Exhibit 10.1





                                                                    Exhibit 10.1

                                                        UST Sequence Number: 422

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


Dear Ladies and Gentlemen:

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

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extent supplemented or superseded by the terms set forth herein or in the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

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

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

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

                                       ***







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

                                       UNITED STATES DEPARTMENT OF THE TREASURY

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



                                       COMPANY:

                                       GUARANTY FEDERAL BANCSHARES, INC.

                                       By:  /s/ Shaun A. Burke
                                          --------------------------------------
                                          Name:  Shaun A. Burke
                                          Title:  President and Chief Executive
                                          Officer




Date: January 30, 2009








                                                                       EXHIBIT A






================================================================================

                          SECURITIES PURCHASE AGREEMENT

                                 STANDARD TERMS

================================================================================









                                TABLE OF CONTENTS

                                                                            Page

                                    Article I

                                Purchase; Closing

   1.1     Purchase............................................................1

   1.2     Closing.............................................................2

   1.3     Interpretation......................................................4


                                   Article II

                         Representations and Warranties

   2.1     Disclosure..........................................................4

   2.2     Representations and Warranties of the Company.......................5


                                   Article III

                                    Covenants

   3.1     Commercially Reasonable Efforts....................................13

   3.2     Expenses...........................................................14

   3.3     Sufficiency of Authorized Common Stock; Exchange Listing...........14

   3.4     Certain Notifications Until Closing................................14

   3.5     Access, Information and Confidentiality............................15


                                   Article IV

                              Additional Agreements

   4.1     Purchase for Investment............................................15

   4.2     Legends............................................................16

   4.3     Certain Transactions...............................................17

   4.4     Transfer of Purchased Securities and Warrant Shares;
           Restrictions on Exercise of the Warrant............................18

   4.5     Registration Rights................................................18

   4.6     Voting of Warrant Shares...........................................29

   4.7     Depositary Shares..................................................29

                                       i









   4.8     Restriction on Dividends and Repurchases...........................30

   4.9     Repurchase of Investor Securities..................................31

   4.10    Executive Compensation.............................................32


                                    Article V

                                  Miscellaneous

   5.1     Termination........................................................32

   5.2     Survival of Representations and Warranties.........................33

   5.3     Amendment..........................................................33

   5.4     Waiver of Conditions...............................................33

   5.5     Governing Law: Submission to Jurisdiction, Etc.....................33

   5.6     Notices............................................................34

   5.7     Definitions........................................................34

   5.8     Assignment.........................................................34

   5.9     Severability.......................................................35

   5.10    No Third Party Beneficiaries.......................................35

                                       ii









                                 LIST OF ANNEXES

ANNEX A: FORM OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK

ANNEX B: FORM OF WAIVER

ANNEX C: FORM OF OPINION

ANNEX D: FORM OF WARRANT

                                      iii









                             INDEX OF DEFINED TERMS

                                                          Location of
Term                                                      Definition
------------------------------------------------------    ----------------------
Affiliate                                                 5.7(b)
Agreement                                                 Recitals
Appraisal Procedure                                       4.9(c)(i)
Appropriate Federal Banking Agency                        2.2(s)
Bankruptcy Exceptions                                     2.2(d)
Benefit Plans                                             1.2(d)(iv)
Board of Directors                                        2.2(f)
Business Combination                                      4.4
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                                                   Recitals
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)
CPP                                                       Recitals
EESA                                                      1.2(d)(iv)
ERISA                                                     2.2(n)
Exchange Act                                              2.1(b)
Fair Market Value                                         4.9(c)(ii)
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(b)
Initial Warrant Shares                                    Recitals
Investor                                                  Recitals
Junior Stock                                              4.8(c)
knowledge of the Company; Company's knowledge             5.7(c)
Last Fiscal Year                                          2.1(b)
Letter Agreement                                          Recitals
officers                                                  5.7(c)
Parity Stock                                              4.8(c)
Pending Underwritten Offering                             4.5(l)

                                       iv









Location of
Term                                                      Definition
------------------------------------------------------    ----------------------
Permitted Repurchases                                     4.8(a)(ii)
Piggyback Registration                                    4.5(a)(iv)
Plan                                                      2.2(n)
Preferred Shares                                          Recitals
Preferred Stock                                           Recitals
Previously Disclosed                                      2.1(b)
Proprietary Rights                                        2.2(u)
Purchase                                                  Recitals
Purchase Price                                            1.1
Purchased Securities                                      Recitals
Qualified Equity Offering                                 4.4
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 Act                                            2.2(a)
Selling Expenses                                          4.5(k)(vii)
Senior Executive Officers                                 4.10
Share Dilution Amount                                     4.8(a)(ii)
Shelf Registration Statement                              4.5(a)(ii)
Signing Date                                              2.1(a)
Special Registration                                      4.5(i)
Stockholder Proposals                                     3.1(b)
subsidiary                                                5.8(a)
Tax; Taxes                                                2.2(o)
Transfer                                                  4.4
Warrant                                                   Recitals
Warrant Shares                                            2.2(d)

                                       v









                 SECURITIES PURCHASE AGREEMENT - STANDARD TERMS

                                    Recitals:

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

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

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

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

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

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

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

                                   Article I
                                Purchase; Closing

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









     1.2 Closing.

     (a) On the terms and subject to the conditions set forth in this Agreement,
the closing of the Purchase (the "Closing") will take place at the location
specified in Schedule A, at the time and on the date set forth in Schedule A or
as soon as practicable thereafter, or at such other place, time and date as
shall be agreed between the Company and the Investor. The time and date on which
the Closing occurs is referred to in this Agreement as the "Closing Date".

     (b) Subject to the fulfillment or waiver of the conditions to the Closing
in this Section1.2, at the Closing the Company will deliver the Preferred Shares
and the Warrant, in each case as evidenced by one or more certificates dated the
Closing Date and bearing appropriate legends as hereinafter provided for, in
exchange for payment in full of the Purchase Price by wire transfer of
immediately available United States funds to a bank account designated by the
Company on Schedule A.

     (c) The respective obligations of each of the Investor and the Company to
consummate the Purchase are subject to the fulfillment (or waiver by the
Investor and the Company, as applicable) prior to the Closing of the conditions
that (i) any approvals or authorizations of all United States and other
governmental, regulatory or judicial authorities (collectively, "Governmental
Entities") required for the consummation of the Purchase shall have been
obtained or made in form and substance reasonably satisfactory to each party and
shall be in full force and effect and all waiting periods required by United
States and other applicable law, if any, shall have expired and (ii) no
provision of any applicable United States or other law and no judgment,
injunction, order or decree of any Governmental Entity shall prohibit the
purchase and sale of the Purchased Securities as contemplated by this Agreement.

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

          (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;

                                       2









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

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

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

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

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

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

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

                                       3









     1.3 Interpretation. When a reference is made in this Agreement to
"Recitals, "Articles," "Sections," or "Annexes" such reference shall be to a
Recital, Article or Section of, or Annex to, this Securities Purchase Agreement
- Standard Terms, and a reference to "Schedules" shall be to a Schedule to the
Letter Agreement, in each case, unless otherwise indicated. The terms defined in
the singular have a comparable meaning when used in the plural, and vice versa.
References to "herein", "hereof", "hereunder" and the like refer to this
Agreement as a whole and not to any particular section or provision, unless the
context requires otherwise. The table of contents and headings contained in this
Agreement are for reference purposes only and are not part of this Agreement.
Whenever the words "include," "includes" or "including" are used in this
Agreement, they shall be deemed followed by the words "without limitation." No
rule of construction against the draftsperson shall be applied in connection
with the interpretation or enforcement of this Agreement, as this Agreement is
the product of negotiation between sophisticated parties advised by counsel. All
references to "$" or "dollars" mean the lawful currency of the United States of
America. Except as expressly stated in this Agreement, all references to any
statute, rule or regulation are to the statute, rule or regulation as amended,
modified, supplemented or replaced from time to time (and, in the case of
statutes, include any rules and regulations promulgated under the statute) and
to any section of any statute, rule or regulation include any successor to the
section. References to a "business day" shall mean any day except Saturday,
Sunday and any day on which banking institutions in the State of New York
generally are authorized or required by law or other governmental actions to
close.

                                   Article II
                         Representations and Warranties

     2.1 Disclosure.

     (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 the Letter Agreement (the "Signing Date") in general
business, economic or market conditions (including changes generally in
prevailing interest rates, credit availability and liquidity, currency exchange
rates and price levels or trading volumes in the United States or foreign
securities or credit markets), or any outbreak or escalation of hostilities,
declared or undeclared acts of war or terrorism, in each case generally
affecting the industries in which the Company and its subsidiaries operate, (B)
changes or proposed changes after the Signing Date in generally accepted
accounting principles in the United States ("GAAP") or regulatory accounting
requirements, or authoritative interpretations thereof, (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

                                       4









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 Purchase 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 Investor 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 Investor prior to the Signing Date, are true, complete and
correct copies of such documents as in full force and effect as of the Signing
Date.

     (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 B. The outstanding shares of capital stock of the
Company have been duly authorized and are validly issued and outstanding, fully
paid and nonassessable, and subject to no preemptive rights (and were not issued
in violation of any preemptive rights). 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 B, and the Company has not made
any other commitment to authorize, issue or sell any Common Stock. Since the
Capitalization Date, the Company has not issued any shares of Common Stock,
other than (i) shares issued upon the exercise of stock options or delivered
under other equity-based awards or other convertible securities or warrants
which were issued and outstanding on the Capitalization Date and disclosed on
Schedule B and (ii) shares disclosed on Schedule B.

                                       5









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

     (d) The Warrant and Warrant Shares. The Warrant has been duly authorized
and, when executed and delivered as contemplated hereby, will constitute a valid
and legally binding obligation of the Company enforceable against the Company in
accordance with its terms, except as the same may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and general equitable principles,
regardless of whether such enforceability is considered in a proceeding at law
or in equity ("Bankruptcy Exceptions"). The shares of 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, subject, if applicable, to the approvals of its stockholders set
forth on Schedule C.

     (e) Authorization, Enforceability.

          (i) The Company has the corporate power and authority to execute and
     deliver this Agreement and the Warrant and, subject, if applicable, to the
     approvals of its stockholders set forth on Schedule C, 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, subject, in each case, if applicable,
     to the approvals of its stockholders set forth on Schedule C. 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) subject, if applicable, to the approvals of the Company's
     stockholders set forth on Schedule C, its organizational documents or (ii)
     any note, bond, mortgage, indenture, deed of trust, license, lease,
     agreement or other instrument or obligation to

                                       6









     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 its jurisdiction of organization or other
     applicable Governmental Entity, 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, the filing of any proxy
     statement contemplated by Section 3.1 and such as have been made or
     obtained, no notice to, filing with, exemption or review by, or
     authorization, consent or approval of, any Governmental Entity is required
     to be made or obtained by the Company in connection with the consummation
     by the Company of the Purchase except for any such notices, filings,
     exemptions, reviews, authorizations, consents and approvals the failure of
     which to make or obtain would not, individually or in the aggregate,
     reasonably be expected to have a Company Material Adverse Effect.

     (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 Investor in accordance
with its terms.

     (g) No Company Material Adverse Effect. Since the last day of the last
completed fiscal period for which the Company has filed a Quarterly Report on
Form 10-Q or an Annual Report on Form 10-K with the SEC prior to the Signing
Date, no fact, circumstance, event, change, occurrence, condition or development
has occurred that, individually or in the aggregate, has had or would reasonably
be expected to have a Company Material Adverse Effect.

     (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

                                       7









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,

                                       8









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

     (l) Litigation and Other Proceedings. Except (i) as set forth on Schedule D
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 E, 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 E, no Governmental Entity has placed any restriction
on the business or properties of

                                       9









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.

                                       10









     (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 F,
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,

                                       11









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.

                                       12









     (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 Investor could have any liability.

                                  Article III
                                   Covenants

     3.1 Commercially Reasonable Efforts.

     (a) Subject to the terms and conditions of this Agreement, each of the
parties will use its commercially reasonable efforts in good faith to take, or
cause to be taken, all actions, and to do, or cause to be done, all things
necessary, proper or desirable, or advisable under applicable laws, so as to
permit consummation of the Purchase as promptly as practicable and otherwise to
enable consummation of the transactions contemplated hereby and shall use
commercially reasonable efforts to cooperate with the other party to that end.

     (b) If the Company is required to obtain any stockholder approvals set
forth on Schedule C, then the Company shall comply with this Section 3.1(b) and
Section 3.1(c). The Company shall call a special meeting of its stockholders, as
promptly as practicable following the Closing, to vote on proposals
(collectively, the "Stockholder Proposals") to (i) approve the exercise of the
Warrant for Common Stock for purposes of the rules of the national security
exchange on which the Common Stock is listed and/or (ii) amend the Company's
Charter to increase the number of authorized shares of Common Stock to at least
such number as shall be sufficient to permit the full exercise of the Warrant
for Common Stock and comply with the other provisions of this Section 3.1(b) and
Section 3.1(c). The Board of Directors shall recommend to the Company's
stockholders that such stockholders vote in favor of the Stockholder Proposals.
In connection with such meeting, the Company shall prepare (and the Investor
will reasonably cooperate with the Company to prepare) and file with the SEC as
promptly as practicable (but in no event more than ten business days after the
Closing) a preliminary proxy statement, shall use its reasonable best efforts to
respond to any comments of the SEC or its staff thereon and to cause a
definitive proxy statement related to such stockholders' meeting to be mailed to
the Company's stockholders not more than five business days after clearance
thereof by the SEC, and shall use its reasonable best efforts to solicit proxies
for such stockholder approval of the Stockholder Proposals. The Company shall
notify the Investor promptly of the receipt of any comments from the SEC or its
staff with respect to the proxy statement and of any request by the SEC or its
staff for amendments or supplements to such proxy statement or for additional
information and will supply the Investor with copies of all correspondence
between the Company or any of its representatives, on the one hand, and the SEC
or its staff, on the other hand, with respect to such proxy statement. If at any
time prior to such stockholders' meeting there shall occur any event that is
required to be set forth in an amendment or supplement to the proxy statement,
the Company shall as promptly as practicable prepare and mail to its
stockholders such an amendment or supplement. Each of the Investor and the
Company agrees promptly to correct any information provided by it or on its
behalf for use in the proxy statement if and to the extent that such information
shall have become false or misleading in any material respect, and the Company
shall as promptly as practicable prepare

                                       13








and mail to its stockholders an amendment or supplement to correct such
information to the extent required by applicable laws and regulations. The
Company shall consult with the Investor prior to filing any proxy statement, or
any amendment or supplement thereto, and provide the Investor with a reasonable
opportunity to comment thereon. In the event that the approval of any of the
Stockholder Proposals is not obtained at such special stockholders meeting, the
Company shall include a proposal to approve (and the Board of Directors shall
recommend approval of) each such proposal at a meeting of its stockholders no
less than once in each subsequent six month period beginning on January 1, 2009
until all such approvals are obtained or made.

     (c) None of the information supplied by the Company or any of the Company
Subsidiaries for inclusion in any proxy statement in connection with any such
stockholders meeting of the Company will, at the date it is filed with the SEC,
when first mailed to the Company's stockholders and at the time of any
stockholders meeting, and at the time of any amendment or supplement thereof,
contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading.

     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 (or, if the approval of the
Stockholder Proposals is required, the date of such approval) 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 the 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 Investor of (i) any fact, event
or circumstance of which it is aware and which would reasonably be expected to
cause any representation or warranty of the Company contained in this Agreement
to be untrue or inaccurate in any material respect or to cause any covenant or
agreement of the Company contained in this Agreement not to be complied with or
satisfied in any material respect and (ii) except as Previously Disclosed, any
fact, circumstance, event, change, occurrence, condition or development of which
the Company

                                       14









is aware and which, individually or in the aggregate, has had or would
reasonably be expected to have a Company Material Adverse Effect; provided,
however, that delivery of any notice pursuant to this Section 3.4 shall not
limit or affect any rights of or remedies available to the Investor; provided,
further, that a failure to comply with this Section 3.4 shall not constitute a
breach of this Agreement or the failure of any condition set forth in Section
1.2 to be satisfied unless the underlying Company Material Adverse Effect or
material breach would independently result in the failure of a condition set
forth in Section 1.2 to be satisfied.

     3.5 Access, Information and Confidentiality.

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

     (b) The Investor will use reasonable best efforts to hold, and will use
reasonable best efforts to cause its agents, consultants, contractors and
advisors to hold, in confidence all nonpublic records, books, contracts,
instruments, computer data and other data and information (collectively,
"Information") concerning the Company furnished or made available to it by the
Company or its representatives pursuant to this Agreement (except to the extent
that such information can be shown to have been (i) previously known by such
party on a non-confidential basis, (ii) in the public domain through no fault of
such party or (iii) later lawfully acquired from other sources by the party to
which it was furnished (and without violation of any other confidentiality
obligation)); provided that nothing herein shall prevent the Investor from
disclosing any Information to the extent required by applicable laws or
regulations or by any subpoena or similar legal process.

                                   Article IV
                              Additional Agreements

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

                                       15









exemption from registration under the Securities Act solely for investment with
no present intention to distribute them to any person in violation of the
Securities Act or any applicable U.S. state securities laws, (b) will not sell
or otherwise dispose of any of the Purchased Securities or the Warrant Shares,
except in compliance with the registration requirements or exemption provisions
of the Securities Act and any applicable U.S. state securities laws, and (c) has
such knowledge and experience in financial and business matters and in
investments of this type that it is capable of evaluating the merits and risks
of the Purchase and of making an informed investment decision.

     4.2 Legends.

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

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

     (b) The Investor agrees that all certificates or other instruments
representing the Warrant will also bear a legend substantially to the following
effect:

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

     (c) In addition, the 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

                                       16









     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."

     (d) In the event that any Purchased Securities or Warrant Shares (i) become
registered under the Securities Act or (ii) are eligible to be transferred
without restriction in accordance with Rule 144 or another exemption from
registration under the Securities Act (other than Rule 144A), the Company shall
issue new certificates or other instruments representing such Purchased
Securities or Warrant Shares, which shall not contain the applicable legends in
Sections 4.2(a) and (c) above; provided that the Investor surrenders to the
Company the previously issued certificates or other instruments. Upon Transfer
of all or a portion of the Warrant in compliance with Section 4.4, the Company
shall issue new certificates or other instruments representing the Warrant,
which shall not contain the applicable legend in Section 4.2(b) above; provided
that the Investor surrenders to the Company the previously issued certificates
or other instruments.

     4.3 Certain Transactions. The Company will not merge or consolidate with,
or sell, transfer or lease all or substantially all of its property or assets
to, any other party unless the successor, transferee or lessee party (or its
ultimate parent entity), as the case may be (if not the Company), expressly
assumes the due and punctual performance and observance of each and every
covenant, agreement and condition of this Agreement to be performed and observed
by the Company.

                                       17









     4.4 Transfer of Purchased Securities and Warrant Shares; Restrictions on
Exercise of the Warrant. Subject to compliance with applicable securities laws,
the Investor shall be permitted to transfer, sell, assign or otherwise dispose
of ("Transfer") all or a portion of the Purchased Securities or Warrant Shares
at any time, and the Company shall take all steps as may be reasonably requested
by the Investor to facilitate the Transfer of the Purchased Securities and the
Warrant Shares; provided that the Investor shall not Transfer a portion or
portions of the Warrant with respect to, and/or exercise the Warrant for, more
than one-half of the Initial Warrant Shares (as such number may be adjusted from
time to time pursuant to Section 13 thereof) in the aggregate until the earlier
of (a) the date on which the Company (or any successor by Business Combination)
has received aggregate gross proceeds of not less than the Purchase Price (and
the purchase price paid by the Investor to any such successor for securities of
such successor purchased under the CPP) from one or more Qualified Equity
Offerings (including Qualified Equity Offerings of such successor) and (b)
December 31, 2009. "Qualified Equity Offering" means the sale and issuance for
cash by the Company to persons other than the Company or any of the Company
Subsidiaries after the Closing Date of shares of perpetual Preferred Stock,
Common Stock or any combination of such stock, that, in each case, qualify as
and may be included in Tier 1 capital of the Company at the time of issuance
under the applicable risk-based capital guidelines of the Company's Appropriate
Federal Banking Agency (other than any such sales and issuances made pursuant to
agreements or arrangements entered into, or pursuant to financing plans which
were publicly announced, on or prior to October 13, 2008). "Business
Combination" means a merger, consolidation, statutory share exchange or similar
transaction that requires the approval of the Company's stockholders.

     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

                                       18









     Shelf Registration Statement unless and until requested to do so in writing
     by the Investor.

          (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 the
     Investor or any other Holder intends to distribute any Registrable
     Securities by means of an underwritten offering it shall promptly so advise
     the Company and the Company shall take all reasonable steps to facilitate
     such distribution, including the actions required pursuant to Section
     4.5(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 (i) 2% of the initial aggregate
     liquidation preference of the Preferred Shares if such initial aggregate
     liquidation preference is less than $2 billion and (ii) $200 million if the
     initial aggregate liquidation preference of the Preferred Shares is equal
     to or greater than $2 billion. The lead underwriters in any such
     distribution shall be selected by the Holders of a majority of the
     Registrable Securities to be distributed; provided that to the extent
     appropriate and permitted under applicable law, such Holders shall consider
     the qualifications of any broker-dealer Affiliate of the Company in
     selecting the lead underwriters in any such distribution.

          (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 Investor and all other Holders that
     in the good faith judgment of the Board of Directors, it would be
     materially detrimental to the Company or its securityholders for such
     registration or underwritten offering to be effected at such time, in which
     event the Company shall have the right to defer such registration for a
     period of not more than 45 days after receipt of the request of the
     Investor or any other Holder; provided that such right to delay a
     registration or underwritten offering shall be exercised by the Company (1)
     only if the Company has generally exercised (or is concurrently exercising)
     similar black-out rights against holders of similar securities that have
     registration rights and (2) not more than three times in any 12-month
     period and not more than 90 days in the aggregate in any 12-month period.

          (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 Investor and
     all other Holders of its intention to effect such a registration (but in no
     event less than ten days prior to the anticipated filing date) and will
     include in such registration all Registrable Securities with respect to
     which the Company has received written requests for inclusion therein
     within ten business days after the date of the Company's notice (a
     "Piggyback Registration"). Any such person that has made such a written
     request may withdraw its Registrable Securities from such Piggyback
     Registration by giving written notice to the Company and the managing
     underwriter, if any, on or before the fifth business day prior to the
     planned effective date of such Piggyback Registration. The

                                       19









     Company may terminate or withdraw any registration under this Section
     4.5(a)(iv) prior to the effectiveness of such registration, whether or not
     Investor or any other Holders have elected to include Registrable
     Securities in such registration.

          (v) If the registration referred to in Section 4.5(a)(iv) is proposed
     to be underwritten, the Company will so advise Investor and all other
     Holders as a part of the written notice given pursuant to Section
     4.5(a)(iv). In such event, the right of Investor 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 the Investor (as opposed to other Holders) shall not
     be required to indemnify any person in connection with any registration. If
     any participating person disapproves of the terms of the underwriting, such
     person may elect to withdraw therefrom by written notice to the Company,
     the managing underwriters and the Investor (if the Investor is
     participating in the underwriting).

          (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 Investor 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

                                       20









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.

                                       21









          (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. If the Company notifies the Holders in
     accordance with Section 4.5(c)(vi)(E) to suspend the use of the prospectus
     until the requisite changes to the prospectus have been made, then the
     Holders and any underwriters shall suspend use of such prospectus and use
     their reasonable best efforts to return to the Company all copies of such
     prospectus (at the Company's expense) other than permanent file copies then
     in such Holders' or underwriters' possession. The total number of days that
     any such suspension may be in effect in any 12-month period shall not
     exceed 90 days.

                                       22









          (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
     Holders of a majority of the Registrable Securities being sold in
     connection therewith or by the managing underwriter(s), if any, to expedite
     or facilitate the underwritten disposition of such Registrable Securities,
     and in connection therewith in any underwritten offering (including making
     members of management and executives of the Company available to
     participate in "road shows", similar sales events and other marketing
     activities), (A) make such representations and warranties to the Holders
     that are selling stockholders and the managing underwriter(s), if any, with
     respect to the business of the Company and its subsidiaries, and the Shelf
     Registration Statement, prospectus and documents, if any, incorporated or
     deemed to be incorporated by reference therein, in each case, in customary
     form, substance and scope, and, if true, confirm the same if and when
     requested, (B) use its reasonable best efforts to furnish the underwriters
     with opinions of counsel to the Company, addressed to the managing
     underwriter(s), if any, covering the matters customarily covered in such
     opinions requested in underwritten offerings, (C) use its reasonable best
     efforts to obtain "cold comfort" letters from the independent certified
     public accountants of the Company (and, if necessary, any other independent
     certified public accountants of any business acquired by the Company for
     which financial statements and financial data are included in the Shelf
     Registration Statement) who have certified the financial statements
     included in such Shelf Registration Statement, addressed to each of the
     managing underwriter(s), if any, such letters to be in customary form and
     covering matters of the type customarily covered in "cold comfort" letters,
     (D) if an underwriting agreement is entered into, the same shall contain
     indemnification provisions and procedures customary in underwritten
     offerings (provided that the Investor shall not be obligated to provide any
     indemnity), and (E) deliver such documents and certificates as may be
     reasonably requested by the Holders of a majority of the Registrable
     Securities being sold in connection therewith, their counsel and the
     managing underwriter(s), if any, to evidence the continued validity of the
     representations and warranties made pursuant to clause (i) above and to
     evidence compliance with any customary conditions contained in the
     underwriting agreement or other agreement entered into by the Company.

          (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,

                                       23









     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 Investor may
     designate.

          (xiii) If requested by Holders of a majority of the Registrable
     Securities being registered and/or sold in connection therewith, or the
     managing underwriter(s), if any, promptly include in a prospectus
     supplement or amendment such information as the Holders of a majority of
     the Registrable Securities being registered and/or sold in connection
     therewith or managing underwriter(s), if any, may reasonably request in
     order to permit the intended method of distribution of such securities and
     make all required filings of such prospectus supplement or such amendment
     as soon as practicable after the Company has received such request.

          (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
that a registration statement, prospectus or prospectus supplement contains or
may contain an untrue statement of a material fact or omits or may omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading or that circumstances exist that make
inadvisable use of such registration statement, prospectus or prospectus
supplement, the Investor and each Holder of Registrable Securities shall
forthwith discontinue disposition of Registrable Securities until the Investor
and/or Holder has received copies of a supplemented or amended prospectus or
prospectus supplement, or until the Investor and/or such Holder is advised in
writing by the Company that the use of the prospectus and, if applicable,
prospectus supplement may be resumed, and, if so directed by the Company, the
Investor and/or such Holder shall deliver to the Company (at the Company's
expense) all copies, other than permanent file copies then in the Investor
and/or such Holder's possession, of the prospectus and, if applicable,
prospectus supplement covering such Registrable Securities current at the time
of receipt of such notice. The total number of days that any such suspension may
be in effect in any 12-month period shall not exceed 90 days.

     (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) Neither the Investor nor any Holder shall use any free writing
     prospectus (as defined in Rule 405) in connection with the sale of
     Registrable Securities without the prior written consent of the Company.

                                       24









          (ii) It shall be a condition precedent to the obligations of the
     Company to take any action pursuant to Section 4.5(c) that Investor and/or
     the selling Holders and the underwriters, if any, shall furnish to the
     Company such information regarding themselves, the Registrable Securities
     held by them and the intended method of disposition of such securities as
     shall be required to effect the registered offering of their Registrable
     Securities.

     (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

                                       25









     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 Section 4.5(g)(i). No Indemnitee guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from the Company if the Company was
     not guilty of such fraudulent misrepresentation.

     (h) Assignment of Registration Rights. The rights of the Investor to
registration of Registrable Securities pursuant to Section 4.5(a) may be
assigned by the 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 (i) 2% of
the initial aggregate liquidation preference of the Preferred Shares if such
initial aggregate liquidation preference is less than $2 billion and (ii) $200
million if the initial aggregate liquidation preference of the Preferred Shares
is equal to or greater than $2 billion; provided, however, the transferor shall,
within ten days after such transfer, furnish to the Company written notice of
the name and address of such transferee or assignee and the number and type of
Registrable Securities that are being assigned. 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 the Investor or other Holders pursuant to this Section 4.5, the
Company agrees not to effect (other than pursuant to such registration or
pursuant to a Special Registration) any public sale or distribution, or to file
any Shelf Registration Statement (other than such registration or a Special
Registration) covering, 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,

                                       26









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 Investor
and Holders the benefits of certain rules and regulations of the SEC which may
permit the sale of the Registrable Securities to the public without
registration, the Company agrees to use its reasonable best efforts to:

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

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

          (ii) "Holders' Counsel" means one counsel for the selling Holders
     chosen by 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.

                                       27








          (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.

                                       28









     (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 Investor and the Holders from
time to time may be irreparably harmed by any such failure, and accordingly
agree that the Investor and such Holders, in addition to any other remedy to
which they may be entitled at law or in equity, to the fullest extent permitted
and enforceable under applicable law shall be entitled to compel specific
performance of the obligations of the Company under this Section 4.5 in
accordance with the terms and conditions of this Section 4.5.

     (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 Investor and the Holders under this Section 4.5
or that otherwise conflicts with the provisions hereof in any manner that may
impair the rights granted to the Investor and the Holders under this Section
4.5. In the event the Company has, prior to the Signing Date, entered into any
agreement with respect to its securities that is inconsistent with the rights
granted to the Investor and the Holders under this Section 4.5 (including
agreements that are inconsistent with the order of priority contemplated by
Section 4.5(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 Investor. In the case of any securities held
by the Investor that cease to be Registrable Securities solely by reason of
clause (2) in the definition of "Registrable Securities," the provisions of
Sections 4.5(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 the Investor by one or more broker-dealers, an
"underwriting agreement" shall include any purchase agreement entered into by
such broker-dealers, and any "registration statement" or "prospectus" shall
include any offering document approved by the Company and used in connection
with such distribution.

     (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 Investor and all Holders of the Warrant shall take reasonable steps to agree
to revisions to the Warrant to permit a public distribution of the Warrant,
including entering into a warrant agreement and appointing a warrant agent.

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

     4.7 Depositary Shares. Upon request by the Investor at any time following
the Closing Date, the Company shall promptly enter into a depositary
arrangement, pursuant to customary agreements reasonably satisfactory to the
Investor and with a depositary reasonably acceptable to the Investor, pursuant
to which the Preferred Shares may be deposited and depositary shares, each
representing a fraction of a Preferred Share as specified by the Investor, may
be issued. From and after the execution of any such depositary arrangement, and
the

                                       29









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 Investor has transferred all of the Preferred Shares to third parties which
are not Affiliates of the Investor, neither the Company nor any Company
Subsidiary shall, without the consent of the Investor:

          (i) declare or pay any dividend or make any distribution on the Common
     Stock (other than (A) regular quarterly cash dividends of not more than the
     amount of the last quarterly cash dividend per share declared or, if lower,
     publicly announced an intention to declare, on the Common Stock prior to
     October 14, 2008, as adjusted for any stock split, stock dividend, reverse
     stock split, reclassification or similar transaction, (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

                                       30









     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) Until such time as the Investor ceases 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 Investor on the same terms and
conditions.

     (c) "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
Investor or the Transfer by the Investor of all of the Preferred Shares to one
or more third parties not affiliated with the Investor, the Company may
repurchase, in whole or in part, at any time any other equity securities of the
Company purchased by the Investor pursuant to this Agreement or the Warrant and
then held by the Investor, upon notice given as provided in clause (b) below, at
the Fair Market Value of the equity security.

     (b) Notice of every repurchase of equity securities of the Company held by
the Investor 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 Investor 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 Investor, 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

                                       31









     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 Investor; otherwise, the
     average of all three determinations shall be binding upon the Company and
     the Investor. 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 Investor. If the Investor 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
     Investor 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 Investor'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 Investor's objection.

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

                                   Article V
                                 Miscellaneous

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

     (a) by either the Investor or the Company if the Closing shall not have
occurred by the 30th calendar day following the Signing Date; provided, however,
that in the event the Closing has not occurred by such 30th calendar day, the
parties will consult in good faith to determine whether to extend the term of
this Agreement, it being understood that the parties shall be required to
consult only until the fifth day after such 30th calendar day and not be under
any obligation to extend the term of this Agreement thereafter; provided,
further, that the right to terminate this Agreement under this Section 5.1(a)
shall not be available to any party whose breach of any representation or
warranty or failure to perform any obligation under this

                                       32









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

     (c) by the mutual written consent of the Investor and the Company.

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

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

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

     5.4 Waiver of Conditions. The conditions to each party's obligation to
consummate the Purchase are for the sole benefit of such party and may be waived
by such party in whole or in part to the extent permitted by applicable law. No
waiver will be effective unless it is in a writing signed by a duly authorized
officer of the waiving party that makes express reference to the provision or
provisions subject to such waiver.

     5.5 Governing Law: Submission to Jurisdiction, Etc. This Agreement will be
governed by and construed in accordance with the federal law of the United
States if and to the extent such law is applicable, and otherwise in accordance
with the laws of the State of New York applicable to contracts made and to be
performed entirely within such State. Each of the parties hereto agrees (a) to
submit to the exclusive jurisdiction and venue of the United States District
Court for the District of Columbia and the United States Court of Federal Claims
for any and all civil actions, suits or proceedings arising out of or relating
to this Agreement or the Warrant or the transactions contemplated hereby or
thereby, and (b) that notice may be served upon (i) the Company at the address
and in the manner set forth for notices to the Company in Section 5.6 and (ii)
the Investor in accordance with federal law. To the extent permitted by
applicable law, each of the parties hereto hereby unconditionally waives trial
by jury in any civil

                                       33









legal action or proceeding relating to this Agreement or the Warrant or the
transactions contemplated hereby or thereby.

     5.6 Notices. Any notice, request, instruction or other document to be given
hereunder by any party to the other will be in writing and will be deemed to
have been duly given (a) on the date of delivery if delivered personally, or by
facsimile, upon confirmation of receipt, or (b) on the second business day
following the date of dispatch if delivered by a recognized next day courier
service. All notices to the Company shall be delivered as set forth in Schedule
A, or pursuant to such other instruction as may be designated in writing by the
Company to the Investor. All notices to the Investor shall be delivered as set
forth below, or pursuant to such other instructions as may be designated in
writing by the Investor to the Company.

                      If to the Investor:

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

     5.7 Definitions

     (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

                                       34









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.

     5.9 Severability. If any provision of this Agreement or the Warrant, or the
application thereof to any person or circumstance, is determined by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof, or the application of such provision to persons or
circumstances other than those as to which it has been held invalid or
unenforceable, will remain in full force and effect and shall in no way be
affected, impaired or invalidated thereby, so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination, the parties shall
negotiate in good faith in an effort to agree upon a suitable and equitable
substitute provision to effect the original intent of the parties.

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

                                       ***

                                       35









                                                                         ANNEX A

                       FORM OF CERTIFICATE OF DESIGNATIONS


                                 [SEE ATTACHED*]

*  See Exhibit 3.1 to this Form 8-K filed on February 3, 2009.









                                                                         ANNEX B

                                 FORM OF WAIVER


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

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

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









                                                                         ANNEX C

                                 FORM OF OPINION

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

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

     (c) The Warrant has been duly authorized and, when executed and delivered
as contemplated by the Agreement, will constitute a valid and legally binding
obligation of the Company enforceable against the Company in accordance with its
terms, except as the same may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and general equitable principles, regardless of
whether such enforceability is considered in a proceeding at law or in equity.

     (d) The shares of Common Stock issuable upon exercise of the Warrant have
been duly authorized and reserved for issuance upon exercise of the Warrant and
when so issued in accordance with the terms of the Warrant will be validly
issued, fully paid and non-assessable.

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

     (f) The execution, delivery and performance by the Company of the Agreement
and the Warrant and the consummation of the transactions contemplated thereby
have been duly authorized by all necessary corporate action on the part of the
Company and its stockholders, and no further approval or authorization is
required on the part of the Company.

     (g) The Agreement is a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as the same
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the enforcement of creditors' rights generally and
general equitable principles, regardless of whether such enforceability is
considered in a proceeding at law or in equity; provided, however, such counsel
need express no opinion with respect to Section 4.5(g) or the severability
provisions of the Agreement insofar as Section 4.5(g) is concerned.









                                                                         ANNEX D

                                 FORM OF WARRANT


                                 [SEE ATTACHED*]

*  See Exhibit 4.2 to this Form 8-K filed on February 3, 2009.








                                                                      SCHEDULE A

                         ADDITIONAL TERMS AND CONDITIONS


Company Information:

         Name of the Company:  Guaranty Federal Bancshares, Inc.

         Corporate or other organizational form: Corporation

         Jurisdiction of Organization:  Delaware

         Appropriate Federal Banking Agency: Federal Deposit Insurance
         Corporation and the Board of Governors of the Federal Reserve System

         Notice Information:

         Guaranty Federal Bancshares, Inc.
         1341 W. Battlefield
         Springfield, Missouri 65807
         Attn:  Shaun A. Burke, President and Chief Executive Officer
         Fax:  (417) 520-6074

         With a copy to:

         Husch Blackwell Sanders LLP
         720 Olive Street, Suite 2400
         St. Louis, Missouri 63101
         Attn: Douglas M. Worley, Esq.
         Fax: (314) 345-6060

Terms of the Purchase:

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

         Per Share Liquidation Preference of Preferred Stock:  $1,000.00 per
         share

         Number of Shares of Preferred Stock Purchased:  17,000

         Dividend Payment Dates on the Preferred Stock:  February 15, May 15,
         August 15 and November 15 of each year

         Number of Initial Warrant Shares:  459,459

         Exercise Price of the Warrant: $5.55







         Purchase Price:  $17,000,000

Closing:

         Location of Closing:

         Hughes Hubbard & Reed LLP
         One Battery Park Plaza
         New York, New York 10004-1482

         Time of Closing:  9:00 a.m., Eastern Standard Time

         Date of Closing:  January 30, 2009

         Wire Information for Closing:  [Intentionally Omitted]






                                                                      SCHEDULE B

                                 CAPITALIZATION


Capitalization Date:  December 31, 2008


Common Stock

         Par value:  $0.10

         Total Authorized:  10,000,000

         Outstanding: 2,613,340

         Subject to warrants, options, convertible securities, etc.: 224,954

         Reserved for benefit plans and other issuances: 88,893

         Remaining authorized but unissued:  7,072,813

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

Preferred Stock

         Par value:  $0.01

         Total Authorized:  2,000,000

         Outstanding (by series):  None

         Reserved for issuance:  None

         Remaining authorized but unissued:  2,000,000







                                                                      SCHEDULE C
                         REQUIRED STOCKHOLDER APPROVALS


                                       Required(1)           % Vote Required

Warrants - Common Stock Issuance


Charter Amendment


Stock Exchange Rules











If no stockholder approvals are required, please so indicate by checking the
box: |X|


--------

(1) If stockholder approval is required, indicate applicable class/series of
capital stock that are required to vote.







                                                                      SCHEDULE D


                                   LITIGATION

List any exceptions to the representation and warranty in Section 2.2(l) of the
Securities Purchase Agreement - Standard Terms.














If none, please so indicate by checking the box: |X|







                                                                      SCHEDULE E

                              COMPLIANCE WITH LAWS

List any exceptions to the representation and warranty in the second sentence of
Section 2.2(m) of the Securities Purchase Agreement - Standard Terms.













If none, please so indicate by checking the box: |X|




List any exceptions to the representation and warranty in the last sentence of
Section 2.2(m) of the Securities Purchase Agreement - Standard Terms.









If none, please so indicate by checking the box: |X|







                                                                      SCHEDULE F

                              REGULATORY AGREEMENTS

List any exceptions to the representation and warranty in Section 2.2(s) of the
Securities Purchase Agreement - Standard Terms.












If none, please so indicate by checking the box: |X|