6/7/11

(SBLF Bank/Thrifts

Senior Preferred Stock)

BA0.278967

SBLF Participant No. [___]

ANNEX F

FORM OF CERTIFICATE OF DESIGNATION

[CERTIFICATE OF DESIGNATION] 

OF

[SENIOR] NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES [●]

OF

[●]

[Insert name of Issuer], a [corporation/bank/banking association/savings 

association] organized and existing under the laws of the [Insert jurisdiction of organization] 

(the “Issuer”), in accordance with the provisions of Section[s] [●] of the [Insert applicable 

statute] thereof, does hereby certify:

The board of directors of the Issuer (the “Board of Directors”) or an applicable 

committee of the Board of Directors, in accordance with the [[certificate of incorporation/articles 

of association] and bylaws] of the Issuer and applicable law, adopted the following resolution on 

[●] creating a series of [●] shares of Preferred Stock of the Issuer designated as “Senior NonCumulative Perpetual Preferred Stock, Series [●]”.

RESOLVED, that pursuant to the provisions of the [[certificate of 

incorporation/articles of association] and the bylaws] of the Issuer and applicable law, a series of 

Preferred Stock, par value $[●] per share, of the Issuer be and hereby is created, and that the 

designation and number of shares of such series, and the voting and other powers, preferences 

and relative, participating, optional or other rights, and the qualifications, limitations and 

restrictions thereof, of the shares of such series, are as follows:

Part 1. Designation and Number of Shares. There is hereby created out of the 

authorized and unissued shares of preferred stock of the Issuer a series of preferred stock 

designated as the “Senior Non-Cumulative Perpetual Preferred Stock, Series [●]” (the 

“Designated Preferred Stock”). The authorized number of shares of Designated 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 Designation] to the same extent as if such provisions had been set forth 

in full herein.
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SBLF Participant No. [___] -2-

Part 3. Definitions. The following terms are used in this [Certificate of 

Designation] (including the Standard Provisions in Schedule A hereto) as defined below:

(a) “Common Stock” means the common stock, par value $[●] per share, of 

the Issuer.

(b) “Definitive Agreement” means that certain Securities Purchase Agreement 

by and between Issuer and Treasury, dated as of the Signing Date.

(c) “Junior Stock” means the Common Stock, [Insert titles of any existing 

Junior Stock] and any other class or series of stock of the Issuer the terms of which expressly 

provide that it ranks junior to Designated Preferred Stock as to dividend and redemption rights 

and/or as to rights on liquidation, dissolution or winding up of the Issuer.

(d) “Liquidation Amount” means $1,000 per share of Designated Preferred 

Stock.

(e) “Minimum Amount” means (i) the amount equal to twenty-five percent 

(25%) of the aggregate Liquidation Amount of Designated Preferred Stock issued on the 

Original Issue Date or (ii) all of the outstanding Designated Preferred Stock, if the aggregate 

liquidation preference of the outstanding Designated Preferred Stock is less than the amount set 

forth in the preceding clause (i).

(f) “Parity Stock” means any class or series of stock of the 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 of the 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 [Insert title(s) of existing classes or series of Parity Stock].

(g) “Signing Date” means [Insert date of applicable securities purchase or 

exchange agreement].

(h) “Treasury” means the United States Department of the Treasury and any 

successor in interest thereto.

Part 4. Certain Voting Matters. [To be inserted if the Charter provides for 

voting in proportion to liquidation preferences: Whether the vote or consent of the holders of a 

plurality, majority or other portion of the shares of Designated Preferred Stock and any Voting 

Parity Stock has been cast or given on any matter on which the holders of shares of Designated 

Preferred Stock are entitled to vote shall be determined by the Issuer by reference to the specified 

liquidation amount of the shares voted or covered by the consent as if the Issuer were liquidated 

on the record date for such vote or consent, if any, or, in the absence of a record date, on the date 

for such vote or consent. For purposes of determining the voting rights of the holders of 

Designated Preferred Stock under Section 7 of the Standard Provisions forming part of this 

[Certificate of Designation], each holder will be entitled to one vote for each $1,000 of 

liquidation preference to which such holder’s shares are entitled.] [To be inserted if the Charter 

does not provide for voting in proportion to liquidation preferences: Holders of shares of 
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SBLF Participant No. [___] -3-

Designated Preferred Stock will be entitled to one vote for each such share on any matter on 

which holders of Designated Preferred Stock are entitled to vote, including any action by written 

consent.]

[Remainder of Page Intentionally Left Blank]
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SBLF Participant No. [___]

IN WITNESS WHEREOF, [Insert name of Issuer] has caused this [Certificate of 

Designation] to be signed by [●], its [●], this [●] day of [●].

[Insert name of Issuer]

By:____________________________________

Name:

Title:
6/7/11

SBLF Participant No. [___] A-1

Schedule A

STANDARD PROVISIONS

Section 1. General Matters. Each share of Designated Preferred Stock shall be 

identical in all respects to every other share of Designated Preferred Stock. The Designated 

Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard 

Provisions that form a part of the Certificate of Designation. The Designated Preferred Stock 

shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the 

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

winding up of the Issuer, as set forth below. 

Section 2. Standard Definitions. As used herein with respect to Designated 

Preferred Stock:

(a) “Acquiror,” in any Holding Company Transaction, means the surviving or 

resulting entity or its ultimate parent in the case of a merger or consolidation or the transferee in 

the case of a sale, lease or other transfer in one transaction or a series of related transactions of 

all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a 

whole.

(b) “Affiliate” means, with respect to any person, any person directly or 

indirectly controlling, controlled by or under common control with, such other person. For 

purposes of this definition, “control” (including, with correlative meanings, the terms “controlled 

by” and “under common control with”) when used with respect to any person, means the 

possession, directly or indirectly through one or more intermediaries, of the power to cause the 

direction of management and/or policies of such person, whether through the ownership of 

voting securities by contract or otherwise.

(c) “Applicable Dividend Rate” has the meaning set forth in Section 3(a).

(d) “Appropriate Federal Banking Agency” means the “appropriate Federal 

banking agency” with respect to the Issuer as defined in Section 3(q) of the Federal Deposit 

Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

(e) “Bank Holding Company” means a company registered as such with the 

Board of Governors of the Federal Reserve System pursuant to 12 U.S.C. §1842 and the 

regulations of the Board of Governors of the Federal Reserve System thereunder.

(f) “Baseline” means the “Initial Small Business Lending Baseline” set forth 

on the Initial Supplemental Report (as defined in the Definitive Agreement), subject to 

adjustment pursuant to Section 3(a).

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

exchange or similar transaction that requires the approval of the Issuer’s stockholders.
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SBLF Participant No. [___] A-2

(h) “Business Day” means any day except Saturday, Sunday and any day on 

which banking institutions in the State of New York or the District of Columbia generally are 

authorized or required by law or other governmental actions to close.

(i) “Bylaws” means the bylaws of the Issuer, as they may be amended from 

time to time.

(j) “Call Report” has the meaning set forth in the Definitive Agreement.

(k) “Certificate of Designation” means the Certificate of Designation or 

comparable instrument relating to the Designated Preferred Stock, of which these Standard 

Provisions form a part, as it may be amended from time to time.

(l) “Charge-Offs” means the net amount of loans charged off by the Issuer or, 

if the Issuer is a Bank Holding Company or a Savings and Loan Holding Company, by the IDI 

Subsidiary(ies) during quarters that begin on or after the Signing Date, determined as follows:

(i) if the Issuer or the applicable IDI Subsidiary is a bank, by 

subtracting (A) the aggregate dollar amount of recoveries reflected on line RIAD4605 of 

its Call Reports for such quarters from (B) the aggregate dollar amount of charge-offs 

reflected on line RIAD4635 of its Call Reports for such quarters (without duplication as a 

result of such dollar amounts being reported on a year-to-date basis); or

(ii) if the Issuer or the applicable IDI Subsidiary is a thrift, by 

subtracting (A) the sum of the aggregate dollar amount of recoveries reflected on line 

VA140 of its Call Reports for such quarters and the aggregate dollar amount of 

adjustments reflected on line VA150 of its Call Reports for such quarters from (B) the 

aggregate dollar amount of charge-offs reflected on line VA160 of its Call Reports for 

such quarters.

(m) “Charter” means the Issuer’s certificate or articles of incorporation, 

articles of association, or similar organizational document.

(n) “CPP Lending Incentive Fee” has the meaning set forth in Section 3(e).

(o) “Current Period” has the meaning set forth in Section 3(a)(i)(2).

(p) “Dividend Payment Date” means January 1, April 1, July 1, and October 1 

of each year.

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

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

Dividend Period shall be the period from and including the Original Issue Date to, but excluding, 

the next Dividend Payment Date (the “Initial Dividend Period”).

(r) “Dividend Record Date” has the meaning set forth in Section 3(b).
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SBLF Participant No. [___] A-3

(s) “Dividend Reference Period” has the meaning set forth in Section 

3(a)(i)(2).

(t) “GAAP” means generally accepted accounting principles in the United 

States.

(u) “Holding Company Preferred Stock” has the meaning set forth in Section 

7(c)(v).

(v) “Holding Company Transaction” means the occurrence of (a) any 

transaction (including, without limitation, any acquisition, merger or consolidation) the result of 

which is that a “person” or “group” within the meaning of Section 13(d) of the Securities 

Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial 

owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing 

more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise 

required to consolidate the Issuer for purposes of generally accepted accounting principles in the 

United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, 

lease or other transfer in one transaction or a series of related transactions of all or substantially 

all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person 

other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), 

the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding 

Company.

(w) “IDI Subsidiary” means any Issuer Subsidiary that is an insured depository 

institution.

(x) “Increase in QSBL” means:

(i) with respect to the first (1st) Dividend Period, the difference 

obtained by subtracting (A) the Baseline from (B) QSBL set forth in the Initial 

Supplemental Report (as defined in the Definitive Agreement); and

(ii) with respect to each subsequent Dividend Period, the difference 

obtained by subtracting (A) the Baseline from (B) QSBL for the Dividend Reference 

Period for the Current Period. 

(y) “Initial Dividend Period” has the meaning set forth in the definition of 

“Dividend Period”.

(z) “Issuer Subsidiary” means any subsidiary of the Issuer.

(aa) “Liquidation Preference” has the meaning set forth in Section 4(a).

(bb) “Non-Qualifying Portion Percentage” means, with respect to any 

particular Dividend Period, the percentage obtained by subtracting the Qualifying Portion 

Percentage from one (1).
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SBLF Participant No. [___] A-4

(cc) “Original Issue Date” means the date on which shares of Designated 

Preferred Stock are first issued.

(dd) “Percentage Change in QSBL” has the meaning set forth in Section 

3(a)(ii).

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

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

trust.

(ff) “Preferred Director” has the meaning set forth in Section 7(c).

(gg) “Preferred Stock” means any and all series of preferred stock of the Issuer, 

including the Designated Preferred Stock.

(hh) “Previously Acquired Preferred Shares” has the meaning set forth in the 

Definitive Agreement.

(ii) “Private Capital” means, if the Issuer is Matching Private Investment

Supported (as defined in the Definitive Agreement), the equity capital received by the Issuer or 

the applicable Affiliate of the Issuer from one or more non-governmental investors in accordance 

with Section 1.3(m) of the Definitive Agreement.

(jj) “Publicly-traded” means a company that (i) has a class of securities that is

traded on a national securities exchange and (ii) is required to file periodic reports with either the 

Securities and Exchange Commission or its primary federal bank regulator.

(kk) “Qualified Small Business Lending” or “QSBL” means, with respect to 

any particular Dividend Period, the “Quarter-End Adjusted Qualified Small Business Lending” 

for such Dividend Period set forth in the applicable Supplemental Report.

(ll) “Qualifying Portion Percentage” means, with respect to any particular 

Dividend Period, the percentage obtained by dividing (i) the Increase in QSBL for such Dividend 

Period by (ii) the aggregate Liquidation Amount of then-outstanding Designated Preferred Stock.

(mm) “Savings and Loan Holding Company” means a company registered as 

such with the Office of Thrift Supervision pursuant to 12 U.S.C. §1467a(b) and the regulations 

of the Office of Thrift Supervision promulgated thereunder.

(nn) “Share Dilution Amount” means the increase in the number of diluted 

shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as 

measured from the date of the Issuer’s most recent consolidated financial statements prior to the 

Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to 

employees and equitably adjusted for any stock split, stock dividend, reverse stock split, 

reclassification or similar transaction.
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SBLF Participant No. [___] A-5

(oo) “Signing Date Tier 1 Capital Amount” means $[__________].1

(pp) “Standard Provisions” mean these Standard Provisions that form a part of 

the Certificate of Designation relating to the Designated Preferred Stock.

(qq) “Supplemental Report” means a Supplemental Report delivered by the 

Issuer to Treasury pursuant to the Definitive Agreement.

(rr) “Tier 1 Dividend Threshold” means, as of any particular date, the result 

of the following formula:

( ( A + B – C ) * 0.9 ) – D

where:

A = Signing Date Tier 1 Capital Amount;

B = the aggregate Liquidation Amount of the Designated Preferred Stock 

issued to Treasury;

C = the aggregate amount of Charge-Offs since the Signing Date; and

D = (i) beginning on the first day of the eleventh (11th) Dividend Period, 

the amount equal to ten percent (10%) of the aggregate Liquidation 

Amount of the Designated Preferred Stock issued to Treasury as of 

the Effective Date (without regard to any redemptions of Designated 

Preferred Stock that may have occurred thereafter) for every one 

percent (1%) of positive Percentage Change in Qualified Small 

Business Lending between the ninth (9th) Dividend Period and the 

Baseline; and

(ii) zero (0) at all other times.

(ss) “Voting Parity Stock” means, with regard to any matter as to which the 

holders of Designated Preferred Stock are entitled to vote as specified in Section 7(d) of these 

Standard Provisions that form a part of the Certificate of Designation, 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. 

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

 

1

Insert amount equal to the Issuer’s consolidated Tier 1 capital on the Signing Date. 
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SBLF Participant No. [___] A-6

(1) With respect to the Initial Dividend Period, the Applicable 

Dividend Rate shall be [_______] percent ([__]%).2 

(2) With respect to each of the second (2nd) through the tenth

(10th) Dividend Periods, inclusive (in each case, the 

“Current Period”), the Applicable Dividend Rate shall be:

(A) (x) the applicable rate set forth in column “A” of the 

table in Section 3(a)(iii), based on the Percentage Change in QSBL

between the Dividend Period that was two Dividend Periods prior 

to the Current Period (the “Dividend Reference Period”) and the 

Baseline, multiplied by (y) the Qualifying Portion Percentage; plus

(B) (x) five percent (5%) multiplied by (y) the NonQualifying Portion Percentage. 

In each such case, the Applicable Dividend Rate shall be 

determined at the time the Issuer delivers a complete and accurate 

Supplemental Report to Treasury with respect to the Dividend 

Reference Period. 

(3) With respect to the eleventh (11th) through the eighteenth

(18th) Dividend Periods, inclusive, and that portion of the 

nineteenth (19th) Dividend Period prior to, but not 

including, the four and one half (41⁄2) year anniversary of 

the Original Issue Date, the Applicable Dividend Rate shall 

be:

(A) (x) the applicable rate set forth in column “B” of the 

table in Section 3(a)(iii), based on the Percentage Change in QSBL

between the ninth (9th) Dividend Period and the Baseline, 

multiplied by (y) the Qualifying Portion Percentage, calculated as 

of the last day of the ninth (9th) Dividend Period; plus

(B) (x) five percent (5%) multiplied by (y) the NonQualifying Portion Percentage, calculated as of the last day of the 

ninth (9th) Dividend Period. 

In such case, the Applicable Dividend Rate shall be determined at 

the time the Issuer delivers a complete and accurate Supplemental 

Report to Treasury with respect to the ninth (9th) Dividend Period.

 

2 To be completed at Closing using Column “A” of the table in Section 3(a)(iii), based on the Percentage 

Change in QSBL between the Baseline and the second calendar quarter preceding the Closing Date as 

reported in the Initial Supplemental Report.
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SBLF Participant No. [___] A-7

(4) With respect to (A) that portion of the nineteenth (19th) 

Dividend Period beginning on the four and one half (41⁄2) 

year anniversary of the Original Issue Date and (B) all 

Dividend Periods thereafter, the Applicable Dividend Rate 

shall be nine percent (9%).

(5) Notwithstanding anything herein to the contrary, if the 

Issuer fails to submit a Supplemental Report that is due 

during any of the second (2nd) through tenth (10th) 

Dividend Periods on or before the sixtieth (60th) day of 

such Dividend Period, the Issuer’s QSBL for the Dividend 

Period that would have been covered by such Supplemental 

Report shall be zero (0) for purposes hereof.

(6) Notwithstanding anything herein to the contrary, but 

subject to Section 3(a)(i)(5) above, if the Issuer fails to 

submit the Supplemental Report that is due during the tenth 

(10th) Dividend Period, the Issuer’s QSBL for the shall be 

zero (0) for purposes of calculating the Applicable 

Dividend Rate pursuant to Section 3(a)(i)(3) and (4). The 

Applicable Dividend Rate shall be re-determined effective 

as of the first day of the calendar quarter following the date 

such failure is remedied, provided it is remedied prior to 

the four and one half (41⁄2) anniversary of the Original Issue 

Date.

(7) Notwithstanding anything herein to the contrary, if the 

Issuer fails to submit any of the certificates required by 

Sections 3.1(d)(ii) or 3.1(d)(iii) of the Definitive 

Agreement when and as required thereby, the Issuer’s 

QSBL for the shall be zero (0) for purposes of calculating 

the Applicable Dividend Rate pursuant to Section 3(a)(i)(2) 

or (3) above until such failure is remedied.

(ii) The “Percentage Change in Qualified Lending” between any given 

Dividend Period and the Baseline shall be the result of the following formula, expressed 

as a percentage:

(

( QSBL for the Dividend Period – Baseline ) )

x 100

Baseline

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

Dividend Rate:
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SBLF Participant No. [___] A-8

The Applicable Dividend Rate shall be:

If the Percentage Change in 

Qualified Lending is:

Column “A”

(each of the 

2nd – 10th 

Dividend Periods)

Column “B”

(11th – 18th, and 

the first part of the 

19th, Dividend 

Periods)

0% or less 5% 7%

More than 0%, but less than 2.5% 5% 5%

2.5% or more, but less than 5% 4% 4%

5% or more, but less than 7.5% 3% 3%

7.5% or more, but less than 10% 2% 2%

10% or more 1% 1%

(iv) If the Issuer consummates a Business Combination, a purchase of 

loans or a purchase of participations in loans and the Designated Preferred Stock remains 

outstanding thereafter, then the Baseline shall thereafter be the “Quarter-End Adjusted 

Small Business Lending Baseline” set forth on the Quarterly Supplemental Report (as 

defined in the Definitive Agreement).

(b) Payment. Holders of Designated Preferred Stock shall be entitled to 

receive, on each share of Designated Preferred Stock if, as and when declared by the Board of 

Directors or any duly authorized committee of the Board of Directors, but only out of assets 

legally available therefor, non-cumulative cash dividends with respect to:

(i) each Dividend Period (other than the Initial Dividend Period) at a 

rate equal to one-fourth (1⁄4) of the Applicable Dividend Rate with respect to each 

Dividend Period on the Liquidation Amount per share of Designated Preferred Stock, and 

no more, payable quarterly in arrears on each Dividend Payment Date; and

(ii) the Initial Dividend Period, on the first such Dividend Payment 

Date to occur at least twenty (20) calendar days after the Original Issue Date, an amount 

equal to (A) the Applicable Dividend Rate with respect to the Initial Dividend Period

multiplied by (B) the number of days from the Original Issue Date to the last day of the 

Initial Dividend Period (inclusive) divided by 360. 

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 accrue as a result of that postponement. For 

avoidance of doubt, “payable quarterly in arrears” means that, with respect to any particular 

Dividend Period, dividends begin accruing on the first day of such Dividend Period and are 

payable on the first day of the next Dividend Period. 

The amount of dividends payable on Designated Preferred Stock on any date prior 

to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the 

basis of a 360-day year consisting of four 90-day quarters, and actual days elapsed over a 90-day 

quarter.
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SBLF Participant No. [___] A-9

Dividends that are payable on Designated Preferred Stock on any Dividend 

Payment Date will be payable to holders of record of Designated Preferred Stock as they appear 

on the stock register of the 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 of Directors or any duly authorized committee of the Board of Directors 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 of Designated Preferred Stock shall not be entitled 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 Designation).

(c) Non-Cumulative. Dividends on shares of Designated Preferred Stock 

shall be non-cumulative. If the Board of Directors or any duly authorized committee of the 

Board of Directors does not declare a dividend on the Designated Preferred Stock in respect of 

any Dividend Period:

(i) the holders of Designated Preferred Stock shall have no right to 

receive any dividend for such Dividend Period, and the Issuer shall have no obligation to 

pay a dividend for such Dividend Period, whether or not dividends are declared for any 

subsequent Dividend Period with respect to the Designated Preferred Stock; and

(ii) the Issuer shall, within five (5) calendar days, deliver to the holders 

of the Designated Preferred Stock a written notice executed by the Chief Executive 

Officer and the Chief Financial Officer of the Issuer stating the Board of Directors’ 

rationale for not declaring dividends. 

(d) Priority of Dividends; Restrictions on Dividends. 

(i) Subject to Sections 3(d)(ii), (iii) and (v) and any restrictions 

imposed by the Appropriate Federal Banking Agency or, if applicable, the Issuer’s state 

bank supervisor (as defined in Section 3(r) of the Federal Deposit Insurance Act (12 

U.S.C. § 1813(q)), so long as any share of Designated Preferred Stock remains 

outstanding, the Issuer may declare and pay dividends on the Common Stock, any other 

shares of Junior Stock, or Parity Stock, in each case only if (A) after giving effect to such 

dividend the Issuer’s Tier 1 capital would be at least equal to the Tier 1 Dividend 

Threshold, and (B) full dividends on all outstanding shares of Designated Preferred Stock 

for the most recently completed Dividend Period have been or are contemporaneously 

declared and paid.

(ii) If a dividend is not declared and paid in full on the Designated 

Preferred Stock in respect of any Dividend Period, then from the last day of such 

Dividend Period until the last day of the third (3rd) Dividend Period immediately 

following it, no dividend or distribution shall be declared or paid on the Common Stock 

or any other shares of Junior Stock (other than dividends payable solely in shares of 
6/7/11

SBLF Participant No. [___] A-10

Common Stock) or Parity Stock; provided, however, that in any such Dividend Period in 

which a dividend is declared and paid on the Designated Preferred Stock, dividends may 

be paid on Parity Stock to the extent necessary to avoid any material breach of a covenant 

by which the Issuer is bound.

(iii) When dividends have not been declared and paid in full for an 

aggregate of four (4) Dividend Periods or more, and during such time the Issuer was not 

subject to a regulatory determination that prohibits the declaration and payment of 

dividends, the Issuer shall, within five (5) calendar days of each missed payment, deliver 

to the holders of the Designated Preferred Stock a certificate executed by at least a 

majority of the Board of Directors stating that the Board of Directors used its best efforts 

to declare and pay such dividends in a manner consistent with (A) safe and sound 

banking practices and (B) the directors’ fiduciary obligations.

(iv) Subject to the foregoing and Section 3(e) below and not otherwise, 

such dividends (payable in cash, securities or other property) as may be determined by 

the Board of Directors or any duly authorized committee of the Board of Directors may 

be declared and paid on any securities, including Common Stock and other Junior Stock, 

from time to time out of any funds legally available for such payment, and holders of 

Designated Preferred Stock shall not be entitled to participate in any such dividends.

(v) If the Issuer is not Publicly-Traded, then after the tenth (10th) 

anniversary of the Signing Date, so long as any share of Designated Preferred Stock 

remains outstanding, no dividend or distribution shall be declared or paid on the Common 

Stock or any other shares of Junior Stock (other than dividends payable solely in shares 

of Common Stock) or Parity Stock.

(e) Special Lending Incentive Fee Related to CPP. If Treasury held Previously 

Acquired Preferred Shares immediately prior to the Original Issue Date and the Issuer did not 

apply to Treasury to redeem such Previously Acquired Preferred Shares prior to December 16, 

2010, and if the Issuer’s Supplemental Report with respect to the ninth (9th) Dividend Period

reflects an amount of Qualified Small Business Lending that is less than or equal to the Baseline

(or if the Issuer fails to timely file a Supplemental Report with respect to the ninth (9th) 

Dividend Period), then beginning on [_____________]3and on all Dividend Payment Dates 

thereafter ending on [___________],

4

the Issuer shall pay to the Holders of Designated Preferred 

Stock, on each share of Designated Preferred Stock, but only out of assets legally available 

therefor, a fee equal to 0.5% of the Liquidation Amount per share of Designated Preferred Stock

(“CPP Lending Incentive Fee”). All references in Section 3(d) to “dividends” on the Designated 

Preferred Stock shall be deemed to include the CPP Lending Incentive Fee.

 

3

Insert Dividend Payment Date immediately following the fifth anniversary of the closing of the Issuer’s 

CPP investment.

4

Insert Dividend Payment Date immediately following four and one-half years after the Closing Date.
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Section 4. Liquidation Rights.

(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, 

dissolution or winding up of the affairs of the Issuer, whether voluntary or involuntary, holders 

of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred 

Stock, out of the assets of the Issuer or proceeds thereof (whether capital or surplus) available for 

distribution to stockholders of the Issuer, subject to the rights of any creditors of the Issuer, 

before any distribution of such assets or proceeds is made to or set aside for the holders of 

Common Stock and any other stock of the 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 of any accrued and unpaid dividends on each such share (such 

amounts collectively, the “Liquidation Preference”).

(b) Partial Payment. If in any distribution described in Section 4(a) above the 

assets of the Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with 

respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts 

payable with respect of any other stock of the Issuer ranking equally with Designated Preferred 

Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other 

stock shall share ratably in any such distribution in proportion to the full respective distributions 

to which they are entitled.

(c) Residual Distributions. If the Liquidation Preference has been paid in full 

to all holders of Designated Preferred Stock and the corresponding amounts payable with respect 

of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such 

distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to 

receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights 

and preferences.

(d) Merger, Consolidation and Sale of Assets Is Not Liquidation. For 

purposes of this Section 4, the merger or consolidation of the Issuer with any other corporation 

or other entity, including a merger or consolidation in which the holders of Designated Preferred 

Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for 

cash, securities or other property) of all or substantially all of the assets of the Issuer, shall not 

constitute a liquidation, dissolution or winding up of the Issuer.

Section 5. Redemption. 

(a) Optional Redemption. 

(i) Subject to the other provisions of this Section 5:

(1) The Issuer, at its option, subject to the approval of the 

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 of Designated 

Preferred Stock at the time outstanding; and
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(2) If, after the Signing Date, there is a change in law that 

modifies the terms of Treasury’s investment in the 

Designated Preferred Stock or the terms of Treasury’s 

Small Business Lending Fund program in a materially 

adverse respect for the Issuer, the Issuer may, after 

consultation with the Appropriate Federal Banking Agency, 

redeem all of the shares of Designated Preferred Stock at 

the time outstanding. 

(ii) The per-share redemption price for shares of Designated Preferred 

Stock shall be equal to the sum of:

(1) the Liquidation Amount per share,

(2) the per-share amount of any unpaid dividends for the then 

current Dividend Period at the Applicable Dividend Rate 

to, but excluding, the date fixed for redemption (regardless 

of whether any dividends are actually declared for that 

Dividend Period; and

(3) the pro rata amount of CPP Lending Incentive Fees for the 

current Dividend Period. 

The redemption price for any shares of Designated Preferred Stock shall be 

payable on the redemption date to the holder of such shares against surrender of the certificate(s) 

evidencing such shares to the Issuer or its agent. Any declared but unpaid dividends for the then 

current Dividend Period 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 of record of the 

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 Preferred Stock will not be subject to 

any mandatory redemption, sinking fund or other similar provisions. Holders of Designated 

Preferred Stock will have no right to require redemption or repurchase of any shares of 

Designated Preferred Stock.

(c) Notice of Redemption. Notice of every redemption of shares of 

Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the 

holders of record of the 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 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 of shares of Designated Preferred Stock designated for redemption shall not affect 

the validity of the proceedings for the redemption of any other shares of Designated Preferred 

Stock. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in 
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book-entry form through The Depository Trust Company or any other similar facility, notice of 

redemption may be given to the holders of Designated Preferred 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 of shares of Designated Preferred Stock to be redeemed 

and, if less than all the shares held by such holder are to be redeemed, the number of such 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 of the redemption price.

(d) Partial Redemption. In case of any redemption of part of the shares of 

Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected 

either pro rata or in such other manner as the Board of Directors or a duly authorized committee 

thereof may determine to be fair and equitable, but in any event the shares to be redeemed shall 

not be less than the Minimum Amount. Subject to the provisions hereof, the Board of Directors 

or a duly authorized committee thereof shall have full power and authority to prescribe the terms 

and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to 

time, subject to the approval of the Appropriate Federal Banking Agency. 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 Redemption. If notice of redemption has been duly given 

and if on or before the redemption date specified in the notice all funds necessary for the 

redemption have been deposited by the Issuer, in trust for the pro rata benefit of the holders of 

the shares called for redemption, with a bank or trust company doing business in the Borough of 

Manhattan, The City of New York, and having a capital 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 

surrendered 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 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 of the holders thereof to receive the amount payable on 

such redemption from such bank or trust company, without interest. Any funds unclaimed at the 

end of three years from the redemption date shall, to the extent permitted by law, be released to 

the Issuer, after which time the holders of the shares so called for redemption shall look only to 

the Issuer for payment of the redemption price of such shares.

(f) Status of Redeemed Shares. Shares of Designated Preferred Stock that are 

redeemed, repurchased or otherwise acquired by the Issuer shall revert to authorized but unissued 

shares of Preferred Stock (provided that any such cancelled shares of Designated Preferred Stock 

may be reissued only as shares of any series of Preferred Stock other than Designated Preferred 

Stock).

Section 6. Conversion. Holders of Designated Preferred Stock shares shall have 

no right to exchange or convert such shares into any other securities. 
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Section 7. Voting Rights.

(a) General. The holders of Designated Preferred Stock shall not have any 

voting rights except as set forth below or as otherwise from time to time required by law.

(b) Board Observation Rights. Whenever, at any time or times, dividends on 

the shares of Designated Preferred Stock have not been declared and paid in full within five (5) 

Business Days after each Dividend Payment Date for an aggregate of five (5) Dividend Periods 

or more, whether or not consecutive, the Issuer shall invite a representative selected by the 

holders of a majority of the outstanding shares of Designated Preferred Stock, voting as a single 

class, to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in 

this respect, shall give such representative copies of all notices, minutes, consents, and other 

materials that it provides to its directors in connection with such meetings; provided, that the 

holders of the Designated Preferred Stock shall not be obligated to select such a representative, 

nor shall such representative, if selected, be obligated to attend any meeting to which he/she is 

invited. The rights of the holders of the Designated Preferred Stock set forth in this Section 7(b) 

shall terminate when full dividends have been timely paid on the Designated Preferred Stock for 

at least four consecutive Dividend Periods, subject to revesting in the event of each and every 

subsequent default of the character above mentioned.

(c) Preferred Stock Directors. Whenever, at any time or times, (i) dividends 

on the shares of Designated Preferred Stock have not been declared and paid in full within five 

(5) Business Days after each Dividend Payment Date for an aggregate of six (6) Dividend 

Periods or more, whether or not consecutive, and (ii) the aggregate liquidation preference of the 

then-outstanding shares of Designated Preferred Stock is greater than or equal to $25,000,000, 

the authorized number of directors of the Issuer shall automatically be increased by two and the 

holders of the Designated Preferred Stock, voting as a single class, shall have the right, but not 

the obligation, to elect two directors (hereinafter the “Preferred Directors” and each a “Preferred 

Director”) to fill such newly created directorships at the Issuer’s next annual meeting of 

stockholders (or, if the next annual meeting is not yet scheduled or is scheduled to occur more 

than thirty days later, the President of the Company shall promptly call a special meeting for that 

purpose) and at each subsequent annual meeting of stockholders until full dividends have been 

timely paid on the Designated Preferred Stock for at least four consecutive Dividend Periods, 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 of each and every 

subsequent default of the character above mentioned; provided that it shall be a qualification for 

election for any Preferred Director that the election of such Preferred Director shall not cause the 

Issuer to violate any corporate governance requirements of any securities exchange or other 

trading facility on which securities of the Issuer may then be listed or traded that listed or traded 

companies must have a majority of independent directors. Upon any termination of the right of 

the holders of shares of Designated Preferred Stock to vote for directors as provided above, the 

Preferred Directors shall cease to be qualified 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 Preferred Directors elected pursuant hereto. Any Preferred Director 

may be removed at any time, with or without cause, and any vacancy created thereby may be 

filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred 

Stock at the time outstanding voting separately as a class. If the office of any Preferred Director 
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becomes vacant for any reason other than removal from office as aforesaid, the holders of a 

majority of the outstanding shares of Designated Preferred Stock, voting as a single class, may 

choose a successor who shall hold office for the unexpired term in respect of which such vacancy 

occurred.

(d) Class Voting Rights as to Particular Matters. So long as any shares of 

Designated Preferred Stock are outstanding, in addition to any other vote or consent of 

stockholders required by law or by the Charter, the written consent of (x) Treasury if Treasury 

holds any shares of Designated Preferred Stock, or (y) the holders of a majority of the 

outstanding shares of Designated Preferred Stock, voting as a single class, if Treasury does not 

hold any shares of Designated Preferred Stock, shall be necessary for effecting or validating:

(i) Authorization of Senior Stock. Any amendment or alteration of 

the Certificate of Designation 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 of capital stock of the Issuer ranking senior to Designated Preferred Stock 

with respect to either or both the payment of dividends and/or the distribution of assets on 

any liquidation, dissolution or winding up of the Issuer;

(ii) Amendment of Designated Preferred Stock. Any amendment, 

alteration or repeal of any provision of the Certificate of Designation for the Designated 

Preferred Stock or the Charter (including, unless no vote on such merger or consolidation 

is required by Section 7(d)(iii) below, any amendment, alteration or repeal by means of a 

merger, consolidation or otherwise) so as to adversely affect the rights, preferences, 

privileges or voting powers of the Designated Preferred Stock;

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. 

Subject to Section 7(d)(v) below, any consummation of a binding share exchange or 

reclassification involving the Designated Preferred Stock, or of a merger or consolidation 

of the Issuer with another corporation or other entity, unless in each case (x) the shares of 

Designated Preferred Stock remain outstanding or, in the case of any 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 of the surviving or resulting entity 

or its 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 limitations and restrictions thereof that are the same as the rights, 

preferences, privileges and voting powers, and limitations and restrictions thereof, of 

Designated Preferred Stock immediately prior to such consummation, taken as a whole; 

provided, that in all cases, the obligations of the Issuer are assumed (by operation of law 

or by express written assumption) by the resulting entity or its ultimate parent; 

(iv) Certain Asset Sales. Any sale of all, substantially all, or any 

material portion of, the assets of the Company, if the Designated Preferred Stock will not 

be redeemed in full contemporaneously with the consummation of such sale; and
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(v) Holding Company Transactions. Any consummation of a Holding 

Company Transaction, unless as a result of the Holding Company Transaction each share 

of Designated Preferred Stock shall be converted into or exchanged for one share with an 

equal liquidation preference of preference securities of the Issuer or the Acquiror (the 

“Holding Company Preferred Stock”). Any such Holding Company Preferred Stock shall 

entitle holders thereof to dividends from the date of issuance of such Holding Company 

Preferred Stock on terms that are equivalent to the terms set forth herein, and shall have 

such other rights, preferences, privileges and voting powers, and limitations and 

restrictions thereof that are the same as the rights, preferences, privileges and voting 

powers, and limitations and restrictions thereof, of Designated Preferred Stock 

immediately prior to such conversion or exchange, taken as a whole;

provided, however, that for all purposes of this Section 7(d), any increase in the amount of the 

authorized Preferred Stock, including any increase in the authorized amount of Designated 

Preferred Stock necessary 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, of any other series 

of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other 

series of Preferred 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 of the 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 of the Designated 

Preferred Stock.

(e) Changes after Provision for Redemption. No vote or consent of the 

holders of Designated Preferred Stock shall be required pursuant to Section 7(d) 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 of the Designated Preferred 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 redemption, in each case pursuant to Section 5 above.

(f) Procedures for Voting and Consents. The rules and procedures for calling 

and conducting any meeting of the holders of Designated Preferred Stock (including, without 

limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies 

at such a meeting, the obtaining of written consents and any other aspect or matter with regard to 

such a meeting or such consents shall be governed by any rules of the Board of Directors or any 

duly authorized committee of the Board of Directors, in its discretion, may adopt from time to 

time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, 

and applicable law and the rules of any national securities exchange or other trading facility on 

which Designated Preferred Stock is listed or traded at the time. 

Section 8. Restriction on Redemptions and Repurchases. 

(a) Subject to Sections 8(b) and (c), so long as any share of Designated 

Preferred Stock remains outstanding, the Issuer may repurchase or redeem any shares of Capital

Stock (as defined below), in each case only if (i) after giving effect to such dividend, repurchase 
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or redemption, the Issuer’s Tier 1 capital would be at least equal to the Tier 1 Dividend 

Threshold and (ii) dividends on all outstanding shares of Designated Preferred Stock for the most 

recently completed Dividend Period have been or are contemporaneously declared and paid (or 

have been declared and a sum sufficient for the payment thereof has been set aside for the benefit 

of the holders of shares of Designated Preferred Stock on the applicable record date).

(b) If a dividend is not declared and paid on the Designated Preferred Stock in 

respect of any Dividend Period, then from the last day of such Dividend Period until the last day 

of the third (3rd) Dividend Period immediately following it, neither the Issuer nor any Issuer 

Subsidiary shall, redeem, purchase or acquire any shares of Common Stock, Junior Stock, Parity 

Stock or other capital stock or other equity securities of any kind of the Issuer or any Issuer 

Subsidiary, or any trust preferred securities issued by the Issuer or any Affiliate of the Issuer

(“Capital Stock”), (other than (i) redemptions, purchases, repurchases or other acquisitions of the 

Designated Preferred Stock and (ii) repurchases of Junior Stock or Common Stock in connection 

with the administration of any employee benefit plan in the ordinary course of business 

(including purchases to offset any Share Dilution Amount pursuant to a publicly announced 

repurchase plan) and consistent with past practice; provided that any purchases to offset the 

Share Dilution Amount shall in no event exceed the Share Dilution Amount, (iii) the acquisition 

by the Issuer or any of the Issuer Subsidiaries of record ownership in Junior Stock or Parity 

Stock for the beneficial ownership of any other persons (other than the Issuer or any other Issuer 

Subsidiary), 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, (v) redemptions of 

securities held by the Issuer or any wholly-owned Issuer Subsidiary or (vi) redemptions, 

purchases or other acquisitions of capital stock or other equity securities of any kind of any 

Issuer Subsidiary required pursuant to binding contractual agreements entered into prior to (x) if 

Treasury held Previously Acquired Preferred Shares immediately prior to the Original Issue 

Date, the original issue date of such Previously Acquired Preferred Shares, or (y) otherwise, the 

Signing Date).

(c) If the Issuer is not Publicly-Traded, then after the tenth (10th) anniversary 

of the Signing Date, so long as any share of Designated Preferred Stock remains outstanding, 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.

Section 9. No Preemptive Rights. No share of Designated Preferred Stock shall 

have any rights of preemption whatsoever as to any securities of the Issuer, or any warrants, 

rights or options issued or granted with respect thereto, regardless of how such securities, or such 

warrants, rights or options, may be designated, issued or granted.

Section 10. References to Line Items of Supplemental Reports. If Treasury 

modifies the form of Supplemental Report, pursuant to its rights under the Definitive Agreement, 

and any such modification includes a change to the caption or number of any line item on the 
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Supplemental Report, then any reference herein to such line item shall thereafter be a reference 

to such re-captioned or re-numbered line item.

Section 11. 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 of Designated Preferred Stock as the true and lawful owner thereof for all 

purposes, and neither the Issuer nor such transfer agent shall be affected by any notice to the 

contrary.

Section 12. Notices. All notices or communications in respect of Designated 

Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first 

class mail, postage prepaid, or if given in such other manner as may be permitted in this 

Certificate of Designation, in the Charter or Bylaws or by applicable law. Notwithstanding the 

foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The 

Depository Trust Company or any similar facility, such notices may be given to the holders of 

Designated Preferred Stock in any manner permitted by such facility.

Section 13. Replacement Certificates. The Issuer shall replace any mutilated 

certificate at the holder’s expense upon surrender of that certificate to the Issuer. The Issuer shall 

replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to 

the Issuer of reasonably satisfactory evidence that the certificate has been destroyed, stolen or 

lost, together with any indemnity that may be reasonably required by the Issuer.

Section 14. Other Rights. The shares of Designated Preferred 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.