrant is exercisable shall be adjusted as provided in this Section 12, 

the Bank shall forthwith file at the principal office of the Bank a statement showing in reasonable 

detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the 

Net Principal Amount of Senior Subordinated Securities for which this Warrant shall be 

exercisable after such adjustment, and the Bank shall also cause a copy of such statement to be 

sent by mail, first class postage prepaid, to each Warrantholder at the address appearing in the 

Bank’s records.

13. No Impairment. The Bank will not, by amendment of its Charter or through any 

reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or 

any other voluntary action, avoid or seek to avoid the observance or performance of any of the 

E - 6 
terms to be observed or performed hereunder by the Bank, but will at all times in good faith 

assist in the carrying out of all the provisions of this Warrant and in taking of all such action as 

may be necessary or appropriate in order to protect the rights of the Warrantholder. 

14. GOVERNING LAW. THIS WARRANT WILL BE GOVERNED BY AND 

CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED 

STATES IF AND TO THE EXTENT SUCH LAW IS APPLICABLE, AND OTHERWISE 

IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE 

TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH 

STATE. EACH OF THE BANK AND THE WARRANTHOLDER AGREES (A) TO 

SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE UNITED 

STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA FOR ANY CIVIL 

ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS 

WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND (B) THAT 

NOTICE MAY BE SERVED UPON THE BANK AT THE ADDRESS IN SECTION 17 

BELOW AND UPON THE WARRANTHOLDER AT THE ADDRESS FOR THE 

WARRANTHOLDER SET FORTH IN THE REGISTRY MAINTAINED BY THE BANK 

PURSUANT TO SECTION 8 HEREOF. TO THE EXTENT PERMITTED BY 

APPLICABLE LAW, EACH OF THE BANK AND THE WARRANTHOLDER HEREBY 

UNCONDITIONALLY 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 Bank. 

16. Amendments. This Warrant may be amended and the observance of any term of 

this Warrant may be waived only with the written consent of the Bank and the Warrantholder. 

17. Notices. Any notice, request, instruction or other document to be given hereunder 

by any party to the other will be in writing and will be deemed to have been duly given (a) on the 

date of delivery if delivered personally, or by facsimile, upon confirmation 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 8 of Schedule A 

hereto, or pursuant to such other instructions 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] 

E - 7 
[Form of Notice of Exercise]

Date: _________ 

TO: [Bank]

RE: Election to Purchase Senior Subordinated Securities 

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby 

agrees to subscribe for and purchase such Net Principal Amount of Senior Subordinated 

Securities covered by the Warrant such that after giving effect to an exercise pursuant to Section 

3(B) of the Warrant, the undersigned will receive the Net Principal Amount of Senior 

Subordinated Securities set forth below. The undersigned, in accordance with Section 3 of the 

Warrant, hereby agrees to pay the aggregate Exercise Price for such Net Principal Amount of 

Senior Subordinated Securities in the manner set forth in Section 3(B) of the Warrant. 

Net Principal Amount of Senior Subordinated Securities:1

 

The undersigned agrees that it is exercising the attached Warrant in full and that, upon 

receipt by the undersigned of the Net Principal Amount of Senior Subordinated Securities set 

forth above, such Warrant shall be deemed to be cancelled and surrendered to the Bank. 

Holder: 

By: 

Name: 

Title: 

 

1

 Net Principal Amount of Senior Subordinated Securities to be received by the undersigned upon exercise of 

the attached Warrant pursuant to Section 3(B) thereof. 

E - 8 
IN WITNESS WHEREOF, the Bank has caused this Warrant to be duly executed by a 

duly authorized officer. 

Dated: _______________

BANK: 

By: 

Name: _________________________ 

Title: __________________________ 

Attest: 

By: 

Name: 

Title: ______________________________ 

[Signature Page to Warrant] 

E - 9 
E - 10 

SCHEDULE A

Item 1 

Name: 

Organizational form: 

Jurisdiction of organization: 

Item 2

Exercise Price:2

Item 3

Issue Date: 

Item 4

Net Principal Amount: 3

Item 5

Date of Letter Agreement between the Bank and the United States Department of the Treasury: 

Item 6

Original Principal Amount: 

Item 7

Bank’s Address: 

Item 8

Notice Information: 

 

2

 Net Principal Amount divided by Denomination Amount and multiplied by $0.01. 

3

 The Net Principal Amount of Senior Subordinated Securities for which this Warrant is exercisable shall include the 

aggregate principal amount of Senior Subordinated Securities required to effect the cashless exercise pursuant to 

Section 3(B) of this Warrant (e.g., such Net Principal Amount of Senior Subordinated Securities divided by the 

Denomination Amount and multiplied by the Exercise Price) such that, following exercise of this Warrant and 

payment of the Exercise Price in accordance with such Section 3(B), the Net Principal Amount of Senior 

Subordinated Securities delivered to the Warrantholder would equal 5% of the Original Principal Amount of Senior 

Securities purchased by the United States Department of the Treasury on the investment date.