Exhibit 10.1
                                                                   ------------

                                                       UST Sequence Number: 151


                    UNITED STATES DEPARTMENT OF THE TREASURY
                          1500 PENNSYLVANIA AVENUE, NW
                             WASHINGTON, D.C. 20220


Dear Ladies and Gentlemen:

                  The company set forth on the signature page hereto (the
"Company") intends to issue in a private placement the number of shares of a
series of its preferred stock set forth on Schedule A hereto (the "Preferred
Shares") and a warrant to purchase the number of shares of a series of its
preferred stock set forth on Schedule A hereto (the "Warrant" and, together with
the Preferred Shares, the "Purchased Securities") and the United States
Department of the Treasury (the "Investor") intends to purchase from the Company
the Purchased Securities.

                  The purpose of this letter agreement is to confirm the terms
and conditions of the purchase by the Investor of the Purchased Securities.
Except to the extent supplemented or superseded by the terms set forth herein or
in the Schedules hereto, the provisions contained in the Securities Purchase
Agreement - Standard Terms attached hereto as Exhibit A (the "Securities
Purchase Agreement") are incorporated by reference herein. Terms that are
defined in the Securities Purchase Agreement are used in this letter agreement
as so defined. In the event of any inconsistency between this letter agreement
and the Securities Purchase Agreement, the terms of this letter agreement shall
govern.

                  Each of the Company and the Investor hereby confirms its
agreement with the other party with respect to the issuance by the Company of
the Purchased Securities and the purchase by the Investor of the Purchased
Securities pursuant to this letter agreement and the Securities Purchase
Agreement on the terms specified on Schedule A hereto.

                  This letter agreement (including the Schedules hereto) and the
Securities Purchase Agreement (including the Annexes thereto), the Disclosure
Schedules and the Warrant constitute the entire agreement, and supersede all
other prior agreements, understandings, representations and warranties, both
written and oral, between the parties, with respect to the subject matter
hereof. This letter agreement constitutes the "Letter Agreement" referred to in
the Securities Purchase Agreement.

                  This letter agreement may be executed in any number of
separate counterparts, each such counterpart being deemed to be an original
instrument, and all such counterparts will together constitute the same
agreement. Executed signature pages to this letter agreement may be delivered by
facsimile and such facsimiles will be deemed as sufficient as if actual
signature pages had been delivered.

                                      * * *

                                       43
<PAGE>

                  In witness whereof, this letter agreement has been duly
executed and delivered by the duly authorized representatives of the parties
hereto as of the date written below.



                                        UNITED STATES DEPARTMENT OF THE
                                        TREASURY

                                        By:          /s/ Neel Kashkari
                                            ------------------------------------
                                            Name:   Neel Kashkari
                                            Title:  Interim Assistant Secretary
                                                    For Financial Stability


                                        COMPANY: SBT BANCORP, INC.

                                        By:      /s/ Anthony F. Bisceglio
                                            ------------------------------------
                                            Name:   Anthony F. Bisceglio
                                            Title:  Executive Vice President,
                                                    Chief Financial Officer and
                                                    Treasurer



Date:  March 27, 2009

                                       44
<PAGE>

                                                                      EXHIBIT A
                                   (Non-Exchange-Traded QFIs, excluding S Corps
                                                      and Mutual Organizations)




--------------------------------------------------------------------------------

                          SECURITIES PURCHASE AGREEMENT


                                 STANDARD TERMS


--------------------------------------------------------------------------------


                                       45
<PAGE>

                                TABLE OF CONTENTS

                                                                           Page



Article I

Purchase; Closing

   1.1   Purchase                                                             1
   1.2   Closing.                                                             2
   1.3   Interpretation.                                                      4

Article II

Representations and Warranties

   2.1   Disclosure.                                                          4
   2.2   Representations and Warranties of the Company                        5

Article III

Covenants

   3.1   Commercially Reasonable Efforts                                     12
   3.2   Expenses                                                            12
   3.3   Sufficiency of Authorized Preferred Stock; Exchange Listing.        13
   3.4   Certain Notifications Until Closing                                 13
   3.5   Access, Information and Confidentiality                             13

                                      -i-
<PAGE>

Article IV

Additional Agreements

   4.1   Purchase for Investment                                             14
   4.2   Legends                                                             15
   4.3   Certain Transactions                                                16
   4.4   Transfer of Purchased Securities and Warrant Shares;
         Restrictions on Exercise of the Warrant                             16
   4.5   Registration Rights                                                 17
   4.6   Depositary Shares                                                   28
   4.7   Restriction on Dividends and Repurchases                            28
   4.8   Executive Compensation                                              30
   4.9   Related Party Transactions                                          30
   4.10  Bank and Thrift Holding Company Status                              30
   4.11  Predominantly Financial                                             31

Article V

Miscellaneous

   5.1   Termination                                                         31
   5.2   Survival of Representations and Warranties                          31
   5.3   Amendment                                                           31
   5.4   Waiver of Conditions                                                32
   5.5   Governing Law: Submission to Jurisdiction, Etc.                     32
   5.6   Notices                                                             32
   5.7   Definitions                                                         32
   5.8   Assignment                                                          33
   5.9   Severability                                                        33
   5.10  No Third Party Beneficiaries                                        33

                                      -ii-
<PAGE>

                                 LIST OF ANNEXES

ANNEX A:   FORM OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK

ANNEX B:   FORM OF CERTIFICATE OF DESIGNATIONS FOR WARRANT
           PREFERRED STOCK

ANNEX C:   FORM OF WAIVER

ANNEX D:   FORM OF OPINION

ANNEX E:   FORM OF WARRANT

                                     -iii-
<PAGE>

<TABLE>
<CAPTION>
INDEX OF DEFINED TERMS

--------------------------------------------------------------------------------------------------------------------
                                                                                 Location of
Term                                                                             Definition
--------------------------------------------------------------------------------------------------------------------
                               <S>                                                  <C>
Affiliate                                                                        5.7(b)
--------------------------------------------------------------------------------------------------------------------
Agreement                                                                        Recitals
--------------------------------------------------------------------------------------------------------------------
Appropriate Federal Banking Agency                                               2.2(s)
--------------------------------------------------------------------------------------------------------------------
Bank Holding Company                                                             4.10
--------------------------------------------------------------------------------------------------------------------
Bankruptcy Exceptions                                                            2.2(d)
--------------------------------------------------------------------------------------------------------------------
Benefit Plans                                                                    1.2(d)(iv)
--------------------------------------------------------------------------------------------------------------------
Board of Directors                                                               2.2(f)
--------------------------------------------------------------------------------------------------------------------
Business Combination                                                             5.8
--------------------------------------------------------------------------------------------------------------------
business day                                                                     1.3
--------------------------------------------------------------------------------------------------------------------
Capitalization Date                                                              2.2(b)
--------------------------------------------------------------------------------------------------------------------
Certificates of Designations                                                     1.2(d)(iii)
--------------------------------------------------------------------------------------------------------------------
Charter                                                                          1.2(d)(iii)
--------------------------------------------------------------------------------------------------------------------
Closing                                                                          1.2(a)
--------------------------------------------------------------------------------------------------------------------
Closing Date                                                                     1.2(a)
--------------------------------------------------------------------------------------------------------------------
Code                                                                             2.2(n)
--------------------------------------------------------------------------------------------------------------------
Common Stock                                                                     2.2(b)
--------------------------------------------------------------------------------------------------------------------
Company                                                                          Recitals
--------------------------------------------------------------------------------------------------------------------
Company Financial Statements                                                     2.2(h)
--------------------------------------------------------------------------------------------------------------------
Company Material Adverse Effect                                                  2.1(b)
--------------------------------------------------------------------------------------------------------------------
Company Reports                                                                  2.2(i)(i)
--------------------------------------------------------------------------------------------------------------------
Company Subsidiary; Company Subsidiaries                                         2.2(e)(ii)
--------------------------------------------------------------------------------------------------------------------
control; controlled by; under common control with                                5.7(b)
--------------------------------------------------------------------------------------------------------------------
Controlled Group                                                                 2.2(n)
--------------------------------------------------------------------------------------------------------------------
CPP                                                                              Recitals
--------------------------------------------------------------------------------------------------------------------
Disclosure Schedule                                                              2.1(a)
--------------------------------------------------------------------------------------------------------------------
EESA                                                                             1.2(d)(iv)
--------------------------------------------------------------------------------------------------------------------
ERISA                                                                            2.2(n)
--------------------------------------------------------------------------------------------------------------------
Exchange Act                                                                     4.4
--------------------------------------------------------------------------------------------------------------------
Federal Reserve                                                                  4.10
--------------------------------------------------------------------------------------------------------------------
GAAP                                                                             2.1(b)
--------------------------------------------------------------------------------------------------------------------
Governmental Entities                                                            1.2(c)
--------------------------------------------------------------------------------------------------------------------
Holder                                                                           4.5(l)(i)
--------------------------------------------------------------------------------------------------------------------
Holders' Counsel                                                                 4.5(l)(ii)
--------------------------------------------------------------------------------------------------------------------
Indemnitee                                                                       4.5(h)(i)
--------------------------------------------------------------------------------------------------------------------
Information                                                                      3.5(c)
--------------------------------------------------------------------------------------------------------------------
Investor                                                                         Recitals
--------------------------------------------------------------------------------------------------------------------
Junior Stock                                                                     4.7(f)
--------------------------------------------------------------------------------------------------------------------
knowledge of the Company; Company's knowledge                                    5.7(c)
--------------------------------------------------------------------------------------------------------------------
Letter Agreement                                                                 Recitals
--------------------------------------------------------------------------------------------------------------------
officers                                                                         5.7(c)
--------------------------------------------------------------------------------------------------------------------
Parity Stock                                                                     4.7(f)
--------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      -iv-
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                                                 Location of
Term                                                                             Definition
--------------------------------------------------------------------------------------------------------------------
                                <S>                                                 <C>
Pending Underwritten Offering                                                    4.5(m)
--------------------------------------------------------------------------------------------------------------------
Permitted Repurchases                                                            4.7(c)
--------------------------------------------------------------------------------------------------------------------
Piggyback Registration                                                           4.5(b)(iv)
--------------------------------------------------------------------------------------------------------------------
Plan                                                                             2.2(n)
--------------------------------------------------------------------------------------------------------------------
Preferred Shares                                                                 Recitals
--------------------------------------------------------------------------------------------------------------------
Preferred Stock                                                                  Recitals
--------------------------------------------------------------------------------------------------------------------
Previously Disclosed                                                             2.1(c)
--------------------------------------------------------------------------------------------------------------------
Proprietary Rights                                                               2.2(u)
--------------------------------------------------------------------------------------------------------------------
Purchase                                                                         Recitals
--------------------------------------------------------------------------------------------------------------------
Purchase Price                                                                   1.1
--------------------------------------------------------------------------------------------------------------------
Purchased Securities                                                             Recitals
--------------------------------------------------------------------------------------------------------------------
register; registered; registration                                               4.5(l)(iii)
--------------------------------------------------------------------------------------------------------------------
Registrable Securities                                                           4.5(l)(iv)
--------------------------------------------------------------------------------------------------------------------
Registration Expenses                                                            4.5(l)(v)
--------------------------------------------------------------------------------------------------------------------
Regulatory Agreement                                                             2.2(s)
--------------------------------------------------------------------------------------------------------------------
Rule 144; Rule 144A; Rule 159A; Rule 405; Rule 415                               4.5(l)(vi)
--------------------------------------------------------------------------------------------------------------------
Savings and Loan Holding Company                                                 4.10
--------------------------------------------------------------------------------------------------------------------
Schedules                                                                        Recitals
--------------------------------------------------------------------------------------------------------------------
SEC                                                                              2.2(k)
--------------------------------------------------------------------------------------------------------------------
Securities Act                                                                   2.2(a)
--------------------------------------------------------------------------------------------------------------------
Selling Expenses                                                                 4.5(l)(vii)
--------------------------------------------------------------------------------------------------------------------
Senior Executive Officers                                                        4.8
--------------------------------------------------------------------------------------------------------------------
Shelf Registration Statement                                                     4.5(b)(ii)
--------------------------------------------------------------------------------------------------------------------
Signing Date                                                                     2.1(b)
--------------------------------------------------------------------------------------------------------------------
Special Registration                                                             4.5(j)
--------------------------------------------------------------------------------------------------------------------
Subsidiary                                                                       5.7(a)
--------------------------------------------------------------------------------------------------------------------
Tax; Taxes                                                                       2.2(o)
--------------------------------------------------------------------------------------------------------------------
Transfer                                                                         4.4
--------------------------------------------------------------------------------------------------------------------
Warrant                                                                          Recitals
--------------------------------------------------------------------------------------------------------------------
Warrant Preferred Stock                                                          Recitals
--------------------------------------------------------------------------------------------------------------------
Warrant Shares                                                                   2.2(d)
--------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      -v-
<PAGE>

                 SECURITIES PURCHASE AGREEMENT - STANDARD TERMS

                                    Recitals:

                  WHEREAS, the United States Department of the Treasury (the
"Investor") may from time to time agree to purchase shares of preferred stock
and warrants from eligible financial institutions which elect to participate in
the Troubled Asset Relief Program Capital Purchase Program ("CPP");

         WHEREAS, an eligible financial institution electing to participate in
the CPP and issue securities to the Investor (referred to herein as the
"Company") shall enter into a letter agreement (the "Letter Agreement") with the
Investor which incorporates this Securities Purchase Agreement - Standard Terms;

         WHEREAS, the Company agrees to expand the flow of credit to U.S.
consumers and businesses on competitive terms to promote the sustained growth
and vitality of the U.S. economy;

         WHEREAS, the Company agrees to work diligently, under existing
programs, to modify the terms of residential mortgages as appropriate to
strengthen the health of the U.S. housing market;

         WHEREAS, the Company intends to issue in a private placement the number
of shares of the series of its Preferred Stock ("Preferred Stock") set forth on
Schedule A to the Letter Agreement (the "Preferred Shares") and a warrant to
purchase the number of shares of the series of its Preferred Stock ("Warrant
Preferred Stock") set forth on Schedule A to the Letter Agreement (the "Warrant"
and, together with the Preferred Shares, the "Purchased Securities") and the
Investor intends to purchase (the "Purchase") from the Company the Purchased
Securities; and

         WHEREAS, the Purchase will be governed by this Securities Purchase
Agreement - Standard Terms and the Letter Agreement, including the schedules
thereto (the "Schedules"), specifying additional terms of the Purchase.
 This Securities Purchase Agreement - Standard Terms (including the Annexes
hereto) and the Letter Agreement (including the Schedules thereto) are together
referred to as this "Agreement". All references in this Securities Purchase
Agreement - Standard Terms to "Schedules" are to the Schedules attached to the
Letter Agreement.

         NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements set forth herein, the
parties agree as follows:

                                    Article I
                                Purchase; Closing

                  1.1     Purchase. On the terms and subject to the conditions
set forth in this Agreement, the Company agrees to sell to the Investor, and the
Investor  agrees to purchase  from the Company,  at the Closing (as  hereinafter
defined),  the Purchased  Securities  for the price set forth on Schedule A (the
"Purchase Price").

<PAGE>

                  1.2     Closing.

         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 Schedule A, at the time and on the date set forth in Schedule A or
as soon as practicable thereafter, or at such other place, time and date as
shall be agreed between the Company and the Investor. The time and date on which
the Closing occurs is referred to in this Agreement as the "Closing Date".

         Subject to the fulfillment or waiver of the conditions to the Closing
in this Section 1.2, at the Closing the Company will deliver the Preferred
Shares and the Warrant, in each case as evidenced by one or more certificates
dated the Closing Date and bearing appropriate legends as hereinafter provided
for, in exchange for payment in full of the Purchase Price by wire transfer of
immediately available United States funds to a bank account designated by the
Company on Schedule A.

         The respective obligations of each of the Investor and the Company to
consummate the Purchase are subject to the fulfillment (or waiver by the
Investor and the Company, as applicable) prior to the Closing of the conditions
that (i) any approvals or authorizations of all United States 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 Purchased Securities as contemplated by this Agreement.

         The obligation of the Investor to consummate the Purchase is also
subject to the fulfillment (or waiver by the Investor) at or prior to the
Closing of each of the following conditions:

                  (A) the representations and warranties of the Company set
         forth in (x) Section 2.2(g) of this Agreement shall be true and correct
         in all respects as though made on and as of the Closing Date, (y)
         Sections 2.2(a) through (f) 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 (z) Sections 2.2(h)
         through (v) (disregarding all qualifications or limitations set forth
         in such representations and warranties as to "materiality", "Company
         Material Adverse Effect" and words of similar import) shall be true and
         correct as though made on and as 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
         1.2(d)(i)(A)(z) to be so true and correct, individually or in the
         aggregate, does not have and would not reasonably be expected to have a
         Company Material Adverse Effect and (B) the Company shall have
         performed in all material respects all obligations required to be
         performed by it under this Agreement at or prior to the Closing;

                                       -2-
<PAGE>

                  the Investor shall have received a certificate signed on
         behalf of the Company by a senior executive officer certifying to the
         effect that the conditions set forth in Section 1.2(d)(i) have been
         satisfied;

                  the Company shall have duly adopted and filed with the
         Secretary of State of its jurisdiction of organization or other
         applicable Governmental Entity the amendment to its certificate or
         articles of incorporation, articles of association, or similar
         organizational document ("Charter") in substantially the form attached
         hereto as Annex A and Annex B (the "Certificate of Designations") and
         such filing shall have been accepted;

                  (A) the Company shall have effected such changes to its
         compensation, bonus, incentive and other benefit plans, arrangements
         and agreements (including golden parachute, severance and employment
         agreements) (collectively, "Benefit Plans") with respect to its Senior
         Executive Officers (and to the extent necessary for such changes to be
         legally enforceable, each of its Senior Executive Officers shall have
         duly consented in writing to such changes), as may be necessary, during
         the period that the Investor owns any debt or equity securities of the
         Company acquired pursuant to this Agreement or the Warrant, in order to
         comply with Section 111(b) of the Emergency Economic Stabilization Act
         of 2008 ("EESA") as implemented by guidance or regulation thereunder
         that has been issued and is in effect as of the Closing Date, and (B)
         the Investor shall have received a certificate signed on behalf of the
         Company by a senior executive officer certifying to the effect that the
         condition set forth in Section 1.2(d)(iv)(A) has been satisfied;

                  each of the Company's Senior Executive Officers shall have
         delivered to the Investor a written waiver in the form attached hereto
         as Annex C releasing the Investor from any claims that such Senior
         Executive Officers may otherwise have as a result of the issuance, on
         or prior to the Closing Date, of any regulations which require the
         modification of, and the agreement of the Company hereunder to modify,
         the terms of any Benefit Plans with respect to its Senior Executive
         Officers to eliminate any provisions of such Benefit Plans that would
         not be in compliance with the requirements of Section 111(b) of the
         EESA as implemented by guidance or regulation thereunder that has been
         issued and is in effect as of the Closing Date;

                  the Company shall have delivered to the Investor a written
         opinion from counsel to the Company (which may be internal counsel),
         addressed to the Investor and dated as of the Closing Date, in
         substantially the form attached hereto as Annex D;

                  the Company shall have delivered certificates in proper form
         or, with the prior consent of the Investor, evidence of shares in
         book-entry form, evidencing the Preferred Shares to Investor or its
         designee(s); and

                  the Company shall have duly executed the Warrant in
         substantially the form attached hereto as Annex E and delivered such
         executed Warrant to the Investor or its designee(s).

                                       -3-
<PAGE>

                  1.3     Interpretation. When a reference is made in this
Agreement to  "Recitals,"  "Articles,"  "Sections,"  or "Annexes" such reference
shall be to a  Recital,  Article  or Section  of, or Annex to,  this  Securities
Purchase  Agreement - Standard Terms, and a reference to "Schedules" shall be to
a Schedule to the Letter Agreement,  in each case,  unless otherwise  indicated.
The terms  defined in the singular  have a  comparable  meaning when used in the
plural, and vice versa.  References to "herein",  "hereof",  "hereunder" and the
like refer to this  Agreement  as a whole and not to any  particular  section or
provision,  unless the context  requires  otherwise.  The table of contents  and
headings contained in this Agreement are for reference purposes only and are not
part of this Agreement.  Whenever the words "include," "includes" or "including"
are used in this Agreement,  they shall be deemed followed by the words "without
limitation." No rule of construction  against the draftsperson  shall be applied
in connection with the interpretation or enforcement of this Agreement,  as this
Agreement is the product of negotiation 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  generally are  authorized or required by law or other  governmental
actions to close.

                                   Article II
                         Representations and Warranties

                  2.1     Disclosure.

         On or prior to the Signing Date, the Company delivered to the Investor
a schedule (Disclosure Schedule") setting forth, among other things, items the
disclosure of which is necessary or appropriate either in response to an express
disclosure requirement contained in a provision hereof or as an exception to one
or more representations or warranties contained in Section 2.2.

         "Company Material Adverse Effect" means a material adverse effect on
(i) the business, results of operation or financial condition 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 date of the Letter Agreement (the "Signing Date") in general
business, economic or market conditions (including changes generally in
prevailing interest rates, credit availability and liquidity, currency exchange
rates and price levels or trading volumes in the United States or foreign
securities or credit markets), or any outbreak or escalation of hostilities,
declared or undeclared acts of war or terrorism, in each case generally
affecting the industries in which the Company and its subsidiaries operate, (B)
changes or proposed changes after the Signing Date in generally accepted
accounting principles in the United States ("GAAP") or regulatory accounting
requirements, or authoritative interpretations thereof, or (C) changes or
proposed changes after the Signing Date in securities, banking and other laws of
general applicability or related policies or interpretations of 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 the other
transactions contemplated by this Agreement and the Warrant and perform its
obligations hereunder or thereunder on a timely basis.

                                       -4-
<PAGE>


         "Previously Disclosed" means information set forth on the Disclosure
Schedule, provided, however, that disclosure in any section of such Disclosure
Schedule shall apply only to the indicated section of this Agreement except to
the extent that it is reasonably apparent from the face of such disclosure that
such disclosure is relevant to another section of this Agreement.

                  2.2     Representations and Warranties of the Company. Except
as Previously  Disclosed,  the Company  represents  and warrants to the Investor
that as of the  Signing  Date and as of the  Closing  Date (or such  other  date
specified herein):

         Organization, Authority and Significant Subsidiaries. The Company has
been duly incorporated and is validly existing and in good standing under the
laws of its jurisdiction of organization, with the necessary power and authority
to own its properties and conduct its business in all material respects as
currently conducted, and except as has not, individually or in the aggregate,
had and would not reasonably be expected to have a Company Material Adverse
Effect, has been duly qualified as a foreign corporation for the transaction of
business and is in good standing under the laws 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 of the Company, copies of which have been
provided to the Investor 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.

         Capitalization. The authorized capital stock of the Company, and the
outstanding capital stock of the Company (including securities convertible into,
or exercisable or exchangeable for, capital stock of the Company) as of the most
recent fiscal month-end preceding the Signing Date (the "Capitalization Date")
is set forth on Schedule B. The outstanding shares of capital stock of the
Company have been duly authorized and are validly issued and outstanding, fully
paid and nonassessable, and subject to no preemptive 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 Common Stock ("Common Stock") that is not reserved for
issuance as specified on Schedule B, and the Company has not made any other
commitment to authorize, issue or sell any Common Stock. Since the
Capitalization Date, the Company has not issued any shares of Common Stock,
other than (i) shares issued upon the exercise of stock options or delivered
under other equity-based awards or other convertible securities or warrants
which were issued and outstanding on the Capitalization Date and disclosed on
Schedule B and (ii) shares disclosed on Schedule B. Each holder of 5% or more of
any class of capital stock of the Company and such holder's primary address are
set forth on Schedule B.

                                       -5-
<PAGE>

         Preferred Shares. The Preferred Shares have been duly and validly
authorized, and, when issued and delivered pursuant to this Agreement, such
Preferred Shares will be duly and validly issued and fully paid and
non-assessable, will not be issued in violation of any preemptive rights, and
will rank pari passu with or senior to all other series or classes of Preferred
Stock, whether or not issued or outstanding, with respect to the payment of
dividends and the distribution of assets in the event of any dissolution,
liquidation or winding up of the Company.

         The Warrant and Warrant Shares. The Warrant has been duly authorized
and, when executed and delivered as contemplated hereby, will constitute a valid
and legally binding obligation 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 ("Bankruptcy Exceptions"). The shares of Warrant Preferred Stock
issuable upon exercise of the Warrant (the "Warrant Shares") have been duly
authorized and reserved for issuance upon exercise of the Warrant and when so
issued in accordance with the terms of the Warrant will be validly issued, fully
paid and non-assessable, and will rank pari passu with or senior to all other
series or classes of Preferred Stock, whether or not issued or outstanding, with
respect to the payment of dividends and the distribution of assets in the event
of any dissolution, liquidation or winding up of the Company.

         Authorization, Enforceability.

                  The Company has the corporate power and authority to execute
         and deliver this Agreement and the Warrant and to carry out its
         obligations hereunder and thereunder (which includes the issuance of
         the Preferred Shares, Warrant and Warrant Shares). The execution,
         delivery and performance by the Company of this Agreement and the
         Warrant and the consummation of the transactions contemplated hereby
         and thereby have been duly authorized by all necessary corporate action
         on the part of the Company and its stockholders, 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 the
         Bankruptcy Exceptions.

                  The execution, delivery and performance by the Company of this
         Agreement and the Warrant and the consummation of the transactions
         contemplated hereby and thereby and compliance by the Company with the
         provisions hereof and thereof, will not (A) violate, conflict with, or
         result in a breach 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 a "Company
         Subsidiary" and, collectively, the "Company Subsidiaries") under any of
         the terms, conditions or provisions of (i) its organizational documents
         or (ii) 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 (B) subject to compliance with
         the statutes and regulations referred to in the next paragraph, violate
         any statute, rule or regulation or any judgment, ruling, order, writ,
         injunction or decree applicable to the Company or any Company
         Subsidiary or any of their respective properties or assets except, in
         the case of clauses (A)(ii) and (B), for those occurrences that,
         individually or in the aggregate, have not had and would not reasonably
         be expected to have a Company Material Adverse Effect.

                                       -6-
<PAGE>

                  Other than the filing of the Certificate of Designations with
         the Secretary of State of its jurisdiction of organization or other
         applicable Governmental Entity, such filings and approvals as are
         required to be made or obtained under any state "blue sky" laws and
         such as have been made or obtained, no notice to, filing with,
         exemption or review by, or authorization, consent or approval of, any
         Governmental Entity is required to be 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.

         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 Warrant and the
consummation of the transactions contemplated hereby and thereby, including the
exercise of the Warrant in accordance with its terms, will be exempt from any
anti-takeover or similar provisions of the Company's 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.

         No Company Material Adverse Effect. Since the last day of the last
completed fiscal period for which financial statements are included in the
Company Financial Statements (as defined below), no fact, circumstance, event,
change, occurrence, condition or development has occurred that, individually or
in the aggregate, has had or would reasonably be expected to have a Company
Material Adverse Effect.

         Company Financial Statements. The Company has Previously Disclosed 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 the audited financial statements are
available prior to the Signing Date) and each completed quarterly period since
the last completed fiscal year (collectively the "Company Financial
Statements"). The Company Financial Statements present fairly in all material
respects the consolidated financial position 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.

         Reports.

                                       -7-
<PAGE>

                  Since December 31, 2006, 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.

                  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 2.2(i)(ii). The Company (A) has
         implemented and maintains 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 (B) 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 (x) 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 (y) 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.

         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 or reserved
against in the Company Financial Statements to the extent required to be so
reflected or reserved against in accordance with GAAP, except for (A)
liabilities that have arisen since the last fiscal year end in the ordinary and
usual course of business and consistent with past practice and (B) liabilities
that, individually or in the aggregate, have not had and would not reasonably be
expected to have a Company Material Adverse Effect.

         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 Purchased 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 Purchased Securities to Investor pursuant to this Agreement
to the registration requirements of the Securities Act.

                                       -8-
<PAGE>

         Litigation and Other Proceedings. Except (i) as set forth on Schedule C
or (ii) 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.

         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 on Schedule D, the
Company and the Company Subsidiaries have complied in all respects and are not
in default or violation of, and none of them is, to the knowledge 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
or as set forth on Schedule D, 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.

         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 (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 PBGC 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.

                                       -9-
<PAGE>

         Taxes. Except as would not, individually or in the aggregate,
reasonably be expected to have a Company Material Adverse Effect, (i) the
Company and the Company Subsidiaries have filed all federal, state, local and
foreign income and franchise Tax returns required to be filed through the
Signing Date, subject to permitted extensions, and have paid all Taxes due
thereon, and (ii) no Tax deficiency has been determined adversely to the Company
or any of the Company Subsidiaries, nor does the Company have any knowledge of
any Tax deficiencies. "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 or penalty, imposed by any Governmental Entity.

         Properties and Leases. Except as would not, individually or in the
aggregate, reasonably be expected to have a Company Material Adverse Effect, the
Company and the Company Subsidiaries have good and marketable title to all real
properties and all other properties and assets owned by them, in each case free
from liens, encumbrances, claims and defects that would affect the value thereof
or interfere with the use made or to be made thereof by them. Except as would
not, individually or in the aggregate, reasonably be expected to have a Company
Material Adverse Effect, the Company and the Company Subsidiaries hold all
leased real or personal property under valid and enforceable leases with no
exceptions that would interfere with the use made or to be made thereof by them.

         Environmental Liability. Except as would not, individually or in the
aggregate, reasonably be expected to have a Company Material Adverse Effect:

                  there is no legal, administrative, or other proceeding, claim
         or action of any nature seeking to impose, or that would reasonably be
         expected to result in the imposition of, on the Company or any Company
         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;

                                       -10-
<PAGE>

                  to the Company's knowledge,  there is no reasonable basis for
         any such proceeding, claim or action; and

                  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.

         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.

         Agreements with Regulatory Agencies. Except as set forth on Schedule E,
neither the Company nor any Company Subsidiary is subject to any material
cease-and-desist or other similar order or enforcement action issued by, or is a
party to any material written agreement, consent agreement or memorandum of
understanding with, or is a party to any commitment letter or similar
undertaking to, or is subject to any capital directive by, or since December 31,
2006, has adopted any board resolutions at the request of, any Governmental
Entity (other than the Appropriate Federal Banking Agencies with jurisdiction
over the Company and the Company Subsidiaries) that currently restricts in any
material respect 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,
2006 by any such Governmental Entity that it is considering issuing, initiating,
ordering, or requesting any such Regulatory Agreement. The Company and each
Company Subsidiary are in compliance in all material respects 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 in all material respects with any such Regulatory Agreement.
"Appropriate Federal Banking Agency" means the "appropriate Federal banking
agency" with respect to the Company or such Company Subsidiaries, as applicable,
as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C.
Section 1813(q)).

         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 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.

                                       -11-
<PAGE>

         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 or 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 January 1,
2006 alleging that any person has infringed, diluted, misappropriated or
violated, any of the Proprietary Rights owned by the Company and the Company
Subsidiaries.

         Brokers and Finders. No broker, finder or investment banker is entitled
to any financial advisory, brokerage, finder's or other fee or commission in
connection with this Agreement or the Warrant or the transactions contemplated
hereby or thereby based upon arrangements made by or on behalf of the Company or
any Company Subsidiary for which the Investor could have any liability.

                                   Article III
                                    Covenants

                  3.1     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.

                  3.2     Expenses. Unless otherwise provided in this Agreement
or the  Warrant,  each of the  parties  hereto  will  bear and pay all costs and
expenses  incurred by it or on its behalf in  connection  with the  transactions
contemplated  under this Agreement and the Warrant,  including fees and expenses
of its own financial or other consultants,  investment bankers,  accountants and
counsel.

                                       -12-
<PAGE>

                  3.3     Sufficiency of Authorized Preferred Stock;
Exchange Listing.

         During the period from the Closing Date until the date on which the
Warrant has been fully exercised, the Company shall at all times have reserved
for issuance, free of preemptive or similar rights, a sufficient number of
authorized and unissued Warrant Shares to effectuate such exercise.

         If the Company lists its Common Stock on any national securities
exchange, the Company shall, if requested by the Investor, promptly use its
reasonable best efforts to cause the Preferred Shares and Warrant Shares to be
approved for listing on a national securities exchange as promptly as
practicable following such request.

                  3.4     Certain Notifications Until Closing. From the Signing
Date until the Closing,  the Company shall  promptly  notify the Investor of (i)
any fact,  event or circumstance of which it is aware and which would reasonably
be expected to cause any  representation or warranty 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 3.4 shall not limit or affect any rights of or remedies available to the
Investor;  provided,  further,  that a failure to comply  with this  Section 3.4
shall not  constitute a breach of this Agreement or the failure of any condition
set forth in Section 1.2 to be satisfied unless the underlying  Company Material
Adverse Effect or material breach would independently result in the failure of a
condition set forth in Section 1.2 to be satisfied.

                  3.5     Access, Information and Confidentiality

         From the Signing Date until the date when the Investor holds an amount
of Preferred Shares having an aggregate liquidation value of less than 10% of
the Purchase Price, the Company will permit the Investor and its agents,
consultants, contractors and advisors (x) acting through the Appropriate Federal
Banking Agency, or otherwise to the extent necessary to evaluate, manage, or
transfer its investment in the Company, to examine the corporate books and make
copies thereof and to discuss the affairs, finances and accounts of the Company
and the Company Subsidiaries with the principal officers of the Company, all
upon reasonable notice and at such reasonable times and as often as the Investor
may reasonably request and (y) to review any information material to the
Investor's investment in the Company provided by the Company to its Appropriate
Federal Banking Agency. Any investigation pursuant to this Section 3.5 shall be
conducted during normal business hours and in such manner as not to interfere
unreasonably with the conduct of the business of the Company, and nothing herein
shall require the Company or any Company Subsidiary to disclose any information
to the Investor to the extent (i) prohibited by applicable law or regulation, or
(ii) that such disclosure would reasonably be expected to cause a violation 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 (ii) apply).

                                       -13-
<PAGE>

         From the Signing Date until the date on which all of the Preferred
Shares and Warrant Shares have been redeemed in whole, the Company will deliver,
or will cause to be delivered, to the Investor:

                  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 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; and

                  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 other stockholders of the Company or
         Company management.

         The Investor will use reasonable best efforts to hold, and will use
reasonable best efforts to cause its agents, consultants, contractors and
advisors to hold, in confidence all nonpublic 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 (i) previously known by such
party on a non-confidential basis, (ii) in the public domain through no fault of
such party or (iii) 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 the Investor from
disclosing any Information to the extent required by applicable laws or
regulations or by any subpoena or similar legal process.

         The Investor's information rights pursuant to Section 3.5(b) may be
assigned by the Investor to a transferee or assignee of the Purchased Securities
or the Warrant Shares or with a liquidation preference or, in the case of the
Warrant, the liquidation preference of the underlying shares of Warrant
Preferred Stock, no less than an amount equal to 2% of the initial aggregate
liquidation preference of the Preferred Shares.

                                   Article IV
                              Additional Agreements

                  4.1     Purchase for Investment. The Investor acknowledges
that the Purchased  Securities and the Warrant  Shares have not been  registered
under the Securities Act or under any state securities laws. The Investor (a) is
acquiring the Purchased  Securities  pursuant to an exemption from  registration
under the  Securities  Act solely for  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 Purchased Securities or the Warrant Shares, 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.

                                       -14-
<PAGE>

                  4.2     Legends.

         The Investor agrees that all certificates or other instruments
representing the Warrant and the Warrant Shares will bear a legend substantially
to the following effect:

         "THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
         ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
         EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT
         UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
         EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS."

         THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND
         OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER
         OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF
         WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS
         INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN
         COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN
         COMPLIANCE WITH SAID AGREEMENT WILL BE VOID."

         In addition, the Investor agrees that all certificates or other
instruments representing the Preferred Shares and the Warrant Shares will bear a
legend substantially to the following effect:

         "THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS
         ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED
         BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
         AGENCY.

         THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR
         OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING
         THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
         LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR
         SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS
         INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION
         FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
         ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS
         ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A "QUALIFIED 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 ISSUER OR
         (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO
         EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE
         TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

                                       -15-
<PAGE>

         THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND
         OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER
         OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF
         WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS
         INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN
         COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN
         COMPLIANCE WITH SAID AGREEMENT WILL BE VOID."

         In the event that any Purchased Securities or Warrant Shares (i) become
registered under the Securities Act or (ii) are eligible to be transferred
without restriction in accordance with Rule 144 or another exemption from
registration under the Securities Act (other than Rule 144A), the Company shall
issue new certificates or other instruments representing such Purchased
Securities or Warrant Shares, which shall not contain the applicable legends in
Sections 4.2(a) and (B) above; provided that the Investor surrenders to the
Company the previously issued certificates or other instruments.

                  4.3     Certain Transactions. The Company will 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.

                  4.4     Transfer of Purchased Securities and Warrant Shares;
Restrictions on Exercise of the Warrant. Subject to compliance with applicable
securities laws, the Investor shall be permitted to transfer, sell, assign or
otherwise dispose of ("Transfer") all or a portion of the Purchased Securities
or Warrant Shares at any time, and the Company shall take all steps as may be
reasonably requested by the Investor to facilitate the Transfer of the Purchased
Securities and the Warrant Shares; provided that the Investor shall not Transfer
any Purchased Securities or Warrant Shares if such transfer would require the
Company to be subject to the periodic reporting requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). In
furtherance of the foregoing, the Company shall provide reasonable cooperation
to facilitate any Transfer of the Purchased Securities or Warrant Shares,
including, as is reasonable under the circumstances, by furnishing such
information concerning the Company and it's business as a proposed transferee
may reasonably request (including such information as is required by Section
4.5(k)) and making management of the Company reasonably available to respond to
questions of a proposed transferee in accordance with customary practices,
subject in all cases to the proposed transferee agreeing to a customary
confidentiality agreement.

                                       -16-
<PAGE>

                  4.5     Registration Rights.

         Unless and until the Company becomes subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company shall have
no obligation to comply with the provisions of this Section 4.5 (other than
Section 4.5(b)(iv)-(vi)); provided that the Company covenants and agrees that it
shall comply with this Section 4.5 as soon as practicable after the date that it
becomes subject to such reporting requirements.

         Registration.

                  Subject to the terms and conditions of this Agreement, the
         Company covenants and agrees that as promptly as practicable after the
         date that the company becomes subject to the reporting requirements of
         Section 13 or 15(d) 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 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 on 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 the Investor.

                  Any registration pursuant to Section 4.5(b)(i) shall be
         effected by means of a shelf registration on an appropriate form under
         Rule 415 under the Securities Act (a "Shelf Registration Statement").
         If the Investor or any other 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 4.5(d); provided that the Company shall
         not be required to facilitate an underwritten offering of Registrable
         Securities unless the expected gross proceeds from such offering exceed
         (i) 2% of the initial aggregate liquidation preference of the Preferred
         Shares if such initial aggregate liquidation preference is less than $2
         billion and (ii) $200 million if the initial aggregate liquidation
         preference of the Preferred Shares is equal to or greater than $2
         billion. The lead underwriters in any such distribution shall be
         selected by the Holders of a majority of the Registrable Securities to
         be distributed; provided that to the extent appropriate and permitted
         under applicable law, such Holders shall consider the qualifications of
         any broker-dealer Affiliate of the Company in selecting the lead
         underwriters in any such distribution.

                                       -17-
<PAGE>

                  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
         4.5(b): (A) with respect to securities that are not Registrable
         Securities; or (B) if the Company has notified the Investor and all
         other Holders that in the good faith judgment of the Board of
         Directors, it would be materially detrimental to the Company or its
         securityholders for such registration or underwritten offering to be
         effected at such time, in which event the Company shall have the right
         to defer such registration for a period of not more than 45 days after
         receipt of the request of the Investor or any other 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.

                  If during any period when an effective Shelf Registration
         Statement is not available, the Company proposes to register any of its
         equity securities, other than a registration pursuant to Section
         4.5(b)(i) 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 the Investor and all other 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 4.5(b)(iv)
         prior to the effectiveness of such registration, whether or not
         Investor or any other Holders have elected to include Registrable
         Securities in such registration.

                  If the registration referred to in Section 4.5(b)(iv) is
         proposed to be underwritten, the Company will so advise Investor and
         all other Holders as a part of the written notice given pursuant to
         Section 4.5(b)(iv). In such event, the right of Investor and all other
         Holders to registration pursuant to Section 4.5(b) will be conditioned
         upon such persons' participation in such underwriting and the inclusion
         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 the
         Investor (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 the Investor (if the Investor is
         participating in the underwriting).

                                       -18-
<PAGE>

                  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 4.5(b)(ii) or (y) a Piggyback Registration under Section
         4.5(b)(iv) 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
         4.5(b)(iv), the securities the Company proposes to sell, (B) then the
         Registrable Securities of the Investor and all other Holders who have
         requested inclusion of Registrable Securities pursuant to Section
         4.5(b)(ii) or Section 4.5(b)(iv), as applicable, pro rata on the basis
         of the aggregate number of such securities or shares owned by each such
         person 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.

         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.

         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:

                  Prepare and file with the SEC a prospectus supplement or
         post-effective amendment with respect to a proposed offering of
         Registrable Securities pursuant to an effective registration statement,
         subject to Section 4.5(d), keep such registration statement effective
         and keep such prospectus supplement current until the securities
         described therein are no longer Registrable Securities.

                                       -19-
<PAGE>

                  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.

                  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 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.

                  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.

                  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.

                  Give written notice to the Holders:

                          when any registration statement filed pursuant to
                  Section 4.5(a) or any amendment thereto has been filed with
                  the SEC (except for any amendment effected by the filing 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;

                          of any request by the SEC for amendments or
                  supplements to any registration statement or the prospectus
                  included therein or for additional information;

                          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;

                                       -20-
<PAGE>

                          of the receipt by the Company or its legal counsel of
                  any notification with respect to the suspension of the
                  qualification of the Common Stock for sale in any jurisdiction
                  or the initiation or threatening of any proceeding for such
                  purpose;

                          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

                          if at any time the representations and warranties of
                  the Company contained in any underwriting agreement
                  contemplated by Section 4.5(d)(x) cease to be true and
                  correct.

                  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 4.5(d)(vi)(C) at the
         earliest practicable time.

                  Upon the occurrence of any event contemplated by Section
         4.5(d)(v) or 4.5(d)(vi)(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 4.5(d)(vi)(E)
         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.

                  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).

                  If an underwritten offering is requested pursuant to Section
         4.5(b)(ii), enter into an underwriting agreement in customary form,
         scope and substance and take all 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 the Investor 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 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 (i) above and to evidence compliance with any
         customary conditions contained in the underwriting agreement or other
         agreement entered into by the Company.

                                       -21-
<PAGE>

                  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.

                  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 the Investor may designate.

                  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.

                                       -22-
<PAGE>

                  Timely provide to its security holders earning statements
         satisfying the provisions of Section 11(a) of the Securities Act and
         Rule 158 thereunder.

         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, the Investor and each Holder of Registrable Securities shall
forthwith discontinue disposition of Registrable Securities until the Investor
and/or Holder has received copies of a supplemented or amended prospectus or
prospectus supplement, or until the Investor and/or such Holder is advised in
writing by the Company that the use of the prospectus and, if applicable,
prospectus supplement may be resumed, and, if so directed by the Company, the
Investor and/or such Holder shall deliver to the Company (at the Company's
expense) all copies, other than permanent file copies then in the Investor
and/or 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.

         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.

         Furnishing Information.

                  Neither the Investor nor any 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.

                  It shall be a condition precedent to the obligations of the
         Company to take any action pursuant to Section 4.5(d) that Investor
         and/or 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.

         Indemnification.

                  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 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.

                                       -23-
<PAGE>

                  If the indemnification provided for in Section 4.5(h)(i) 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 4.5(h)(ii) 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 4.5(h)(i). 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.

         Assignment of Registration Rights. The rights of the Investor to
registration of Registrable Securities pursuant to Section 4.5(b) may be
assigned by the Investor to a transferee or assignee of Registrable Securities
with a liquidation preference or, in the case of the Warrant, the liquidation
preference of the underlying shares of Warrant Preferred Stock, no less than an
amount equal to (i) 2% of the initial aggregate liquidation preference of the
Preferred Shares if such initial aggregate liquidation preference is less than
$2 billion and (ii) $200 million if the initial aggregate liquidation preference
of the Preferred Shares is equal to or greater than $2 billion; 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.

                                       -24-
<PAGE>

         Clear Market. With respect to any underwritten offering of Registrable
Securities by the Investor or other Holders pursuant to this Section 4.5, the
Company agrees not to effect (other than pursuant to such registration or
pursuant to a Special Registration) any public sale or distribution, or to file
any Shelf Registration Statement (other than such registration or a Special
Registration) covering any preferred stock of the Company or any securities
convertible into or exchangeable or exercisable for preferred stock, 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. "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.

         Rule 144; Rule 144A. With a view to making available to the Investor
and Holders the benefits of certain rules and regulations of the SEC which may
permit the sale of the Registrable Securities to the public without
registration, the Company agrees to use its reasonable best efforts to:

                  make and keep public information available, as those terms are
         understood and defined in Rule 144(c)(1) or any similar or analogous
         rule promulgated under the Securities Act, at all times after the
         Signing Date;

                  (A) file with the SEC, in a timely manner, all reports and
         other documents required of the Company under the Exchange Act, and (B)
         if at any time the Company is not required to file such reports, make
         available, upon the request of any Holder, such information necessary
         to permit sales pursuant to Rule 144A (including the information
         required by Rule 144A(d)(4) under the Securities Act);

                  so long as the Investor or a Holder owns any Registrable
         Securities, furnish to the Investor or such Holder forthwith upon
         request: a written statement by the Company as to its compliance with
         the reporting requirements of Rule 144 under the Securities Act, and of
         the Exchange Act; a copy of the most recent annual or quarterly report
         of the Company; and such other reports and documents as the Investor or
         Holder may reasonably request in availing itself of any rule or
         regulation of the SEC allowing it to sell any such securities to the
         public without registration; and

                                       -25-
<PAGE>

                  take such further action as any Holder may reasonably request,
         all to the extent required from time to time to enable such Holder to
         sell Registrable Securities without registration under the Securities
         Act.

         As used in this Section 4.5, the following terms shall have the
following respective meanings:

                  "Holder" means the Investor and any other holder of
         Registrable Securities to whom the registration rights conferred by
         this Agreement have been transferred in compliance with Section 4.5(h)
         hereof.

                  "Holders' Counsel" means one counsel for the selling Holders
         chosen by Holders holding a majority interest in the Registrable
         Securities being registered.

                  "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 (B) filing
         a prospectus and/or prospectus supplement in respect of an appropriate
         effective registration statement on Form S-3.

                  "Registrable Securities" means (A) all Preferred Shares, (B)
         the Warrant (subject to Section 4.5(q)) and (C) any equity securities
         issued or issuable directly or indirectly with respect to the
         securities referred to in the foregoing clauses (A) or (B) by way of
         conversion, exercise or exchange thereof, including the Warrant Shares,
         or share dividend or share split or in connection with a combination of
         shares, 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) except as provided below in Section 4.5(p), they
         may be sold pursuant to Rule 144 without limitation thereunder on
         volume or manner of sale, (3) they shall have ceased to be outstanding
         or (4) they have been sold in a private transaction in which the
         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.

                  "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 Section
         4.5, including all registration, filing and listing fees, printing
         expenses, fees and disbursements of counsel for the Company, blue sky
         fees and expenses, expenses incurred in connection with any "road
         show", the reasonable fees and disbursements of Holders' Counsel, and
         expenses of the Company's independent accountants in connection with
         any regular or special reviews or audits incident to or required by any
         such registration, but shall not include Selling Expenses.

                                       -26-
<PAGE>

                  "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.

                  "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).

         At any time, any holder of Securities (including any Holder) may elect
to forfeit its rights set forth in this Section 4.5 from that date forward;
provided, that a Holder forfeiting such rights shall nonetheless be entitled to
participate under Section 4.5(b)(iv) - (vi) 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 4.5(g) with respect to
any prior registration or Pending Underwritten Offering. "Pending Underwritten
Offering" means, with respect to any Holder forfeiting its rights pursuant to
this Section 4.5(m), any underwritten offering of Registrable Securities in
which such Holder has advised the Company of its intent to register its
Registrable Securities either pursuant to Section 4.5(b)(ii) or 4.5(b)(iv) prior
to the date of such Holder's forfeiture.

         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 Section 4.5 and that the Investor and the Holders from
time to time may be irreparably harmed by any such failure, and accordingly
agree that the Investor and such Holders, in addition to any other remedy to
which they may be 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 Section 4.5 in
accordance with the terms and conditions of this Section 4.5.

         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 the Investor and the Holders under this Section 4.5
or that otherwise conflicts with the provisions hereof in any manner that may
impair the rights granted to the Investor and the Holders under this Section
4.5. In the event the Company has, prior to the Signing Date, entered into any
agreement with respect to its securities that is inconsistent with the rights
granted to the Investor and the Holders under this Section 4.5 (including
agreements that are inconsistent with the order of priority contemplated by
Section 4.5(b)(vi)) or that may otherwise conflict with the provisions hereof,
the Company shall use its reasonable best efforts to amend such agreements to
ensure they are consistent with the provisions of this Section 4.5.

         Certain Offerings by the Investor. In the case of any securities held
by the Investor that cease to be Registrable Securities solely by reason of
clause (2) in the definition of "Registrable Securities," the provisions of
Sections 4.5(b)(ii), clauses (iv), (ix) and (x)-(xii) of Section 4.5(d), Section
4.5(h) and Section 4.5(j) shall continue to apply until such securities
otherwise cease to be Registrable Securities. In any such case, an
"underwritten" offering or other disposition shall include any distribution of
such securities on behalf of the Investor by one or more broker-dealers, 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.

                                       -27-
<PAGE>

         Registered Sales of the Warrant. The Holders agree to sell the Warrant
or any portion thereof under the Shelf Registration Statement only beginning 30
days after notifying the Company of any such sale, during which 30-day period
the Investor and all Holders of the Warrant shall take reasonable steps to agree
to revisions to the Warrant to permit a public distribution of the Warrant,
including entering into a warrant agreement and appointing a warrant agent.

                  4.6     Depositary Shares. Upon request by the Investor at any
time following the Closing Date, the Company shall promptly enter into a
depositary arrangement, pursuant to customary agreements reasonably satisfactory
to the Investor and with a depositary reasonably acceptable to the Investor,
pursuant to which the Preferred Shares or the Warrant Shares may be deposited
and depositary shares, each representing a fraction of a Preferred Share or
Warrant Share, as applicable, as specified by the Investor, may be issued. From
and after the execution of any such depositary arrangement, and the deposit of
any Preferred Shares or Warrant Shares, as applicable, pursuant thereto, the
depositary shares issued pursuant thereto shall be deemed "Preferred Shares",
Warrant Shares and, as applicable, "Registrable Securities" for purposes of this
Agreement.

                  4.7     Restriction on Dividends and Repurchases

         Prior to the earlier of (x) the third anniversary of the Closing Date
and (y) the date on which all of the Preferred Shares and Warrant Shares have
been redeemed in whole or the Investor has transferred all of the Preferred
Shares and Warrant Shares to third parties which are not Affiliates of the
Investor, neither the Company nor any Company Subsidiary shall, without the
consent of the Investor, declare or pay any dividend or make any distribution on
capital stock or other equity securities of any kind of the Company or any
Company Subsidiary (other than (i) regular quarterly cash dividends of not more
than the amount of the last quarterly cash dividend per share declared or, if
lower, announced to its holders of Common Stock an intention to declare, on the
Common Stock prior to November 17, 2008, as adjusted for any stock split, stock
dividend, reverse stock split, reclassification or similar transaction, (ii)
dividends payable solely in shares of Common Stock and (iii) regular on shares
of preferred stock in accordance with the terms thereof and which are permitted
under the terms of the Preferred Shares and the Warrant Shares, (iv) dividends
or distributions by any wholly-owned Company Subsidiary or (v) dividends or
distributions by any Company Subsidiary required pursuant to binding contractual
agreements entered into prior to November 17, 2008).

         During the period beginning on the third anniversary of the Closing
Date and ending on the earlier of (i) the tenth anniversary of the Closing Date
and (ii) the date on which all of the Preferred Shares and Warrant Shares have
been redeemed in whole or the Investor has transferred all of the Preferred
Shares and Warrant Shares to third parties which are not Affiliates of the
Investor, neither the Company or any Company Subsidiary shall, without the
consent of the Investor, (A) pay any per share dividend or distribution on
capital stock or other equity securities of any kind of the Company at a per
annum rate that is in excess of 103% of the aggregate per share dividends and
distributions for the immediately prior fiscal year (other than regular
dividends on shares of preferred stock in accordance with the terms thereof and
which are permitted under the terms of the Preferred Shares and the Warrant
Shares); provided that no increase in the aggregate amount of dividends or
distributions in Common Stock shall be permitted as a result of any dividends or
distributions paid in shares of Common Stock, any stock split or any similar
transaction or (B) pay aggregate dividends or distributions on capital stock or
other equity securities of any kind of any Company Subsidiary that is in excess
of 103% of the aggregate dividends and distributions paid for the immediately
prior fiscal year (other than in the case of this clause (B), (1) regular
dividends on shares of preferred stock in accordance with the terms thereof and
which are permitted under the terms of the Preferred Shares and the Warrant
Shares, (2) dividends or distributions by any wholly-owned Company Subsidiary,
(3) dividends or distributions by any company subsidiary required pursuant to
binding contractual agreements entered into prior to November 17, 2008) or (4)
dividends or distributions on newly issued shares of capital stock for cash or
other property.

                                       -28-
<PAGE>

         Prior to the earlier of (x) the tenth anniversary of the Closing Date
and (y) the date on which all of the Preferred Shares and Warrant Shares have
been redeemed in whole or the Investor has transferred all of the Preferred
Shares and Warrant Shares to third parties which are not Affiliates of the
Investor, redeem, purchase or acquire any shares of Common Stock or other
capital stock or other equity securities of any kind of the Company or any
Company Subsidiary or any trust preferred securities issued by the Company or
any Affiliate of the Company, other than (i) redemptions, purchases or other
acquisitions of the Preferred Shares and Warrant shares, (ii) in connection with
the administration of any employee benefit plan in the ordinary course of
business and consistent with past practice, (iii) the acquisition by the Company
or any of the Company Subsidiaries of record ownership in Junior Stock or Parity
Stock for the beneficial ownership of any other persons (other than the Company
or any other Company Subsidiary), including as trustees or custodians, (iv) the
exchange or conversion of Junior Stock for or into other Junior Stock or of
Parity Stock or trust preferred securities for or into other Parity Stock with
the same or lesser aggregate liquidation amount) or Junior Stock, in each case
et forth in this clause (iv), solely to the extent required pursuant to binding
contractual agreements entered into prior to the Signing Date or any subsequent
agreement for the accelerated exercise, settlement or exchange thereof for
Common Stock (clauses (ii) and (iii), collectively, the "Permitted
Repurchases"), (v) redemptions of securities held by the Company or any
wholly-owned Company Subsidiary or (vi) 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 November 17, 2008.

         Until such time as the Investor ceases to own any Preferred Shares or
Warrant Shares, the Company shall not repurchase any Preferred Shares or Warrant
Shares from any holder thereof, whether by means of open market purchase,
negotiated transaction, or otherwise, other than Permitted Repurchases, unless
it offers to repurchase a ratable portion of the Preferred Shares or Warrant
Shares, as the case may be, then held by the Investor on the same terms and
conditions.

         During the period beginning on the tenth anniversary of the Closing and
ending on the date on which all of the Preferred Shares and Warrant Shares have
been redeemed in whole or the Investor has transferred all of the Preferred
Shares and Warrant Shares to third parties which are not Affiliates of the
Investor, neither the Company nor any Company Subsidiary shall, without the
consent of the Investor, (i) declare or pay any dividend or make any
distribution on capital stock or other equity securities of any kind of the
Company or any Company Subsidiary; or (ii) redeem, purchase or acquire any
shares of Common Stock or other capital stock or other equity securities of any
kind of the Company or any Affiliate of the Company, other than (A) redemptions,
purchases or other acquisitions of the Preferred and Warrant Shares, (B) regular
dividends on shares of preferred stock in accordance with the terms thereof and
which are permitted under the terms of the Preferred Shares and the Warrant
Shares, or (C) dividends or distributions by any wholly-owned Company
Subsidiary.

                                       -29-
<PAGE>

         "Junior Stock" means Common Stock and any other class or series of
stock of the Company the terms of which expressly provide that it ranks junior
to the Preferred Shares as to dividend rights and/or as to rights on
liquidation, dissolution or winding up of the Company. "Parity Stock" means any
class or series of stock of the Company the terms of which do not expressly
provide that such class or series will rank senior or junior to the Preferred
Shares as to dividend rights and/or as to rights on liquidation, dissolution or
winding up of the Company (in each case without regard to whether dividends
accrue cumulatively or non-cumulatively).

                  4.8     Executive Compensation. Until such time as the
Investor  ceases to own any debt or equity  securities  of the Company  acquired
pursuant to this Agreement or the Warrant,  the Company shall take all necessary
action to ensure that its  Benefit  Plans with  respect to its Senior  Executive
Officers  comply in all respects with Section  111(b) of the EESA as implemented
by any guidance or regulation  thereunder  that has been issued and is in effect
as of the Closing Date, and shall not adopt any new Benefit Plan with respect to
its Senior Executive Officers that does not comply therewith.  "Senior Executive
Officers"  means  the  Company's  "senior  executive  officers"  as  defined  in
subsection  111(b)(3) of the EESA and regulations issued  thereunder,  including
the rules set forth in 31 C.F.R. Part 30.

                  4.9     Related Party Transactions. Until such time as the
Investor ceases to own any Purchased Securities or Warrant Shares, the Company
and the 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 (i) 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 (ii) have been approved by the audit committee of the Board of
Directors or comparable body of independent directors of the Company.

                  4.10    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 its status as a Bank Holding  Company or
Savings  and  Loan  Holding  Company,  as the  case  may be,  for as long as the
Investor owns any  Purchased  Securities  or Warrant  Shares.  The Company shall
redeem all Purchased Securities and Warrant Shares held by the Investor prior to
terminating  its status as a Bank  Holding  Company or Savings and Loan  Holding
Company,  as applicable.  "Bank Holding  Company" means a company  registered as
such with the Board of Governors  of the Federal  Reserve  System (the  "Federal
Reserve")  pursuant  to 12 U.S.C.  ss.1842  and the  regulations  of the Federal
Reserve  promulgated  thereunder.  "Savings  and Loan Holding  Company"  means a
company registered as such with the Office of Thrift Supervision  pursuant to 12
U.S.C.  ss.1467(a)  and the  regulations  of the  Office of  Thrift  Supervision
promulgated thereunder.

                                       -30-
<PAGE>

                  4.11    Predominantly Financial. For as long as the Investor
owns any Purchased  Securities or Warrant Shares, 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 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.

                                    Article V
                                  Miscellaneous

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

         by either the Investor or the Company if the Closing shall not have
occurred by the 30th calendar day following the Signing Date; provided, however,
that in the event the Closing has not occurred by such 30th calendar day, 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 day after such 30th calendar day 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)
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

         by either the Investor or the Company in the event that any
Governmental Entity shall have issued an order, decree or ruling or taken any
other action restraining, enjoining or otherwise prohibiting the transactions
contemplated by this Agreement and such order, decree, ruling or other action
shall have become final and nonappealable; or

         by the mutual written consent of the Investor and the Company.

In the event of termination of this Agreement as provided in this Section 5.1,
this Agreement shall forthwith become void and there shall be no liability on
the part of either party hereto except that nothing herein shall relieve either
party from liability for any breach of this Agreement.

                  5.2     Survival of Representations and Warranties. All
covenants and  agreements,  other than those which by their terms apply in whole
or  in  part  after  the  Closing,  shall  terminate  as  of  the  Closing.  The
representations and warranties of the Company made herein or in any certificates
delivered  in  connection  with the Closing  shall  survive the Closing  without
limitation.

                  5.3     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;  provided that the Investor may
unilaterally  amend any  provision of this  Agreement to the extent  required to
comply with any changes after the Signing Date in applicable  federal  statutes.
No failure or delay by any party in  exercising  any right,  power or  privilege
hereunder  shall  operate  as a waiver  thereof  nor shall any single or partial
exercise  thereof  preclude  any other or further  exercise of any other  right,
power or privilege.  The rights and remedies herein provided shall be cumulative
of any rights or remedies provided by law.

                                       -31-
<PAGE>

                  5.4     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.

                  5.5     Governing Law: Submission to Jurisdiction, Etc. This
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. 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 Warrant or the transactions
contemplated hereby or thereby, and (b) that notice may be served upon (i) the
Company at the address and in the manner set forth for notices to the Company in
Section 5.6 and (ii) the Investor in accordance with federal law. To the extent
permitted by applicable law, each of the parties hereto hereby unconditionally
waives trial by jury in any civil legal action or proceeding relating to this
Agreement or the Warrant or the transactions contemplated hereby or thereby.

                  5.6     Notices. Any notice, request, 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
in Schedule A, or pursuant to such other instruction as may be designated in
writing by the Company to the Investor. All notices to the Investor shall be
delivered as set forth below, or pursuant to such other instructions as may be
designated in writing by the Investor to the Company.

                  If to the Investor:

                  United States Department of the Treasury
                  1500 Pennsylvania Avenue, NW, Room 2312
                  Washington, D.C. 20220
                  Attention: Assistant General Counsel (Banking and Finance)
                  Facsimile: (202) 622-1974

                  5.7     Definitions

                                       -32-
<PAGE>

         When a reference is made in this Agreement to a subsidiary of a person,
the term "subsidiary" means any corporation, partnership, joint venture, limited
liability company or other entity (x) of which such person or a subsidiary of
such person is a general partner or (y) 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.

         The term "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, 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.

         The terms "knowledge of the Company" or "Company's knowledge" mean the
actual knowledge after reasonable and due inquiry of the "officers" (as such
term is defined in Rule 3b-2 under the Exchange Act, but excluding any Vice
President or Secretary) of the Company.

                  5.8     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, statutory share exchange or similar transaction
that  requires  the  approval  of  the  Company's   stockholders   (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 and (b) as  provided  in
Sections 3.5 and 4.5.

                  5.9     Severability. If any provision of this Agreement or
the  Warrant,  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
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.

                  5.10    No Third Party Beneficiaries. Nothing contained in
this Agreement,  expressed or implied,  is intended to confer upon any person or
entity other than the Company and the  Investor any benefit,  right or remedies,
except  that the  provisions  of Section  4.5 shall  inure to the benefit of the
persons referred to in that Section.

                                      * * *

                                       -33-
<PAGE>

                                                                        ANNEX A

             FORM OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK
             -------------------------------------------------------

                                 [SEE ATTACHED]

                                      -34-

<PAGE>

                                                                        ANNEX B

                       FORM OF CERTIFICATE OF DESIGNATIONS
                           FOR WARRANT PREFERRED STOCK
                           ---------------------------



                                 [SEE ATTACHED]

                                      -35-

<PAGE>

                                                                        ANNEX C




                                 FORM OF WAIVER
                                 --------------

In consideration for the benefits I will receive as a result of my employer's
participation in the United States Department of the Treasury's TARP Capital
Purchase Program, I hereby voluntarily waive any claim against the United States
or my employer for any changes to my compensation or benefits that are required
to comply with the regulation issued by the Department of the Treasury as
published in the Federal Register on October 20, 2008.

I acknowledge that this regulation may require modification of the compensation,
bonus, incentive and other benefit plans, arrangements, policies and agreements
(including so-called "golden parachute" agreements) that I have with my employer
or in which I participate as they relate to the period the United States holds
any equity or debt securities of my employer acquired through the TARP Capital
Purchase Program.

This waiver includes all claims I may have under the laws of the United States
or any state related to the requirements imposed by the aforementioned
regulation, including without limitation a claim for any compensation or other
payments I would otherwise receive, any challenge to the process by which this
regulation was adopted and any tort or constitutional claim about the effect of
these regulations on my employment relationship.

                                      -36-

<PAGE>

                                                                        ANNEX D


                                 FORM OF OPINION
                                 ---------------

         (a)      The Company has been duly incorporated and is validly existing
as a  corporation  in  good  standing  under  the  laws  of  the  state  of  its
incorporation.

         (b)      The Preferred Shares have been duly and validly authorized,
and, when issued and delivered  pursuant to the Agreement,  the Preferred Shares
will be duly and validly issued and fully paid and  non-assessable,  will not be
issued in violation of any preemptive  rights,  and will rank pari passu with or
senior to all other series or classes of  Preferred  Stock issued on the Closing
Date with respect to the payment of dividends and the  distribution of assets in
the event of any dissolution, liquidation or winding up of the Company.

         (c)      The Warrant has been duly authorized and, when executed and
delivered as contemplated by the Agreement, will constitute a valid and legally
binding obligation 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.

         (d)      The shares of Warrant Preferred Stock issuable upon exercise
of the Warrant have been duly authorized and reserved for issuance upon exercise
of the  Warrant and when so issued in  accordance  with the terms of the Warrant
will be validly issued,  fully paid and  non-assessable and will rank pari passu
with or senior to all other  series or classes of Preferred  Stock,  whether not
issued  or  outstanding,  with  respect  to the  payment  of  dividends  and the
distribution of assets in the event of any  dissolution,  liquidation or winding
up of the Company.

         (e)      The Company has the corporate power and authority to execute
and deliver  the  Agreement  and the  Warrant  and to carry out its  obligations
thereunder  (which  includes the issuance of the Preferred  Shares,  Warrant and
Warrant Shares).

         (f)      The execution, delivery and performance by the Company of the
Agreement and the Warrant 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 stockholders, and no further approval or authorization is
required on the part of the Company.

         (g)      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; provided, however, such counsel
need express no opinion with respect to Section 4.5(h) or the severability
provisions of the Agreement insofar as Section 4.5(h) is concerned.

                                      -37-

<PAGE>

                                                                        ANNEX E

                                 FORM OF WARRANT
                                 ---------------

                                 [SEE ATTACHED]

                                      -38-

<PAGE>

                                                                     SCHEDULE A

                         ADDITIONAL TERMS AND CONDITIONS
                         -------------------------------


Company Information:
--------------------

         Name of the Company:  SBT Bancorp, Inc.

         Corporate or other organizational form:  Corporation

         Jurisdiction of Organization:  Connecticut

         Appropriate Federal Banking Agency:  Federal Deposit Insurance
                                              Corporation

         Notice Information:  SBT Bancorp, Inc.
                              760 Hopmeadow Street
                              P.O. Box 248
                              Simsbury, CT 06070-0248
                              Attention:  Martin J. Geitz, President and Chief
                                          Executive Officer
                              Facsimile No.:  (860) 651-2075

                              Copy to:

                              Day Pitney LLP
                              242 Trumbull Street
                              Hartford, CT 06103-1213
                              Attn.: Robert M. Taylor, III, Esq.
                              Facsimile No.: (860) 275-0343

Terms of the Purchase:
----------------------

         Series of Preferred Stock Purchased:  Fixed Rate Cumulative Perpetual
                                               Preferred Stock, Series A

         Per Share Liquidation Preference of Preferred Stock: $1,000 per share

         Number of Shares of Preferred Stock Purchased:  4,000 shares

         Dividend Payment Dates on the Preferred Stock: 2/15, 5/15, 8/15, 11/15

         Series of Warrant Preferred Stock:  Fixed Rate Cumulative Perpetual
                                             Preferred Stock, Series B

         Number of Warrant Shares: 200.002 shares

         Number of Net Warrant Shares (after net settlement):  200 shares

                                       -39-
<PAGE>

         Exercise Price of the Warrant: $0.01 per share

         Purchase Price: $4,000,000

                                       -40-
<PAGE>

                                                                     SCHEDULE B

                                 CAPITALIZATION
                                 --------------

Capitalization Date: February 28, 2009

Common Stock
------------

         Par value:  no par value

         Total Authorized: 2,000,000 shares

         Outstanding: 864,976 shares

         Subject to warrants, options, convertible
             securities, etc.: 40,689 shares

         Reserved for benefit plans and other issuances: None

         Remaining authorized but unissued: 1,135,024 shares

         Shares issued after Capitalization Date
            (other than pursuant to warrants, options,
            convertible securities, etc. as set forth
            above): None



Preferred Stock
---------------

         Par value: N/A

         Total Authorized: None

         Outstanding (by series): None

         Reserved for issuance: None

         Remaining authorized but unissued: None


<TABLE>
<CAPTION>
Holders of 5% or more of any class of capital stock           Primary Address
---------------------------------------------------           ---------------

               <S>                                                         <C>
Friedlander & Co., Inc.                                       322 East Michigan Street, Suite 250
                                                              Milwaukee, WI 53202
</TABLE>

                                       -41-