Exhibit
10.2


    
      

      

    

     

    
      


       

      SECURITIES
PURCHASE AGREEMENT

       

      dated
January 15, 2009

       

      among

       

      CITIGROUP
INC., as Issuer,

       

      UNITED
STATES DEPARTMENT OF THE TREASURY

       

      and

       

      FEDERAL
DEPOSIT INSURANCE CORPORATION

       

      
        


      

      


      


      
        

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      TABLE
OF CONTENTS

       

       

      
        
          	 
      	
                   

                	 
      
	 
      	 
      	
                  Page

                
	 
      	
                  Article
      I

                	 
      
	 	 	 
	 
      	
                  Issuance;
      Closing

                	 
      
	 	 	 
	
                  1.1

                	
                  Issuance

                	
                  1

                
	
                  1.2

                	
                  Closing

                	
                  1

                
	
                  1.3

                	
                  Interpretation

                	
                  3

                
	 	 	 
	 
      	
                  Article
      II

                	 
      
	 	 	 
	 
      	
                  Representations
      and Warranties

                	 
      
	 	 	 
	
                  2.1

                	
                  Disclosure

                	
                  4

                
	
                  2.2

                	
                  Representations
      and Warranties of the Company

                	
                  4

                
	 	 	 
	 
      	
                  Article
      III

                	 
      
	 	 	 
	 
      	
                  Covenants

                	 
      
	 	 	 
	
                  3.1

                	
                  Commercially
      Reasonable Efforts

                	
                  12

                
	
                  3.2

                	
                  Expenses

                	
                  12

                
	
                  3.3

                	
                  Sufficiency
      of Authorized Common Stock; Exchange Listing

                	
                  13

                
	
                  3.4

                	
                  Certain
      Notifications Until Closing

                	
                  13

                
	
                  3.5

                	
                  Access,
      Information and Confidentiality

                	
                  13

                
	
                  3.6

                	
                  Internal
      Controls

                	
                  14

                
	 	 	 
	 
      	
                  Article
      IV

                	 
      
	 	 	 
	 
      	
                  Additional
      Agreements

                	 
      
	 	 	 
	
                  4.1

                	
                  Issuance
      of Securities

                	
                  15

                
	
                  4.2

                	
                  Legends

                	
                  15

                
	
                  4.3

                	
                  Certain
      Transactions

                	
                  16

                
	
                  4.4

                	
                  Transfer
      of Securities and Warrant Shares; Restrictions on Exercise of the
      Warrant

                	
                  16

                
	
                  4.5

                	
                  Registration
      Rights

                	
                  17

                
	
                  4.6

                	
                  Voting
      of Warrant Shares

                	
                  28

                
	
                  4.7

                	
                  Depositary
      Shares

                	
                  28

                
	
                  4.8

                	
                  Restriction
      on Dividends and Repurchases

                	
                  28

                
	
                  4.9

                	
                  Repurchase
      of Investor Securities

                	
                  29

                
	
                  4.10

                	
                  Qualified
      Equity Offering

                	
                  31

                
	
                  4.11

                	
                  Bank
      Holding Company Status

                	
                  31

                
	 	 	 
	 
      	
                  Article
      V

                	 
      
	 	 	 
	 
      	
                  Miscellaneous

                	 
      
	 	 	 
	
                  5.1

                	
                  Termination

                	
                  31

                
	
                  5.2

                	
                  Survival
      of Representations and Warranties

                	
                  32

                
	
                  5.3

                	
                  Amendment

                	
                  32

                
	
                  5.4

                	
                  Waiver
      of Conditions

                	
                  32

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  5.5

                	
                  Governing
      Law: Submission to Jurisdiction, Etc

                	
                  32

                
	
                  5.6

                	
                  Notices

                	
                  32

                
	
                  5.7

                	
                  Definitions

                	
                  34

                
	
                  5.8

                	
                  Assignment

                	
                  34

                
	
                  5.9

                	
                  Entire
      Agreement, Etc

                	
                  34

                
	
                  5.10

                	
                  Counterparts
      and Facsimile

                	
                  34

                
	
                  5.11

                	
                  Severability

                	
                  34

                
	
                  5.12

                	
                  No
      Third Party Beneficiaries

                	
                  35

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      LIST OF
ANNEXES

       

       

      
        
          	
                  ANNEX
      A:

                	
                  FORM
      OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK

                
	 	 
	
                  ANNEX
      B:

                	
                  FORM
      OF OPINION

                
	 	 
	
                  ANNEX
      C:

                	
                  FORM
      OF WARRANT

                


        

      

      
 

       

       

      


       

      LIST OF
SCHEDULES

       

       

      
         

        
          	SCHEDULE A:	CAPITALIZATION
	 	 
	SCHEDULE B:	LITIGATION
	 	 
	SCHEDULE C:	COMPLIANCE WITH
      LAWS
	 	 
	SCHEDULE D:	REGULATORY
      AGREEMENTS


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

       

      


       

      INDEX
OF DEFINED TERMS

       

      
        	
                
                  Term

                

              	 	
                
                  Location
      of Definition

                

              
	
                Affiliate

              	 	
                5.7(b)

              
	
                Agreement

              	 	
                Preamble

              
	
                Appraisal
      Procedure

              	 	
                4.9(c)(i)

              
	
                Appropriate
      Federal Banking Agency

              	 	
                2.2(s)

              
	
                Bank
      Holding Company

              	 	
                4.11

              
	
                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)

              
	
                Certificate
      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

              	 	
                Recitals

              
	
                Company

              	 	
                Preamble

              
	
                Company
      Financial Statements

              	 	
                2.2(h)

              
	
                Company
      Material Adverse Effect

              	 	
                2.1(a)

              
	
                Company
      Reports

              	 	
                2.2(i)(i)

              
	
                Company
      Subsidiary; Company Subsidiaries

              	 	
                2.2(i)(i)

              
	
                control;
      controlled by; under common control with

              	 	
                5.7(b)

              
	
                Controlled
      Group

              	 	
                2.2(n)

              
	
                Designated
      Preferred Stock

              	 	
                Recitals

              
	
                EESA

              	 	
                1.2(d)(iv)

              
	
                ERISA

              	 	
                2.2(n)

              
	
                Exchange
      Act

              	 	
                2.1(b)

              
	
                Fair
      Market Value

              	 	
                4.9(c)(ii)

              
	
                FDIC

              	 	
                Preamble

              
	
                Federal
      Reserve

              	 	
                4.11

              
	
                GAAP

              	 	
                2.1(a)

              
	
                Governmental
      Entities

              	 	
                1.2(c)

              
	
                Holder

              	 	
                4.5(k)(i)

              
	
                Holders’
      Counsel

              	 	
                4.5(k)(ii)

              
	
                Indemnitee

              	 	
                4.5(g)(i)

              
	
                Information

              	 	
                3.5(d)

              
	
                Investors

              	 	
                Preamble

              
	
                Junior
      Stock

              	 	
                4.8(c)

              
	
                knowledge
      of the Company; Company’s knowledge

              	 	
                5.7(c)

              
	
                Last
      Fiscal Year

              	 	
                2.1(b)

              
	
                Master
      Agreement

              	 	
                Recitals

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                
                  Term

                

              	 	
                
                  Location
      of Definition

                

              


      

      
        	
                officers

              	 	
                5.7(c)

              
	
                Original
      Purchase Agreement

              	 	
                4.10

              
	
                Parity
      Stock

              	 	
                4.8(c)

              
	
                Pending
      Underwritten Offering

              	 	
                4.5(l)

              
	
                Permitted
      Repurchases

              	 	
                4.8(a)(ii)

              
	
                Piggyback
      Registration

              	 	
                4.5(a)(iv)

              
	
                Plan

              	 	
                2.2(n)

              
	
                Preferred
      Shares

              	 	
                Recitals

              
	
                Preferred
      Stock

              	 	
                2.2(c)

              
	
                Previously
      Disclosed

              	 	
                2.1(b)

              
	
                Proprietary
      Rights

              	 	
                2.2(u)

              
	
                register;
      registered; registration

              	 	
                4.5(k)(iii)

              
	
                Registrable
      Securities

              	 	
                4.5(k)(iv)

              
	
                Registration
      Expenses

              	 	
                4.5(k)(v)

              
	
                Regulatory
      Agreement

              	 	
                2.2(s)

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

              	 	
                4.5(k)(vi)

              
	
                Schedules

              	 	
                Recitals

              
	
                SEC

              	 	
                2.1(b)

              
	
                Securities

              	 	
                Recitals

              
	
                Securities
      Act

              	 	
                2.2(a)

              
	
                Selling
      Expenses

              	 	
                4.5(k)(vii)

              
	
                Share
      Dilution Amount

              	 	
                4.8(a)(ii)

              
	
                Shelf
      Registration Statement

              	 	
                4.5(a)(ii)

              
	
                Signing
      Date

              	 	
                2.1(a)

              
	
                Special
      Registration

              	 	
                4.5(i)

              
	
                subsidiary

              	 	
                5.8(a)

              
	
                Tax;
      Taxes

              	 	
                2.2(o)

              
	
                Transfer

              	 	
                4.4

              
	
                UST

              	 	
                Preamble

              
	
                Warrant

              	 	
                Recitals

              
	
                Warrant
      Shares

              	 	
                2.2(d)

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SECURITIES PURCHASE AGREEMENT,
dated January 15, 2009 (this “Agreement”), between
Citigroup Inc., a Delaware corporation (the “Company”), the United States
Department of the Treasury (the “UST”) and the Federal Deposit
Insurance Corporation (the “FDIC” and, together with the
UST, the “Investors”).

       

      Recitals:

       

      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; and

       

      WHEREAS,
pursuant to the terms of that certain Master Agreement, dated as of the date
hereof, by and among the Company and certain of its Affiliates, the Investors
and the Federal Reserve Bank of New York (the “Master Agreement”), and as
consideration for the loss protection to be provided by the Investors to the
Company and certain of its affiliates under the Master Agreement, the Company
intends to issue to the Investors in a private placement 7,059 shares of its
preferred stock (the “Designated Preferred Stock”)
designated as “Fixed Rate Cumulative Perpetual Preferred Stock Series G”
(together with any additional shares of Designated Preferred Stock issued
pursuant to the Master Agreement, the “Preferred Shares”) and a
warrant to purchase 66,531,728 shares of its Common Stock (“Common Stock”) (together with
any additional warrants to purchase shares of Common Stock issued pursuant to
the Master Agreement, the “Warrant” and, together with
the Preferred
Shares, the “Securities”).

       

      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

      Issuance;
Closing

       

      1.1           Issuance.  On
the terms and subject to the conditions set forth in this Agreement and the
Master Agreement, and for the consideration set forth in the Master Agreement,
the Company shall issue (a) 4,034 shares of the Designated Preferred Stock and
the Warrant to the UST, (b) 3,025 shares of the Designated Preferred Stock to
the FDIC and (c) such additional shares of Designated Preferred Stock and
warrants to purchase shares of Common Stock as the Company may be required to
issue under Section 5.2(e) of the Master Agreement.

       

      1.2           Closing.

       

      (a)           On
the terms and subject to the conditions set forth in this Agreement, the closing
of the issuance (the “Closing”) will take place at
the offices of Simpson Thacher & Bartlett LLP, 425
Lexington Avenue, New York, New York 10017, at 9:00 a.m., New York time, on
January 15, 2009 or as soon as practicable thereafter, or at such other place,
time and date as shall be agreed among the Company and the Investors. The time
and date on which the Closing occurs is referred to in this Agreement as the
“Closing
Date”.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)           Subject
to the fulfillment or waiver of the conditions to the Closing in this Section
1.2, at the Closing the Company will deliver (i) 4,034 shares of the Designated
Preferred Stock and the Warrant to the UST and (ii) 3,025 shares of the
Designated Preferred Stock to the FDIC, in each case as evidenced by one or more
certificates dated the Closing Date and bearing appropriate legends as
hereinafter provided for.

       

      (c)           The
respective obligations of each of the Investors, on the one hand, and the
Company, on the other hand, to consummate the issuance of the Securities are
subject to the fulfillment (or waiver by the Investors 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 issuance of the Securities 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
issuance of the Securities as contemplated by this Agreement.

       

      (d)           The
obligation of the Investors to consummate transactions contemplated hereby is
also subject to the fulfillment (or waiver by the Investors) at or prior to the
Closing of each of the following conditions:

       

      (i)           (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;

       

      (ii)           the
Investors 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;

       

      (iii)           the
Company shall have duly adopted and filed with the Secretary of State of the
State of Delaware the amendment to its certificate of incorporation (“Charter”) in 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      substantially
the form attached hereto as Annex
A  (the “Certificate of Designations”)
and such filing shall have been accepted;

       

      (iv)           (A)
the Company and each of the Citigroup Ring-Fence Entities (as defined in the
Master Agreement) shall be in compliance with all obligations and limitations on
the Citigroup Ring-Fence Entities contained in Exhibit C to the Master Agreement
(Executive Compensation Guidelines), and (B) the Investors 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;

       

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

       

      (vi)           the
Company shall have delivered certificates in proper form or, with the prior
consent of the Investors, evidence of shares in book-entry form, evidencing (x)
4,034 shares of Designated Preferred Stock to the UST or its designee(s) and (y)
3,025 shares of Designated Preferred Stock to the FDIC or its designee(s);
and

       

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

       

      1.3           Interpretation. 
When a reference is made in this Agreement to “Recitals,” “Articles,”
“Sections,” “Annexes” or “Schedules” such reference shall be to a Recital,
Article or Section of, or Annex or Schedule to, this Agreement, unless otherwise
indicated. The terms defined in the singular have a comparable meaning when used
in the plural, and vice versa. References to “herein”, “hereof”, “hereunder” and
the like refer to this Agreement as a whole and not to any particular section or
provision, unless the context requires otherwise. The table of contents and
headings contained in this Agreement are for reference purposes only and are not
part of this Agreement. Whenever the words “include,” "includes” or “including”
are used in this Agreement, they shall be deemed 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.

       

      (a)           “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 this 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, (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 (D)
changes in the market price or trading volume of the Common Stock or any other
equity, equity-related or debt securities of the Company or its consolidated
subsidiaries (it being understood and agreed that the exception set forth in
this clause (D) does not apply to the underlying reason giving rise to or
contributing to any such change); or (ii) the ability of the Company to
consummate the issuance of the Securities and the other transactions
contemplated by this Agreement and the Warrant and perform its obligations
hereunder or thereunder on a timely basis.

       

      (b)           “Previously Disclosed” means
information set forth or incorporated in the Company’s Annual Report on Form
10-K for the most recently completed fiscal year of the Company filed with the
Securities and Exchange Commission (the “SEC”) prior to the Signing
Date (the “Last Fiscal
Year”) or in its other reports and forms filed with or furnished to the
SEC under Sections 13(a), 14(a) or 15(d) of the Securities Exchange Act of 1934
(the “Exchange Act”) on
or after the last day of the Last Fiscal Year and prior to the Signing
Date.

       

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

       

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      good
standing under the laws 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 is 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 Investors 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.

       

      (b)           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
A.  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). Except as provided in the Warrant, as of
the Signing Date, the Company does not have outstanding any securities or other
obligations providing the holder the right to acquire Common Stock that is not
reserved for issuance as specified on Schedule A, 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 A and (ii)
shares disclosed on Schedule
A.

       

      (c)           Preferred Shares. The
Preferred Shares have been duly and validly authorized, and, when issued and
delivered pursuant to this Agreement and the Master 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 of the Company (“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.

       

      (d)           The Warrant and Warrant
Shares. The Warrant has been duly authorized and, when executed and
delivered as contemplated hereby and by the Master 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 (“Bankruptcy Exceptions”). The
shares of Common 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.

       

      (e)           Authorization,
Enforceability.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (i)           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.

       

      (ii)           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
Company Subsidiary 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.

       

      (iii)           Other
than the filing of the Certificate of Designations with the Secretary of State
of the State of Delaware, any current report on Form 8-K required to be filed
with the SEC, 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 issuance of
the Securities 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.

       

      (f)           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.  The Company
has taken all actions necessary to render any stockholders’ rights plan of the
Company inapplicable to this Agreement and the Warrant and the consummation of
the transactions contemplated hereby and thereby, including the exercise of the
Warrant by the UST in accordance with its terms.

       

      (g)           No Company Material Adverse
Effect.  Since September 30, 2008, 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.

       

      (h)           Company Financial
Statements.  Each
of the consolidated financial statements of the Company and its consolidated
subsidiaries (collectively the “Company Financial
Statements”) included or incorporated by reference in the Company Reports
filed with the SEC since December 31, 2006, present fairly in all material
respects the consolidated financial position of the Company and its consolidated
subsidiaries as of the dates indicated therein (or if amended prior to the
Signing Date, as of the date of such amendment) 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), (B) have been
prepared from, and are in accordance with, the books and records of the Company
and the Company Subsidiaries and (C) complied as to form, as of their
respective dates of filing with the SEC, in all material respects with the
applicable accounting requirements and with the published rules and regulations
of the SEC with respect thereto.

       

      (i)           Reports.

       

      (i)           Since
December 31, 2006, the Company and each subsidiary of the Company (each a “Company Subsidiary” and,
collectively, the “Company
Subsidiaries”) has timely 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.  In the case of each such Company
Report filed with or furnished to the SEC, such Company Report (A) did not, as
of its date or if amended prior to the Signing Date, as of the date of such
amendment, contain an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading, and (B)
complied as to form in all material respects with the applicable requirements of
the Securities Act and the Exchange Act.  With respect to all other
Company Reports, the Company Reports were complete and accurate in all material
respects as of their 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      respective
dates.  No executive officer of the Company or any Company Subsidiary
has failed in any respect to make the certifications required of him or her
under Section 302 or 906 of the Sarbanes-Oxley Act of 2002.

       

      (ii)           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 (as defined in
Rule 13a-15(e) of the Exchange Act) 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 over financial reporting (as defined in Rule 13a-15(f) of
the Exchange Act) 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.

       

      (j)           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.

       

      (k)           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 Securities under the Securities Act, and the
rules and regulations of the SEC promulgated thereunder), which might subject
the offering, issuance or sale of any of the Securities to the Investors
pursuant to this Agreement to the registration requirements of the Securities
Act.

       

      (l)           Litigation and Other
Proceedings.  Except (i) as set forth on Schedule B 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.

       

      (m)           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 C, 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 C, 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.

       

      (n)           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.

       

      (o)           Taxes.  Except
as would not, individually or in the aggregate, reasonably be expected to have a
Company Material Adverse Effect, (i) the Company and the Company Subsidiaries
have filed all federal, state, local and foreign income and franchise Tax
returns required to be filed through the Signing Date, subject to permitted
extensions, and have paid all Taxes due thereon, and (ii) no Tax deficiency has
been 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.

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (iii)           neither
the Company nor any Company 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.

       

      (r)           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.

       

      (s)           Agreements with Regulatory
Agencies.  Except
as set forth on Schedule D, 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)).

       

      (t)           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.

       

      (u)           Intellectual
Property.  Except
as would not, individually or in the aggregate,  reasonably be
expected to have a Company Material Adverse Effect, (i) the Company and each
Company 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.

       

      (v)           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 Investors 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 issuance of
the Securities 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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.3           Sufficiency of Authorized
Common Stock; Exchange Listing.

       

      (a)           During
the period from the Closing Date until the date on which the Warrant has been
fully exercised, the Company shall at all times have reserved for issuance, free
of preemptive or similar rights, a sufficient number of authorized and unissued
Warrant Shares to effectuate such exercise. Nothing in this Section 3.3 shall
preclude the Company from satisfying its obligations in respect of the exercise
of the Warrant by delivery of shares of Common Stock which are held in the
treasury of the Company. As soon as reasonably practicable following the
Closing, the Company shall, at its expense, cause the Warrant Shares to be
listed on the same national securities exchange on which the Common Stock is
listed, subject to official notice of issuance, and shall maintain such listing
for so long as any Common Stock is listed on such exchange.

       

      (b)           If
requested by any Investor, the Company shall promptly use its reasonable best
efforts to cause the Preferred 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
Investors 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 Investors; 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.

       

      (a)           From
the Signing Date until the date when the UST holds an amount of Preferred Shares
having an aggregate liquidation value of less than $400,000,000, the Company
will permit the UST and its agents, consultants, contractors and advisors (x)
acting through the Appropriate Federal Banking Agency, 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 UST may reasonably request and (y) to review any information material to the
UST’s investment in the Company provided by the Company to its Appropriate
Federal Banking Agency.

       

      (b)           From
the Signing Date until the date when the FDIC holds an amount of Preferred
Shares having an aggregate liquidation value of less than $300,000,000, the
Company will permit the FDIC and its agents, consultants, contractors and
advisors (x) 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 FDIC may reasonably request and (y) to review any information material to
the FDIC’s investment in the Company provided by the Company to its Appropriate
Federal Banking Agency.

       

      (c)           From
the Signing Date until the date when the Investors collectively hold an amount
of Preferred Shares having an aggregate liquidation value of less than
$700,000,000, the Company will and will permit and will cause the Company
Subsidiaries to permit (x) each Investor and its agents, consultants,
contractors, (y) the Special Inspector General of the Troubled Asset Relief
Program, and (z) the Comptroller General of the United States access to
personnel and any books, papers, records or other data, in each case, to the
extent relevant to ascertaining compliance with the financing terms and
conditions; provided that prior to disclosing any information pursuant to clause
(y) or (z), the Special Inspector General of the Troubled Asset Relief Program
and the Comptroller General of the United States shall have agreed, with respect
to documents obtained under this agreement in furtherance of its function, to
follow applicable law and regulation (and the applicable customary policies and
procedures) regarding the dissemination of confidential materials, including
redacting confidential information from the public version of its reports and
soliciting the input from the company as to information that should be afforded
confidentiality, as appropriate.

       

      (d)           Each
Investor will use reasonable best efforts to hold, and will use reasonable best
efforts to cause its respective agents, consultants, contractors, advisors, and
United States executive branch officials and employees, to hold, in confidence
all non-public records, books, contracts, instruments, computer data and other
data and information (collectively, “Information”) concerning the
Company furnished or made available to it by the Company or its representatives
pursuant to this Agreement (except to the extent that such information can be
shown to have been (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 any Investor from disclosing any Information to the extent
required by applicable laws or regulations or by any subpoena or similar legal
process.  The Investors understand that the Information may contain
commercially sensitive confidential information entitled to an exception from a
Freedom of Information Act request.

       

      (e)           Each
Investor represents that it has been informed by the Special Inspector General
of the Troubled Asset Relief Program and the Comptroller General of the United
States that they, before making any request for access or information pursuant
to their audit function under this Agreement, will establish a protocol to
avoid, to the extent reasonably possible, duplicative requests pursuant to this
Agreement.  Nothing in this section shall be construed to limit the
authority that the Special Inspector General of the Troubled Asset Relief
Program or the Comptroller General of the United States have under
law.

       

      3.6           Internal
Controls.  The Company agrees
to (i) promptly establish appropriate internal controls with respect to
compliance with each of the Company’s covenants and agreements set forth in
Sections 4.8 through 4.11; (ii) report to each Investor on a quarterly basis


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      regarding
the implementation of those controls and the Company’s compliance (including any
instances of non-compliance) with such covenants and agreements; and (iii)
provide a signed certification from a senior officer to each Investor that such
report is accurate to the best of his or her knowledge, which certification
shall be made subject to the requirements and penalties set forth in Title 18,
United States Code, Section 1001.

       

      Article IV

      Additional
Agreements

       

      4.1           Issuance of
Securities. 
Each Investor acknowledges that the Securities and the Warrant Shares have not
been registered under the Securities Act or under any state securities
laws.  Each Investor (a) is acquiring the 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 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 issuance
of the Securities and of making an informed investment decision.

       

      4.2           Legends.

       

      (a)           The
UST 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.”

       

      (b)           In
addition, each Investor agrees that all certificates or other instruments
representing the Preferred 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.”

      


      (c)           In
the event that any 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 Securities or Warrant Shares, which shall
not contain the applicable legends in Sections 4.2(a) and (b) above; provided that such 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 Securities and
Warrant Shares; Restrictions on Exercise of the Warrant.  Subject
to compliance with applicable securities laws, the Investors shall be permitted
to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion
of the Securities or Warrant Shares at any time, and the Company shall take all
steps as may be reasonably requested by any Investor to facilitate the Transfer
of the Securities and the Warrant Shares.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4.5           Registration
Rights.

       

      (a)           Registration.

       

      (i)           Subject
to the terms and conditions of this Agreement, the Company covenants and agrees
that as promptly as practicable after the Closing Date (and in any event no
later than 30 days after the Closing Date), 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).  So
long as the Company is a well-known seasoned issuer (as defined in Rule 405
under the Securities Act) at the time of filing of the Shelf Registration
Statement with the SEC, such Shelf Registration Statement shall be designated by
the Company as an automatic Shelf Registration
Statement.  Notwithstanding the foregoing, if on the Signing Date 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 Investors.

       

      (ii)           Any
registration pursuant to Section 4.5(a)(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 any 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(c); 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 2% of
the initial aggregate liquidation preference of the Preferred Shares; provided, further, that the UST and the
FDIC shall sell any Registrable Securities on a pro rata basis unless otherwise
agreed by the UST and the FDIC.  The lead underwriters in any such
distribution shall be selected by the UST, the FDIC and the Holders of a
majority of the Registrable Securities to be distributed; provided that to the extent
appropriate and permitted under applicable law, the UST, the FDIC and such
Holders shall consider the qualifications of any broker-dealer Affiliate of the
Company in selecting the lead underwriters in any such
distribution.

       

      (iii)           The
Company shall not be required to effect a registration (including a resale of
Registrable Securities from an effective Shelf Registration Statement) or an
underwritten offering pursuant to Section 4.5(a):  (A) with
respect to securities that are not Registrable Securities; or (B) if the
Company has notified the Investors 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 any 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.

       

      (iv)           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(a)(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 Investors 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(a)(iv) prior to the effectiveness of such registration,
whether or not any Investor or any other Holders have elected to include
Registrable Securities in such registration.

       

      (v)           If
the registration referred to in Section 4.5(a)(iv) is proposed to be
underwritten, the Company will so advise the Investors and all other Holders as
a part of the written notice given pursuant to Section 4.5(a)(iv).  In
such event, the right of the Investors and all other Holders to registration
pursuant to Section 4.5(a) 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 neither
Investor (as opposed to other Holders) shall 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
Investors (if the Investors are participating in the underwriting).

       

      (vi)           If
either (x) the Company grants “piggyback” registration rights to one or more
third parties to include their securities in an underwritten offering under the
Shelf Registration Statement pursuant to Section 4.5(a)(ii) or (y) a Piggyback
Registration 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      under
Section 4.5(a)(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(a)(iv), the securities the Company
proposes to sell, (B) then the Registrable Securities of the Investors and all
other Holders who have requested inclusion of Registrable Securities pursuant to
Section 4.5(a)(ii) or Section 4.5(a)(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.

       

      (b)           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.

       

      (c)           Obligations of the
Company.  The Company shall use its reasonable best efforts,
for so long as there are Registrable Securities outstanding, to take such
actions as are under its control to not become an ineligible issuer (as defined
in Rule 405 under the Securities Act) and to remain a well-known seasoned issuer
(as defined in Rule 405 under the Securities Act) if it has such status on the
Signing Date or becomes eligible for such status in the future.  In
addition, 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:

       

      (i)           Prepare
and file with the SEC a prospectus supplement 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.

       

      (ii)           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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (iii)           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.

       

      (iv)           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.

       

      (v)           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.

       

      (vi)           Give
written notice to the Holders:

       

      (A)           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;

       

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

       

      (C)           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;

       

      (D)           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;

       

      (E)           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

       

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

       

      (vii)           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(c)(vi)(C) at the earliest practicable time.

       

      (viii)                      Upon
the occurrence of any event contemplated by Section 4.5(c)(v) or
4.5(c)(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.

       

      (ix)           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).

       

      (x)           If
an underwritten offering is requested pursuant to Section 4.5(a)(ii), enter into
an underwriting agreement in customary form, scope and substance and take all
such other actions reasonably requested by the UST, the FDIC or 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 neither Investor shall be obligated to provide any
indemnity), and (E) deliver such documents and certificates as may be reasonably
requested by the UST, the FDIC or 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.

       

      (xi)           Make
available for inspection by a representative of Holders that are selling
stockholders, the managing underwriter(s), if any, and any attorneys or
accountants retained by such Holders or managing underwriter(s), at the offices
where normally kept, during reasonable business hours, financial and other
records, pertinent corporate documents and properties 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.

       

      (xii)           Use
reasonable best efforts to cause all such Registrable Securities to be listed on
each national securities exchange on which similar securities issued by the
Company are then listed or, if no similar securities issued by the Company are
then listed on any national securities exchange, use its reasonable best efforts
to cause all such Registrable Securities to be listed on such securities
exchange as the Investors may designate.

       

      (xiii)                      If
requested by the UST, the FDIC or the 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 UST, the FDIC or 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.

       

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

       

      (d)           Suspension of
Sales.  Upon receipt of written notice from the Company
pursuant to Section 4.5(c)(vi)(E) that a registration statement, prospectus or
prospectus supplement contains or may contain an untrue statement of a material
fact or omits or may omit to state a material fact required to be stated therein
or necessary to make the statements therein not 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      misleading
or that circumstances exist that make inadvisable use of such registration
statement, prospectus or prospectus supplement, each Investor and each Holder of
Registrable Securities shall forthwith discontinue disposition of Registrable
Securities until such Investor and/or Holder has received copies of a
supplemented or amended prospectus or prospectus supplement, or until such
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, such Investor and/or such Holder shall deliver to
the Company (at the Company’s expense) all copies, other than permanent file
copies then in such 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.

       

      (e)           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.

       

      (f)           Furnishing
Information.

       

      (i)           None
of the Investors or 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.

       

      (ii)          It
shall be a condition precedent to the obligations of the Company to take any
action pursuant to Section 4.5(c) that each 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.

       

      (g)           Indemnification.

       

      (i)           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.

       

      (ii)           If
the indemnification provided for in Section 4.5(g)(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(g)(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 this Section
4.5(g)(ii).  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.

       

      (h)           Assignment of Registration
Rights.  The rights of each Investor to registration of
Registrable Securities pursuant to Section 4.5(a) may be assigned by each
Investor to a transferee or assignee of Registrable Securities with a
liquidation preference or, in the case of Registrable Securities other than
Preferred Shares, a market value, no less than an amount equal to 2% of the
initial aggregate liquidation preference of the Preferred Shares; 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.  For purposes
of this Section 4.5(h), “market value” per share of Common Stock shall be the
last reported sale price of the Common Stock on the national securities exchange
on 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      which the
Common Stock is listed or admitted to trading on the last trading day prior to
the proposed transfer, and the “market value” for the Warrant (or any portion
thereof) shall be the market value per share of Common Stock into which the
Warrant (or such portion) is exercisable less the exercise price per
share.

       

      (i)           Clear
Market.  With respect to any underwritten offering of
Registrable Securities by an 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, in the case of an underwritten offering of Common Stock
or Warrants, any of its equity securities or, in the case of an underwritten
offering of Preferred Shares, any Preferred Stock of the Company, or, in each
case, any securities convertible into or exchangeable or exercisable for such
securities, 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.

       

      (j)           Rule 144; Rule
144A.  With a view to making available to the Investors 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:

       

      (i)           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;

       

      (ii)           (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);

       

      (iii)           so
long as any Investor or a Holder owns any Registrable Securities, furnish to
such 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 any 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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (iv)           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.

       

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

       

      (i)           “Holder” means the Investors
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.

       

      (ii)           “Holders’ Counsel” means one
counsel for the selling Holders chosen by the UST, the FDIC and Holders holding
a majority interest in the Registrable Securities being registered.

       

      (iii)           “Register,” “registered,” and “registration” shall refer to
a registration effected by preparing and (A) filing a registration
statement 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.

       

      (iv)           “Registrable Securities” means (A) all Preferred
Shares, (B) the Warrant (subject to Section 4.5(p)) 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(o), 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.

       

      (v)           “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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (vi)           “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.

       

      (vii)           “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).

       

      (l)           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(a)(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(f)
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(l), 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(a)(ii) or 4.5(a)(iv) prior to the date of such Holder’s
forfeiture.

       

      (m)           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 Investors and the Holders
from time to time may be irreparably harmed by any such failure, and accordingly
agree that the Investors 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.

       

      (n)           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 Investors 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 Investors 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 Investors and the Holders under this Section 4.5
(including agreements that are inconsistent with the order of priority
contemplated by Section 4.5(a)(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.

       

      (o)           Certain Offerings by the
Investors.  In the case of any securities held by the Investors
that cease to be Registrable Securities solely by reason of clause (2) in the
definition of “Registrable Securities,” the provisions of Sections 4.5(a)(ii),
clauses (iv), (ix) and (x)-(xii) of Section 4.5(c), Section 4.5(g) and Section
4.5(i) 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 any 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.

       

      (p)           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 UST 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.

       

      (q)           Investor
Consultation.  For as long as the UST and the FDIC hold
Registrable Securities, the UST and the FDIC shall consult with each other with
respect to any actions taken under this Section 4.5.

       

      4.6           Voting of Warrant
Shares.  Notwithstanding
anything in this Agreement to the contrary, the UST shall not exercise any
voting rights with respect to the Warrant Shares.

       

      4.7           Depositary
Shares. 
Upon request by any 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 Investors and with a depositary
reasonably acceptable to the Investors, pursuant to which the Preferred Shares
may be deposited and depositary shares, each representing a fraction of a
Preferred Share as specified by the Investors, may be issued. From and after the
execution of any such depositary arrangement, and the deposit of any Preferred
Shares pursuant thereto, the depositary shares issued pursuant thereto shall be
deemed “Preferred Shares” and, as applicable, “Registrable Securities” for
purposes of this Agreement.

      


      4.8           Restriction on Dividends and
Repurchases.

       

      (a)           Prior
to the earlier of (x) the third anniversary of the Closing Date and (y) the date
on which the Preferred Shares have been redeemed in whole or the Investors have
transferred all of the Preferred Shares to third parties which are not
Affiliates of such Investor, neither the Company nor any Company Subsidiary
shall, without the consent of the Investors:

       

      (i)           declare
or pay any dividend or make any distribution on the Common Stock (other than (A)
regular quarterly cash dividends of not more than $0.01 per share, (B) dividends
payable solely in shares of Common Stock and (C) dividends or distributions of
rights or Junior Stock in connection with a stockholders’ rights plan);
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 trust preferred securities
issued by the Company or any Affiliate of the Company, other than (A)
redemptions, purchases or other acquisitions of the Preferred Shares, (B)
redemptions, purchases or other acquisitions of shares of Common Stock or other
Junior Stock, in each case in this clause (B) in connection with the
administration of any employee benefit plan in the ordinary course of business
(including purchases to offset the Share Dilution 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Amount (as
defined below) pursuant to a publicly announced repurchase plan) and consistent
with past practice; provided that any purchases
to offset the Share Dilution Amount shall in no event exceed the Share Dilution
Amount, (C) purchases or other acquisitions by a broker-dealer subsidiary of the
Company solely for the purpose of market-making, stabilization or customer
facilitation transactions in Junior Stock or Parity Stock in the ordinary course
of its business, (D) purchases by a broker-dealer subsidiary of the Company of
capital stock of the Company for resale pursuant to an offering by the Company
of such capital stock underwritten by such broker-dealer subsidiary, (E) any
redemption or repurchase of rights pursuant to any stockholders’ rights plan,
(F) 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, and (G) the exchange or conversion of
Junior Stock for or into other Junior Stock or of Parity Stock or trust
preferred securities for or into other Parity Stock (with the same or lesser
aggregate liquidation amount) or Junior Stock, in each case set forth in this
clause (G), 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 (C) and (F), collectively, the “Permitted
Repurchases”).  “Share Dilution Amount” means
the increase in the number of diluted shares outstanding (determined in
accordance with GAAP, and as measured from the date of the Company’s most
recently filed Company Financial Statements prior to the Closing Date) resulting
from the grant, vesting or exercise of equity-based compensation to employees
and equitably adjusted for any stock split, stock dividend, reverse stock split,
reclassification or similar transaction.

       

      (b)           In
determining whether to consent to the actions set forth in Section 4.8(a)(i),
the Investors shall consider, among other factors, the Company’s ability to
complete an offering of its Common Stock of an appropriate size.

       

      (c)           Until
such time as the Investors cease to own any Preferred Shares, the Company shall
not repurchase any Preferred 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 then held by the Investors on the same terms and conditions.

       

      (d)           “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).

       

      4.9           Repurchase of Investor
Securities.

      


      (a)           Following
the redemption in whole of the Preferred Shares held by the Investors or the
Transfer by the Investors of all of the Preferred Shares to one or more third
parties not 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      affiliated
with such Investor, the Company may repurchase, in whole or in part, at any time
the Warrant or the Warrant Shares then held by the UST, upon notice given as
provided in clause (b) below, at the Fair Market Value of the equity
security.

       

      (b)           Notice
of every repurchase of the Warrant or the Warrant Shares held by the UST shall
be given at the address and in the manner set forth for such party in Section
5.6.  Each notice of repurchase given to the UST shall state: (i) the
number and type of securities to be repurchased, (ii) the Board of Director’s
determination of Fair Market Value of such securities and (iii) the place or
places where certificates representing such securities are to be surrendered for
payment of the repurchase price. The repurchase of the securities specified in
the notice shall occur as soon as practicable following the determination of the
Fair Market Value of the securities.

       

      (c)           As
used in this Section 4.9, the following terms shall have the following
respective meanings:

       

      (i)           “Appraisal Procedure” means a
procedure whereby two independent appraisers, one chosen by the Company and one
by the UST, shall mutually agree upon the Fair Market Value.  Each
party shall deliver a notice to the other appointing its appraiser within 10
days after the Appraisal Procedure is invoked.  If within 30 days
after appointment of the two appraisers they are unable to agree upon the Fair
Market Value, a third independent appraiser shall be chosen within 10 days
thereafter by the mutual consent of such first two appraisers.  The
decision of the third appraiser so appointed and chosen shall be given within 30
days after the selection of such third appraiser.  If three appraisers
shall be appointed and the determination of one appraiser is disparate from the
middle determination by more than twice the amount by which the other
determination is disparate from the middle determination, then the determination
of such appraiser shall be excluded, the remaining two determinations shall be
averaged and such average shall be binding and conclusive upon the Company and
the UST; otherwise, the average of all three determinations shall be binding
upon the Company and the UST.  The costs of conducting any Appraisal
Procedure shall be borne by the Company.

       

      (ii)           “Fair Market Value” means,
with respect to any security, the fair market value of such security as
determined by the Board of Directors, acting in good faith in reliance on an
opinion of a nationally recognized independent investment banking firm retained
by the Company for this purpose and certified in a resolution to the
UST.  If the UST does not agree with the Board of Director’s
determination, it may object in writing within 10 days of receipt of the Board
of Director’s determination. In the event of such an objection, an authorized
representative of the UST and the chief executive officer of the Company shall
promptly meet to resolve the objection and to agree upon the Fair Market Value.
If the chief executive officer and the authorized representative are unable to
agree on the Fair Market Value during the 10-day period following the delivery
of the UST’s objection, the Appraisal Procedure may be invoked by either party
to determine the Fair Market Value by delivery of a written notification thereof
not later than the 30th day
after delivery of the UST’s objection.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4.10           Qualified Equity
Offering.  The
Company and the Investors hereby agree that this issuance of Securities shall
not be deemed a Qualified Equity Offering (i) under the Securities Purchase
Agreement – Standard Terms incorporated into the Letter Agreement, dated as of
October 26, 2008 (the “Original Purchase
Agreement”), as amended from time to time, between the Company and the
UST, including all
annexes and schedules thereto or any of the documents related thereto, including
the Certificate of Designations of the Company’s Fixed Rate Cumulative Perpetual
Preferred Stock, Series H or the Warrant (as defined in the Original Purchase
Agreement) or (ii) in respect of any other securities issued by the Company
under the Troubled Asset Relief Program.

       

      4.11           Bank Holding Company
Status.  The Company shall maintain its
status as a Bank Holding Company for as long as the Investors own any Securities
or Warrant Shares.  The Company shall redeem all Securities and
Warrant Shares held by the Investors prior to terminating its status as a Bank
Holding Company.  “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. §1842 and the regulations of the Federal
Reserve promulgated thereunder.

       

      


      


      Article V

      Miscellaneous

       

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

       

      (a)           by
either the Investors 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

       

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

       

      (c)           by
the mutual written consent of the Investors 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 Investors 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.

       

      5.4           Waiver of
Conditions. 
The conditions to each party’s obligation to consummate the transactions
contemplated by this Agreement 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
Investors 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
hereunder shall be delivered as set forth below or pursuant to such other
instructions as may be designated in writing by the party to receive such
notice.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  (a)

                	

                  If
      to the UST:

                
	 
      	 
      
	 
      	
                  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

                
	 
      	 
      
	
                  (b)

                	

                  If
      to the FDIC:

                
	 
      	 
      
	 
      	
                  Federal
      Deposit Insurance Corporation 

                  Assistant
      Director, Resolution Strategies 

                  Division
      of Resolutions and Receiverships 

                  Attn:
      Citigroup Shared-Loss 

                  550
      17th Street, N.W.

                  Washington,
      DC 20429

                
	 
      	 
      
	
                	

                  with
      a copy to:

                
	 
      	 
      
	 
      	
                  Federal
      Deposit Insurance Corporation 

                  Legal
      Division 

                  Senior
      Counsel, Special Issues Unit 

                  Attn:
      Citigroup Shared-Loss 

                  3501
      Fairfax Drive, Arlington, VA 22226

                
	 
      	 
      
	
                  (c)

                	

                  If
      to the Company:

                
	 
      	 
      
	 
      	
                  Citigroup
      Inc.

                
	 
      	
                  399
      Park Avenue

                
	 
      	
                  New
      York, New York 10022

                
	 
      	
                  Attention:   
      Michael S. Helfer, Esq.

                
	 
      	
                   General
      Counsel

                
	 
      	
                  Telephone:
      (212) 559-5152

                
	 
      	
                  Facsimile: (212)
      793-5300

                
	 	 
	 
      	
                  Citigroup
      Inc.

                
	 
      	
                  399
      Park Avenue

                
	 
      	
                  New
      York, New York 10022

                
	 
      	
                  Attention:  
      Andrew Felner, Esq.

                
	 
      	
                  Deputy
      General Counsel

                
	 
      	
                  Telephone:
      (212) 559-7050

                
	 
      	
                  Facsimile:
      (212) 559-7057

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.7           Definitions


       

      (a)           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.

       

      (b)           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.

       

      (c)           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 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 Section 4.5. “Business Combination” means a
merger, consolidation, statutory share exchange or similar transaction that
requires the approval of the Company’s stockholders.

       

      5.9           Entire Agreement,
Etc. 
This Agreement (including the Annexes and Schedules hereto) 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.

       

      5.10           Counterparts and
Facsimile.  For the convenience of the
parties hereto, this 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 Agreement may be delivered by facsimile and such
facsimiles will be deemed as sufficient as if actual signature pages had been
delivered.

       

      5.11           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.

       

      5.12           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 Investors 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.

       

      *  *  *

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      In Witness Whereof, this
Agreement has been duly executed and delivered by the duly authorized
representatives of the parties hereto as of the date first herein above
written.

       

      
        
          	 	
                  CITIGROUP
      INC.

                
	 	 	 	 
	 	
                  By:

                	      
                  /s/ Zion
      Shohet                            

                	 
	 	 
      	
                  Name:

                	      
                  Zion
      Shohet

                
	 	 
      	
                  Title:

                	      
                  Treasurer
      and Head of Corporate Finance

                
	 	 
      	 
      	 	 
	 	 	 	 	 
	 	
                  UNITED
      STATES DEPARTMENT OF THE

                
	 	
                  TREASURY

                
	 	 	 	 	 
	 	
                  By:

                	      
                  /s/ Neel
      Kashkari                          

                	 
	 	 
      	
                  Name:

                	      
                  Neel
      Kashkari

                
	 	 
      	
                  Title:

                	      
                  Interim
      Assistant Secretary For Financial Stability

                
	 	 
      	 
      	 	 
	 	 	 	 	 
	 	
                  FEDERAL
      DEPOSIT INSURANCE

                
	 	
                  CORPORATION

                
	 	 	 	 	 
	 	
                  By:

                	      
                  /s/ Mitchell L.
      Glassman              

                	 
	 	 
      	
                  Name:

                	      
                  Mitchell
      L. Glassman

                
	 	 
      	
                  Title:

                	      
                  Director,
      Division of Resolutions and
Receiverships