(Mutual Entity)

Securities Purchase Agreement – [Insert Company Name]

SMALL BUSINESS LENDING FUND – SECURITIES PURCHASE AGREEMENT

Name of Company SBLF No.

Street Address for Notices Organizational Form (e.g., federal savings bank, state

mutual association, corporation, etc.)

City State Zip Code Jurisdiction of Organization

Name of Contact Person to Receive Notices Appropriate Federal Banking Agency

Fax Number for Notices Phone Number for Notices Effective Date

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the

Effective Date set forth above (the “Signing Date”) between the Secretary of the Treasury

(“Treasury”) and the Company named above (the “Company”), an entity existing under the laws

of the Jurisdiction of Organization stated above in the Organizational Form stated above. The

Company has elected to participate in Treasury’s Small Business Lending Fund program

(“SBLF”). This Agreement contains the terms and conditions on which the Company intends to

issue subordinated debentures to Treasury, which Treasury will purchase using funds

appropriated under SBLF.

This Agreement consists of the following attached parts, all of which together constitute the

entire agreement of Treasury and the Company (the “Parties”) with respect to the subject matter

hereof, superseding all prior written and oral agreements and understandings between the Parties

with respect to such subject matter:

Annex A: Information Specific to

the Company and the Investment

Annex B: Definitions

Annex C: General Terms and Conditions

Annex D: Disclosure Schedule

Annex E: Registration Rights

Annex F: Form of Senior Security

Annex G: Form of Officer’s Certificate

Annex H: Form of Supplemental Reports

Annex I: Form of Annual Certification

Annex J: Form of Opinion

Annex K: Form of Repayment Document

This Agreement may be executed in any number of counterparts, each being deemed to be an

original instrument, and all of which will together constitute the same agreement. Executed

signature pages to this Agreement may be delivered by facsimile or electronic mail attachment.

[Signatures follow]
(Mutual Entity)

Securities Purchase Agreement – [Insert Company Name]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly

authorized representatives of the parties hereto as of the Effective Date.

THE SECRETARY OF THE TREASURY [INSERT COMPANY NAME]

By: By:

Name: Name:

Title: Title:
(Mutual Entity)

Annex A (Information Specific to the Company and the Investment) Page 1

ANNEX A

INFORMATION SPECIFIC TO THE COMPANY AND THE INVESTMENT

Purchase Information

Terms of the Purchase:

Original Aggregate Principal Amount of

Senior Securities in the form of Annex F

purchased:

Interest Payment Dates: Payable quarterly in arrears on January 1, April

1, July 1 and October 1 of each year.

Purchase Price:

Closing:

Location of Closing:

Time of Closing:

Date of Closing:

Redemption Information

(Only complete if the Company was a CPP or CDCI participant; leave blank otherwise.)

Prior Program: CPP

CDCI

Original Aggregate Principal Amount of Previously

Acquired Securities:

Repayment Amount:

Residual Amount:
(Mutual Entity)

Annex A (Information Specific to the Company and the Investment) Page 2

Matching Private Investment Information

Treasury investment is contingent on the Company raising

Matching Private Investment (check one):

If Yes, complete the following (leave blank otherwise):

Yes

No

Aggregate Dollar Amount of Matching Private Investment

Required:

Aggregate Dollar Amount of Matching Private Investment

Received:

Class of securities representing Matching Private

Investment:

Date of issuance of Matching Private Investment:
(Mutual Entity)

Annex B (Definitions) Page 1

ANNEX B

DEFINITIONS

1. Definitions. Except as otherwise specified herein or as the context may otherwise

require, the following terms have the respective meanings set forth below for all purposes of this

Agreement.

“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 Company and its subsidiaries, taken as a

whole.

“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.

“Application Date” means the date of the Company’s completed application to

participate in SBLF.

“Appropriate Federal Banking Agency” means the “appropriate Federal banking

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

Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)). The Appropriate

Federal Banking Agency is identified on the cover page of this Agreement.

“Appropriate State Banking Agency” means, if the Company is a State-chartered

bank, the Company’s State bank supervisor (as defined in Section 3(r) of the Federal Deposit

Insurance Act, 12 U.S.C. § 1813(q)).

“Bank Holding Company” means a company registered as such with the Federal

Reserve pursuant to 12 U.S.C. §1842 and the regulations of the Federal Reserve promulgated

thereunder.

“Bylaws” means the bylaws of the Company, as they may be amended from time

to time.

“Call Report” has the meaning assigned thereto in Section 4102(4) of the SBJA.

If the Company is a Bank Holding Company or a Savings and Loan Holding Company, unless

the context clearly indicates otherwise: (a) the term “Call Report” shall mean the Call Report(s)

(as defined in Section 4102(4) of the SBJA) of the IDI Subsidiary(ies); and (b) if there are

multiple IDI Subsidiaries, all references herein or in any document executed or delivered in

connection herewith (including the Senior Securities, the Initial Supplemental Report and all
(Mutual Entity)

Annex B (Definitions) Page 2

Quarterly Supplemental Reports) to any data reported in a Call Report shall refer to the

aggregate of such data across the Call Reports for all such IDI Subsidiaries.

“CDCI” means the Community Development Capital Initiative, as authorized

under the Emergency Economic Stabilization Act of 2008.

“Charter” means the Company's certificate or articles of incorporation, articles of

association, or similar organizational document.

“Company Material Adverse Effect” means a material adverse effect on (i) the

business, results of operation or condition (financial or otherwise) of the 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 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 each case generally

affecting the industries in which the Company and its subsidiaries operate, (B) changes or

proposed changes after the Signing Date in GAAP, 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 Governmental Entities (in the case of

each 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

of the Company to consummate the Purchase and other transactions contemplated by this

Agreement and perform its obligations hereunder and under the Senior Securities on a timely

basis and declare and pay interest on the Interest Payment Dates set forth in the Senior

Securities.

“CPP” means the Capital Purchase Program, as authorized under the Emergency

Economic Stabilization Act of 2008.

“Disclosure Schedule” means that certain schedule to this Agreement delivered to

Treasury on or prior to the Signing Date, setting forth, among other things, items the disclosure

of which is necessary or appropriate in response to an express disclosure requirement contained

in a provision hereof. The Disclosure Schedule is contained in Annex D of this Agreement.

“Executive Officers” means the Company’s “executive officers” as defined in 12

C.F.R. § 215.2(e)(1) (regardless of whether or not such regulation is applicable to the Company).

“Federal Reserve” means the Board of Governors of the Federal Reserve System.

“GAAP” means generally accepted accounting principles in the United States.

“General Terms and Conditions” and “General T&C” each mean Annex C of this

Agreement.
(Mutual Entity)

Annex B (Definitions) Page 3

“Holder” means a holder of the Senior Securities.

“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 Company representing more than 50% of

the voting power of the outstanding Capital Interests or (ii) is otherwise required to consolidate

the Company for purposes of generally accepted accounting principles in the United States, or

(b) any consolidation or merger of the Company 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 Company and its subsidiaries, taken as a whole, to any Person other

than one of the Company's subsidiaries; provided that, in the case of either clause (a) or (b), the

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

Company.

“IDI Subsidiary” means any Company Subsidiary that is an insured depository

institution.

“Indebtedness” shall mean, whether or not recourse is to all or a portion of the

assets of the Company and whether or not contingent, (i) the claims of the Company’s secured

and general creditors; (ii) every obligation of the Company for money borrowed; (iii) every

obligation of the Company evidenced by bonds, debentures, notes or other similar instruments,

including obligations incurred in connection with the acquisition of property, assets or

businesses; (iv) every reimbursement obligation of the Company, contingent or otherwise, with

respect to letters of credit, bankers’ acceptances, security purchase facilities or similar facilities

issued for the account of the Company; (v) every obligation of the Company issued or assumed

as the deferred purchase price of property or services (but excluding trade accounts payable or

accrued liabilities arising in the ordinary course of business); (vi) every capital lease obligation

of the Company; (vii) all indebtedness of the Company for claims in respect of derivative

products, including interest rate, foreign exchange rate and commodity forward contracts,

options and swaps and similar arrangements; (viii) every obligation of the type referred to in

clauses (i) through (vii) of another person and all dividends of another person the payment of

which, in either case, the Company has guaranteed or is responsible or liable for directly or

indirectly, as obligor or otherwise, and (ix) every obligation of the type referred to in clauses (i)

through (vii) of another person and all dividends of another person the payment of which, in

either case, is secured by a lien on any property or assets of the Company.

“knowledge of the Company” or “Company’s knowledge” means the actual

knowledge after reasonable and due inquiry of the “officers” (as such term is defined in Rule 3b2 under the Exchange Act) of the Company.

“Matching Private Investment-Supported,” when used to describe the Company

(if applicable), means the Company’s eligibility for participation in the SBLF program is

conditioned upon the Company or an Affiliate of the Company acceptable to Treasury receiving

Matching Private Investment, as contemplated by Section 4103(d)(3)(B) of the SBJA.
(Mutual Entity)

Annex B (Definitions) Page 4

“Members” means persons having ownership rights in the Company by virtue of

their ownership of a deposit at the Company.

“Original Letter Agreement” means, if applicable, the Letter Agreement (and all

terms incorporated therein) pursuant to which Treasury purchased from the Company, and the

Company issued to Treasury, the Previously Acquired Securities or the securities exchanged for

the Previously Acquired Securities.

“Oversight Officials” means, interchangeably and collectively as context requires,

the Special Deputy Inspector General for SBLF Program Oversight, the Inspector General of

the Department of the Treasury, and the Comptroller General of the United States.

“Person” means a legal person, including any individual, corporation, estate,

partnership, joint venture, association, joint-stock company, limited liability company or trust.

“Previously Acquired Securities” means, if the Company participated in CPP or

CDCI, the securities identified in the “Redemption Information” section of Annex A.

“Previously Disclosed” means information set forth on the Disclosure Schedule or

the Disclosure Update, as applicable; provided, however, that disclosure in any section of such

Disclosure Schedule or Disclosure Update, as applicable, shall apply only to the indicated

section of this Agreement; provided, further, that the existence of Previously Disclosed

information, pursuant to a Disclosure Update, shall neither obligate Treasury to consummate the

Purchase nor limit or affect any rights of or remedies available to Treasury.

“Prior Program” means (a) CPP, if the Company is a participant in CPP

immediately prior to the Closing, or (b) CDCI, if the Company is a participant in CDCI

immediately prior to the Closing.

“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.

“Purchase” means the purchase of the Senior Securities by Treasury from the

Company pursuant to this Agreement.

“Repayment” means the repurchase set forth in the Repayment Document.

“Repayment Amount” means, if the Company participated in CPP or CDCI, the

aggregate amount payable by the Company as of the Closing Date to redeem the Previously

Acquired Securities in accordance with their terms, which amount is set forth in the

“Redemption Information” section of Annex A.

“Savings and Loan Holding Company” means a company registered as such with

the Office of Thrift Supervision or any successor thereto pursuant to 12 U.S.C. §1467(a) and the

regulations of the Office of Thrift Supervision promulgated thereunder.
(Mutual Entity)

Annex B (Definitions) Page 5

“SBJA” means the Small Business Jobs Act of 2010, as it may be amended from

time to time.

“Senior Indebtedness” means, with respect to the Senior Securities, (i) all deposit

liabilities of the Company, (ii) the principal of (and premium, if any) and interest, if any

(including interest accruing on or after the appointment of a receiver or conservator, or the filing

of any petition in bankruptcy or for reorganization, relating to the Company, whether or not such

claim for post appointment or post petition interest is allowed in such proceedings), on all

Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter

created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness,

provided, however, that Senior Indebtedness shall not include (A) any other subordinated debt of

the Company that by its terms ranks pari passu or junior to the Senior Securities issued

hereunder or (B) any obligation to holders of Capital Interests or other securities of the Company

arising as a result of their status as holders of such Capital Interests.

“Senior Securities” mean the unsecured subordinated debentures issued pursuant

to this Agreement that do not constitute a class of stock or represent any equity ownership in the

Company. Each debenture representing a Senior Security shall be expressed in a principal

amount that is a multiple of $1,000.

“Signing Date Total Risk-Based Capital Amount” means $[__________].1

“Subsidiary” means any corporation, partnership, joint venture, limited liability

company or other entity (A) of which such person or a subsidiary of such person is a general

partner or (B) of which a majority of the voting securities or other voting interests, or a majority

of the securities or other interests of which having by their terms ordinary voting power to elect a

majority of the 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.

“Tax” or “Taxes” means any federal, state, local or foreign income, 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,

governmental fee or other like assessment or charge of any kind whatsoever, together with any

interest, penalty or addition imposed by any Governmental Entity.

“Total Assets” means, with respect to an insured depository institution, the total

assets of such insured depository institution.

“Total Risk Based Capital Threshold” means, as of any particular date, the result

of the following formula:

( ( A + B – C – D ) * 0.9 ) – E

where:

1

Insert amount equal to the Company’s consolidated total risk-based capital on the Signing Date.
(Mutual Entity)

Annex B (Definitions) Page 6

A = Signing Date Total Risk-Based Capital Amount;

B = the Original Aggregate Principal Amount of the Senior Securities

issued to Treasury;

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

D = the aggregate dollar amount of other instruments included in the Tier

2 capital of the Company or any IDI Subsidiary that have been

redeemed at maturity since the Signing Date; and

E = (i) beginning on the first day of the eleventh (11th) Interest Period,

the amount equal to ten percent (10%) of the Original Aggregate

Principal Amount of the Senior Securities issued to Treasury as of

the Effective Date (without regard to any redemptions of Senior

Securities that may have occurred thereafter) for every one percent

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

Lending between the ninth (9th) Interest Period and the Baseline;

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

“Total Risk-Based Capital” means, with respect to an insured depository

institution, the total risk-based capital of such insured depository institution.

“Total Risk-Weighted Assets” means, with respect to an insured depository

institution, the risk-weighted assets of such insured depository institution.

"Transaction Documents" means this Agreement, the Senior Securities, and all

other instruments, documents and agreements executed by or on behalf of the Company and

delivered concurrently herewith or at any time hereafter to or for the benefit of any holder of any

Senior Security in connection with the transactions contemplated by this Agreement, all as

amended, supplemented or modified from time to time.

2. Index of Definitions. The following table, which is provided solely for

convenience of reference and shall not affect the interpretation of this Agreement, identifies the

location where capitalized terms are defined in this Agreement:

Location of

Term Definition

Affiliate .............................................................................Annex B, §1

Agreement .........................................................................Cover Page

Appropriate Federal Banking Agency ...............................Annex B, §1

Appropriate State Banking Agency ...................................Annex B, §1

Bank Holding Company ....................................................Annex B, §1

Bankruptcy Exceptions .....................................................General T&C, §2.5(a)

Board of Directors .............................................................General T&C, §2.6

Business Combination .......................................................General T&C, §7.8

business day .......................................................................General T&C, §7.12

Call Report .........................................................................Annex B, §1
(Mutual Entity)

Annex B (Definitions) Page 7

Capital Interests..................................................................General T&C, §2.2

Capitalization Date ............................................................General T&C, §2.2

CDCI ..................................................................................Annex B, §1

Closing ..............................................................................General T&C, §1.2(a)

Closing Date ......................................................................General T&C, §1.2(a)

Closing Deadline ...............................................................General T&C, §5.1(a)(i)

Code ..................................................................................General T&C, §2.14

Company ............................................................................Cover Page

Company Financial Statements .........................................General T&C, §1.3(h)

Company Material Adverse Effect ....................................Annex B, §1

Company Reports ..............................................................General T&C, §2.9

Company Subsidiary; Company Subsidiaries ...................General T&C, §2.5(b)

control; controlled by; under common control with ..........Annex B, §1

CPP.....................................................................................Annex B, §1

Disclosure Schedule ..........................................................Annex B, §1

Disclosure Update ..............................................................General T&C, §1.3(g)

ERISA ...............................................................................General T&C, §2.14

Exchange Act ....................................................................General T&C, §4.3

Extraordinary Dividends ....................................................General T&C, §5.12(b)(ii)

Federal Reserve .................................................................Annex B, §1

GAAP ................................................................................Annex B, §1

Governmental Entities .......................................................General T&C, §1.3(a)

Holder.................................................................................Annex B §1

Holding Company Senior Security ...................................General T&C, §5.12(f)

IDI Subsidiary ...................................................................Annex B, §1

Indemnitee..........................................................................General T&C, §4.4(b)

Indebtedness .......................................................................Annex B

Information ........................................................................General T&C, §3.1(c)(iii)

Initial Supplemental Report ...............................................General T&C, §1.3(i)

knowledge of the Company; Company’s knowledge ........Annex B, §1

Majority Holders ................................................................General T&C, §4.3

Matching Private Investment .............................................General T&C, §1.3(k)

Matching Private Investment-Supported............................Annex B, § 1

Matching Private Investors.................................................General T&C, §1.3(k)

Members.............................................................................Annex B

officers ...............................................................................Annex B, §1

Oversight Officials .............................................................Annex B, §1

Parties .................................................................................Cover Page

Plan ....................................................................................General T&C, §2.14

Previously Acquired Securities ..........................................Annex B, §1

Previously Disclosed .........................................................Annex B, §1

Prior Program .....................................................................General T&C, §1.2(c)

Proprietary Rights .............................................................General T&C, §2.21

Purchase ............................................................................Annex B, §1

Purchase Price ...................................................................General T&C, §1.1(a)

Regulatory Agreement ......................................................General T&C, §2.19
(Mutual Entity)

Annex B (Definitions) Page 8

Related Party ...................................................................... General T&C, §2.25

Repayment Document ........................................................General T&C, §1.2(b)(ii)(E)

Residual Amount ...............................................................General T&C, §1.2(b)(ii)(B)

Savings and Loan Holding Company ................................Annex B, §1

SBJA...................................................................................Annex B, §1

SBLF ..................................................................................Cover Page

SEC ....................................................................................General T&C, §2.11

Securities Act ....................................................................General T&C, §2.1

Senior Indebtedness............................................................Annex B, §1

Senior Securities Director(s) ..............................................General T&C, §5.12(e)

Signing Date ......................................................................Cover Page

Subsidiary ..........................................................................Annex B, §1

Quarterly Supplemental Report .........................................General T&C, §3.1(d)(i)

Tax; Taxes .........................................................................Annex B, §1

Tax Exempt .......................................................................Annex F

Transaction Documents......................................................Annex B, §1

Transfer .............................................................................General T&C, §4.3

Treasury .............................................................................Cover Page

3. Defined Terms in Annex K. Except for defined terms in Annex K that are

expressly cross-referenced in another part of this Agreement, terms defined in Annex K are

defined therein solely for purposes of Annex K and are not applicable to other parts of this

Agreement.
(Mutual Entity)

Annex C (General Terms and Conditions) Page 1

ANNEX C

GENERAL TERMS AND CONDITIONS

CONTENTS OF GENERAL TERMS AND CONDITIONS

Page

ARTICLE I PURCHASE; CLOSING ...................................................................................4

1.1 Purchase .......................................................................................................4

1.2 Closing .........................................................................................................4

1.3 Closing Conditions.......................................................................................5

ARTICLE II REPRESENTATIONS AND WARRANTIES..................................................7

2.1 Organization, Authority and Significant Subsidiaries .................................7

2.2 Capitalization ...............................................................................................7

2.3 Senior Securities ..........................................................................................8

2.4 Compliance With Identity Verification Requirements ................................8

2.5 Authorization; Enforceability ......................................................................8

2.6 Anti-takeover Provisions and Rights Plan ...................................................9

2.7 No Company Material Adverse Effect ........................................................9

2.8 Company Financial Statements....................................................................9

2.9 Reports .......................................................................................................10

2.10 No Undisclosed Liabilities.........................................................................10

2.11 Offering of Securities.................................................................................10

2.12 Litigation and Other Proceedings ..............................................................11

2.13 Compliance with Laws ..............................................................................11

2.14 Employee Benefit Matters .........................................................................11

2.15 Taxes..........................................................................................................12

2.16 Properties and Leases.................................................................................12

2.17 Environmental Liability.............................................................................12

2.18 Risk Management Instruments ..................................................................13

2.19 Agreements with Regulatory Agencies .....................................................13

2.20 Insurance....................................................................................................13

2.21 Intellectual Property...................................................................................14

2.22 Brokers and Finders ...................................................................................14

2.23 Disclosure Schedule...................................................................................14

2.24 Previously Acquired Securities..................................................................14

2.25 Related Party Transactions ........................................................................15

2.26 Ability to Pay Interest ................................................................................15

2.27 Amendment to Charter and Other Documents to Effect Section 5.12(e) ..15

ARTICLE III COVENANTS .................................................................................................15

3.1 Affirmative Covenants...............................................................................15

3.2 Negative Covenants ...................................................................................21
(Mutual Entity)

Annex C (General Terms and Conditions) Page 2

ARTICLE IV REMEDIES OF THE HOLDERS UPON EVENT OF DEFAULT................21

4.1 Event of Default.........................................................................................21

4.2 Acceleration and Other Remedies .............................................................22

4.3 Suits for Enforcement ................................................................................22

4.4 Holders May File Proofs of Claim.............................................................22

4.5 Waiver of Past Defaults .............................................................................23

ARTICLE V ADDITIONAL AGREEMENTS.....................................................................23

5.1 Purchase for Investment.............................................................................23

5.2 Form of Senior Security.............................................................................23

5.3 Execution of Senior Securities...................................................................24

5.4 Computation of Interest .............................................................................24

5.5 Legends......................................................................................................24

5.6 Transfer of Senior Securities .....................................................................26

5.7 Replacement of Senior Securities ..............................................................27

5.8 Cancellation ...............................................................................................27

5.9 Rule 144; Rule 144A; 4(11⁄2) Transactions ................................................28

5.10 Depository Senior Securities......................................................................29

5.11 Redemption ................................................................................................29

5.12 Provisions for Nonpayment of Interest and Voting Rights........................31

5.13 Right to Pay Dividends; Restrictions on Dividends and Repurchases ......34

5.14 No Preemptive Rights................................................................................34

5.15 References to Line Items of Supplemental Reports...................................35

5.16 Record Holders ..........................................................................................35

5.17 Notices .......................................................................................................35

5.18 Expenses and Further Assurances..............................................................35

5.19 Communications to Holders ......................................................................35

5.20 Other Rights...............................................................................................35

ARTICLE VI SUBORDINATION OF THE SENIOR SECURITIES...................................36

6.1 Agreement to Subordinate .........................................................................36

6.2 Default on Senior Indebtedness .................................................................36

6.3 Liquidation; Dissolution ............................................................................37

6.4 Merger, Consolidation and Sale of Assets Is Not Liquidation ..................38

6.5 Subrogation ................................................................................................38

6.6 Notice by the Company .............................................................................39

6.7 Subordination May Not Be Impaired.........................................................39

ARTICLE VII MISCELLANEOUS ........................................................................................40

7.1 Termination................................................................................................40

7.2 Survival......................................................................................................40

7.3 Amendment................................................................................................41

7.4 Waiver of Conditions.................................................................................41

7.5 Governing Law; Submission to Jurisdiction; etc.......................................41

7.6 No Relationship to TARP ..........................................................................42
(Mutual Entity)

Annex C (General Terms and Conditions) Page 3

7.7 Notices .......................................................................................................42

7.8 Assignment ................................................................................................42

7.9 Severability ................................................................................................42

7.10 No Third Party Beneficiaries .....................................................................43

7.11 Specific Performance.................................................................................43

7.12 Interpretation..............................................................................................43
(Mutual Entity)

Annex C (General Terms and Conditions) Page 4

ARTICLE I

PURCHASE; CLOSING

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

the Company agrees to sell to Treasury, and Treasury agrees to purchase from the Company, at

the Closing, the Senior Securities for the aggregate price set forth on Annex A (the “Purchase

Price”).

1.2 Closing. (a) On the terms and subject to the conditions set forth in this

Agreement, the closing of the Purchase (the “Closing”) will take place at the location specified in

Annex A, at the time and on the date set forth in Annex A or as soon as practicable thereafter, or

at such other place, time and date as shall be agreed between the Company and Treasury. The

time and date on which the Closing occurs is referred to in this Agreement as the “Closing

Date”.

(b) Subject to the fulfillment or waiver of the conditions to the Closing in

Section 1.3, at the Closing:

(i) if Treasury holds Previously Acquired Securities:

(A) the Purchase Price shall first be applied to pay the

Repayment Amount;

(B) if the Purchase Price is less than the Repayment Amount,

the Company shall pay the positive difference (if any) between the Repayment Amount and the

Purchase Price (a “Residual Amount”) to Treasury’s Office of Financial Stability by wire transfer

of immediately available United States funds to an account designated in writing by Treasury;

and

(C) upon receipt of the full Repayment Amount (by application

of the Purchase Price and, if applicable, the Company’s payment of the Residual Amount),

Treasury and the Company will consummate the Repayment;

(D) if the Company issued a Warrant to Treasury in connection

with the issuance of the Previously Acquired Securities, the Company will deliver to Treasury a

statement of adjustment as contemplated by Section 12 of the Warrant; and

(E) the Company and Treasury will execute and deliver a

properly completed repurchase document in the form attached hereto as Annex K, (the

“Repayment Document”).

(ii) the Company will deliver the Senior Securities 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 of the Purchase Price by application of the

Purchase Price to the Repayment and by wire transfer of immediately available United States

funds to a bank account designated by the Company in the Initial Supplemental Report.
(Mutual Entity)

Annex C (General Terms and Conditions) Page 5

1.3 Closing Conditions. The obligation of Treasury to consummate the Purchase is

subject to the fulfillment (or waiver by Treasury) at or prior to the Closing of each of the

following conditions:

(a) (i) any approvals or authorizations of all United States federal, state, local,

foreign and other governmental, regulatory or judicial authorities (collectively, “Governmental

Entities”) required for the consummation of the Purchase shall have been obtained or made in

form and substance reasonably satisfactory to each party and shall be in full force and effect and

all waiting periods required by United States and other applicable law, if any, shall have expired

and (ii) no provision of any applicable United States or other law and no judgment, injunction,

order or decree of any Governmental Entity shall prohibit the purchase and sale of the Senior

Securities as contemplated by this Agreement;

(b) (i) the representations and warranties of the Company set forth in (A)

Sections 2.7, 2.26, and 2.27 shall be true and correct in all respects as though made on and as of

the Closing Date; (B) Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 2.19, 2.22, 2.23, 2.24 and 2.25 shall be

true and correct in all material respects as though made on and as of the 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 material respects as of such other date); and (C)

Sections 2.8 through 2.18 and Sections 2.20 through 2.21 (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 of the 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 of such other

date), except to the extent that the failure of such representations and warranties referred to in

this Section 1.3(b)(i)(C) 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 (ii) the

Company shall have performed in all respects all obligations required to be performed by it

under this Agreement at or prior to the Closing;

(c) the Company shall have delivered to Treasury a certificate signed on behalf

of the Company by an Executive Officer certifying to the effect that the conditions set forth in

Section 1.3(b) have been satisfied, in substantially the form of Annex G;

(d) the Company shall have delivered to Treasury true, complete and correct

certified copies of the Charter and Bylaws;

(e) the Company shall have delivered to Treasury a written opinion from

counsel to the Company (which may be internal counsel), addressed to Treasury and dated as of

the Closing Date, in substantially the form of Annex J;

(f) the Company shall have delivered physical certificated debentures in

proper form evidencing the Senior Securities to Treasury or its designee(s);

(g) the Company shall have delivered to Treasury a copy of the Disclosure

Schedule on or prior to the Signing Date and, to the extent that any information set forth on the

Disclosure Schedule needs to be updated or supplemented to make it true, complete and correct
(Mutual Entity)

Annex C (General Terms and Conditions) Page 6

as of the Closing Date, (i) the Company shall have delivered to Treasury an update to the

Disclosure Schedule (the “Disclosure Update”), setting forth any information necessary to make

the Disclosure Schedule true, correct and complete as of the Closing Date and (ii) Treasury, in its

sole discretion, shall have approved the Disclosure Update, provided, however, that the delivery

and acceptance of the Disclosure Update shall not limit or affect any rights of or remedies

available to Treasury;

(h) the Company shall have delivered to Treasury on or prior to the Signing

Date each of the consolidated financial statements of the Company and its consolidated

subsidiaries for each of the last three completed fiscal years of the Company (which shall be

audited to the extent audited financial statements are available prior to the Signing Date)

(together with the Call Reports filed by the Company or the IDI Subsidiary(ies) for each

completed quarterly period since the last completed fiscal year, the “Company Financial

Statements”);

(i) the Company shall have delivered to Treasury, not later than five (5)

business days prior to the Closing Date, a certificate (the “Initial Supplemental Report”) in

substantially the form attached hereto as Annex H setting forth a complete and accurate

statement of loans held by the Company (or if the Company is a Bank Holding Company or a

Savings and Loan Holding Company, by the IDI Subsidiary(ies)) in each of the categories

described therein, for the time periods specified therein, (A) including a signed certification of

the Chief Executive Officer, the Chief Financial Officer and all directors or trustees of the

Company or the IDI Subsidiary(ies) who attested to the Call Reports for the quarters covered by

such certificate, that such certificate (x) has been prepared in conformance with the instructions

issued by Treasury and (y) is true and correct to the best of their knowledge and belief; and (B)

completed for March 31, 2011 and the four (4) quarters ended September 30, 2009, December

31, 2009, March 31, 2010 and June 30, 2010;

(j) prior to the Signing Date, the Company shall have delivered to Treasury,

the Appropriate Federal Banking Agency and, if the Company is a State-chartered bank, the

Appropriate State Banking Agency, a small business lending plan describing how the

Company’s business strategy and operating goals will allow it to address the needs of small

businesses in the area it serves, as well as a plan to provide linguistically and culturally

appropriate outreach, where appropriate; and

(k) if the Company is Matching Private Investment-Supported, on or after

September 27, 2010 the Company or an Affiliate of the Company acceptable to Treasury shall (i)

have received equity capital (“Matching Private Investment”) from one or more nongovernmental investors (“Matching Private Investors”) (A) in an amount equal to or greater than

the Aggregate Dollar Amount of Matching Private Investment Required set forth on Annex A

(net of all dividends and interest paid with respect to, and all repurchases and redemptions of, the

Company's securities or other obligations expressly made pari passu or subordinate to the Senior

Securities), (B) that is subordinate in right of payment of dividends, principal and interest,

liquidation preference and redemption rights to the Senior Securities and (C) that is acceptable in

form and substance to Treasury, in its sole discretion and (ii) have satisfied the following

requirements reasonably in advance of the Closing Date: (A) delivery of copies of the definitive

documentation for the Matching Private Investment to Treasury, (B) delivery of the
(Mutual Entity)

Annex C (General Terms and Conditions) Page 7

organizational charts of such non-governmental investors to Treasury, each certified by the

applicable non-governmental investor and demonstrating that such non-governmental investor is

not an Affiliate of the Company, (C) delivery of any other documents or information as Treasury

may reasonably request, in its sole discretion and (D) any other terms and conditions imposed by

Treasury or the Appropriate Federal Banking Agency, in their sole discretion.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to Treasury that as of the Signing Date and as of

the Closing Date (or such other date specified herein):

2.1 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, operate and lease its properties and

conduct its business as it is being 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 entity for the transaction of business and is in good

standing under the laws of each other jurisdiction in which it owns or leases properties or

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

would be considered a “significant subsidiary” within the meaning of Rule 1-02(w) of

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

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

Charter and Bylaws, copies of which have been provided to Treasury prior to the Signing Date,

are true, complete and correct copies of such documents as in full force and effect as of the

Signing Date and as of the Closing Date.

2.2 Capitalization. The outstanding mutual capital certificates, other capital

instruments authorized by law, non-withdrawable accounts and other mutual interests issued by

the Company, including rights of Members arising from their membership but excluding the

rights of Members in respect of deposit liabilities (collectively the “Capital Interests”) and any

authorized or outstanding securities convertible into, or exercisable or exchangeable for, Capital

Interests have been duly authorized and are validly issued and outstanding, fully paid and

nonassessable, and subject to no preemptive or similar rights (and were not issued in violation of

any preemptive rights). As of the Signing Date, the Company does not have outstanding any

securities or other obligations providing the holder the right to acquire its Capital Interests that

are not reserved for issuance as specified in Part 2.2 of the Disclosure Schedule, and the

Company has not made any other commitment to authorize, issue or sell any Capital Interests.

Since the last day of the fiscal period covered by the last Call Report filed by the Company or the

IDI Subsidiary(ies) prior to the Application Date (the “Capitalization Date”), the Company has

not (a) declared or paid Extraordinary Dividends; or (b) issued any Capital Interests, other than

(i) Capital Interests issued upon the exercise of 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 in Part 2.2 of the Disclosure Schedule, (ii) Capital Interests

disclosed in Part 2.2 of the Disclosure Schedule, and (iii) if the Company is Matching Private

Investment-Supported, Capital Interests or other securities representing Matching Private

Investment disclosed in the “Matching Private Investment” section of Annex A. Each holder of
(Mutual Entity)

Annex C (General Terms and Conditions) Page 8

5% or more of any Capital Interests and such holder’s primary address are set forth in Part 2.2 of

the Disclosure Schedule. The Company has received a representation from each Matching

Private Investor that such Matching Private Investor has not received or applied for any

investment from the SBLF, and the Company has no reason to believe that any such

representation is inaccurate. If the Company is a Bank Holding Company or a Savings and Loan

Holding Company, (x) the percentage of each IDI Subsidiary’s issued and outstanding capital

stock that is owned by the Company is set forth on Part 2.2 of the Disclosure Schedule; and (y)

all shares of issued and outstanding capital stock of the IDI Subsidiary(ies) owned by the

Company are free and clear of all liens, security interests, charges or encumbrances. Since the

Application Date, there has been no change in the organizational hierarchy information regarding

the Company that was available on the Application Date from the National Information Center of

the Federal Reserve System. Part 2.2 of the Disclosure Schedule contains a list of all Capital

Interests and debt securities issued by the Company, indicating in each case whether, upon

issuance of the Senior Securities to Treasury in accordance herewith, such Capital Interest or

security will rank senior to, pari passu with, or junior to the Senior Securities with respect to the

payment of interest and other distributions and the distribution of assets in the event of any

dissolution, liquidation or winding up of the Company.

2.3 Senior Securities. The Senior Securities have been duly and validly authorized,

and, when executed and delivered pursuant to this Agreement, such Senior Securities will be

duly and validly issued, will not be issued in violation of any preemptive rights, and will rank

senior to all other Capital Interests, whether or not designated, issued or outstanding, with

respect to the payment of interest or dividends and other distributions and the distribution of

assets in the event of any dissolution, liquidation or winding up of the Company.

2.4 Compliance With Identity Verification Requirements. The Company and the

Company Subsidiaries (to the extent such regulations are applicable to the Company

Subsidiaries) are in compliance with the requirements of Section 103.121 of title 31, Code of

Federal Regulations.

2.5 Authorization, Enforceability.

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

deliver this Agreement and to carry out its obligations hereunder (which includes the issuance of

the Senior Securities). The execution, delivery and performance by the Company of this

Agreement and the consummation of the transactions contemplated hereby have been duly

authorized by all necessary corporate action on the part of the Company and its Members and

other non-Member holders of Capital Interests (collectively, “Interest Holders), and no further

approval or authorization is required on the part of the Company. This Agreement is a valid and

binding obligation of the Company enforceable against the Company in accordance with its

terms, subject to any limitations of 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”).

(b) The execution, delivery and performance by the Company of this

Agreement and the consummation of the transactions contemplated hereby and compliance by
(Mutual Entity)

Annex C (General Terms and Conditions) Page 9

the Company with the provisions hereof, will not (i) violate, conflict with, or result in a breach of

any 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 performance

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 of the properties or assets of the

Company or any subsidiary of the Company (each subsidiary, a “Company Subsidiary” and,

collectively, the “Company Subsidiaries”) under any of the terms, conditions or provisions of

(A) its organizational documents or (B) any note, bond, mortgage, 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 may be bound, or to

which the Company or any Company Subsidiary or any of the properties or assets of the

Company or any Company Subsidiary may be subject, or (ii) 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 Company or any

Company Subsidiary or any of their respective properties or assets except, in the case of clauses

(i)(B) and (ii), 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.

(c) All 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 made or obtained by the Company in connection with the consummation by the

Company of the 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 Company Material Adverse

Effect.

2.6 Anti-takeover Provisions and Rights Plan. The Board of Directors of the

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

contemplated by this Agreement and the consummation of the transactions contemplated hereby

will be exempt from any anti-takeover or similar provisions of the Charter and Bylaws, and any

other provisions of any applicable “moratorium”, “control share”, “fair price”, “interested

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

2.7 No Company Material Adverse Effect. Since the last day of the fiscal period

covered by the last Call Report filed by the Company or the IDI Subsidiary(ies) prior to the

Application Date, no fact, circumstance, event, change, occurrence, condition or development

has occurred that, individually or in the aggregate, has had or would reasonably be expected to

have a Company Material Adverse Effect.

2.8 Company Financial Statements. The Company Financial Statements present

fairly in all material respects the consolidated financial position of the Company and its

consolidated subsidiaries as of the dates indicated therein and the consolidated results of their

operations for the periods specified therein; and except as stated therein, such financial

statements (a) were prepared in conformity 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 of the Company and the Company Subsidiaries.
(Mutual Entity)

Annex C (General Terms and Conditions) Page 10

2.9 Reports.

(a) Since December 31, 2007, the Company and each Company Subsidiary

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

any amendments thereto, that it was required to file with any Governmental 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 of filing, the Company Reports complied in all material respects with all statutes

and applicable rules and regulations of the applicable Governmental Entities.

(b) The records, systems, controls, data and information of the 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 of the 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 2.9(b). The Company (i) has implemented and maintains adequate disclosure controls

and procedures to ensure that material information relating to the Company, including the

consolidated Company Subsidiaries, is made known to the chief executive officer and the chief

financial officer of the Company by others within those entities, and (ii) has disclosed, based on

its most recent evaluation prior to the Signing Date, to the Company’s outside auditors and the

audit committee of the Board of Directors (A) any significant deficiencies and material

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

(B) any fraud, whether or not material, that involves management or other employees who have a

significant role in the Company’s internal controls over financial reporting.

2.10 No Undisclosed Liabilities. Neither the Company nor any of the Company

Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or

otherwise) which are not properly reflected in the Company Financial Statements to the extent

required to be so reflected and, if applicable, reserved against in accordance with GAAP applied

on a consistent basis, 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.

2.11 Offering of Securities. Neither the Company nor any person acting on its behalf

has taken any action (including any offering of any securities of the Company under

circumstances which would require the integration of such offering with the offering of any of

the Senior Securities under the Securities Act, and the rules and regulations of the Securities and

Exchange Commission (the “SEC”) promulgated thereunder), which might subject the offering,

issuance or sale of any of the Senior Securities to Treasury pursuant to this Agreement to the

registration requirements of the Securities Act.
(Mutual Entity)

Annex C (General Terms and Conditions) Page 11

2.12 Litigation and Other Proceedings. Except 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 of the 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. There is no claim, action, suit, investigation or proceeding pending or, to the

Company’s knowledge, threatened against any institution-affiliated party (as defined in 12

U.S.C. §1813(u)) of the Company or any of the IDI Subsidiaries that, if determined or resolved

in a manner adverse to such institution-affiliated party, could result in such institution-affiliated

party being prohibited from participation in the conduct of the affairs of any financial institution

or holding company of any financial institution and, to the Company’s knowledge, there are no

facts or circumstances could reasonably be expected to provide a basis for any such claim,

action, suit, investigation or proceeding.

2.13 Compliance with Laws. 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 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 material to the business of the Company or such

Company Subsidiary. Except as set forth in Part 2.13 of the Disclosure Schedule, 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 of the Company, under investigation with respect to or,

to the knowledge of the Company, have been threatened to be charged with or given notice of

any violation of, any applicable domestic (federal, state or local) or foreign law, statute,

ordinance, license, rule, regulation, policy or guideline, order, demand, writ, injunction, decree

or judgment of any Governmental 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 statutory or regulatory restrictions of general application, no

Governmental Entity has placed any restriction on the business or properties of the Company or

any Company Subsidiary that would, individually or in the aggregate, reasonably be expected to

have a Company Material Adverse Effect.

2.14 Employee 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 meaning of Section 3(3) of the Employee Retirement Income Security

Act of 1974, as amended (“ERISA”)) providing benefits to any current or former employee,

officer or director of the Company or any member of its “Controlled Group” (defined as any

organization which is a member of a controlled group of corporations within the meaning of

Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) that is sponsored,

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

which the Company or any member of its Controlled 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 of this clause
(Mutual Entity)

Annex C (General Terms and Conditions) Page 12

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

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

“reportable event” (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 funding deficiency” (within the meaning of Section 302 of ERISA or Section 412

of the 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 of the assets under each Plan exceeds

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

used to fund such Plan) and (4) neither the Company nor any member of its Controlled Group

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

liability under Title IV of ERISA (other than contributions to the Plan or premiums to the

Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a

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) of

the Code has received a favorable determination letter from the Internal 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 of such qualified status or favorable determination letter.

2.15 Taxes. Except as would not, individually or in the aggregate, reasonably be

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

Subsidiaries have filed all federal, state, local and foreign income and franchise Tax returns

(together with any schedules and attached thereto) required to be filed through the Signing Date,

subject to permitted extensions, and have paid all Taxes due thereon, (b) all such Tax returns

(together with any schedules and attached thereto) are true, complete and correct in all material

respects and were prepared in compliance with all applicable laws and (c) no Tax deficiency has

been determined adversely to the Company or any of the Company Subsidiaries, nor does the

Company have any knowledge of any Tax deficiencies.

2.16 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 (including, without limitation,

liens for Taxes), 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.

2.17 Environmental Liability. Except as would not, individually or in the aggregate,

reasonably be expected to have a Company Material Adverse Effect:

(a) 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,
(Mutual Entity)

Annex C (General Terms and Conditions) Page 13

on the Company or any Company Subsidiary, 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 Subsidiary;

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

proceeding, claim or action; and

(c) neither the Company nor any Company Subsidiary is subject to any

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

imposing any such environmental liability.

2.18 Risk Management Instruments. 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 of the Company Subsidiaries or its or

their customers, were entered into (i) only in the ordinary course of business, (ii) in accordance

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

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

and each of such instruments constitutes the valid and legally binding obligation of the Company

or one of the 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 of the Company, any other party thereto, is in breach of any of its 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.

2.19 Agreements with Regulatory Agencies. Except as set forth in Part 2.19 of the

Disclosure Schedule, neither the Company nor any Company Subsidiary is subject to any ceaseand-desist or other similar order or enforcement action issued by, or is a party to any 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, 2007, has adopted any board resolutions at the request of, any Governmental

Entity that currently restricts the conduct of its business or that in any material manner relates to

its capital adequacy, its liquidity and funding policies and practices, its ability to pay dividends,

its credit, risk management or compliance policies or procedures, its internal controls, its

management or its operations or business (each item in this sentence, a “Regulatory

Agreement”), nor has the Company or any Company Subsidiary been advised since December

31, 2007, by any such Governmental Entity that it is considering issuing, initiating, ordering, or

requesting any such Regulatory Agreement. The Company and each Company Subsidiary is in

compliance with each Regulatory Agreement to which it is party or subject, and neither the

Company nor any Company Subsidiary has received any notice from any Governmental Entity

indicating that either the Company or any Company Subsidiary is not in compliance with any

such Regulatory Agreement.

2.20 Insurance. The Company and the Company Subsidiaries are insured with

reputable insurers against such risks and in such amounts as the management of the Company
(Mutual Entity)

Annex C (General Terms and Conditions) Page 14

reasonably has determined to be prudent and consistent with industry practice. The Company

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

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

force and effect, all premiums and other payments 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.

2.21 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 Subsidiary owns or otherwise has the right to use, all intellectual property rights,

including all trademarks, trade dress, trade 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 of any of its 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 Company nor any of the Company Subsidiaries is materially infringing, diluting,

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

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

them has materially infringed, diluted, misappropriated or violated, any of the Proprietary Rights

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

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 December 31, 2007, alleging that

any person has infringed, diluted, misappropriated or violated, any of the Proprietary Rights

owned by the Company and the Company Subsidiaries.

2.22 Brokers and Finders. Treasury has no liability for any amounts that any broker,

finder or investment banker is entitled to for any financial advisory, brokerage, finder’s or other

fee or commission in connection with this Agreement or the transactions contemplated hereby

based upon arrangements made by or on behalf of the Company or any Company Subsidiary.

2.23 Disclosure Schedule. The Company has delivered the Disclosure Schedule and, if

applicable, the Disclosure Update to Treasury and the information contained in the Disclosure

Schedule, as modified by the information contained in the Disclosure Update, if applicable, is

true, complete and correct.

2.24 Previously Acquired Securities.

If Treasury holds Previously Acquired Securities:

(a) The Company has not breached any representation, warranty or covenant

set forth in the Original Letter Agreement or any of the other documents governing the

Previously Acquired Securities.

(b) The Company has paid to Treasury all accrued and unpaid interest due on

the Previously Acquired Securities for the fiscal quarter prior to the Closing Date plus the
(Mutual Entity)

Annex C (General Terms and Conditions) Page 15

accrued and unpaid interest due on the Previously Acquired Securities as of the Closing Date for

the fiscal quarter in which the Closing shall occur.

2.25 Related Party Transactions. Neither the Company nor any Company Subsidiary

has made any extension of credit to any director or Executive Officer of the Company or any

Company Subsidiary, any holder of 5% or more of the Company’s issued and outstanding

Capital Interests, or any of their respective spouses or children or to any Affiliate of any of the

foregoing (each, a “Related Party”), other than in compliance with 12 C.F.R Part 215

(Regulation O). Except as set forth in Part 2.25 of the Disclosure Schedule, to the Company’s

knowledge, no Related Party has any (i) material commercial, industrial, banking, consulting,

legal, accounting, charitable or familial relationship with any vendor or material customer of the

Company or any Company Subsidiary that is not on arms-length terms, or (ii) direct or indirect

ownership interest in any person or entity with which the Company or any Company Subsidiary

has a material business relationship that is not on arms-length terms (not including Publiclytraded entities in which such person owns less than two percent (2%) of the outstanding capital

stock).

2.26 Ability to Pay Interest. The Company has all permits, licenses, franchises,

authorizations, orders and approvals of, and has made all filings, applications and registrations

with, Governmental Entities and third parties that are required in order to permit the Company to

pay interest on the Senior Securities on the Interest Payment Dates set forth in the Senior

Securities.

2.27 Amendment to Charter and Other Documents to Effect Section 5.12(e). The

election, appointment, nomination or designation of Senior Securities Directors by the Holders in

accordance with, and upon the conditions set forth in Section 5.12(e) is permitted by the laws of

the jurisdiction of organization of the Company. The Company has taken all action necessary to

permit the Holders to elect, appoint, nominate or designate the Senior Securities Directors, as

applicable, in accordance with, and upon the events set forth in, Section 5.12(e), including

amending its Charter and any other applicable organizational documents, agreements or

arrangements as necessary.

ARTICLE III

COVENANTS

3.1 Affirmative Covenants. The Company hereby covenants and agrees with

Treasury that:

(a) Commercially Reasonable Efforts. Subject to the terms and conditions of

this Agreement, each of the 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 of the Purchase

as promptly as practicable and otherwise to enable consummation of the transactions

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

party to that end.
(Mutual Entity)

Annex C (General Terms and Conditions) Page 16

(b) Certain Notifications Until Closing. From the Signing Date until the

Closing, the Company shall promptly notify Treasury of (i) any fact, event or circumstance of

which it is aware and which would reasonably be expected to cause any representation or

warranty of the Company contained in this Agreement to be untrue or inaccurate in any material

respect or to cause any covenant or agreement of the 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 delivery of any

notice pursuant to this Section 3.1(b) shall not limit or affect any rights of or remedies available

to Treasury.

(c) Access, Information and Confidentiality.

(i) From the Signing Date until the date on which all of the Senior

Securities have been redeemed or paid in whole, the Company will permit, and shall cause each

of the Company’s Subsidiaries to permit, Treasury, the Oversight Officials and their respective

agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax

returns (including all schedules attached thereto), data and other information; (y) make copies

thereof; and (z) discuss the affairs, finances and accounts of the Company and the Company

Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon

reasonable notice; provided, that:

(A) any examinations and discussions pursuant to this Section

3.1(c)(i) shall be conducted during normal business hours and in

such manner as not to interfere unreasonably with the conduct

of the business of the Company;

(B) neither the Company nor any Company Subsidiary shall be

required by this Section 3.1(c)(i) to disclose any information to

the extent (x) prohibited by applicable law or regulation, or (y)

that such disclosure would reasonably be expected to cause a

violation of any agreement to which the Company or any

Company Subsidiary is a party or would cause a risk of a loss of

privilege to the Company or any Company Subsidiary (provided

that the Company shall use commercially reasonable efforts to

make appropriate substitute disclosure arrangements under

circumstances where the restrictions in this clause (B) apply);

(C) the obligations of the Company and the Company Subsidiaries

to disclose information pursuant to this Section 3.1(c)(i) to any

Oversight Official or any agent, consultant, contractor and

advisor thereof, such Oversight Official shall have agreed, with

respect to documents obtained under this Section 3.1(c)(i), to

follow applicable law and regulation (and the applicable

customary policies and procedures) regarding the dissemination

of confidential materials, including redacting confidential
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Annex C (General Terms and Conditions) Page 17

information from the public version of its reports and soliciting

input from the Company as to information that should be

afforded confidentiality, as appropriate; and

(D) for avoidance of doubt, such examinations and discussions may,

at Treasury’s option, be conducted on site at any office of the

Company or any Company Subsidiary.

(ii) From the Signing Date until the date on which all of the Senior

Securities have been paid or redeemed in whole, the Company will deliver, or will cause to be

delivered, to Treasury:

(A) as soon as available after the end of each fiscal year of the

Company, and in any event within 90 days thereafter, a

consolidated balance sheet of the Company as of the end of such

fiscal year, and consolidated statements of income, retained

earnings and cash flows of the Company for such year, in each

case prepared in accordance with GAAP applied on a consistent

basis and setting forth in each case in comparative form the

figures for the previous fiscal year of the Company and which

shall be audited to the extent audited financial statements are

available;2

(B) as soon as available after the end of the first, second and third

quarterly periods in each fiscal year of the Company, a copy of

any quarterly reports provided to Members and Interest Holders

of the Company or Company management by the Company;

(C) as soon as available after the Company receives any assessment

of the Company’s internal controls, a copy of such assessment

(other than assessments provided by the Appropriate Federal

Banking Agency or the Appropriate State Banking Agency that

the Company is prohibited by applicable law or regulation from

disclosing to Treasury);

(D) annually on a date specified by Treasury, a completed survey, in

a form specified by Treasury, providing, among other things, a

description of how the Company has utilized the funds the

Company received hereunder in connection with the sale of the

Senior Securities and the effects of such funds on the operations

and status of the Company;

2 To the extent that the Company informed the Treasury on the Signing Date that it does not prepare

financial statements in accordance with GAAP in the ordinary course, the Treasury may consider other

annual financial reporting packages acceptable to it in its sole discretion.
(Mutual Entity)

Annex C (General Terms and Conditions) Page 18

(E) as soon as such items become effective, any amendments to the

Charter, Bylaws or other organizational documents of the

Company; and

(F) at the same time as such items are sent to any Members or

Interest Holders of the Company, copies of any information or

documents sent by the Company to its Members or Interest

Holders (as the case may be).

(iii) Treasury will use reasonable best efforts to hold, and will use

reasonable best efforts to cause its agents, consultants, contractors and advisors and United

States executive branch officials and employees, to hold, in confidence all non-public records,

books, contracts, instruments, computer data and other data and information (collectively,

“Information”) concerning the Company furnished or made available to it by the Company or its

representatives pursuant to this Agreement (except to the extent that such information can be

shown to have been (A) previously known by such party on a non-confidential basis, (B) in the

public domain through no fault of such party or (C) later lawfully acquired from other sources by

the party to which it was furnished (and without violation of any other confidentiality

obligation)); provided that nothing herein shall prevent Treasury from disclosing any

Information to the extent required by applicable laws or regulations or by any subpoena or

similar legal process. Treasury understands that the Information may contain commercially

sensitive confidential information entitled to an exception from a Freedom of Information Act

request.

(iv) Treasury’s information rights pursuant to Section 3.1(c)(ii)(A),

(B), (C), (E) and (F) and Treasury’s right to receive certifications from the Company pursuant to

Section 3.1(d)(i) may be assigned by Treasury to a transferee or assignee of the Senior Securities

with a face value of no less than 2% of the Original Aggregate Principal Amount of the Senior

Securities.

(v) Nothing in this Section shall be construed to limit the authority that

any Oversight Official or any other applicable regulatory authority has under law.

(vi) The Company shall provide to Treasury all such information as

Treasury may request from time to time for the purpose of carrying out the study required by

Section 4112 of the SBJA.

(d) Quarterly Supplemental Reports and Annual Certifications.

(i) Concurrently with the submission of Call Reports by the Company

or the IDI Subsidiary(ies) (as the case may be) for each quarter ending after the Closing Date, the

Company shall deliver to Treasury a certificate in substantially the form attached hereto as

Annex H setting forth a complete and accurate statement of loans held by the Company in each

of the categories described therein, for the time periods specified therein, (A) including a signed

certification of the Chief Executive Officer, the Chief Financial Officer and all directors or

trustees of the Company or the IDI Subsidiary(ies) who attested to the Call Report for the quarter

covered by such certificate, that such certificate (x) has been prepared in conformance with the
(Mutual Entity)

Annex C (General Terms and Conditions) Page 19

instructions issued by Treasury and (y) is true and correct to the best of their knowledge and

belief; (B) completed for such quarter (each, a “Quarterly Supplemental Report”).

(ii) Within ninety (90) days after the end of each fiscal year of the

Company during which the Initial Supplemental Report is submitted pursuant to Section 1.3(i) or

the first ten (10) Quarterly Supplemental Reports are submitted pursuant to Section 3.1(d)(i), the

Company shall deliver to Treasury a certification from the Company’s independent auditors that

the Initial Supplemental Report and/or Quarterly Supplemental Reports during such fiscal year

are complete and accurate with respect to accounting matters, including policies and procedures

and controls over such.

(iii) Until the date on which all of the Senior Securities have been paid

or redeemed in whole, within ninety (90) days after the end of each fiscal year of the Company,

the Company shall deliver to Treasury a certificate in substantially the form attached hereto as

Annex I, signed on behalf of the Company by an Executive Officer.

(iv) If any Initial Supplemental Report or Quarterly Supplemental

Report is inaccurate, Treasury shall be entitled to recover from the Company, upon demand, the

amount of any difference between (x) the amount of the interest payment(s) actually made to

Treasury based on such inaccurate report and (y) the correct amount of the interest payment(s)

that should have been made, but for such inaccuracy. The Company shall provide Treasury with

a written description of any such inaccuracy within three (3) business days after the Company’s

discovery thereof.

(v) Treasury shall have the right from time to time to modify Annex

H, by posting an amended and restated version of Annex H on Treasury’s web site, to conform

Annex H to (A) reflect changes in GAAP, (B) reflect changes in the form or content of, or

definitions used in, Call Reports, or (C) to make clarifications and/or technical corrections as

Treasury determines to be reasonably necessary. Notwithstanding anything herein to the

contrary, upon posting by Treasury on its web site, Annex H shall be deemed to be amended and

restated as so posted, without the need for any further act on the part of any person or entity. If

any such modification includes a change to the caption or number of any line item of Annex H,

any reference herein to such line item shall thereafter be a reference to such re-captioned or renumbered line item

(e) Bank and Thrift Holding Company 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 status as a Bank Holding Company or Savings and Loan Holding

Company, for as long as Treasury holds any Senior Securities. The Company shall redeem all

Senior Securities held by Treasury prior to terminating its status as a Bank Holding Company or

Savings and Loan Holding Company.

(f) Predominantly Financial. For as long as Treasury owns any Senior

Securities, the Company, to the extent it is not itself an insured depository institution, agrees to

remain predominantly engaged in financial activities. A company is predominantly engaged in

financial activities if the annual gross revenues derived by the company and all subsidiaries of

the company (excluding revenues derived from subsidiary depository institutions), on a
(Mutual Entity)

Annex C (General Terms and Conditions) Page 20

consolidated basis, from engaging in activities that are financial in nature or are incidental to a

financial activity under subsection (k) of Section 4 of the Bank Holding Company Act of 1956

(12 U.S.C. 1843(k)) represent at least 85 percent of the consolidated annual gross revenues of the

company.

(g) Capital Covenant. From the Signing Date until the date on which all of

the Senior Securities have been paid or redeemed in whole, the Company and the Company

Subsidiaries shall maintain such capital as may be necessary to meet the minimum capital

requirements of the Appropriate Federal Banking Agency, as in effect from time to time.

(h) Reporting Requirements. Prior to the date on which all of the Senior

Securities have been paid or redeemed in whole, the Company covenants and agrees that, at all

times on or after the Closing Date, (i) to the extent it is subject to the reporting requirements of

Section 13 or 15(d) of the Exchange Act, it shall comply with the terms and conditions set forth

in Annex E or (ii) as soon as practicable after the date that the Company becomes subject to the

reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall comply with the

terms and conditions set forth in Annex E.

(i) Transfer of Proceeds to Depository Institutions. If the Company is a Bank

Holding Company or a Savings and Loan Holding Company, the Company shall immediately

transfer to the IDI Subsidiaries, as equity capital contributions (in a manner that will cause such

equity capital contributions to qualify for inclusion in the Tier 1 capital of the IDI Subsidiaries),

ninety percent (90%) of the proceeds it receives in connection with the sale of Senior Securities;

provided, however, that:

(A) no IDI Subsidiary shall receive any amount pursuant to this

Section 3.1(i) in excess of (A) three percent (3%) of the insured depository institution’s

Total Risk-Weighted Assets as reported in its Call Report filed immediately prior to the

Application Date, if the insured depository institution has Total Assets of more than

$1,000,000,000 and less than $10,000,000,000 as of December 31, 2009 or (B) five

percent (5%) of the IDI Subsidiary’s Total Risk-Weighted Assets as reported in its Call

Report filed immediately prior to the Application Date, if the IDI Subsidiary has Total

Assets of $1,000,000,000 or less as of December 31, 2009; and

(B) if Treasury held any Previously Acquired Securities immediately

prior to the Closing Date, the amount required to be transferred pursuant this Section

3.1(i) shall be ninety percent (90%) of the difference obtained by subtracting the

Repayment Amount from the Purchase Price (unless the Purchase Price is less than the

Repayment Amount, in which case no amount shall be required to be transferred pursuant

to this Section 3.1(i)).

(j) Outreach to Minorities, Women and Veterans. The Company shall

comply with Section 4103(d)(8) of the SBJA.

(k) Certification Related to Sex Offender Registration and Notification Act.

The Company shall obtain from any business to which it makes a loan that is funded in whole or

in part using funds from the Purchase Price a written certification that no principal of such
(Mutual Entity)

Annex C (General Terms and Conditions) Page 21

business has been convicted of a sex offense against a minor (as such terms are defined in

section 111 of the Sex Offender Registration and Notification Act, 42 U.S.C. §16911). The

Company shall retain all such certifications in accordance with standard recordkeeping practices

established by the Appropriate Federal Banking Agency.

3.2 Negative Covenants. The Company hereby covenants and agrees with Treasury

that:

(a) Certain Transactions.

(i) The Company shall not merge or consolidate with, or sell, transfer

or lease all or substantially all of its property or assets to, any other party unless the successor,

transferee or lessee party (or its ultimate parent entity), as the case may be (if not the Company),

expressly assumes the due and punctual performance and observance of each and every

covenant, agreement and condition of this Agreement to be performed and observed by the

Company.

(ii) Without the prior written consent of Treasury, until such time as

Treasury shall cease to own any Senior Securities, the Company shall not permit any of its

“significant subsidiaries” (as such term is defined in Rule 12b-2 promulgated under the

Exchange Act) to (A) engage in any merger, consolidation, statutory share exchange or similar

transaction following the consummation of which such significant subsidiary is not whollyowned by the Company, (B) dissolve or sell all or substantially all of its assets or property other

than in connection with an internal reorganization or consolidation involving wholly-owned

subsidiaries of the Company or (C) issue or sell any shares of its capital stock or any securities

convertible or exercisable for any such shares other than issuances or sales in connection with an

internal reorganization or consolidation involving wholly-owned subsidiaries of the Company.

(b) Related Party Transactions. Until such time as Treasury ceases to own

any debt or equity securities of the Company, including the Senior Securities, the Company and

the Company 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 (A) such transactions

are on terms no less favorable to the Company and the Company Subsidiaries than could be

obtained from an unaffiliated third party, and (B) have been approved by the audit committee of

the Board of Directors or comparable body of independent directors of the Company, or if there

are no independent directors, the Board of Directors, provided that the Board of Directors shall

maintain written documentation which supports its determination that the transaction meets the

requirements of clause (A) of this Section 3.2(b).

ARTICLE IV

REMEDIES OF THE HOLDERS UPON EVENT OF DEFAULT

4.1 Event of Default. “Event of Default” shall mean the occurrence or existence of

any one or more of the following:

(a) Bankruptcy, Receivership or Conservatorship. (i) A court having proper

jurisdiction shall enter a decree or order for relief in respect of the Company in an involuntary
(Mutual Entity)

Annex C (General Terms and Conditions) Page 22

case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect,

or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar

official of the Company or for any substantial part of its property, or orders the winding-up or

liquidation of its affairs and such decree, appointment or order shall remain unstayed and in

effect for a period of sixty (60) days; or

(ii) The Company shall commence a voluntary case under any

applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall

consent to the entry of an order for relief in an involuntary case under any such law, or

shall consent to the appointment of or taking possession by a receiver, liquidator,

assignee, trustee, custodian, sequestrator or other similar official of the Company or of

any substantial part of its property, or shall make any general assignment for the benefit

of creditors, or shall fail generally to pay its debts as they become due; or

(iii) A court or administrative or governmental agency or body shall enter

a decree or order for the appointment of a receiver of the Company or an IDI Subsidiary

or all or substantially all of its property in any liquidation, insolvency or similar

proceeding with respect to the Company or such IDI Subsidiary or all or substantially all

of its property; or

(iv) The Company or an IDI Subsidiary shall consent to the appointment

of a receiver for it or all or substantially all of its property in any liquidation, insolvency

or similar proceeding with respect to it or all or substantially all of its property.

4.2 Acceleration and Other Remedies. When any Event of Default has occurred and is

continuing, then the Senior Securities, including both principal and interest, and all fees, charges

and other obligations payable hereunder and under the Transaction Documents, shall

immediately become due and payable without presentment, demand, protest or notice of any

kind. In addition, the Holders may exercise any and all remedies available to them under the

Transaction Documents or applicable law.

4.3 Suits for Enforcement. In case any one or more Events of Default shall have

occurred and be continuing, unless such Events of Default shall have been waived in the manner

provided in Section 4.5 hereof, the Holders holding more than fifty percent (50%) of the

aggregate outstanding principal amount of the Senior Securities (the “Majority Holders”),

subject to the terms of Article VI hereof, may proceed to protect and enforce their rights under

this Article IV by suit in equity or action at law. It is agreed that in the event of such action, or

any action between the Holders of the Senior Securities and the Company (including its officers

and agents) in connection with a breach or enforcement of this Agreement, the Holders of the

Senior Securities shall be entitled to receive all reasonable fees, costs and expenses incurred,

including without limitation such reasonable fees and expenses of attorneys (whether or not

litigation is commenced) and reasonable fees, costs and expenses of appeals.

4.4 Holders May File Proofs of Claim. In case there shall be pending proceedings for

the bankruptcy or for the reorganization of the Company or any other obligor on the Senior

Securities (other than the Company) under Title 11, United States Code, or any other applicable

law, or in case a receiver, conservator or trustee shall have been appointed for the Company or
(Mutual Entity)

Annex C (General Terms and Conditions) Page 23

an IDI Subsidiary or such other obligor, or in the case of any other similar judicial proceedings

relative to the Company, IDI Subsidiary or other obligor upon the Senior Securities, or to the

creditors or property of the Company, IDI Subsidiary or such other obligor, any Holder,

irrespective of whether the principal of the Senior Securities shall then be due and payable as

therein expressed or by declaration or otherwise and irrespective of whether any such Holder

shall have made any demand pursuant to the provisions of this Section 4.4, shall be entitled and

empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims

for the whole amount of principal and interest owing and unpaid in respect of the Senior

Securities held by any such Holder and, in case of any judicial proceedings, to file such proofs of

claim and other papers or documents as may be necessary or advisable in order to have the

claims of any such Holder allowed in such judicial proceedings relative to the Company, IDI

Subsidiary or any other obligor on the Senior Securities, or to the creditors or property of the

Company, IDI Subsidiary or such other obligor, unless prohibited by applicable law and

regulations, to vote in any election of a trustee or a standby trustee in arrangement,

reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing

similar functions in comparable proceedings, and to collect and receive any moneys or other

property payable or deliverable to any such Holder on any such claims.

4.5 Waiver of Past Defaults. The Holders of not less than a majority in aggregate

principal amount of the outstanding Senior Securities may on behalf of the Holders of all the

Senior Securities waive any past default hereunder with respect such Senior Securities and its

consequences. Upon any such waiver, such default shall cease to exist, and any Event of Default

arising therefrom shall be deemed to have been cured, for every purpose of this Agreement; but

no such waiver shall extend to any subsequent or other default or impair any right consequent

thereon.

ARTICLE V

ADDITIONAL AGREEMENTS

5.1 Purchase for Investment. Treasury acknowledges that the Senior Securities have

not been registered under the Securities Act, or under any state securities laws. Treasury

acknowledges that the Senior Securities are not being sold pursuant to an indenture (an

“Indenture”) qualified under the Trust Indenture Act of 1939, as amended (the “Indenture Act”).

Treasury (a) is acquiring the Senior Securities pursuant to an exemption from registration under

the Securities Act and an exemption from qualification of an indenture under the Indenture Act,

and is acquiring the Senior Securities solely for investment with no present intention to distribute

them to any person in violation of the Securities Act or any applicable U.S. state securities laws,

(b) will not sell or otherwise dispose of any of the Senior Securities, except in compliance with

the registration requirements or exemption provisions of the 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 of this type that it is capable of evaluating the merits and risks of the

Purchase and of making an informed investment decision.

5.2 Form of Senior Security. The Senior Security shall be substantially in the form of

Annex F hereto, the terms of which are incorporated in and made a part of this Agreement. The

Senior Securities shall be issued, and may be transferred, only in denominations having an
(Mutual Entity)

Annex C (General Terms and Conditions) Page 24

aggregate principal amount of not less than $1,000 and integral multiples of $1,000 in excess

thereof. The Senior Securities shall be in registered form without coupons and shall be

numbered, lettered or otherwise distinguished in such manner or in accordance with such plans

as the officers executing the same may determine as evidenced by the execution thereof.

5.3 Execution of Senior Securities. The Senior Securities shall be executed in the

name and on behalf of the Company by the manual or facsimile signature of its President, Chief

Executive Officer, Chief Financial Officer or one of its Executive Vice Presidents under its seal

(if legally required) which may be affixed thereto or printed, engraved or otherwise reproduced

thereon, by facsimile or otherwise, and which need not be attested, unless otherwise required by

the Charter or Bylaws or applicable law. Every Senior Security shall be dated the date of its

execution and delivery.

5.4 Computation of Interest. (a) The amount of interest payable for any Interest

Period will be computed as provided in the Senior Securities.

(b) Each Senior Security delivered under this Agreement upon registration of

transfer of or in exchange for or in lieu of any other Senior Security shall carry the rights to

interest accrued and unpaid, and to accrue, that were carried by such other Senior Security.

5.5 Legends. (a) Treasury agrees that all certificates or other instruments

representing the Senior Securities will bear a legend substantially to the following effect:

“THIS SENIOR SECURITY WILL BE ISSUED AND MAY BE

TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $1,000 AND

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

TRANSFER OF SUCH SECURITIES IN A DENOMINATION OF LESS THAN

$1,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE

DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE

THE HOLDER OF SUCH SECURITIES FOR ANY PURPOSE, INCLUDING,

BUT NOT LIMITED TO, THE RECEIPT OF PAYMENTS ON SUCH

SECURITIES, AND SUCH PURPORTED TRANSFEREE SHALL BE

DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH SECURITIES.

THIS SECURITY IS SUBJECT TO THE TERMS AND CONDITIONS SET

FORTH IN THE SECURITIES PURCHASE AGREEMENT BY AND

BETWEEN THE COMPANY AND THE UNITED STATES DEPARTMENT

OF THE TREASURY (THE “AGREEMENT”), WHICH IS INCORPORATED

INTO THIS SENIOR SECURITY.

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

NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT

INSURANCE CORPORATION, THE BOARD OF GOVERNORS OF THE

FEDERAL RESERVE SYSTEM OR ANY OTHER GOVERNMENTAL

AGENCY.
(Mutual Entity)

Annex C (General Terms and Conditions) Page 25

THIS OBLIGATION IS SUBORDINATED AND JUNIOR IN RIGHT OF

PAYMENT, AS TO PRINCIPAL, INTEREST AND PREMIUM, TO ALL

CLAIMS AGAINST THE COMPANY HAVING THE SAME PRIORITY AS

SAVINGS ACCOUNT HOLDERS OR OTHER DEPOSITORS, OR ANY

HIGHER PRIORITY, INCLUDING GENERAL AND SECURED CREDITORS

OF THE COMPANY. THIS OBLIGATION IS NOT SECURED BY THE

COMPANY’S ASSETS OR THE ASSETS OF ANY OF ITS AFFILIATES.

THE FOLLOWING NOTICES ARE APPLICABLE IF THE COMPANY IS A

DEPOSITORY INSTITUTION: THIS OBLIGATION IS NOT ELIGIBLE AS

COLLATERAL FOR ANY LOAN BY THE COMPANY. PURSUANT TO 12

U.S.C. 1831o(h), THE COMPANY MAY NOT MAKE ANY PAYMENT OF

PRINCIPAL OR INTEREST ON THIS OBLIGATION BEGINNING 60 DAYS

AFTER BECOMING CRITICALLY UNDERCAPITALIZED, UNLESS THE

FEDERAL DEPOSIT INSURANCE CORPORATION HAS MADE AN

EXCEPTION PURSUANT TO 12 U.S.C. 1831o(h)(2)(B).

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE

SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED,

SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION

STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT

AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN

EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH

LAWS. EACH PURCHASER OF THIS SECURITY IS NOTIFIED THAT THE

SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF

THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER (THE

“144A EXEMPTION”). IF ANY TRANSFEREE OF THIS SECURITY IS

ADVISED BY THE TRANSFEROR THAT SUCH TRANSFEROR IS

RELYING ON THE 144A EXEMPTION, SUCH TRANSFEREE, BY ITS

ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED

INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE

SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR

OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS

INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION

STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES

ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS

INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A,

TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED

INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE

SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR

THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM

NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE

ON RULE 144A, (C) TO THE COMPANY OR (D) PURSUANT TO ANY

OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT

WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS
(Mutual Entity)

Annex C (General Terms and Conditions) Page 26

TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS

LEGEND.

THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON

TRANSFER AND OTHER PROVISIONS OF THE AGREEMENT, A COPY

OF WHICH IS ON FILE WITH THE COMPANY. THIS SECURITY MAY

NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN

COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER

TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE

VOID.”

(b) In the event that any Senior Securities (A) (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), or

(B) (i) become subject to an Indenture qualified under the Indenture Act or (ii) are exempt from

qualification under the Indenture Act, the Company shall issue new certificates or other

instruments representing such Senior Securities, which shall not contain the applicable legends in

Section 5.5(a) above; provided that the Holder surrenders to the Company the previously issued

certificates or other instruments.

5.6 Transfer of Senior Securities.

(a) The Company or its duly appointed agent shall maintain a register (the

“Senior Securities Register”) for the Senior Securities in which it shall register the issuance and

transfer of the Senior Securities. All transfers of the Senior Securities shall be recorded on the

Senior Securities Register maintained by the Company or its agent, and the Company shall be

entitled to regard the registered Holder of such Senior Security as the actual owner of the Senior

Security so registered until the Company or its agent is required to record a transfer of such

Senior Security on its Senior Securities Register. The Company or its agent shall, subject to

applicable securities laws, be required to record any such transfer when it receives the Senior

Security to be transferred duly and properly endorsed by the registered Holder or by its attorney

duly authorized in writing.

(b) The Company shall at any time, upon written request of the Holder of a

Senior Security and surrender of the Senior Security for such purpose, at the expense of the

Company, issue new Senior Securities in exchange therefor in such denominations of at least

$1,000, as shall be specified by the Holder of such Senior Security, in an aggregate principal

amount equal to the then unpaid principal amount of the Senior Securities surrendered and

substantially in the form of Annex F, with appropriate insertions and variations, and bearing

interest from the date to which interest has been paid on the Senior Security surrendered. All

Senior Securities issued upon any registration of transfer of exchange pursuant to this Section

5.6(b) shall be valid obligations of the Company, evidencing the same debt, and entitled to the

same benefits under this Agreement, as the Senior Securities surrendered upon such registration

of transfer or exchange.

(c) All Senior Securities presented for registration of transfer or for exchange

or payment shall be duly endorsed by, or be accompanied by, a written instrument or instruments
(Mutual Entity)

Annex C (General Terms and Conditions) Page 27

of transfer in a form satisfactory to the Company duly executed by the Holder or such Holder’s

attorney duly authorized in writing.

(d) No service charge shall be incurred for any exchange or registration of

transfer of Senior Securities, but the Company may require payment of a sum sufficient to cover

any tax, fee or other governmental charge that may be imposed in connection therewith.

(e) Prior to due presentment for the registration of a transfer of any Senior

Security, the Company and any agent of the Company may deem and treat the person in whose

name such Senior Security is registered as the absolute owner and Holder of such Senior

Security for the purpose of receiving payment of principal of and interest on such Senior

Security and none of the Company or any agents of the Company shall be affected by notice to

the contrary.

(f) Subject to compliance with applicable securities laws, the Holder shall be

permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the

Senior Securities at any time, and the Company shall take all steps as may be reasonably

requested by Treasury to facilitate the Transfer of the Senior Securities, including without

limitation, as set forth in Section 5.9; provided that Treasury shall not Transfer any Senior

Securities if such transfer would require the Company to be subject to the periodic reporting

requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange

Act”) and the Company was not already subject to such requirements. In furtherance of the

foregoing, the Company shall provide reasonable cooperation to facilitate any Transfers of the

Senior Securities, including, as is reasonable under the circumstances, by furnishing such

information concerning the Company and its business as a proposed transferee may reasonably

request (including such information as is required by Section 3.1(c)(iv)) and making

management of the Company reasonably available to respond to questions of a proposed

transferee in accordance with customary practice, subject in all cases to the proposed transferee

agreeing to a customary confidentiality agreement.

5.7 Replacement of Senior Securities. Upon receipt of evidence reasonably

satisfactory to the Company of the loss, theft, destruction or mutilation of any Senior Security,

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

reasonably satisfactory to the Company (provided that Treasury or any institutional Holder of a

Senior Security may instead deliver to the Company an indemnity agreement in form and

substance reasonably satisfactory to the Company), or, in the case of any such mutilation, upon

surrender and cancellation of the Senior Security, as the case may be, the Company will issue a

new Senior Security of like tenor, in lieu of such lost, stolen, destroyed or mutilated Senior

Security.

5.8 Cancellation. All Senior Securities surrendered for the purpose of payment,

exchange or registration of transfer, shall be surrendered to the Company and promptly canceled

by it, and no Senior Securities shall be issued in lieu thereof except as expressly permitted by any

of the provisions of this Agreement. The Company shall destroy all canceled Senior Securities.
(Mutual Entity)

Annex C (General Terms and Conditions) Page 28

5.9 Rule 144; Rule 144A; 4(11⁄2) Transactions.

(a) At all times after the Signing Date, the Company covenants that (1) it will,

upon the request of Treasury or any subsequent Holder, use its reasonable best efforts to (x), to

the extent any Holder is relying on Rule 144 under the Securities Act to sell any of the Senior

Securities, make “current public information” available, as provided in Section (c)(1) of

Rule 144 (if the Company is a “Reporting Issuer” within the meaning of Rule 144) or in

Section (c)(2) of Rule 144 (if the Company is a “Non-Reporting Issuer” within the meaning of

Rule 144), in either case for such time period as necessary to permit sales pursuant to Rule 144,

(y), to the extent any Holder is relying on the so-called “Section 4(11⁄2)” exemption to sell any of

its Senior Securities, prepare and provide to such Holder such information, including the

preparation of private offering memoranda or circulars or financial information, as the Holder

may reasonably request to enable the sale of the Senior Securities pursuant to such exemption, or

(z) to the extent any Holder is relying on Rule 144A under the Securities Act to sell any of its

Senior Securities, prepare and provide to such Holder the information required pursuant to

Rule 144A(d)(4), and (2) it will take such further action as any Holder may reasonably request

from time to time to enable such Holder to sell Senior Securities without registration under the

Securities Act within the limitations of the exemptions provided by (i) the provisions of the

Securities Act or any interpretations thereof or related thereto by the SEC, including transactions

based on the so-called “Section 4(11⁄2)” and other similar transactions, (ii) Rule 144 or 144A

under the Securities Act, as such rules may be amended from time to time, or (iii) any similar

rule or regulation hereafter adopted by the SEC; provided that the Company shall not be required

to take any action described in this Section 5.9(a) that would cause the Company to become

subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act if the Company

was not subject to such requirements prior to taking such action. Upon the request of any

Holder, the Company will deliver to such Holder a written statement as to whether it has

complied with such requirements and, if not, the specifics thereof.

(b) The Company agrees to indemnify Treasury, Treasury's officials, officers,

employees, agents, representatives and Affiliates, and each person, if any, that controls Treasury

within the meaning of the Securities Act (each, an “Indemnitee”), against any and all losses,

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

disbursements of attorneys and other professionals incurred in connection with investigating,

defending, settling, compromising or paying any such losses, claims, damages, actions,

liabilities, costs and expenses), joint or several, arising out of or based upon any untrue statement

or alleged untrue statement of material fact contained in any document or report provided by the

Company pursuant to this Section 5.9 or any omission to state therein a material fact required to

be stated therein or necessary to make the statements therein, in light of the circumstances under

which they were made, not misleading.

(c) If the indemnification provided for in Section 5.9(b) is unavailable to an

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

referred to therein or is insufficient to hold the Indemnitee harmless as contemplated therein,

then the Company, in lieu of indemnifying such Indemnitee, shall contribute to the amount paid

or payable by such Indemnitee as a result of such losses, claims, damages, actions, liabilities,

costs or expenses in such proportion as is appropriate to reflect the relative fault of the

Indemnitee, on the one hand, and the Company, on the other hand, in connection with the
(Mutual Entity)

Annex C (General Terms and Conditions) Page 29

statements or omissions which resulted in such losses, claims, damages, actions, liabilities, costs

or expenses as well as any other relevant equitable considerations. The relative fault of the

Company, on the one hand, and of the Indemnitee, on the other hand, shall be determined by

reference to, among other factors, whether the untrue statement of a material fact or omission to

state a material fact relates to information supplied by the Company or by the Indemnitee and the

parties’ relative intent, knowledge, access to information and opportunity to correct or prevent

such statement or omission; the Company and Treasury agree that it would not be just and

equitable if contribution pursuant to this Section 5.9(c) were determined by pro rata allocation or

by any other method of allocation that does not take account of the equitable considerations

referred to in Section 5.9(b). No Indemnitee guilty of fraudulent misrepresentation (within the

meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from the

Company if the Company was not guilty of such fraudulent misrepresentation.

5.10 Depository Senior Securities. Upon request by Treasury at any time following the

Closing Date, the Company shall promptly enter into a depositary arrangement, pursuant to

customary agreements reasonably satisfactory to Treasury and with a depositary reasonably

acceptable to Treasury, pursuant to which the Senior Securities may be deposited.

5.11 Redemption.

(a) The Senior Securities at the time outstanding may be redeemed by the

Company at its option, subject to the approval of the Appropriate Federal Banking Agency, in

whole or in part and subject to Section 5.11(e), at any time and from time to time, out of funds

legally available therefor, upon notice given as provided in Section 5.11(d) below, on any

Interest Payment Date (the “Redemption Date”) at a redemption price equal to the sum of

(i) 100% of the principal amount thereof being called for redemption (provided that, if less than

all of the outstanding Senior Securities are then being redeemed, such amount shall not be less

than 25% of the Original Aggregate Principal Amount of the Senior Securities), (ii) any accrued

and unpaid interest and CPP Lending Incentive Fees, and (iii) the pro-rata amount of CPP

Lending Incentive Fees for the then-current Interest Period.

(b) The redemption price for any Senior Securities shall be payable on the

Redemption Date to the Holder of such Senior Securities against surrender thereof to the

Company or its agent. Interest shall be paid at the then Applicable Interest Rate from the date of

the last Interest Payment Date up to but not including the Redemption Date.

(c) No Sinking Fund. The Senior Securities will not be subject to any

mandatory redemption, sinking fund or other similar provisions. Holders of Senior Securities

will have no right to require redemption or repurchase of any of the Senior Securities.

(d) Notice of Redemption. Notice of redemption of the Senior Securities shall

be given by first class mail, postage prepaid, addressed to the Holders of record of the Senior

Securities to be redeemed at their respective last addresses appearing on the Senior Securities

Register. Such mailing shall be at least 30 days and not more than 60 days before the

Redemption Date. 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
(Mutual Entity)

Annex C (General Terms and Conditions) Page 30

Holder of Senior Securities designated for redemption shall not affect the validity of the

proceedings for the redemption of any other Senior Securities. Notwithstanding the foregoing, if

Senior Securities are issued in book-entry form through The Depository Trust Company or any

other similar facility, notice of redemption may be given to the Holders of Senior Securities 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 amount of Senior Securities to be redeemed

by such Holder; (3) the redemption price; and (4) the place or places where such Senior

Securities are to be surrendered for payment of the redemption price.

(e) Partial Redemption. The Company may redeem less than all of the

outstanding Senior Securities, provided that the amount called for redemption at any time is not

less than 25% of the amount of the outstanding principal amount of the Senior Securities.

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 Senior

Securities shall be redeemed from time to time. If less than the full aggregate principal amount

of any Senior Security is redeemed, the Company shall issue a new Senior Security in the

unredeemed aggregate principal amount thereof without charge to the Holder thereof. Senior

Securities may be redeemed in part only on a pro rata basis and only in minimum denominations

of $1,000 and integral multiples thereof.

(f) 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 Company, in trust for the pro rata benefit of the Holders

of the Senior Securities 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 Senior Security so called for redemption has not

been surrendered for cancellation, on and after the Redemption Date interest shall cease to

accrue on the aggregate principal amount of such Senior Securities so called for redemption, the

aggregate principal amount of such Senior Securities so called for redemption shall no longer be

deemed outstanding and shall cease to bear interest from and after the Redemption Date. All

rights with respect to such Senior Securities (or the portion thereof so called for redemption)

shall forthwith on such Redemption Date cease and terminate, except only the right of the

Holders thereof to receive the redemption price 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 applicable law, be released to the Company,

after which time the Holders of such Senior Securities (or portion thereof so called for

redemption) shall look only to the Company for payment of the redemption price of such Senior

Securities.

(g) Status of Redeemed Securities. Senior Securities that are redeemed,

repurchased or otherwise acquired by the Company shall be cancelled and shall not thereafter be

reissued by the Company.

(h) Conversion. Holders of Senior Securities shall have no right to exchange or

convert any Senior Securities into any other securities.
(Mutual Entity)

Annex C (General Terms and Conditions) Page 31

5.12 Provisions for Nonpayment of Interest and Voting Rights.

(a) General. The Holders of Senior Securities shall not have any voting rights

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

(b) Restrictions For Any Missed Payment. The following restrictions will

apply whenever interest payable on the Senior Securities has not been paid for any quarterly

interest period:

(i) The Chief Executive Officer and Chief Financial Officer of the

Company will be required to provide written notice, in a form

reasonably satisfactory to Treasury, which is to include the

rationale of the Company’s board of directors for not paying

interest;

(ii) No repurchases may be effected, and no interest or dividends may

be paid on the Company’s (or any of its IDI Subsidiaries’) deposit

accounts in excess of their stated rate (“Extraordinary Dividends”)

except in accordance with Section 5.13(b); and

(iii) No interest or dividends may be paid on any Capital Interests, and

no interest may be paid on any Indebtedness, in each case that

ranks pari passu with, or junior to, the Senior Securities with

respect to the payment of interest or dividends.

(c) Obligations of the Board of Directors After Four Missed Payments.

Whenever interest on the Senior Securities has not been paid for four quarterly interest periods or

more, whether or not consecutive, and during such time the Company was not subject to a

regulatory determination that prohibits the payment of interest, the board of directors of the

Company must certify, in writing, that the Company used best efforts to pay such quarterly

interest in a manner consistent with safe and sound banking practices and the directors’ fiduciary

obligations.

(d) Board Observation Rights. Whenever, at any time or times, interest on the

Senior Securities has not been paid in full within five (5) business days after each Interest

Payment Date for an aggregate of five (5) Interest Periods or more, whether or not consecutive,

the Company shall invite a representative selected by the holders of a majority of the outstanding

Senior Securities, 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 Senior Securities 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 Senior Securities set forth in

this Section 5.12(d) shall terminate when full dividends have been timely paid on the Senior

Securities for at least four consecutive Interest Periods, subject to revesting in the event of each

and every subsequent default of the character above mentioned.
(Mutual Entity)

Annex C (General Terms and Conditions) Page 32

(e) Senior Securities Directors. Whenever, at any time or times, (i) interest on

the Senior Securities has not been paid in full within five (5) business days after each Interest

Payment Date for an aggregate of six (6) Interest Periods or more, whether or not consecutive,

and (ii) the aggregate principal amount of the then-outstanding Senior Securities is greater than

or equal to $25,000,000, the authorized number of directors of the Company shall automatically

be increased by two and the Holders of a majority of the aggregate principal amount of the

Senior Securities, voting as a class, shall have the right, but not the obligation, to elect two

directors to fill such newly created directorships (such directors, hereinafter the “Senior

Securities Directors” and each a “Senior Securities Director”) at the Company’s next annual

meeting of Members (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 Members until all accrued but unpaid

interest for four (4) consecutive Interest Periods on all outstanding Senior Securities has been

timely paid in full at which time such right shall terminate with respect to the Senior Securities,

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. Upon any termination of the right of the

Holders of Senior Securities (as a class) to vote for directors as provided above, the Senior

Securities Directors shall cease to be qualified as directors, the term of office of all Senior

Securities Directors then in office shall terminate immediately and the authorized number of

directors shall be reduced by the number of Senior Securities Directors elected pursuant hereto.

Any Senior Securities 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 of a majority

of the aggregate principal amount of the Senior Securities at the time outstanding voting

separately as a class. If the office of any Senior Securities Director becomes vacant for any

reason other than removal from office as aforesaid, the Holders of a majority of the aggregate

principal amount of the outstanding Senior Securities, voting as a class , may choose a successor

who shall hold office for the unexpired term in respect of which such vacancy occurred.

(f) Class Voting Rights as to Particular Matters. So long as any Senior

Securities 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 Senior

Securities, or (y) the holders of a majority of the outstanding Senior Securities, voting as a single

class, if Treasury does not hold any Senior Securities, shall be necessary for effecting or

validating:

(i) Authorization of Capital Interests. Any amendment or alteration of

the Charter to authorize or create or increase the authorized amount of, or any issuance of, any

Capital Interests, or any securities convertible into or exchangeable or exercisable for Capital

Interests, ranking senior to Senior Securities with respect to either or both the payment of

interest, dividends and/or the distribution of assets on any liquidation, dissolution or winding up

of the Company;

(ii) Amendment of Senior Securities. Any amendment, alteration or

repeal of any provision of the Senior Securities or the Charter (including, unless no vote on such

merger or consolidation is required by Section 5.12(f)(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 Senior Securities;
(Mutual Entity)

Annex C (General Terms and Conditions) Page 33

(iii) Reclassifications, Mergers and Consolidations. Subject to Section

5.12(f)(v) below, any consummation of a binding reclassification involving the Senior Securities,

or of a merger or consolidation of the Company with another corporation or other entity, unless

in each case (x) the Senior Securities remain outstanding or, in the case of any such merger or

consolidation with respect to which the Company is not the surviving or resulting entity, are

converted into or exchanged for securities of the surviving or resulting entity or its ultimate

parent, and (y) such Senior Securities remaining outstanding or such securities of the surviving

or resulting entity or its ultimate parent, as the case may be, have such terms, conditions, rights,

preferences, privileges and voting powers, and limitations and restrictions thereof that are the

same as the terms, conditions, rights, preferences, privileges and voting powers, and limitations

and restrictions thereof, of Senior Securities immediately prior to such consummation, taken as a

whole; provided, that in all cases, the obligations of the Company 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 Senior Securities will not be redeemed in

full contemporaneously with the consummation of such sale;

(v) Holding Company Transactions. Any consummation of a Holding

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

Security shall be converted into or exchanged for securities having equal face amount, rank and

preferences of the Company or the Acquiror (a “Holding Company Senior Security”). Any such

Holding Company Senior Security shall entitle holders thereof to interest from the date of

issuance of such Holding Company Senior Security 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 Senior Securities immediately prior to

such conversion or exchange, taken as a whole; and

(vi) Conversion Transactions. The conversion of the Company from a

mutual form of entity to a stock entity, which conversion shall in all cases include an amendment

of the Form of Senior Securities attached hereto as Annex F as may be requested by Treasury to

conform the Form of Securities to the Form of Securities published and then in effect for stock

institutions participating in SBLF, as well as any corresponding changes to the Charter and

Bylaws of the Company that may be required (including appropriate restrictions on the payment

of dividends while any Senior Securities are issued and outstanding).

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

Holders of Senior Securities shall be required pursuant to Section 5.12(f) above if, at or prior to

the time when any such vote or consent would otherwise be required pursuant to such Section,

all outstanding Senior Securities 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 5.11 above.

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

and conducting any meeting of the Holders of Senior Securities, the solicitation and use of
(Mutual Entity)

Annex C (General Terms and Conditions) Page 34

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/or 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 the Senior Securities are listed or traded at the time.

5.13 Right to Pay Interest; Restriction on Interest and Repurchases.

(a) Subject to Sections 5.13(b) and (c) and any restrictions imposed by the

Appropriate Federal Banking Agency or, if applicable, the Appropriate State Banking Agency,

so long as any Senior Securities are outstanding, the Company may (x) pay interest and/or

dividends on Capital Interests or other securities of the Company, or (y) repurchase or redeem

any Capital Interests or other securities of the Company (other than the rights of Members in

respect of deposit liabilities), or (z) pay Extraordinary Dividends, in each case only if after

giving effect to such interest payment, dividend payment, repurchase or redemption, the

Company’s (or if the Company is a Bank Holding Company or a Savings and Loan Holding

Company, its IDI Subsidiaries’) Total Risk-Based Capital would be at least equal to the Total

Risk-Based Capital Threshold.

(b) If interest is not paid on the Senior Securities in respect of any Interest

Period, then until all accrued interest on the Senior Securities has been paid in full, neither the

Company nor any Company Subsidiary shall, (x) redeem, purchase or acquire, or pay any

interest or dividends on, any Capital Interests or other securities of the Company (other then the

rights of Members in respect of deposit liabilities) or any Company Subsidiary, or any trust

preferred securities issued by the Company or any Affiliate of the Company or (y) pay any

Extraordinary Dividends, (other than (i) redemptions, purchases, repurchases or other

acquisitions of the Senior Securities, (ii) redemptions of securities held by the Company or any

wholly-owned Company Subsidiary or (iii) redemptions, purchases or other acquisitions of

capital stock or other equity securities of any kind of any Company Subsidiary required pursuant

to binding contractual agreements entered into prior to (x) if Treasury held Previously Acquired

Securities immediately prior to the Original Issue Date, the original issue date of such Previously

Acquired Securities, or (y) otherwise, the Signing Date).

(c) After the tenth (10th) anniversary of the Signing Date, so long as any

Senior Securities are outstanding, (i) no other Capital Interests or other securities of any kind of

the Company or any Company Subsidiary shall be, directly or indirectly, purchased, redeemed or

otherwise acquired for consideration by the Company or any Company Subsidiary; and (ii)

neither the Company nor any Company Subsidiary shall pay any Extraordinary Dividends or any

dividends or interest on any Capital Interests or other securities of any kind of the Company or

any Company Subsidiary.

5.14 No Preemptive Rights. No Senior Securities shall have any rights of preemption

whatsoever as to any securities of the Company, 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.
(Mutual Entity)

Annex C (General Terms and Conditions) Page 35

5.15 References to Line Items of Supplemental Reports. If Treasury modifies the form

of Supplemental Report, pursuant to its rights under the Agreement, and any such modification

includes a change to the caption or number of any line item on the Supplemental Report, then

any reference herein to such line item shall thereafter be a reference to such re-captioned or renumbered line item

5.16 Record Holders. To the fullest extent permitted by applicable law, the Company

and the transfer agent for Senior Securities may deem and treat the record holder of any Senior

Securities as the true and lawful owner thereof for all purposes, and neither the Company nor

such transfer agent shall be affected by any notice to the contrary.

5.17 Notices. All notices or communications in respect of Senior Securities 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 Agreement, in the Charter

or Bylaws or by applicable law. Notwithstanding the foregoing, if Senior Securities are issued in

book-entry form through The Depository Trust Company or any similar facility, such notices

may be given to the holders of such Senior Securities in any manner permitted by such facility.

5.18 Expenses and Further Assurances.

(a) Unless otherwise provided in this Agreement, 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, including fees and expenses of its own

financial or other consultants, investment bankers, accountants and counsel.

(b) The Company shall, at the Company’s sole cost and expense, (i) furnish to

Treasury all instruments, documents and other agreements required to be furnished by the

Company pursuant to the terms of this Agreement, including, without limitation, any documents

required to be delivered pursuant to Section 5.9 above, or which are reasonably requested by

Treasury in connection therewith; (ii) execute and deliver to Treasury such documents,

instruments, certificates, assignments and other writings, and do such other acts necessary or

desirable, to evidence, preserve and/or protect the Senior Securities purchased by Treasury, as

Treasury may reasonably require; and (iii) do and execute all and such further lawful and

reasonable acts, conveyances and assurances for the better and more effective carrying out of the

intents and purposes of this Agreement, as Treasury shall reasonably require from time to time.

5.19 Communications to Holders. Any Holder shall have the right, upon five (5)

business days prior written notice to the Company or its duly appointed agent to obtain a

complete list of Holders. In addition, any Holder shall have the right to request that

the Company or its duly appointed agent send a notice on behalf of such Holder to all

other Holders at the addresses set forth on the Senior Securities Register or, to the extent the

Company has entered into a depositary arrangement, by means of any procedures applicable to

such depositary arrangement.

5.20 Other Rights. The Senior Securities shall not have any rights, preferences,

privileges or voting powers or relative, participating, optional or other special rights, or
(Mutual Entity)

Annex C (General Terms and Conditions) Page 36

qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or

as provided by applicable law.

ARTICLE VI

SUBORDINATION OF THE SENIOR SECURITIES

6.1 Agreement to Subordinate.

(a) The Company covenants and agrees, and each Holder of Senior Securities

issued hereunder likewise covenants and agrees, that the Senior Securities shall be issued subject

to the provisions of this Article VI; and each Holder of a Senior Security, whether upon original

issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.

(b) The payment by the Company of the principal of and interest on all Senior

Securities issued hereunder shall, to the extent and in the manner hereinafter set forth, be

subordinated and subject in right of payment to the prior payment in full of all amounts then due

and payable in respect of (i) with respect to Senior Securities issued by a bank or savings

association, all claims of the Company’s depositors, if applicable, and Senior Indebtedness,

whether outstanding at the date of this Agreement or thereafter incurred or (ii) with respect to

Senior Securities issued by a Bank Holding Company or Savings and Loan Holding Company,

any Senior Indebtedness of the Company in accordance with applicable regulations governing

Bank Holding Companies or Savings and Loan Holding Companies.

(c) No provision of this Article VI shall prevent the occurrence of any Event

of Default (or any event which, after notice or the lapse of time or both would become, an Event

of Default) with respect to the Senior Securities hereunder.

6.2 Default on Senior Indebtedness.

(a) In the event and during the continuation of any default by the Company in

the payment of principal, premium, interest or any other payment due on any Senior

Indebtedness, no payment shall be made by the Company with respect to the principal or interest

on the Senior Securities or any other amounts which may be due on the Senior Securities

pursuant to the terms hereof or thereof.

(b) In the event of the acceleration of the maturity of the Senior Indebtedness,

then no payment shall be made by the Company with respect to the principal or interest on the

Senior Securities or any other amounts which may be due on the Senior Securities pursuant to

the terms hereof or thereof until the holders of all Senior Indebtedness outstanding at the time of

such acceleration shall receive payment, in full, of all amounts due on or in respect of such

Senior Indebtedness (including any amounts due upon acceleration).

(c) In the event that, notwithstanding the foregoing, any payment is received

by any Holder of a Senior Security, when such payment is prohibited by the preceding

paragraphs of this Section 6.2, such payment shall be held in trust for the benefit of, and shall be

paid over or delivered by the Holder of the Senior Securities to the holders of Senior

Indebtedness or their respective representatives, or to the trustee or trustees under any indenture

pursuant to which any of such Senior Indebtedness may have been issued, as their respective
(Mutual Entity)

Annex C (General Terms and Conditions) Page 37

interests may appear, but only to the extent of the amounts in respect of such Senior

Indebtedness and to the extent that the holders of the Senior Indebtedness (or their representative

or representatives or a trustee) notify the Company in writing within 90 days of such payment of

the amounts then due and owing on such Senior Indebtedness, and only the amounts specified in

such notice to the Company shall be paid to the holders of such Senior Indebtedness. The

Company shall, within ten (10) business days of receipt of such notice, provide Treasury with (i)

a copy of such notice delivered to the Company and (ii) a certificate signed on behalf of the

Company by an Executive Officer certifying that the information set forth in such notice is true

and correct and confirming that the Holder of the Senior Securities should pay or deliver the

amounts specified in such notice in the manner specified therein.

6.3 Liquidation; Dissolution.

(a) Upon any payment by the Company or distribution of assets of the

Company of any kind or character, whether in cash, property or securities, to creditors upon any

dissolution, winding-up, liquidation or reorganization of the Company, whether voluntary or

involuntary or in insolvency, receivership or other proceedings, the holders of all Senior

Indebtedness of the Company will first be entitled to receive payment in full of amounts due on

or in respect of such Senior Indebtedness, before any payment is made by the Company on

account of the principal of or interest on the Senior Securities or any other amounts which may

be due on the Senior Securities pursuant to the terms hereof or thereof); and upon any such

dissolution, winding-up, liquidation or reorganization, any payment by the Company, or

distribution of assets of the Company of any kind or character, whether in cash, property or

securities, which the Holder of the Senior Securities would be entitled to receive from the

Company, except for the provisions of this Article VI, shall be paid by the Company or by any

receiver, liquidating trustee, agent or other person making such payment or distribution, or by the

Holder of the Senior Securities under this Agreement if received by them or it, directly to the

holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the

respective amounts of Senior Indebtedness held by such holders, as calculated by the Company)

or their representative or representatives, or to the trustee or trustees under any indenture

pursuant to which any instruments evidencing such Senior Indebtedness may have been issued,

as their respective interests may appear, to the extent necessary to pay all such amounts of Senior

Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment

or distribution to or for the holders of such Senior Indebtedness, before any payment or

distribution is made to the Holder of the Senior Securities.

(b) In the event that, notwithstanding the foregoing, any payment or

distribution of assets of the Company of any kind or character prohibited by Section 6.3(a),

whether in cash, property or securities, shall be received by any Holder of the Senior Securities,

before the amounts of all Senior Indebtedness is paid in full, or provision is made for such

payment in money in accordance with its terms, such payment or distribution shall be held in

trust for the benefit of and shall be paid over or delivered by any Holder of a Senior Security, to

the holders of such Senior Indebtedness or their representative or representatives, or to the

trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior

Indebtedness may have been issued, as their respective interests may appear, as calculated by the

Company, for application to the payment of all amounts of Senior Indebtedness remaining

unpaid to the extent necessary to pay all amounts due on or in respect of such Senior
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Annex C (General Terms and Conditions) Page 38

Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent

payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such

event, the Company shall provide Treasury with a certificate signed on behalf of the Company

by an Executive Officer confirming that the Holder of the Senior Securities should pay or deliver

such amounts to the holders of such Senior Indebtedness.

(c) For purposes of this Article VI, the words “cash, property or securities”

shall not be deemed to include Capital Interests in the Company as reorganized or readjusted, or

securities of the Company or any other entity provided for by a plan of reorganization or

readjustment, the payment of which is subordinated at least to the extent provided in this

Article VI with respect to the Senior Securities to the payment of Senior Indebtedness that may

at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new

entity, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the

holders of such Senior Indebtedness are not, without the consent of such holders, altered by such

reorganization or readjustment. The consolidation of the Company with, or the merger of the

Company into, another person or the liquidation or dissolution of the Company following the

sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to

another person upon the terms and conditions provided for in Section 3.2(a)(i) shall not be

deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this

Section 6.3 if such other person shall, as a part of such consolidation, merger, sale, conveyance,

transfer or lease, comply with the conditions stated in Section 3.2(a)(i).

6.4 Merger, Consolidation and Sale of Assets Is Not Liquidation. For purposes of

this Article VI, the merger or consolidation of the Company with any other corporation or other

entity, including a merger or consolidation in which the holders of Senior Securities receive cash,

securities or other property for their Senior Securities, or the sale, lease or exchange (for cash,

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

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

6.5 Subrogation.

(a) Subject to the payment in full of all of Senior Indebtedness, the rights of

the Holders of the Senior Securities shall be subrogated to the rights of the holders of such

Senior Indebtedness to receive payments or distributions of cash, property or securities of the

Company, as the case may be, applicable to such Senior Indebtedness until the principal of and

interest on the Senior Securities shall be paid in full; and, for the purposes of such subrogation,

no payments or distributions to the holders of such Senior Indebtedness of any cash, property or

securities to which the Holders of the Senior Securities would be entitled except for the

provisions of this Article VI, and no payment pursuant to the provisions of this Article VI to or

for the benefit of the holders of such Senior Indebtedness by the Holders of the Senior Securities

shall, as between the Company, its creditors other than holders of Senior Indebtedness of the

Company, and the Holders of the Senior Securities, be deemed to be a payment by the Company

to or on account of such Senior Indebtedness. It is understood that the provisions of this

Article VI are intended solely for the purposes of defining the relative rights of the Holders of

the Senior Securities, on the one hand, and the holders of such Senior Indebtedness on the other

hand.
(Mutual Entity)

Annex C (General Terms and Conditions) Page 39

(b) Nothing contained in this Article VI or elsewhere in this Agreement or in

the Senior Securities is intended to or shall impair, as between the Company, its creditors other

than the holders of Senior Indebtedness of the Company, and the Holders of the Senior

Securities, the obligation of the Company, which is absolute and unconditional, to pay to the

Holders of the Senior Securities the principal of and interest on the Senior Securities as and when

the same shall become due and payable in accordance with their terms, or is intended to or shall

affect the relative rights of the Holders of the Senior Securities and creditors of the Company, as

the case may be, other than the holders of Senior Indebtedness of the Company, as the case may

be, nor shall anything herein or therein prevent the Holder of any Senior Securities from

exercising all remedies otherwise permitted by applicable law upon default under this

Agreement, subject to the rights, if any, under this Article VI of the holders of such Senior

Indebtedness in respect of cash, property or securities of the Company, as the case may be,

received upon the exercise of any such remedy.

6.6 Notice by the Company.

(a) The Company shall give prompt written notice to the Holders of the

Senior Securities of any fact known to the Company that would prohibit the making of any

payment of monies in respect of the Senior Securities pursuant to the provisions of this

Article VI.

(b) Upon any payment or distribution of assets of the Company referred to in

this Article VI, the Holders of the Senior Securities shall be entitled to conclusively rely upon

any order or decree entered by any court of competent jurisdiction in which such insolvency,

bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or

proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian,

receiver, assignee for the benefit of creditors, agent or other person making such payment or

distribution, delivered to the Holders of the Senior Securities, for the purpose of ascertaining the

persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness

and other indebtedness of the Company, the amount thereof or payable thereon, the amount or

amounts paid or distributed thereon and all other facts pertinent thereto or to this Article VI.

6.7 Subordination May Not Be Impaired.

(a) No right of any present or future holder of any Senior Indebtedness of the

Company to enforce subordination as herein provided shall at any time in any way be prejudiced

or impaired by any act or failure to act on the part of the Company, as the case may be, or by any

act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company,

as the case may be, with the terms, provisions and covenants of this Agreement, regardless of

any knowledge thereof that any such holder may have or otherwise be charged with.

(b) Without in any way limiting the generality of the foregoing paragraph, the

holders of Senior Indebtedness of the Company may, at any time and from time to time, without

the consent of or notice to the Holders of the Senior Securities, without incurring responsibility

to the Holders of the Senior Securities and without impairing or releasing the subordination

provided in this Article VI or the obligations hereunder of the Holders of the Senior Securities to

the holders of such Senior Indebtedness, do any one or more of the following: (i) change the
(Mutual Entity)

Annex C (General Terms and Conditions) Page 40

manner, place or terms of payment or extend the time of payment of, or renew or alter, such

Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness

or any instrument evidencing the same or any agreement under which such Senior Indebtedness

is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged,

mortgaged or otherwise securing such Senior Indebtedness; (iii) release any person liable in any

manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from

exercising any rights against the Company, as the case may be, and any other person.

ARTICLE VII

MISCELLANEOUS

7.1 Termination. This Agreement shall terminate upon the earliest to occur of:

(a) termination at any time prior to the Closing:

(i) by either Treasury or the Company if the Closing shall not have

occurred on or before the 30th calendar day following the date on which Treasury issued its

preliminary approval of the Company’s application to participate in SBLF (the “Closing

Deadline”); provided, however, that in the event the Closing has not occurred by the Closing

Deadline, the parties will consult in good faith to determine whether to extend the term of this

Agreement, it being understood that the parties shall be required to consult only until the fifth

calendar day after the Closing Deadline and not be under any obligation to extend the term of

this Agreement thereafter; provided, further, that the right to terminate this Agreement under this

Section 5.1(a)(i) shall not be available to any party whose breach of any representation or

warranty or failure to perform any obligation under this Agreement shall have caused or resulted

in the failure of the Closing to occur on or prior to such date; or

(ii) by either Treasury 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

(iii) by the mutual written consent of Treasury and the Company; or

(b) the date on which all of the Senior Securities have been paid or redeemed

in whole; or

(c) the date on which Treasury has transferred all of the Senior Securities to

third parties which are not Affiliates of Treasury.

In the event of termination of this Agreement as provided in this Section 7.1, 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 of this

Agreement.

7.2 Survival.
(Mutual Entity)

Annex C (General Terms and Conditions) Page 41

(a) This Agreement and all representations, warranties, covenants and

agreements made herein shall survive the Closing without limitation.

(b) The covenants set forth in Article III and Annex E and the agreements set

forth in Article V shall, to the extent such covenants do not explicitly terminate at such time as

Treasury no longer owns any Senior Securities, survive the termination of this Agreement

pursuant to Section 7.1(c) without limitation until the date on which all of the Senior Securities

have been redeemed in whole.

(c) The rights and remedies of Treasury with respect to the representations,

warranties, covenants and obligations of the Company herein shall not be affected by any

investigation conducted with respect to, or any knowledge acquired (or capable of being

acquired) at any time by Treasury or any of its personnel or agents with respect to the accuracy

or inaccuracy of, or compliance with, any such representation, warranty, covenant or obligation.

7.3 Amendment. No amendment of any provision of this Agreement will be effective

unless made in writing and signed by an officer or a duly authorized representative of each party,

except as set forth in Section 3.1(d)(v). 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 of any other right, power or privilege.

The rights and remedies herein provided shall be cumulative of any rights or remedies provided

by law.

7.4 Waiver of Conditions. The conditions to each party’s obligation to consummate

the Purchase are for the sole benefit of such 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 it is in a

writing signed by a duly authorized officer of the waiving party that makes express reference to

the provision or provisions subject to such waiver.

7.5 Governing Law; Submission to Jurisdiction, etc. This Agreement and any claim,

controversy or dispute arising under or related to this Agreement, the relationship of the parties,

and/or the interpretation and enforcement of the rights and duties of the parties shall be enforced,

governed, and construed in all respects (whether in contract or in tort) 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 parties hereto agrees (a) to submit to the

exclusive jurisdiction and venue of the United States District Court for the District of Columbia

and the United States Court of Federal Claims for any and all civil actions, suits or proceedings

arising out of or relating to this Agreement or the Purchase contemplated hereby 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 7.7 and (ii) Treasury at the address and in the manner set forth for

notices to the Company in Section 7.7, but otherwise in accordance with federal law. TO THE

EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO

HEREBY UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY CIVIL LEGAL

ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE PURCHASE

CONTEMPLATED HEREBY.
(Mutual Entity)

Annex C (General Terms and Conditions) Page 42

7.6 No Relationship to TARP . The parties acknowledge and agree that (i) the SBLF

program is separate and distinct from the Troubled Asset Relief Program established by the

Emergency Economic Stabilization Act of 2008; and (ii) the Company shall not, by virtue of the

investment contemplated hereby, be considered a recipient under the Troubled Asset Relief

Program.

7.7 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 to the Company shall be delivered as set forth on the cover page of

this Agreement, or pursuant to such other instruction as may be designated in writing by the

Company to Treasury. All notices to Treasury shall be delivered as set forth below, or pursuant

to such other instructions as may be designated in writing by Treasury to the Company.

If to Treasury:

United States Department of the Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

Attention: Small Business Lending Fund, Office of Domestic Finance

E-mail: SBLFComplSubmissions@treasury.gov

7.8 Assignment. Neither this Agreement nor any right, remedy, obligation nor

liability arising hereunder or by reason hereof shall be assignable by any party hereto without the

prior written consent of the other party, and any attempt to assign any right, remedy, obligation

or liability hereunder without such consent shall be void, except (a) an assignment, in the case of

a merger, consolidation, conversion or similar transaction that requires the approval of the

Company’s Members (a “Business Combination”) where such party is not the surviving entity, or

a sale of substantially all of its assets, to the entity which is the survivor of such Business

Combination or the purchaser in such sale, (b) an assignment of certain rights as provided in

Sections 3.1(c) or Annex E or (c) an assignment by Treasury of this Agreement to an Affiliate of

Treasury; provided that if Treasury assigns this Agreement to an Affiliate, Treasury shall be

relieved of its obligations under this Agreement but (i) all rights, remedies and obligations of

Treasury hereunder shall continue and be enforceable by such Affiliate, (ii) the Company’s

obligations and liabilities hereunder shall continue to be outstanding and (iii) all references to

Treasury herein shall be deemed to be references to such Affiliate.

7.9 Severability. If any provision of this Agreement, 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 of such 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 of the transactions contemplated hereby is not

affected in any manner materially adverse to any party. Upon such determination, the parties
(Mutual Entity)

Annex C (General Terms and Conditions) Page 43

shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute

provision to effect the original intent of the parties.

7.10 No Third Party Beneficiaries. Other than as expressly provided herein, nothing

contained in this Agreement, expressed or implied, is intended to confer upon any person or

entity other than the Company and Treasury (and any Indemnitee) any benefit, right or remedies.

7.11 Specific Performance. The parties agree that irreparable damage would occur in

the event that any of the provisions of this Agreement were not performed in accordance with

their specific terms. It is accordingly agreed that the parties shall be entitled (without the

necessity of posting a bond) to specific performance of the terms hereof, this being in addition to

any other remedies to which they are entitled at law or equity.

7.12 Interpretation. When a reference is made in this Agreement to “Articles” or

“Sections” such reference shall be to an Article or Section of the Annex of this Agreement in

which such reference is contained, unless otherwise indicated. When a reference is made in this

Agreement to an “Annex”, such reference shall be to an Annex to this Agreement, 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 of this Agreement. Whenever the words “include”, “includes” or

“including” are used in this Agreement, they shall be deemed to be followed by the words

“without limitation”. No rule of construction against the draftsperson shall be applied in

connection with the interpretation or enforcement of this Agreement, as this Agreement is

entered into between sophisticated parties advised by counsel. All references to “$” or “dollars”

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

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

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 or the District of Columbia generally are authorized or required by law or

other governmental actions to close.
(Mutual Entity)

Annex D (Disclosure Schedule) Page 1

ANNEX D

DISCLOSURE SCHEDULE

Part 2.2 Capitalization

Capital Interests reserved for issuance in

connection with securities or obligations

giving the holder thereof the right to acquire

such Capital Interests:

Capital Interests issued since the

Capitalization Date upon exercise of options

or pursuant to equity-based awards, warrants,

or convertible securities:

All other Capital Interests issued since the

Capitalization Date:

Holders of 5% or more of any class of

Capital Interests

Primary Address

If the Company is a Bank Holding Company or Savings and Loan Holding Company, complete

the following (leave blank otherwise):

Name of IDI Subsidiary Percentage of IDI Subsidiary’s capital stock

owned by the Company
(Mutual Entity)

Annex D (Disclosure Schedule) Page 2

Part 2.13 Compliance With Laws

List any exceptions to the representation and warranty in the second sentence of Section 2.13 of

the General Terms and Conditions. If none, please so indicate by checking the box: .
(Mutual Entity)

Annex D (Disclosure Schedule) Page 3

Part 2.19 Regulatory Agreements

List any exceptions to the representation and warranty in Section 2.19 of the General Terms and

Conditions. If none, please so indicate by checking the box: .
(Mutual Entity)

Annex D (Disclosure Schedule) Page 4

Part 2.25 Related Party Transactions

List any exceptions to the representation and warranty in Section 2.25 of the General Terms and

Conditions. If none, please so indicate by checking the box: .
(Mutual Entity)

Annex E (Registration Rights) Page 1

ANNEX E

REGISTRATION RIGHTS

1. Definitions. Terms not defined in this Annex shall have the meaning ascribed to

such terms in the Agreement. As used in this Annex E, the following terms shall have the

following respective meanings:

(a) “Holder” means Treasury and any other holder of Registrable Securities to

whom the registration rights conferred by this Agreement have been transferred in compliance

with Section 9 of this Annex E.

(b) “Holders’ Counsel” means one counsel for the selling Holders chosen by

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

(c) “Pending Underwritten Offering” means, with respect to any Holder forfeiting

its rights pursuant to Section 11 of this Annex E, any underwritten offering of Registrable

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

Securities either pursuant to Section 2(b) or 2(d) of this Annex E prior to the date of such

Holder’s forfeiture.

(d) “Register”, “registered”, and “registration” shall refer to a registration

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

with the Securities Act and applicable rules and regulations thereunder, and the declaration or

ordering of effectiveness of such registration statement or amendment thereto or (B) filing a

prospectus and/or prospectus supplement in respect of an appropriate effective registration

statement on Form S-3.

(e) “Registrable Securities” means (A) all Senior Securities and (B) any securities

issued or issuable directly or indirectly with respect to the securities referred to in the foregoing

clause (A) by way of conversion, exercise, split, distribution or exchange thereof, or in

connection with a combination of Capital Interests or Senior Securities, recapitalization,

reclassification, merger, amalgamation, arrangement, consolidation or other reorganization,

provided that, once issued, such securities will not be Registrable Securities when (1) they are

sold pursuant to an effective registration statement under the Securities Act, (2) they shall have

ceased to be outstanding or (3) they have been sold in any transaction in which the transferor’s

rights under this Agreement are not assigned to the transferee of the securities. No Registrable

Securities may be registered under more than one registration statement at any one time.

(f) “Registration Expenses” mean all expenses incurred by the Company in

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

prospectus becomes effective or final) or otherwise complying with its obligations under this

Annex E, 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 of the Company’s independent accountants in connection with any regular or
(Mutual Entity)

Annex E (Registration Rights) Page 2

special reviews or audits incident to or required by any such registration, but shall not include

Selling Expenses.

(g) “Rule 144”, “Rule 144A”, “Rule 159A”, “Rule 405” and “Rule 415” mean, in

each case, such rule promulgated under the Securities Act (or any successor provision), as the

same shall be amended from time to time.

(h) “Selling Expenses” mean all discounts, selling commissions and stock transfer

taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for

any Holder (other than the fees and disbursements of Holders’ Counsel included in Registration

Expenses).

(i) “Special Registration” means the registration of (A) equity securities and/or

options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor

form) or (B) shares of equity securities and/or options or other rights in respect thereof to be

offered to directors, members of management, employees, consultants, customers, lenders or

vendors of the Company or Company Subsidiaries or in connection with dividend reinvestment

plans.

2. Registration.

(a) 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) of

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

and file with the SEC a Shelf Registration Statement covering all Registrable Securities (or

otherwise designate an existing shelf registration on an appropriate form under Rule 415 under

the Securities Act (a “Shelf Registration Statement”) filed with the SEC to cover the Registrable

Securities), and, to the extent the Shelf Registration 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 from the date of

its initial effectiveness until such time as there are no Registrable Securities remaining (including

by refiling such Shelf Registration Statement (or a new Shelf Registration Statement) if the

initial Shelf Registration Statement expires). Notwithstanding the foregoing, if the Company is

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

to file a Shelf Registration Statement unless and until requested to do so in writing by Treasury.

(b) Any registration pursuant to Section 2(a) of this Annex E shall be effected by

means of a Shelf Registration Statement on an appropriate form under Rule 415 under the

Securities Act (a “Shelf Registration Statement”). If any Holder intends to distribute any

Registrable 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 distribution,

including the actions required pursuant to Section 2(d) of this Annex E; provided that the

Company shall not be required to facilitate an underwritten offering of Registrable Securities

unless (i) the expected gross proceeds from such offering exceed $200,000 or (ii) such

underwritten offering includes all of the outstanding Registrable Securities held by such Holder.
(Mutual Entity)

Annex E (Registration Rights) Page 3

The lead underwriters in any such distribution shall be selected by the Holders of a majority of

the Registrable Securities to be distributed.

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

of Registrable Securities from an effective Shelf Registration Statement) or an underwritten

offering pursuant to Section 2 of this Annex E: (A) with respect to securities that are not

Registrable Securities; or (B) if the Company has notified all Holders that in the good faith

judgment of the Board of Directors, it would be materially detrimental to the Company or its

security holders 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 more

than 45 days after receipt of the request of any Holder; provided that such right to delay a

registration or underwritten offering shall be exercised by the Company (1) only if the 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.

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

available, the Company proposes to register any of its debt securities, other than a registration

pursuant to Section 2(a) of this Annex E or a Special Registration, and the registration form to be

filed may be used for the registration or qualification for distribution of Registrable Securities,

the Company will give prompt written notice to all Holders of its intention to effect such a

registration (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 of the

Company’s notice (a “Piggyback Registration”). Any such person that has made such a written

request may withdraw its Registrable 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 of such Piggyback Registration. The Company

may terminate or withdraw any registration under this Section 2(d) of this Annex E prior to the

effectiveness of such registration, whether or not any Holders have elected to include Registrable

Securities in such registration.

(e) If the registration referred to in Section 2(d) of this Annex E is proposed to be

underwritten, the Company will so advise all Holders as a part of the written notice given

pursuant to Section 2(d) of this Annex E. In such event, the right of all Holders to registration

pursuant to Section 2 of this Annex E will be conditioned upon such persons’ participation in

such underwriting and the inclusion of such person’s Registrable Securities in the underwriting if

such securities are of the 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 customary form with the underwriter or underwriters selected for such underwriting

by the Company; provided that Treasury (as opposed to other Holders) shall not be required to

indemnify any person in connection with any registration. If any participating person

disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by

written notice to the Company, the managing underwriters and Treasury (if Treasury is

participating in the underwriting).
(Mutual Entity)

Annex E (Registration Rights) Page 4

(f) 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

Registration Statement pursuant to Section 2(b) of this Annex E or (y) a Piggyback Registration

under Section 2(d) of this Annex E relates to an underwritten offering on behalf of the Company,

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

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

which can be sold without adversely affecting the marketability of such 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 of such managing underwriters can be

sold without adversely affecting the marketability of the 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 of a Piggyback Registration under Section 2(d) of this Annex E, the

securities the Company proposes to sell, (B) then the Registrable Securities of all Holders who

have requested inclusion of Registrable Securities pursuant to Section 2(b) or Section 2(d) of this

Annex E, as applicable, pro rata on the basis of the aggregate number of such securities or

shares owned by each such Holder and (C) lastly, any other securities of the Company that have

been requested to be so included, subject to the terms of this Agreement; provided, however, that

if the 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.

3. Expenses of Registration. All Registration Expenses incurred in connection with

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

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

holders of the securities so registered pro rata on the basis of the aggregate offering or sale price

of the securities so registered.

4. Obligations of the Company. Whenever required to effect the registration of any

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

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

practicable:

(a) 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 of this Annex E, keep such registration statement

effective and keep such prospectus supplement current until the securities described therein are

no longer Registrable Securities.

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

applicable registration statement and the prospectus or prospectus supplement used in connection

with such registration statement as may be necessary to comply with the provisions of the

Securities Act with respect to the disposition of all securities covered by such registration

statement.

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

applicable registration statement and each such amendment and supplement thereto (including in
(Mutual Entity)

Annex E (Registration Rights) Page 5

each case all exhibits) and of a prospectus, including a preliminary prospectus, in conformity

with the requirements of the 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.

(d) Use its reasonable best efforts to register and qualify the securities covered by

such registration statement under such other securities or Blue Sky laws of such jurisdictions as

shall be reasonably requested by the Holders or any managing underwriter(s), to keep such

registration or qualification in effect for so long as such registration statement remains in effect,

and to take any other action which may be reasonably necessary to enable such seller to

consummate the disposition in such jurisdictions of the securities owned by such Holder;

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.

(e) Notify each Holder of Registrable Securities at any time when a prospectus

relating thereto is required to be delivered under the Securities Act of the happening of any event

as a result of which the applicable prospectus, as then in effect, includes an untrue statement of a

material fact or omits to state a material fact required to be stated therein or necessary to make

the statements therein not misleading in light of the circumstances then existing.

(f) Give written notice to the Holders:

(i) when any registration statement or any amendment thereto has been

filed with the SEC (except for any amendment effected by the filing of a document with the SEC

pursuant to the Exchange Act) and when such registration statement or any post-effective

amendment thereto has become effective;

(ii) of any request by the SEC for amendments or supplements to any

registration statement or the prospectus included therein or for additional information;

(iii) of the issuance by the SEC of any stop order suspending the

effectiveness of any registration statement or the initiation of any proceedings for that purpose;

(iv) of the receipt by the Company or its legal counsel of any notification

with respect to the suspension of the qualification of the applicable Registrable Securities for sale

in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(v) of the happening of any event that requires the Company to make

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

statement in order to make the statements therein not misleading (which notice shall be

accompanied by an instruction to suspend the use of the prospectus until the requisite changes

have been made); and

(vi) if at any time the representations and warranties of the Company

contained in any underwriting agreement contemplated by Section 4(j) of this Annex E cease to

be true and correct.
(Mutual Entity)

Annex E (Registration Rights) Page 6

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

of any order suspending the effectiveness of any registration statement referred to in Section

4(f)(iii) of this Annex E at the earliest practicable time.

(h) Upon the occurrence of any event contemplated by Section 4(e) or 4(f)(v) of

this Annex E, promptly prepare a post-effective amendment to such registration statement or a

supplement to the related prospectus or file any other required document so that, as thereafter

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

statement of a material fact or omit to state any material fact necessary to make the statements

therein, in light of the circumstances under which they were made, not misleading. If the

Company notifies the Holders in accordance with Section 4(f)(v) to suspend the use of the

prospectus until the requisite changes to the prospectus have been made, then the Holders and

any underwriters shall suspend use of such prospectus and use their reasonable best efforts to

return to the Company all copies of such 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.

(i) Use reasonable best efforts to procure the cooperation of the Company’s

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

the transfer of physical stock certificates into book-entry form in accordance with any procedures

reasonably requested by the Holders or any managing underwriter(s).

(j) If an underwritten offering is requested pursuant to Section 2(b) of this Annex

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

such other actions reasonably requested by the Holders of a majority of the Registrable Securities

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

facilitate the underwritten disposition of such Registrable Securities, and in connection therewith

in any underwritten offering (including making members of management and executives of the

Company available to participate in “road shows”, similar sales events and other marketing

activities), (A) make such representations and warranties to the Holders that are selling

stockholders and the managing underwriter(s), if any, with respect to the business of the

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

customary form, substance and scope, and, if true, confirm the same if and when requested, (B)

use its reasonable best efforts to furnish 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 of the

Company (and, if necessary, any other independent certified public accountants of any business

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

Shelf Registration Statement) who have certified the financial statements included in such Shelf

Registration Statement, addressed to each of the managing underwriter(s), if any, such letters to

be in customary form and covering matters of the type customarily covered in “cold comfort”

letters, (D) if an underwriting agreement is entered into, the same shall contain indemnification

provisions and procedures customary in underwritten offerings (provided that Treasury shall not

be obligated to provide any indemnity), and (E) deliver such documents and certificates as may

be reasonably requested by the Holders of a majority of the Registrable Securities being sold in
(Mutual Entity)

Annex E (Registration Rights) Page 7

connection therewith, their counsel and the managing underwriter(s), if any, to evidence the

continued validity of the representations and warranties made pursuant to clause (A) above and

to evidence compliance with any customary conditions contained in the underwriting agreement

or other agreement entered into by the Company.

(k) 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 of the

Company, and cause the officers, directors and employees of the Company to supply all

information in each case reasonably requested (and of the type customarily provided in

connection with due diligence conducted in connection with a registered public offering of

securities) by any such representative, managing underwriter(s), attorney or accountant in

connection with such Shelf Registration Statement.

(l) 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 Registrable Securities to be listed on

such securities exchange as Treasury may designate.

(m) If requested by Holders of a majority of the 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 of a majority

of the Registrable 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

distribution of such securities and make all required filings of such prospectus supplement or

such amendment as soon as practicable after the Company has received such request.

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

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

5. Suspension of Sales. Upon receipt of written notice from the Company that a

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

statement of a 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 of such registration statement, prospectus or prospectus supplement,

each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable

Securities until such Holder has received copies of a supplemented or amended prospectus or

prospectus supplement, or until such Holder is advised in writing by the Company that the use of

the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by

the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies,

other than permanent file copies then in such Holder’s possession, of the prospectus and, if

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

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

12-month period shall not exceed 90 days.
(Mutual Entity)

Annex E (Registration Rights) Page 8

6. Termination of Registration Rights. A Holder’s registration rights as to any

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

not be available unless such securities are Registrable Securities.

7. Furnishing Information.

(a) No Holder shall use any free writing prospectus (as defined in Rule 405) in

connection with the sale of Registrable Securities without the prior written consent of the

Company.

(b) It shall be a condition precedent to the obligations of the Company to take any

action pursuant to Section 4 of this Annex E that the selling Holders and the underwriters, if any,

shall furnish to the Company such information regarding themselves, the Registrable Securities

held by them and the intended method of disposition of such securities as shall be required to

effect the registered offering of their Registrable Securities.

8. Indemnification.

(a) The Company agrees to indemnify each Holder and, if a Holder is a person

other than an individual, such Holder’s officers, directors, employees, agents, representatives and

Affiliates, and in the case of Treasury, Treasury’s officials, and each person, if any, that controls

a Holder within the meaning of the Securities Act (each, an “Indemnitee”), against any and all

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

expenses and disbursements of attorneys and other professionals incurred in connection with

investigating, defending, settling, compromising or paying any such losses, claims, damages,

actions, liabilities, costs and expenses), joint or several, arising out of or based upon any untrue

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 necessary to make the

statements therein, in light of the 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 of or is based upon (A) an untrue statement or omission 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 amendment or supplement thereto), in reliance upon and in conformity with

information regarding such Indemnitee or its plan of distribution or ownership interests which

was furnished in writing to the Company by such Indemnitee for use in connection with such

registration statement, including any such preliminary 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 Company.
(Mutual Entity)

Annex E (Registration Rights) Page 9

(b) If the indemnification provided for in Section 8(a) of this Annex E is

unavailable to an Indemnitee with respect to any losses, claims, damages, actions, liabilities,

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

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

contribute to the amount paid or payable by such Indemnitee as a result of such losses, claims,

damages, actions, liabilities, costs or expenses in such proportion as is appropriate to reflect the

relative fault of the Indemnitee, on the one hand, and the Company, 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 equitable considerations. The

relative fault of the Company, on the one hand, and of the Indemnitee, on the other hand, shall be

determined by reference to, among other factors, whether the untrue statement of a material fact

or omission to state a material fact relates to information supplied by the Company or by the

Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to

correct or prevent such statement or omission; the Company and each Holder agree that it would

not be just and equitable if contribution pursuant to this Section 8(b) of this Annex E were

determined by pro rata allocation or by any other method of allocation that does not take account

of the equitable considerations referred to in Section 8(a) of this Annex E. No Indemnitee guilty

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

be entitled to contribution from the Company if the Company was not guilty of such fraudulent

misrepresentation.

9. Assignment of Registration Rights. The rights of Treasury to registration of

Registrable Securities pursuant to Section 2 of this Annex E may be assigned by Treasury to a

transferee or assignee of Registrable Securities; provided, however, the transferor shall, within

ten days after such transfer, furnish to the Company written notice of the name and address of

such transferee or assignee and the number and type of Registrable Securities that are being

assigned.

10. Clear Market. With respect to any underwritten offering of Registrable Securities

by Holders pursuant to this Annex E, 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 Registration) covering

any senior securities of the Company or any securities convertible into or exchangeable or

exercisable for senior securities of the Company, during the period not to exceed ten days prior

and 60 days following the effective date of such 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 of its directors and senior executive officers to execute and deliver

customary lock-up agreements in such form and for such time period up to 90 days as may be

requested by the managing underwriter.

11. Forfeiture of Rights. At any time, any holder of Registrable Securities (including

any Holder) may elect to forfeit its rights set forth in this Annex E from that date forward;

provided, that a Holder forfeiting such rights shall nonetheless be entitled to participate under

Section 2(d) – (f) of this Annex E in any Pending Underwritten Offering to the same extent that

such Holder would have been entitled to if the Holder had not withdrawn; and provided, further,

that no such forfeiture shall terminate a Holder’s rights or obligations under Section 7 of this

Annex E with respect to any prior registration or Pending Underwritten Offering.
(Mutual Entity)

Annex E (Registration Rights) Page 10

12. Specific Performance. The parties hereto acknowledge that there would be no

adequate remedy at law if the Company fails to perform any of its obligations under this Annex

E and that Holders from time to time may be irreparably harmed by any such failure, and

accordingly agree that such Holders, in addition to any other remedy to which they may be

entitled at law or in equity, to the fullest extent permitted and enforceable under applicable law

shall be entitled to compel specific performance of the obligations of the Company under this

Annex E in accordance with the terms and conditions of this Annex E.

13. No Inconsistent Agreements. The Company shall not, on or after the Signing Date,

enter into any agreement with respect to its securities that may impair the rights granted to

Holders under this Annex E or that otherwise conflicts with the provisions hereof in any manner

that may impair the rights granted to Holders under this Annex E. 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 Holders under this Annex E (including agreements that are

inconsistent with the order of priority contemplated by Section 2(f) of Annex E) 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 of this Annex E.

14. Certain Offerings by Treasury. An “underwritten” offering or other disposition

shall include any distribution of such securities on behalf of Treasury by one or more brokerdealers, an “underwriting agreement” 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.
(Mutual Entity)

Annex F (Form of Senior Securities) Page 1

ANNEX F

FORM OF SENIOR SECURITY

[SEE ATTACHED]
(Mutual Entity)

Annex G (Form of Officer’s Certificate) Page 1

ANNEX G

FORM OF OFFICER’S CERTIFICATE

OFFICER’S CERTIFICATE

OF

[COMPANY]

In connection with that certain Securities Purchase Agreement, dated

[____________], 2011 (the “Agreement”) by and between [COMPANY] (the “Company”) and

the Secretary of the Treasury, the undersigned does hereby certify as follows:

1. I am a duly elected/appointed [____________] of the Company.

2. The representations and warranties of the Company set forth in Article II

of Annex C of the Agreement are true and correct in all respects as though as of the date hereof

(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 respects as of such other date) and

the Company has performed in all material respects all obligations required to be performed by it

under the Agreement.

The foregoing certifications are made and delivered as of [_________] pursuant

to Section 1.3 of Annex C of the Agreement.

Capitalized terms used and not otherwise defined herein shall have the meanings

assigned to them in the Agreement.

[SIGNATURE PAGE FOLLOWS]
(Mutual Entity)

Annex G (Form of Officer’s Certificate) Page 2

IN WITNESS WHEREOF, this Officer’s Certificate has been duly executed and

delivered as of the [__] day of [__________], 2011.

[COMPANY]

By:____________________________________

Name:

Title:
(Mutual Entity)

Annex H (Form of Supplemental Reports) Page 1

ANNEX H

FORM OF SUPPLEMENTAL REPORTS

[SEE ATTACHED FORM OF INITIAL SUPPLEMENTAL REPORT]
(Mutual Entity)

Annex H (Form of Supplemental Reports) Page 2

[SEE ATTACHED FORM OF QUARTERLY SUPPLEMENTAL REPORT]
(Mutual Entity)

Annex I (Form of Annual Certification) Page 1

ANNEX I

FORM OF ANNUAL CERTIFICATION

ANNUAL CERTIFICATION

OF

[COMPANY]

In connection with that certain Securities Purchase Agreement, dated

[____________], 2011 (the “Agreement”) by and between [COMPANY] (the “Company”) and

the Secretary of the Treasury (“Treasury”), the undersigned does hereby certify as follows:

1. I am a duly elected/appointed [____________] of the Company.

2. For each loan originated by the Company or any of its Affiliates that was funded

in whole or in part using funds from the Purchase Price, the Company has obtained from the

business to which it made such loan a written certification that no principal of such business has

been convicted of a sex offense against a minor (as such terms are defined in section 111 of the

Sex Offender Registration and Notification Act, 42 U.S.C. §16911). The Company shall retain

all such certifications in accordance with standard recordkeeping practices established by the

Appropriate Federal Banking Agency.

3. The Company is in compliance with the requirements of Section 103.121 of title

31, Code of Federal Regulations.

The foregoing certifications are made and delivered as of [_________] pursuant to

Section 3.1(d)(iii) of Annex C of the Agreement.

Capitalized terms used and not otherwise defined herein shall have the meanings assigned

to them in the Agreement.

[SIGNATURE PAGE FOLLOWS]
(Mutual Entity)

Annex I (Form of Annual Certification) Page 2

IN WITNESS WHEREOF, this Certificate has been duly executed and delivered

as of the [__] day of [__________], 20[__].

[COMPANY]

By:____________________________________

Name:

Title:
(Mutual Entity)

Annex J (Form of Opinion) Page 1

ANNEX J

FORM OF OPINION

(a) The Company has been duly formed and is validly existing as a [TYPE

OF ORGANIZATION] and is in good standing under the laws of the jurisdiction of its

organization. The Company has all necessary power and authority to own, operate and lease its

properties and to carry on its business as it is being conducted.

(b) The Company has been duly qualified as a foreign entity for the

transaction of business and is in good standing under the laws of [_____________],

[_____________] and [_____________].

(c) The Senior Securities have been duly and validly authorized, and, when

executed and delivered pursuant to the Agreement, the Senior Securities will be duly and validly

issued, will not be issued in violation of any preemptive rights, and will rank senior to all other

Capital Interests, whether or not designated, issued or outstanding, with respect to the payment

of interest, dividends and other distributions (except to the extent such interest payments,

dividend payments and other distributions are permitted by Section 5.13 of the Securities

Purchase Agreement) and the distribution of assets in the event of any dissolution, liquidation or

winding up of the Company.

(d) The Company has the power and authority to execute and deliver the

Agreement and to carry out its obligations thereunder (which includes the issuance of the Senior

Securities).

(e) The execution, delivery and performance by the Company of the

Agreement and the consummation of the transactions contemplated thereby have been duly

authorized by all necessary corporate action on the part of the Company and its Members, and no

further approval or authorization is required on the part of the Company, including, without

limitation, by any rule or requirement of any national stock exchange.

(f) The Agreement is a valid and binding obligation of the 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.

(g) The execution and delivery by the Company of this Agreement and the

performance by the Company of its obligations thereunder (i) do not require any approval by any

Governmental Entity to be obtained on the part of the Company, except those that have been

obtained, (ii) do not violate or conflict with any provision of the Charter, (iii) do not violate,

conflict with, or result in a breach of any 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 performance 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 of the

properties or assets of the Company or any Company Subsidiary under any of the terms,
(Mutual Entity)

Annex J (Form of Opinion) Page 2

conditions or provisions of its organizational documents or under any agreement, contract,

indenture, lease, mortgage, power of attorney, evidence of indebtedness, letter of credit, license,

instrument, obligation, purchase or sales order, or other commitment, whether oral or written, to

which it is a party or by which it or any of its properties is bound or (iv) do not conflict with,

breach or result in a violation of, or default under any judgment, decree or order known to us that

is applicable to the Company and, pursuant to any applicable laws, is issued by any

Governmental Entity having jurisdiction over the Company.

(h) Such filings and approvals as are required to be made or obtained under

any state “blue sky” laws and such consents and approvals that 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 made or obtained by the Company in connection with the

consummation by the Company of the Purchase.
(Mutual Entity)

Annex K (Form of Repurchase Document) Page 1

ANNEX K

FORM OF REPAYMENT DOCUMENT

UNITED STATES DEPARTMENT OF THE TREASURY

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

__________, 2011

Ladies and Gentlemen:

Reference is made to that certain Letter Agreement incorporating the Securities Purchase

Agreement - Standard Terms (the “Securities Purchase Agreement”), dated as of the date set

forth on Schedule A hereto, between the United States Department of the Treasury (the

“Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms

used but not defined herein shall have the meanings assigned to them in the Securities Purchase

Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued

to the Investor the amount of senior subordinated debentures set forth on Schedule A hereto (the

“Senior Subordinated Securities”) and a warrant to purchase an additional amount of senior

subordinated debentures set forth on Schedule A hereto (such securities, the “Warrant

Securities”), which was exercised by the Investor at Closing.

In connection with the consummation of the repurchase (the “Repurchase”) by the

Company from the Investor, on the date hereof, of the amount of the Senior Subordinated

Securities listed on Schedule A hereto (the “Repurchased Senior Subordinated Securities”) and

the amount of the Warrant Securities listed on Schedule A hereto (the “Repurchased Warrant

Securities”), as permitted by the Emergency Economic Stabilization Act of 2008, as amended by

the American Recovery and Reinvestment Act of 2009:

(a) The Company hereby acknowledges receipt from the Investor of the

certificated debentures set forth on Schedule A hereto representing the Senior

Subordinated Securities; and

(b) The Investor hereby acknowledges receipt from the Company of a wire

transfer for the account of the Investor in immediately available funds of the aggregate

purchase price set forth on Schedule A hereto, representing payment in full for the

Repurchased Senior Subordinated Securities, together with any accrued and unpaid

dividends to, but excluding, the date hereof; and

(c) The Company hereby acknowledges receipt from the Investor of the

certificated debentures set forth on Schedule A hereto representing the Warrant

Securities; and

(d) The Investor hereby acknowledges receipt from the Company of a wire

transfer for the account of the Investor in immediately available funds of the aggregate
(Mutual Entity)

Annex K (Form of Repurchase Document) Page 2

purchase price set forth on Schedule A hereto, representing payment in full for the

Repurchased Warrant Securities, together with any accrued and unpaid interest to, but

excluding, the date hereof; and

This letter agreement 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.

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 sufficient as if actual signature pages

had been delivered.

[Remainder of this page intentionally left blank]
(Mutual Entity)

Annex K (Form of Repurchase Document) Page 3

In witness whereof, the parties have duly executed this letter agreement as of the date

first written above.

UNITED STATES DEPARTMENT OF

THE TREASURY

By:

Name: Timothy G. Massad

Title: Acting Assistant Secretary for

Financial Stability

By:

Name:

Title:
(Mutual Entity)

Annex K (Form of Repurchase Document) Page 4

SCHEDULE A

General Information:

Date of Letter Agreement incorporating the Securities Purchase

Agreement:

Name of the Company:

Corporate or other organizational form of the Company:

Jurisdiction of organization of the Company:

Amount of securities issued to the Investor at the Closing (Senior

Subordinated Securities):

Amount of securities underlying the Warrant issued to the

Investor at the Closing (Warrant Securities):

Terms of the Repurchase of the Senior Subordinated Securities:

Amount of Senior Subordinated Securities purchased by the

Company:

Accrued and unpaid interest on Senior Subordinated Securities:

Aggregate purchase price for Repurchased Senior Subordinated

Securities:

Terms of the Repurchase of the Warrant Securities:

Amount of Warrant Securities purchased by the Company:

Accrued and unpaid interest on Warrant Securities:

Aggregate purchase price for Repurchased Warrant Securities:

Aggregate purchase price for Repurchased Senior Subordinated

Securities and Repurchased Warrant Securities:

Investor wire information for payment of

purchase price: ABA Number:

Bank:

Account Name:

Account Number: