ex10193010.htm


    Exhibit
10.1

    
 

    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
the number of shares of a series of its preferred stock set forth on Schedule A hereto
(the “CDCI Preferred Shares”) to the
United States Department of the Treasury (the “Investor”) in exchange for
the number of shares of preferred stock previously acquired by the Investor
pursuant to the Company’s participation in the Troubled Asset Relief Program
Capital Purchase Program set forth on Schedule A (the
“CPP Preferred
Shares”).

     

    The
purpose of this letter agreement is to confirm the terms and conditions of the
exchange.  Except to the extent supplemented or superseded by the
terms set forth herein or in the Schedules hereto, the provisions contained in
the Exchange Agreement – Standard Terms attached hereto as Exhibit A (the “Exchange Agreement”) are
incorporated by reference herein.  Terms that are defined in the
Exchange Agreement are used in this letter agreement as so
defined.  In the event of any inconsistency between this letter
agreement and the Exchange 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 CDCI Preferred Shares and the
exchange of the “Preferred Shares” for the CPP Preferred Shares pursuant to this
letter agreement and the Exchange Agreement on the terms specified on Schedule A
hereto.

     

    This
letter agreement (including the Schedules hereto), the Exchange Agreement
(including the Annexes thereto) and the Disclosure Schedules (as defined in the
Exchange Agreement) 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 Exchange 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.

     

    * *
*


    
      
        
          UST Sequence No.
208

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    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/David N.
      Miller                           
      


    

    
      	
               
      

            	
                     
      Name: David N. Miller

            


    

    
      	
               
      

            	
                     
      Title: Chief Investment Officer

            


    

     

    
      	
               
      

            	
              COMPANY:
      Security Federal Corporation

            


    

     

    
      	
               

            	By: /s/Timothy W.
      Simmons                 
      


    

    
      	
               
      

            	
                    
      Name: Timothy W. Simmons

            


    

    
      	
               
      

            	
                    
      Title:   President and Chief Executive
    Officer

            


    

     

    Date:
September 29, 2010


    
      
        
          UST Sequence No.
208

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    EXHIBIT
A

     

    EXCHANGE
AGREEMENT


    
      
        
          UST Sequence No.
208

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      EXHIBIT
A

      (CDFI Bank/Thrifts

      Senior Preferred Stock)

      
        	 


      

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      


       

      EXCHANGE
AGREEMENT

       

       

      STANDARD
TERMS

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      


       

      
        	 


      

       


      
        
          
            UST
Sequence No. 208

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      TABLE OF
CONTENTS

       

      Page

       

       

      ARTICLE
I

       

      THE
CLOSING; THE EXCHANGE OF CDCI PREFERRED STOCK FOR CPP PREFERRED
STOCK

       

      
        	
                Section
      1.1

              	The CDCI Preferred
      Stock 	2 
	
                Section
      1.2

              	The
      Closing 	2 


      

       

      ARTICLE
II

       

      EXCHANGE

       

      
      

       

      
        	
                Section
      2.1

              	Exchange 	5 
	
                Section
      2.2

              	Exchange
      Documentation 	5 


      

       

       

      ARTICLE
III

       

      REPRESENTATIONS
AND WARRANTIES OF THE COMPANY

       

      
        	
                Section
      3.1

              	Existence and
      Power 	6 
	
                Section
      3.2

              	CDCI Preferred
      Shares 	6 
	
                Section
      3.3

              	Community
      Development Financial Institution Status; Domestic
    Ownership 	7 
	
                Section
      3.4

              	Authorization and
      Enforceability 	7 
	
                Section
      3.5

              	Anti-Takeover
      Provisions and Rights Plan 	8 
	
                Section
      3.6

              	No Company Material
      Adverse Effect 	8 
	
                Section
      3.7

              	Company Financial
      Statements 	8 
	
                Section
      3.8

              	No Undisclosed
      Liabilities 	8 
	
                Section
      3.9

              	Offering of
      Securities 	9 
	
                Section
      3.10

              	Litigation and Other
      Proceedings 	9 
	
                Section
      3.11

              	Compliance with
      Laws 	9 
	
                Section
      3.12

              	Employee Benefit
      Matters 	9 
	
                Section
      3.13

              	Taxes 	10 
	
                Section
      3.14

              	Properties and
      Leases 	10 
	
                Section
      3.15

              	Environmental
      Liability 	11 
	
                Section
      3.16

              	Risk Management
      Instruments 	11 
	
                Section
      3.17

              	Agreements with
      Regulatory Agencies 	11 
	
                Section
      3.18

              	Insurance 	12 
	
                Section
      3.19

              	Intellectual
      Property	12 
	
                Section
      3.20

              	Brokers and
      Finders 	12 
	Section
      3.21 	Disclosure
      Schedule 	12 
	 	 	 


      

       

       

      
        
          
          

        

        
          
            UST
Sequence No. 208
-i-

          
            

          

        

        
          
          

        

      

       

       

      
        	
                Section
      3.22

              	CPP Preferred
      Stock 	13 


      

       

       

      ARTICLE
IV

       

      COVENANTS

       

      
        	
                Section
      4.1

              	Affirmative
      Covenants 	13 
	
                Section
      4.2

              	Negative
      Covenants 	20 


      

       

       

      ARTICLE
V

       

      ADDITIONAL
AGREEMENTS

       

      
        	
                Section
      5.1

              	Purchase for
      Investment 	21 
	
                Section
      5.2

              	Legends 	21 
	
                Section
      5.3

              	Transfer of CDCI
      Preferred Shares 	23 
	
                Section
      5.4

              	Rule 144; Rule 144A;
      4(11⁄2) Transactions 	23 
	
                Section
      5.5

              	Depositary
      Shares 	24 
	
                Section
      5.6

              	Expenses and Further
      Assurances 	25 
	
                Section
      5.7

              	Repurchase of
      Investor Securities 	25 


      

       

       

      ARTICLE
VI

       

      MISCELLANEOUS

       

       

      
        	
                Section
      6.1

              	Termination 	25 
	
                Section
      6.2

              	Survival 	26 
	
                Section
      6.3

              	Amendment 	26 
	
                Section
      6.4

              	Waiver of
      Conditions 	27 
	
                Section
      6.5

              	Governing Law;
      Submission to Jurisdiction, etc 	27 
	
                Section
      6.6

              	Notices 	27 
	
                Section
      6.7

              	Definitions,
      Interpretation 	28 
	
                Section
      6.8

              	Interpretation 	31 
	
                Section
      6.9

              	Assignment 	31 
	
                Section
      6.10

              	Severability 	32 
	
                Section
      6.11

              	No Third-Party
      Beneficiaries 	32 
	
                Section
      6.12

              	Entire Agreement,
      etc 	32 
	
                Section
      6.13

              	Specific
      Performance 	32 


      

       

      



      
        
          
          

           


        

        
          
            UST
Sequence No. 208
-ii-  

          
            

          

        

        
           


        

      


       

      LIST
OF ANNEXES

       

      


       

      
        	
                 
      

              	
                ANNEX
      A:  FORM OF OFFICER’S
CERTIFICATE

              


      

       

      
        	
                 
      

              	
                ANNEX
      B:  FORM OF NEW CERTIFICATE OF
  DESIGNATIONS

              


      

       

      
        	
                 
      

              	
                ANNEX
      C:  FORM OF OPINION

              


      

       

      
        	
                 
      

              	
                ANNEX
      D:  FORM OF WAIVER

              


      

       

      
        	
                 
      

              	
                ANNEX
      E:  REGISTRATION RIGHTS

              


      

       

      
        	
                 
      

              	
                ANNEX
      F:  FORM OF OFFICER’S CERTIFICATE (CDFI
      REQUIREMENTS)

              


      

       

       

       

      
        
          
          

        

        
          
            UST
Sequence No. 208
-iii-

          
            

          

        

        
          
          

        

      

       

      
        	
                Defined Terms

              	 
      
	 	 
	
                Affiliate

              	
                Section 6.7(a)(ii)

              
	
                Agreement

              	
                Recitals

              
	
                Appropriate
      Federal Banking Agency

              	
                Section 6.7(a)(iii)

              
	
                Bank
      Holding Company

              	
                Section 6.7(a)(iv)

              
	
                Bankruptcy
      Exceptions

              	
                Section 3.4(a)

              
	
                Benefit
      Plans

              	
                Section 1.2(c)(vi)

              
	
                Board
      of Directors

              	
                Section 3.5

              
	
                Business
      Combination

              	
                Section 6.7(a)(v)

              
	
                Capitalization
      Date

              	
                Section 3.1(b)

              
	
                CDCI

              	
                Recitals

              
	
                CDCI
      Preferred Shares

              	
                Recitals

              
	
                CDCI
      Preferred Stock

              	
                Recitals

              
	
                CDFI

              	
                Section 3.3

              
	
                CDFI
      Application

              	
                Section 1.2(c)(xii)

              
	
                CDFI
      Application Update

              	
                Section 1.2(c)(xii)

              
	
                Certified
      Entity

              	
                Section 6.7
      (a)(vi)

              
	
                Charter

              	
                Section 1.2(c)(iv)

              
	
                Closing

              	
                Section 1.2(a)

              
	
                Closing
      Date

              	
                Section 1.2(a)

              
	
                Code

              	
                Section 3.12

              
	
                Common
      Stock

              	
                Section 3.1(b)

              
	
                Company

              	
                Recitals

              
	
                Company
      Financial Statements

              	
                Section 6.7(a)(vii)

              
	
                Company
      Material Adverse Effect

              	
                Section 6.7(a)(viii)

              
	
                Company
      Subsidiaries

              	
                Section 3.4(b)

              
	
                Compensation
      Regulations

              	
                Section 1.2(c)(vi)

              
	
                Controlled
      Group

              	
                Section 3.12

              
	
                CPP

              	
                Recitals

              
	
                CPP
      Preferred Shares

              	
                Recitals

              
	
                CPP
      Preferred Stock

              	
                Recitals

              
	
                CPP
      Securities

              	
                Section
      6.12(b)

              
	
                CPP
      Securities Purchase Agreement

              	
                Recitals

              
	
                CPP
      Signing Date

              	
                Recitals

              
	
                CPP
      Waiver

              	
                Section
      1.2(c)(vii)

              
	
                Designated
      Matters

              	
                Section 6.7(a)(ix)

              
	
                Development
      Services

              	
                Section 4.1(d)(i)

              
	
                Disclosure
      Schedule

              	
                Section 6.7(a)(x)

              
	
                Disclosure
      Update

              	
                Section 1.2(c)(xi)

              
	
                EAWA

              	
                Section 6.7(a)(xi)

              
	
                EESA

              	
                Section 1.2(c)(vi)

              
	
                ERISA

              	
                Section 3.12

              
	
                Exchange

              	
                Recitals

              
	
                Exchange
      Act

              	
                Section 5.3

              


         

         

        
          
            
            

          

          
            
              UST
Sequence No. 208
-iv-

            
              

            

          

          
            
            

          

        

         

         

        	
                Federal
      Reserve

              	
                Section
      6.7(a)(iv)

              
	
                Financial
      Products

              	
                Section 4.1(d)(i)

              
	
                Fund

              	
                Section 1.2(c)(xii)

              
	
                Governmental
      Entities

              	
                Section 1.2(c)

              
	
                Holder

              	
                Section 5.4

              
	
                Indemnitee

              	
                Section 5.4(b)

              
	
                Information

              	
                Section 4.1(c)(iii)

              
	
                Investment
      Area

              	
                Section 4.1(d)(i)

              
	
                Investor

              	
                Recitals

              
	
                Junior
      Stock

              	
                Section 6.7(a)(xii)

              
	
                Letter
      Agreement

              	
                Recitals

              
	
                MHA

              	
                Section 4.1(i)

              
	
                New
      Certificate of Designations

              	
                Section 1.2(c)(iv)

              
	
                Parity
      Stock

              	
                Section 6.7(a)(xiii)

              
	
                Plan

              	
                Section 3.12

              
	
                Previously
      Disclosed

              	
                Section 6.7(a)(xiv)

              
	
                Proprietary
      Rights

              	
                Section 3.19

              
	
                Regulatory
      Agreement

              	
                Section 3.17

              
	
                Relevant
      Period

              	
                Section 1.2(c)(vi)

              
	
                Savings
      and Loan Holding Company

              	
                Section 6.7(a)(xv)

              
	
                Schedules

              	
                Recitals

              
	
                SEC

              	
                Section 3.9

              
	
                Section 4.1(e)
      Employee

              	
                Section 4.1(e)(ii)

              
	
                Securities
      Act

              	
                Section
      3.1(a)

              
	
                Senior
      Executive Officers

              	
                Section 6.7(a)(xvi)

              
	
                Share
      Dilution Amount

              	
                Section 6.7(a)(xvii)

              
	
                Signing
      Date

              	
                Section 1.2(c)(xi)

              
	
                subsidiary

              	
                Section
      6.7(a)(i)

              
	
                Target
      Market

              	
                Section 4.1(d)(i)

              
	
                Targeted
      Populations

              	
                Section 4.1(d)(i)

              
	
                Tax

              	
                Section 6.7(xviii)

              
	
                Transfer

              	
                Section 5.3

              


      


      
        
          
          

           


        

        
          
            UST
Sequence No. 208
-v-  

          
            

          

        

        
           


        

      


      


       

      EXCHANGE
AGREEMENT – STANDARD TERMS


       

      Recitals:

       

      WHEREAS, the United States
Department of the Treasury (the “Investor”) has
purchased shares of preferred stock or has acquired shares of preferred stock
through the exercise of warrants or the exchange of other securities
(collectively, the “CPP Preferred Stock”)
from eligible financial institutions which elected to participate in the
Troubled Asset Relief Program Capital Purchase Program (“CPP”);

       

      WHEREAS, the Investor may from
time to time agree to exchange the shares of CPP Preferred Stock it received
from eligible financial institutions that participated in CPP for newly issued
shares of preferred stock (“CDCI Preferred
Stock”) from such eligible financial institutions to the extent they
elect to participate in the Community Development Capital Initiative (“CDCI”);

       

      WHEREAS, an eligible financial
institution electing to participate in the CDCI  and exchange CPP
Preferred Stock for CDCI Preferred Stock shall enter into a letter agreement
(the “Letter
Agreement”) with the Investor which incorporates this Exchange Agreement
– Standard Terms (the eligible financial institution identified in the Letter
Agreement, the “Company”);

       

      WHEREAS, the Company issued
the CPP Preferred Stock (or warrants exercised to acquire the CPP Preferred
Stock or the securities exchanged for the CPP Preferred Stock) pursuant to that
certain Securities Purchase Agreement – Standard Terms incorporated into a
letter agreement, dated as of the date set forth on Schedule A to
the Letter Agreement (the “CPP Signing Date”),
as amended from time to time, between the Company and the Investor (the “CPP Securities Purchase
Agreement”);

       

      WHEREAS, the Company agrees to
support the availability of credit and financial services to underserved
populations and communities in the United States to promote the expansion of
small businesses and the creation of jobs in such populations and
communities;

       

      WHEREAS, the Company agrees to
work diligently, under existing and any future 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 the number of shares of the series of its CDCI Preferred Stock set
forth on Schedule A to
the Letter Agreement (the “CDCI Preferred Shares”) to
the Investor in exchange for (the “Exchange”) the number
of shares of the CPP Preferred Stock set forth on Schedule A to
the Letter Agreement (the “CPP Preferred
Shares”); and

       

       

      
        
          
          

        

        
          
            UST
Sequence No. 208

          

          
            

          

        

        
          
          

        

      

       

      WHEREAS, the Exchange will be
governed by this Exchange Agreement – Standard Terms and the Letter Agreement,
including the schedules thereto (the “Schedules”),
specifying additional terms of the Exchange. This Exchange 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 Exchange 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


       

      THE CLOSING; THE EXCHANGE OF
CDCI PREFERRED
STOCK FOR CPP PREFERRED STOCK

       

      Section
1.1 The CDCI Preferred
Stock.  The
CDCI Preferred Shares are being issued to the Investor in the Exchange pursuant
to Article II hereof.  The CPP Preferred Shares exchanged for the
CDCI Preferred Shares pursuant to Article II hereof are being reacquired by
the Company and shall have the status of authorized but unissued shares of
preferred stock of the Company undesignated as to series and may be designated
or redesignated and issued or reissued, as the case may be, as part of any
series of preferred stock of the Company; provided that such shares
shall not be reissued as shares of CPP Preferred Stock.

       

      Section
1.2 The
Closing.  (a) On
the terms and subject to the conditions set forth in this Agreement, the closing
of the Exchange (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
Section 1.2, at the Closing (i) the Company will deliver the CDCI
Preferred Shares to the Investor, as evidenced by one or more certificates dated
the Closing Date and registered in the name of the Investor or its designee(s)
and (ii) the Investor will deliver the certificate representing the CPP
Preferred Shares to the Company.

       

      (c) The
obligation of the Investor to consummate the Exchange 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) any
approvals or authorizations of all United States and other governmental,
regulatory or judicial authorities (collectively, “Governmental
Entities”) required for the consummation of the Exchange 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

       

      
        
          
          

        

        
          
            UST
Sequence No. 208
-2-

          
            

          

        

        
          
          

        

      

      

        have
expired and (B) no provision of any applicable United States or other law
and no judgment, injunction, order or decree of any Governmental Entity shall
prohibit consummation of the Exchange as contemplated by this
Agreement;

      

       

      (ii)  (A) the
representations and warranties of the Company set forth in Article III of
this Agreement shall be true and correct in all 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 respects as of such other date) and (B) the Company
shall have performed in all respects all obligations required to be performed by
it under this Agreement at or prior to the Closing;

       

      (iii) the
Company shall have delivered to the Investor a certificate signed on behalf of
the Company by a Senior Executive Officer certifying to the effect that the
conditions set forth in Section 1.2(c)(ii) have been satisfied, in
substantially the form attached hereto as Annex A;

       

      (iv) the
Company shall have duly adopted and filed with the Secretary of State of its
jurisdiction of organization or other applicable Governmental Entity an
amendment to its certificate or articles of incorporation, articles of
association, or similar organizational document (“Charter”) in
substantially the form attached hereto as Annex B (the
“New Certificate of
Designations”) and the Company shall have delivered to the Investor a
copy of the filed New Certificate of Designations with appropriate evidence from
the Secretary of State or other applicable Governmental Entity that the filing
has been accepted, or if a filed copy is unavailable, a certificate signed on
behalf of the Company by a Senior Executive Officer certifying to the effect
that the filing of the New Certificate of Designation has been accepted, in
substantially the form attached hereto as Annex A;

       

      (v) the
Company shall have delivered to the Investor, a certificate signed on behalf of
the Company by a Senior Executive Officer certifying to the effect that the
Charter and bylaws of the Company delivered to the Investor pursuant to the CPP
Securities Purchase Agreement remain true, complete and correct, in
substantially the form attached hereto as Annex A; to the
extent that the Charter and bylaws of the Company delivered to the Investor
pursuant to the CPP Securities Purchase Agreement are no longer true, correct
and complete, prior to the Closing Date, the Company shall deliver to Investor
true, complete and correct certified copies of any amendments or supplements to
the Charter or bylaws of the Company or the documentation necessary to make the
Charter or bylaws of the Company delivered to the Investor true, correct and
complete as of the Closing Date;

       

      (vi) (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 any other employee of the Company
or its Affiliates subject to Section 111 of the Emergency Economic
Stabilization Act of 2008, as amended by the American Recovery and Reinvestment
Act of 2009, or otherwise from

       

       

      
        
          
          

        

        
          
            UST
Sequence No. 208
-3-

          
            

          

        

        
          
          

        

      

      

        time to
time (“EESA”),
as implemented by any guidance, rule or regulation thereunder, as the same shall
be in effect from time to time (collectively, the “Compensation
Regulations”) (and to the extent necessary for such changes to be legally
enforceable, each of its Senior Executive Officers and other employees shall
have duly consented in writing to such changes), as may be necessary, during the
period in which any obligation of the Company arising from financial assistance
under the Troubled Asset Relief Program remains outstanding (such period, as it
may be further described in the Compensation Regulations, the “Relevant Period”), in
order to comply with Section 111 of EESA or the Compensation Regulations
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(c)(vi)(A) has been satisfied, in
substantially the form attached hereto as Annex A;

      

       

      (vii) the
Company shall have delivered to the Investor, a written waiver from each of the
Company’s Senior Executive Officers and any other employee of the Company
required to have delivered a waiver to Investor pursuant to Section 1.2(d)(v) of
the CPP Securities Purchase Agreement (each, a “CPP Waiver”) and, to
the extent that any Senior Executive Officer or any other employee of the
Company or its Affiliates that are subject to Section 111 of EESA did not
deliver a CPP Waiver, the Company shall cause each such Senior Executive Officer
or other employee to have delivered to the Investor a written waiver in the form
attached hereto as Annex D
releasing the Investor and the Company from any claims that such Senior
Executive Officer or other employee may otherwise have as a result of the
modification of, or the agreement of the Company hereunder to modify, the terms
of any Benefit Plans with respect to its Senior Executive Officers or other
employees to eliminate any provisions of such Benefit Plans that would not be in
compliance with the requirements of Section 111 of EESA as implemented by
the Compensation Regulations;

       

      (viii) 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;

       

      (ix) 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
CDCI Preferred Shares to the Investor or its designee(s);

       

      (x) the
Company and the Company Subsidiaries shall have taken all necessary action to
ensure that the Company and the Company Subsidiaries and their executive
officers, respectively, are in compliance with (i) all guidelines put forth
by the Investor with respect to transparency, reporting and monitoring and
(ii) the provisions of EESA and any federal law respecting EESA, including
the Employ American Workers Act (Section 1611 of Division A, Title XVI of
the American Recovery and Reinvestment Act of 2009), Public Law No. 111-5,
effective as of February 17, 2009, and all rules, regulations and guidance
issued thereunder;

       

      (xi) the
Company shall have delivered to the Investor, a copy of the Disclosure
Schedule on or prior to the date of the Letter Agreement (the “Signing Date”) and,
to the 

       

       

      
        
          
          

        

        
          
            UST
Sequence No. 208
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        extent
that any information set forth on the Disclosure Schedule needs to be
updated or supplemented to make it true, complete and correct as of the Closing
Date, (i) the Company shall have delivered to the Investor an update to the
Disclosure Schedule (the “Disclosure Update”),
setting forth any information necessary to make the Disclosure
Schedule true, correct and complete as of the Closing Date and
(ii) the Investor, in its sole discretion, shall have approved the
Disclosure Update, provided, however, that the delivery
and acceptance of the Disclosure Update shall not limit or affect any rights of
or remedies available to the Investor;

      

       

      (xii) the
Company shall have delivered to the Investor prior to the Signing Date either
(i) a true, complete and correct certified copy of each CDFI Certification
Application that each Certified Entity submitted to the Community Development
Financial Institution Fund (the “Fund”)  in
connection with its certification as a CDFI along with any updates to the CDFI
Certification Application necessary to make it true, complete and correct as of
the Signing Date or (ii), to the extent a copy of the CDFI Certification
Application that any Certified Entity submitted to the Fund in connection with
its certification as a CDFI is not available, a newly completed CDFI
Certification Application with respect to such Certified Entity true, complete
and correct as of the Signing Date (the CDFI Certification Application delivered
to the Investor pursuant to this Section 1.2(c)(xii), the “CDFI Application”),
and, to the extent any information set forth in the CDFI Application is not
true, complete and correct as of the Closing Date, the Company shall have
delivered to the Investor an update to the CDFI Application (the “CDFI Application
Update”), setting forth any information necessary to make the information
set forth in the CDFI Application true, correct and complete as of the Closing
Date; and

       

      (xiii) CPP/CDCI
Securities.  The Company shall have paid to Investor all
accrued and unpaid dividends or interest then due on the CPP Preferred
Stock.

       

      ARTICLE
II

      


      EXCHANGE

       

      Section
2.1 Exchange.  On
the terms and subject to the conditions set forth in this Agreement, the
Company agrees to issue the CDCI Preferred Shares to the Investor in exchange
for CPP Preferred
Shares, and the Investor agrees to deliver to the Company the CPP Preferred Shares
in exchange for the CDCI Preferred Shares.

       

      Section
2.2 Exchange
Documentation.  Settlement
of the Exchange will take place on the Closing Date, at which time the Investor
will cause delivery of the CPP Preferred Shares to the Company or its designated
agent and the Company will cause delivery of the CDCI Preferred Shares to the
Investor or its designated agent.

       

       

      
        
          
          

        

        
          
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      ARTICLE
III


       

      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) that:

       

      Section
3.1 Existence and
Power.

       

      (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,
operate and lease its properties and to conduct its business in all material
respects as it is being currently conducted, and except as has not, individually
or in the aggregate, had and would not reasonably be expected to have a Company
Material Adverse Effect, has been duly qualified as a foreign 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 Certified Entity (if not the Company) and
each subsidiary of the Company that would be considered a “significant
subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X under the
Securities Act of 1933 (the “Securities Act”), has
been duly organized and is validly existing in good standing under the laws of
its jurisdiction of organization.  The Charter and bylaws of the
Company and each Certified Entity (if not 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 and as of the Closing 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).  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 of the Company (“Common Stock”) or
other capital 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 or other capital stock.  Since the Capitalization Date,
the Company has not issued any shares of Common Stock or other capital stock
other than (i) shares issued upon the exercise of stock options or
delivered under other equity-based awards or other convertible securities or
warrants which were issued and outstanding on the Capitalization Date and
disclosed on Schedule B and
(ii) shares disclosed on Schedule B.  Each
holder of 5% or more of any class of capital stock of the Company and such
holder’s primary address are set forth on Schedule B.

       

      Section
3.2 CDCI Preferred
Shares.  The
CDCI Preferred Shares have been duly and validly authorized by all necessary
action, and, when issued and delivered pursuant to 

       

       

      
        
          
          

        

        
          
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Sequence No. 208
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        this
Agreement, such CDCI Preferred Shares will be duly and validly issued and fully
paid and nonassessable, will not be issued in violation of any preemptive
rights, and will rank pari
passu or senior to all other series or classes of CDCI Preferred Stock,
whether or not designated, 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.

      

       

      Section
3.3 Community Development
Financial Institution Status; Domestic Ownership.

       

      (a)  The
Company, collectively with all of its “Affiliates” (within the meaning of 12
C.F.R. 1805.104) satisfies the requirements of 12 C.F.R.
1805.200(b).

       

      (b) Each
Certified Entity (A) is a regulated community development financial
institution (a “CDFI”) currently
certified by the Fund of the United States Department of the Treasury pursuant
to 12 C.F.R. 1805.201(a) as having satisfied the eligibility requirements of the
Fund’s Community Development Financial Institutions Program and
(B) satisfies the eligibility requirements for a CDFI set forth in 12
C.F.R. 1805.201(b)(1) – (6).

       

      (c) The
Company is not a Bank Holding Company, Savings and Loan Holding Company, bank or
savings association controlled (within the meaning of the Bank Holding Company
Act of 1956 (12 U.S.C. 1841(a)(2)) and 12 C.F.R. 225(a)(i) in the case of Bank
Holding Companies and banks and the Home Owners’ Loan Act of 1933 (12 U.S.C.
1467a (a)(2)) and 12 C.F.R. 583.7 in the case of Savings and Loan Holding
Companies and savings associations) by a foreign bank or company.

       

      Section
3.4 Authorization and
Enforceability.

       

        (a) The
Company has the corporate power and authority to execute and deliver this
Agreement and to carry out its obligations hereunder (which includes the
issuance of the CDCI Preferred Shares). The execution, delivery and performance
by the Company of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of the Company and its stockholders, and no further approval or
authorization is required on the part of the Company. This Agreement is a valid
and binding obligation of the Company enforceable against the Company in
accordance with its terms, subject to any limitations 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”).

       

      (b) The
execution, delivery and performance by the Company of this Agreement and the
consummation of the transactions contemplated hereby, and compliance by the
Company with the provisions hereof, will not (A) violate, conflict with, or
result in a breach of any provision of, or constitute a default (or an event
which, with notice or lapse of time or both, would constitute a default) under,
or result in the termination of, or accelerate the performance required by, or
result in a right of termination or acceleration of, or result in the creation
of, any lien, security interest, charge or encumbrance upon any of the
properties or assets of the Company or any subsidiary of the Company or
Certified Entity (if not the Company) (each subsidiary or Certified Entity, a
“Company
Subsidiary” and, collectively, the

       

       

      
        
          
          

        

        
          
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Sequence No. 208
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        “Company
Subsidiaries”) under any of the terms, conditions or provisions of
(i) its organizational documents or (ii) any note, bond, mortgage,
indenture, deed of trust, license, lease, agreement or other instrument or
obligation to which the Company or any Company Subsidiary is a party or by which
it or any Company Subsidiary may be bound, or to which the Company or any
Company Subsidiary or any of the properties or assets of the Company or any
Company Subsidiary may be subject, or (B) subject to compliance with the
statutes and regulations referred to in the next paragraph, violate any statute,
rule or regulation or any judgment, ruling, order, writ, injunction or decree
applicable to the Company or any Company Subsidiary or any of their respective
properties or assets except, in the case of clauses (A)(ii) and (B), for
those occurrences that, individually or in the aggregate, have not had and would
not reasonably be expected to have a Company Material Adverse
Effect.

      

       

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

       

      Section
3.5 Anti-Takeover Provisions and
Rights Plan.  The
Board of Directors of the Company (the “Board of Directors”)
has taken all necessary action to ensure that the transactions contemplated by
this Agreement and the consummation of the transactions contemplated hereby,
will be exempt from any anti-takeover or similar provisions of the 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.

       

      Section
3.6 No Company Material Adverse
Effect.  Since
the CPP 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, except as disclosed on Schedule C.

       

      Section
3.7 Company Financial
Statements.  The
Company Financial Statements present fairly in all material respects the
consolidated financial position of the Company and its consolidated subsidiaries
as of the dates indicated therein and the consolidated results of their
operations for the periods specified therein; and except as stated therein, such
financial statements (i) were prepared in conformity with GAAP applied on a
consistent basis (except as may be noted therein) and (ii) have been
prepared from, and are in accordance with, the books and records of the Company
and the Company Subsidiaries.

       

      Section
3.8 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


       

       

      
        
          
          

        

        
          
            UST
Sequence No. 208
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        with
GAAP, except for (i) liabilities that have arisen since the last fiscal
year end in the ordinary and usual course of business and consistent with past
practice and (ii) liabilities that, individually or in the aggregate, have
not had and would not reasonably be expected to have a Company Material Adverse
Effect.

      

       

      Section
3.9 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 the CDCI Preferred
Shares under the Securities Act and the rules and regulations of the Securities
and Exchange Commission (the “SEC”) promulgated
thereunder), which might subject the issuance or acquisition of the CDCI
Preferred Shares to the Investor pursuant to this Agreement to the registration
requirements of the Securities Act.

       

      Section
3.10 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.

       

      Section
3.11 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
the Company or any Company Subsidiary that would, individually or in the
aggregate, reasonably be expected to have a Company Material Adverse
Effect.

       

      Section
3.12 Employee Benefit
Matters.  Except as
would not reasonably be expected to have, either individually or in the
aggregate, a Company Material Adverse Effect: (i) 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 

       

       

      
        
          
          

        

        
          
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Sequence No. 208
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        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;
(ii) with respect to each Plan subject to Title IV of ERISA (including, for
purposes of this clause (ii), any plan subject to Title IV of ERISA that
the Company or any member of its Controlled Group previously maintained or
contributed to in the six years prior to the Signing Date), (1) no
“reportable event” (within the meaning of Section 4043(c) of ERISA), other
than a reportable event for which the notice period referred to in
Section 4043(c) of ERISA has been waived, has occurred in the three years
prior to the Signing Date or is reasonably expected to occur, (2) no
“accumulated funding deficiency” (within the meaning of Section 302 of
ERISA or Section 412 of the Code), whether or not waived, has occurred in
the three years prior to the Signing Date or is reasonably expected to occur,
(3) the fair market value of the assets under each Plan exceeds the present
value of all benefits accrued under such Plan (determined based on the
assumptions used to fund such Plan) and (4) neither the Company nor any
member of its Controlled Group has incurred in the six years prior to the
Signing Date, or reasonably expects to incur, any liability under Title IV of
ERISA (other than contributions to the Plan or premiums to the Pension Benefit
Guaranty Corporation in the ordinary course and without default) in respect of a
Plan (including any Plan that is a “multiemployer plan”, within the meaning of
Section 4001(c)(3) of ERISA); and (iii) 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.

      

       

      Section
3.13 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 (together with any schedules and attached thereto)
required to be filed through the Signing Date, subject to permitted extensions,
and have paid all Taxes due thereon, (ii) all such Tax returns (together with
any schedules and attached thereto) are true, complete and correct in all
material respects and were prepared in compliance with all applicable laws and
(iii) 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.

       

      Section
3.14 Properties and
Leases.   Except
as would not, individually or in the aggregate, reasonably be expected to have a
Company Material Adverse Effect, the Company and the Company Subsidiaries have
good and marketable title to all real properties and all other properties and
assets owned by them, in each case free from liens (including, without
limitation, liens for Taxes), encumbrances, claims and defects that would affect
the value thereof or interfere with the use made or to be made thereof by
them.  Except as would not, individually or in the aggregate,
reasonably be expected to have a Company Material Adverse Effect, the Company
and the Company Subsidiaries hold all leased real or personal property under
valid and 

       

       

      
        
          
          

        

        
          
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Sequence No. 208
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        enforceable
leases with no exceptions that would interfere with the use made or to be made
thereof by them.

      

       

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

       

      (a) there is
no legal, administrative, or other proceeding, claim or action of any nature
seeking to impose, or that would reasonably be expected to result in the
imposition of, on the Company or any Company Subsidiary, any liability relating
to the release of hazardous substances as defined under any local, state or
federal environmental statute, regulation or ordinance, including the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
pending or, to the Company’s knowledge, threatened against the Company or any
Company Subsidiary;

       

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

       

      (c) neither
the Company nor any Company Subsidiary is subject to any agreement, order,
judgment or decree by or with any court, Governmental Entity or third party
imposing any such environmental liability.

       

      Section
3.16 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.

       

      Section
3.17 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, has adopted any board resolutions at the request of, any Governmental
Entity 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 

       

       

      
        
          
          

        

        
          
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        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 is 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.

      

       

      Section
3.18 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.

       

      Section
3.19 Intellectual
Property. 
Except as would not, individually or in the aggregate, reasonably be expected to
have a Company Material Adverse Effect, (i) the Company and each Company
Subsidiary owns or otherwise has the right to use, all intellectual property
rights, including all trademarks, trade dress, trade names, service marks,
domain names, patents, inventions, trade secrets, know-how, works of authorship
and copyrights therein, that are used in the conduct of their existing
businesses and all rights relating to the plans, design and specifications of
any of its branch facilities (“Proprietary Rights”)
free and clear of all liens and any claims of ownership by current or former
employees, contractors, designers or others and (ii) neither the Company
nor any of the Company Subsidiaries is materially infringing, diluting,
misappropriating or violating, nor has the Company or any of the Company
Subsidiaries received any written (or, to the knowledge of the Company, oral)
communications alleging that any of them has materially infringed, diluted,
misappropriated or violated, any of the Proprietary Rights owned by any other
person.  Except as would not, individually or in the aggregate,
reasonably be expected to have a Company Material Adverse Effect, to the
Company’s knowledge, no other person is infringing, diluting, misappropriating
or violating, nor has the Company or any or the Company Subsidiaries sent any
written communications since January 1, 2007 alleging that any person has
infringed, diluted, misappropriated or violated, any of the Proprietary Rights
owned by the Company and the Company Subsidiaries.

       

      Section
3.20 Brokers and
Finders.  The
Investor has no liability for any amounts that any broker, finder or investment
banker is entitled to for any financial advisory, brokerage, finder’s or other
fee or commission in connection with this Agreement or the transactions
contemplated hereby based upon arrangements made by or on behalf of the Company
or any Company Subsidiary.

       

      Section
3.21 Disclosure
Schedule.  The
Company has delivered the Disclosure Schedule and, if applicable, the
Disclosure Update to the Investor and the information contained in the
Disclosure Schedule, as modified by the information contained in the Disclosure
Update, if applicable, is true, complete and correct.

       

       

      
        
          
          

        

        
          
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Sequence No. 208
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      Section
3.22 CPP Preferred
Stock.  The
Company has (i) not breached any representation, warranty or covenant set
forth in the CPP Securities Purchase Agreement or any of the other documents
governing the CPP Preferred Stock and (ii) paid to Investor all accrued and
unpaid dividends and/or interest then due on the CPP Preferred
Stock.

       

      ARTICLE
IV


       

      COVENANTS

       

      Section
4.1 Affirmative
Covenants.  The
Company hereby covenants and agrees with Investor that:

       

      (a) Commercially Reasonable
Efforts.  Subject to the terms and conditions of this
Agreement, each of the parties will use its commercially reasonable efforts in
good faith to take, or cause to be taken, all actions, and to do, or cause to be
done, all things necessary, proper or desirable, or advisable under applicable
laws, so as to permit consummation of the Exchange 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) Certain Notifications Until
Closing.  From the Signing Date until the Closing, the Company
shall promptly notify the Investor of (i) any fact, event or circumstance
of which it is aware and which would reasonably be expected to cause any
representation or warranty of the Company contained in this Agreement to be
untrue or inaccurate in any material respect or to cause any covenant or
agreement of the Company contained in this Agreement not to be complied with or
satisfied in any material respect and (ii) except as Previously Disclosed,
any fact, circumstance, event, change, occurrence, condition or development of
which the Company is aware and which, individually or in the aggregate, has had
or would reasonably be expected to have a  Company Material Adverse
Effect; provided, however, that delivery of any
notice pursuant to this Section 4.1(b) shall not limit or affect any rights
of or remedies available to the Investor.

       

      (c) Access, Information and
Confidentiality.

       

      (i) From the
Signing Date until the date when the Investor owns an amount of CDCI Preferred
Shares having an aggregate liquidation value of less than 10% of the aggregate
liquidation value of the CDCI Preferred Shares as of the Closing Date, the
Company will permit the Investor and its agents, consultants, contractors and
advisors (A) acting through the Appropriate Federal Banking Agency, or
otherwise to the extent necessary to evaluate, manage, or transfer its
investment in the Company, to examine the corporate books, Tax returns
(including all schedules and attached thereto) and other information reasonably
requested by Investor relating to Taxes 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
(B) to review any information material to the Investor’s investment in the
Company provided by 

       

       

      
        
          
          

        

        
          
            UST
Sequence No. 208
-13-

          
            

          

        

        
          
          

        

      

      


        the
Company to its Appropriate Federal Banking Agency.  Any investigation
pursuant to this Section 4.1(c) 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
(x) prohibited by applicable law or regulation, or (y) that such
disclosure would reasonably be expected to cause a violation of any agreement to
which the Company or any Company Subsidiary is a party or would cause a risk of
a loss of privilege to the Company or any Company Subsidiary (provided that the Company
shall use commercially reasonable efforts to make appropriate substitute
disclosure arrangements under circumstances where the restrictions in this
clause (i) apply).

      

       

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

       

      (A) as soon
as available after the end of each fiscal year of the Company, and in any event
within 90 days thereafter, a consolidated balance sheet of the Company as of the
end of such fiscal year, and consolidated statements of income, retained
earnings and cash flows of the Company for such year, in each case prepared in
accordance with GAAP and setting forth in each case in comparative form the
figures for the previous fiscal year of the Company, and which shall be audited
to the extent audited financial statements are available;

       

      (B) as soon
as available after the end of the first, second and third quarterly periods in
each fiscal year of the Company, a copy of any quarterly reports provided to
other stockholders of the Company or Company management by the
Company;

       

      (C) as soon
as available after the Company receives any assessment of the Company’s internal
controls, a copy of such assessment;

       

      (D) annually
on a date specified by the Investor, a completed survey, in a form specified by
the Investor, providing, among other things, a description of how the Company
has utilized the funds the Company received in connection with the sale of the
CPP Preferred Shares and the effects of such funds on the operations and status
of the Company;

       

      (E) as soon
as such items become effective, any amendments to the Charter, bylaws or other
organizational documents of the Company; and

       

      (F) at the
same time as such items are sent to any stockholders of the Company, copies of
any information or documents sent by the Company to its
stockholders.

       

      (iii) The
Investor will use reasonable best efforts to hold, and will use reasonable best
efforts to cause its agents, consultants, contractors and advisors and


       

       

      
        
          
          

        

        
          
            UST
Sequence No. 208
-14-

          
            

          

        

        
          
          

        

      

      


        United
States executive branch officials and employees, to hold, in confidence all
non-public records, books, contracts, instruments, computer data and other data
and information (collectively, “Information”)
concerning the Company furnished or made available to it by the Company or its
representatives pursuant to this Agreement (except to the extent that such
information can be shown to have been (A) previously known by such party on
a non-confidential basis, (B) in the public domain through no fault of such
party or (C) later lawfully acquired from other sources by the party to
which it was furnished (and without violation of any other confidentiality
obligation)); provided
that nothing herein shall prevent the Investor from disclosing any Information
to the extent required by applicable laws or regulations or by any subpoena or
similar legal process.  The Investor understands that the Information
may contain commercially sensitive confidential information entitled to an
exception from a Freedom of Information Act request.

      

       

      (iv) The
Investor’s information rights pursuant to Section 4.1(c)(ii)(A), (B), (C),
(E) and (F) and the Investor’s right to receive certifications from the Company
pursuant to Section 4.1(d)(ii) may be assigned by the Investor to a
transferee or assignee of the CDCI Preferred Shares with a liquidation
preference of no less than an amount equal to 2% of the initial aggregate
liquidation preference of the CDCI Preferred Shares.

       

      (v) From the
Signing Date until the date when the Investor no longer owns any CDCI Preferred
Shares, the Company shall permit, and shall cause each of the Company’s
Subsidiaries to permit (A) the Investor and its agents, consultants,
contractors and advisors, (B) the Special Inspector General of the Troubled
Asset Relief Program, and (C) the Comptroller General of the United States
access to personnel and any books, papers, records or other data, in each case,
to the extent relevant to ascertaining compliance with the financing terms and
conditions; provided
that prior to disclosing any information pursuant to clause (B) or (C), the
Special Inspector General of the Troubled Asset Relief Program and the
Comptroller General of the United States shall have agreed, with respect to
documents obtained under this Agreement in furtherance of its function, to
follow applicable law and regulation (and the applicable customary policies and
procedures) regarding the dissemination of confidential materials, including
redacting confidential information from the public version of its reports and
soliciting the input from the Company as to information that should be afforded
confidentiality, as appropriate.

       

      (vi) Nothing
in this Section shall be construed to limit the authority that the Special
Inspector General of the Troubled Asset Relief Program, the Comptroller General
of the United States or any other applicable regulatory authority has under
law.

       

      (d) CDFI
Requirements.

       

      (i) From the
Signing Date until the date on which all of the CDCI Preferred Shares have been
redeemed in whole, each Certified Entity shall (A) be certified by the Fund
as a CDFI; (B) together with its Affiliates collectively meet the
eligibility requirements of 12 C.F.R. 1805.200(b); (C) have a primary
mission of promoting community development, as may be determined by Investor
from time to time, based on 

       

       

      
        
          
          

        

        
          
            UST
Sequence No. 208
-15-

          
            

          

        

        
          
          

        

      

      


        criteria
set forth in 12 C.F.R. 1805.201(b)(1); (D) provide Financial Products,
Development Services, and/or other similar financing as a predominant business
activity in arm’s-length transactions; (E) serve a Target Market by serving
one or more Investment Areas and/or Targeted Populations as may be determined by
Investor from time to time, substantially in the manner set forth in 12 C.F.R.
1805.201(b)(3); (F) provide Development Services in conjunction with its
Financial Products, directly, through an Affiliate or through a contract with a
third-party provider; (G) maintain accountability to residents of the
applicable Investment Area(s) or Targeted Population(s) through representation
on its governing Board of Directors or otherwise; and (H) remain a
non-governmental entity which is not an agency or instrumentality of the United
States of America, or any State or political subdivision thereof, as described
in 12 C.F.R. 1805.201(b)(6) and within the meaning of any supplemental
regulations or interpretations of 12 C.F.R. 1805.201(b)(6) or such supplemental
regulations published by the Fund.  Notwithstanding any other
provision hereof, as used in this Section 4.1(d), the terms “Affiliates”; “Financial Products”;
“Development
Services”; “Target Market”;
“Investment
Areas”; and “Targeted Populations”
have the meanings ascribed to such terms in 12 C.F.R.
1805.104.

      

       

      (ii) From the
Signing Date until the date on which all of the CDCI Preferred Shares have been
redeemed in whole, the Company shall deliver to Investor (1)(x) on the date
that is 180 days after the Closing Date and (y) annually on the same date
on which the Company delivers the documentation required under
Section 4.1(c)(ii)(A) to the Investor, a certificate signed on behalf
of the Company by a Senior Executive Officer, in substantially the form attached
hereto as Annex
F, certifying (A) that the Company and each Certified Entity remains
in compliance with the covenants set forth in Section 4.1(d)(i);
(B) that the information in the CDFI Application, as modified by any
updates to the CDFI Application provided by the Company to the Investor on or
prior to the date of such certificate, with respect to the covenants set forth
in Section 4.1(d)(i)(B) and Section 4.1(d)(i)(D) remains true, correct
and complete as of such date or, to the extent any information set forth in the
CDFI Application, as modified by any updates to the CDFI Application provided by
the Company to the Investor on or prior to the date of such certificate, with
respect to such covenants needs to be updated or supplanted to make it true,
complete and correct as of such date, that an updated narrative to the CDFI
Application setting forth any information necessary to make the information set
forth in the CDFI Application is true, complete and correct as of such date;
(C) either (a) that the contracts and material agreements entered into
by each Certified Entity with respect to Development Services previously
disclosed to the Investor remain in effect or (b) that attached are any new
contracts and material agreements entered into by the Certified Entity with
respect to Development Services; (D) a list of the names and addresses of
the individuals which comprise the board of directors of each Certified Entity
as of such date and, to the extent any of such individuals was not a member of
the board of directors of such Certified Entity as of the last certification to
the Investor, a narrative describing such individual's relationship to the
applicable Investment Area(s) and Targeted Population(s) or, if such Certified
Entity maintains accountability to residents of the applicable Investment
Area(s) or Target Population(s) through means other than representation on its
governing board of directors and such means have changed since the date of the
last 

       

       

      
        
          
          

        

        
          
            UST
Sequence No. 208
-16-

          
            

          

        

        
          
          

        

      

      


        certification
to the Investor, a narrative describing such change; (E) that each
Certified Entity is not an agency of the United States of America, or any State
or political subdivision thereof, as described in 12 C.F.R. 1805.201(b)(6) and
within the meaning of any supplemental regulations or interpretations of 12
C.F.R. 1805.201(b)(6) or such supplemental regulations published by the Fund and
(F) that the Company remains in compliance with the covenants set forth in
Section 4.1(f) and Section 4.1(l) and (2) within five (5) business days of
receipt, copies of any notices, correspondence or other written communication
between each Certified Entity and the Fund, including any form that such
Certified Entity is required to provide to the Fund due to the occurrence of a
“Material Event” within the meaning of the Fund’s CDFI Certification
Procedures.

      

       

      (iii) The
Company shall immediately notify the Investor upon the occurrence of any breach
of any of the covenants set forth in Section 4.1(d).

       

      (e) Executive
Compensation.

       

      (i) Benefit
Plans.  During the Relevant Period, the Company shall take all
necessary action to ensure that the Benefit Plans of the Company and its
Affiliates comply in all respects with, and shall take all other actions
necessary to comply with, Section 111 of EESA, as implemented by the
Compensation Regulations, and neither the Company nor any of its Affiliates
shall adopt any new Benefit Plan (x) that does not comply therewith or
(y) that does not expressly state and require that such Benefit Plan and
any compensation thereunder shall be subject to any relevant Compensation
Regulations adopted, issued or released on or after the date any such Benefit
Plan is adopted. To the extent that EESA and/or the Compensation Regulations are
amended or otherwise change during the Relevant Period in a manner that requires
changes to then-existing Benefit Plans, or that requires other actions, the
Company and its Affiliates shall effect such changes to its or their Benefit
Plans, and take such other actions, as promptly as practicable after it has
actual knowledge of such amendments or changes in order to be in compliance with
this Section 4.1(e) (and shall be deemed to be in compliance for a
reasonable period to effect such changes).  In addition, the Company
and its Affiliates shall take all necessary action, other than to the extent
prohibited by applicable law or regulation applicable outside of the United
States, to ensure that the consummation of the transactions contemplated by this
Agreement will not accelerate the vesting, payment or distribution of any
equity-based awards, deferred cash awards or any nonqualified deferred
compensation payable by the Company or any of its Affiliates.

       

      (ii) Additional
Waivers.  After the Closing Date, in connection with the hiring
or promotion of a Section 4.1(e) Employee and/or the promulgation of
applicable Compensation Regulations or otherwise, to the extent any
Section 4.1(e) Employee shall not have executed a waiver in a form
satisfactory to the Investor with respect to the application to such
Section 4.1(e) Employee of the Compensation Regulations, the Company shall
use its best efforts to (x) obtain from such Section 4.1(e) Employee a
waiver in substantially the form attached hereto as Annex D and
(y) deliver such waiver to the Investor as promptly as possible, in each
case within sixty days of such Section 4.1(e) Employee becoming subject to
the requirements of this Section.

       

       

      
        
          
          

        

        
          
            UST
Sequence No. 208
-17-

          
            

          

        

        
          
          

        

      

       

       “Section 4.1(e)
Employee” means (A) each Senior Executive Officer and (B) any
other employee of the Company or any of its Affiliates determined at any time to
be subject to Section 111 of  EESA as implemented by the
Compensation Regulations.

       

      (iii) Clawback.  In
the event that any Section 4.1(e) Employee receives a payment in
contravention of the provisions of this Section 4.1(e), the Company shall
promptly provide such individual with written notice that the amount of such
payment must be repaid to the Company in full within fifteen business days
following receipt of such notice or such earlier time as may be required by the
Compensation Regulations and shall promptly inform the Investor (x) upon
discovering that a payment in contravention of this Section 4.1(e) has been
made and (y) following the repayment to the Company of such amount and
shall take such other actions as may be necessary to comply with the
Compensation Regulations.

       

      (iv) Limitation on
Deductions.  During the Relevant Period, the Company agrees
that it shall not claim a deduction for remuneration for federal income tax
purposes in excess of $500,000 for each Senior Executive Officer that would not
be deductible if Section 162(m)(5) of the Code applied to the
Company.

       

      (v) Amendment to Prior
Agreement.  The parties agree that, effective as of the date
hereof, Section 4.10 of the CPP Securities Purchase Agreement shall be
amended in its entirety by replacing such Section 4.10 with the provisions set
forth in this Section 4.1(e) and any terms included in this
Section 4.1(e) that are not otherwise defined in the CPP Securities
Purchase Agreement shall have the meanings ascribed to such terms in this
Agreement.

       

      (f) Bank or Savings and Loan
Holding Company Status.

       

       If
the Company is a Bank Holding Company or a Savings and Loan Holding Company on
the Signing Date, then the Company shall maintain its status as a Bank Holding
Company or Savings and Loan Holding Company, as the case may be, for as long as
the Investor owns any CDCI Preferred Shares.  The Company shall redeem
all CDCI Preferred Shares held by the Investor prior to terminating its status
as a Bank Holding Company or Savings and Loan Holding Company, as
applicable.

       

      (g) Predominantly
Financial.  For as long as the Investor owns any CDCI Preferred
Shares, the Company, to the extent it is not itself an insured depository
institution, agrees to remain predominantly engaged in financial
activities.  A company is predominantly engaged in financial
activities if the annual gross revenues derived by the company and all
subsidiaries of the company (excluding revenues derived from subsidiary
depository institutions), on a consolidated basis, from engaging in activities
that are financial in nature or are incidental to a financial activity under
subsection (k) of Section 4 of the Bank Holding Company Act of 1956 (12 U.S.C.
1843(k)) represent at least 85 percent of the consolidated annual gross revenues
of the company.

       

      (h) Capital
Covenant.  From the Signing Date until the date on which all of
the CDCI Preferred Shares have been redeemed in whole, the Company and the
Company Subsidiaries shall maintain such capital as may be necessary to meet the
minimum capital requirements of the Appropriate Federal Banking Agency, as in
effect from time to time.

       

       

      
        
          
          

        

        
          
            UST
Sequence No. 208
-18-

          
            

          

        

        
          
          

        

      

       

      (i) HAMP
Modifications.  The Company shall take all necessary action to
ensure that (i) from and after the date the Company or any Company
Subsidiary that services residential mortgage loans has 100 or more residential
mortgage loans not owned or guaranteed by Fannie Mae or Freddie Mac which have
been past due for 60 or more days, the Company or such Company Subsidiary shall,
to the extent such programs are open for participation, (A) participate in
the United States Department of the Treasury’s Making Home Affordable (“MHA”) program,
including MHA’s Second Lien Modification Program and, (B) immediately
execute a Commitment to Purchase Financial Instrument and Servicer Participation
Agreement (in such form as may be set forth on the MHA website at www.hmpadmin.com from
time to time) with Fannie Mae (acting as the United States Department of the
Treasury’s fiscal agent) and (ii) if the Company or any Company Subsidiary
owns mortgage loans that are serviced by a non-affiliated mortgage servicer, the
Company or such Company Subsidiary shall consent to any MHA modification request
made by such mortgage servicer.

       

      (j) Reporting
Requirements.  Prior to the date on which all of the CDCI
Preferred Shares have been redeemed in whole, the Company covenants and agrees
that, at all times on or after the Closing Date, (i) to the extent it is subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act, it
shall comply with the terms and conditions set forth in Annex E or (ii) as
soon as practicable after the date that the Company becomes subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall
comply with the terms and conditions set forth in Annex E.

       

      (k) Compliance with Employ
American Workers Act.  The Company shall agree to comply, and
take all necessary action to ensure that any Company Subsidiary complies in all
respects with the provisions of EESA and any federal law respecting EESA,
including the Employ American Workers Act (Section 1611 of Division A, Title XVI
of the American Recovery and Reinvestment Act of 2009), Public Law No. 111-5,
effective as of February 17, 2009, as implemented by any rules, regulation or
guidance thereunder, as such may be amended or supplemented from time to time,
and any applicable guidance of the United States Department of the Treasury with
respect thereto.

       

      (l) Control by Foreign Bank or
Company.  Prior to the date on which all of the CDCI Preferred
Shares have been redeemed in whole, the Company shall not be controlled (within
the meaning of the Bank Holding Company Act of 1956 (12 U.S.C. 1841(a)(2)) and
12 C.F.R. 225(a)(i) in the case of Bank Holding Companies and banks and the Home
Owners’ Loan Act of 1933 (12 U.S.C. 1467a (a)(2)) and 12 C.F.R. 583.7 in the
case of Savings and Loan Holding Companies and savings associations) by a
foreign bank or company.

       

      Section
4.2 Negative
Covenants.  The
Company hereby covenants and agrees with the Investor that:

       

      (a) Certain
Transactions.

       

      (i) The
Company shall not merge or consolidate with, or sell, transfer or lease all or
substantially all of its property or assets to, any other party unless the
successor, transferee or lessee party (or its ultimate parent entity), as the
case may be (if not the Company), expressly assumes the due and punctual
performance and observance of each 

       

       

      
        
          
          

        

        
          
            UST
Sequence No. 208
-19-

          
            

          

        

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

      

       

      (ii) Without
the prior written consent of the Investor, until such time as the Investor shall
cease to own any debt or equity securities of the Company acquired pursuant to
this Agreement or the CPP Securities Purchase Agreement (including, for the
avoidance of doubt, the CPP Preferred Shares or the CDCI Preferred Shares), the
Company shall not permit any of its “significant subsidiaries” (as such term is
defined in Rule 12b-2 promulgated under the Exchange Act) to (i) engage in
any merger, consolidation, statutory share exchange or similar transaction
following the consummation of which such significant subsidiary is not
wholly-owned by the Company, (ii) dissolve or sell all or substantially all
of its assets or property other than in connection with an internal
reorganization or consolidation involving wholly-owned subsidiaries of the
Company or (iii) issue or sell any shares of its capital stock or any
securities convertible or exercisable for any such shares, other than issuances
or sales in connection with an internal reorganization or consolidation
involving wholly-owned subsidiaries of the Company.

       

      (b) Restriction on Dividends and
Repurchases.

       

      (i) The
Company covenants and agrees that it shall not violate any of the restrictions
on dividends, distributions, redemptions, repurchases, acquisitions and related
actions set forth in the New Certificate of Designations, which are incorporated
by reference herein as if set forth in full.

       

      (ii) During
the period beginning on the eighth anniversary of the Closing and ending on the
date on which the Investor no longer owns any of the CDCI Preferred Shares,
neither the Company nor any Company Subsidiary shall, without the consent of the
Investor, (A) declare or pay any dividend or make any distribution on
capital stock or other equity securities of any kind of the Company or any
Company Subsidiary; or (B) redeem, purchase or acquire any shares of Common
Stock or other capital stock or other equity securities of any kind of the
Company or any Company Subsidiary, or any trust preferred securities issued by
the Company or any Affiliate of the Company, other than (1) redemptions,
purchases or other acquisitions of the CDCI Preferred Shares, (2) regular
dividends on shares of preferred stock in accordance with the terms thereof and
which are permitted under the terms of the CDCI Preferred Shares, or
(3) dividends or distributions by any wholly-owned Company
Subsidiary.

       

      (c) Related Party
Transactions.  Until such time as the Investor ceases to own
any debt or equity securities of the Company, including the CDCI Preferred
Shares, the Company and the Company Subsidiaries shall not enter into
transactions with Affiliates or related persons (within the meaning of Item 404
under the SEC’s Regulation S-K) unless (A) such transactions are on terms
no less favorable to the Company and the Company Subsidiaries than could be
obtained from an unaffiliated third party, and (B) have been approved by
the audit committee of the Board of Directors or comparable body of independent
directors of the Company, or if there are no independent directors, the Board of
Directors, provided
that the 

       

       

      
        
          
          

        

        
          
            UST
Sequence No. 208
-20-

          
            

          

        

        
          
          

        

         

        Board of
Directors shall maintain written documentation which supports its determination
that the transaction meets the requirements of clause (A) of this
Section 4.2(c).

      

       

      (d) Restriction on Repurchase of
CDCI Preferred Shares Not Held by Investor.  Prior to the date
on which the Investor no longer owns any of the CDCI Preferred Shares the
Company shall not repurchase, redeem, call or otherwise reacquire any CDCI
Preferred Shares from any holder thereof, whether by means of open market
purchase, negotiated transaction, or otherwise, unless it offers to repurchase,
redeem, call or otherwise reacquire a ratable portion of the CDCI Preferred
Shares, as the case may be, then held by the Investor on the same terms and
conditions.

       

      ARTICLE
V


       

      ADDITIONAL
AGREEMENTS

       

      Section
5.1 Purchase for
Investment.  The
Investor acknowledges that the CDCI Preferred Shares have not been registered
under the Securities Act or under any state securities laws. The Investor
(a) is acquiring the CDCI Preferred Shares pursuant to an exemption from
registration under the Securities Act solely for investment with no present
intention to distribute them to any person in violation of the Securities Act or
any applicable U.S. state securities laws, (b) will not sell or otherwise
dispose of any of the CDCI Preferred 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 Exchange and of
making an informed investment decision.

       

      Section
5.2 Legends.  
(a) The Investor agrees that all certificates or other instruments
representing the CDCI Preferred Shares will bear a legend substantially to the
following effect:

       

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

       

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

       

       

      
        
          
          

        

        
          
            UST
Sequence No. 208
-21-

          
            

          

        

        
          
          

        

      

       

      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.

       

      THIS
INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER
PROVISIONS OF AN EXCHANGE 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.”

       

      (b) In the
event that any CDCI Preferred 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 CDCI Preferred 

       

       

      
        
          
          

        

        
          
            UST
Sequence No. 208
-22-

          
            

          

        

        
          
          

        

         

        Shares,
which shall not contain the applicable legends in Section 5.2(a) above;
provided that the
Investor surrenders to the Company the previously issued certificates or other
instruments.

      

       

      Section
5.3 Transfer of CDCI Preferred
Shares.  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 CDCI Preferred 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 CDCI Preferred Shares, including without limitation, as set forth in
Section 5.4, provided
that the Investor shall not Transfer any CDCI Preferred Shares if such
transfer would require the Company to be subject to the periodic reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934
(the “Exchange
Act”) and the Company was not already subject to such
requirements.  In furtherance of the foregoing, the Company shall
provide reasonable cooperation to facilitate any Transfers of the CDCI Preferred
Shares, including, as is reasonable under the circumstances, by furnishing such
information concerning the Company and its business as a proposed transferee may
reasonably request and making management of the Company reasonably available to
respond to questions of a proposed transferee in accordance with customary
practice, subject in all cases to the proposed transferee agreeing to a
customary confidentiality agreement.

       

      Section
5.4 Rule 144; Rule 144A; 4(11⁄2)
Transactions.  (a) At
all times after the Signing Date, the Company covenants that (1) it will,
upon the request of the Investor or any subsequent holders of the CDCI Preferred
Shares (“Holders”), use its
reasonable best efforts to (x), to the extent any Holder is relying on Rule 144
under the Securities Act to sell any of the CDCI Preferred Shares, make “current
public information” available, as provided in Section (c)(1) of
Rule 144 (if the Company is a “Reporting Issuer” within the meaning of Rule
144) or in Section (c)(2) of Rule 144 (if the Company is a “Non-Reporting
Issuer” within the meaning of Rule 144), in either case for such time period as
necessary to permit sales pursuant to Rule 144, (y), to the extent any Holder is
relying on the so-called “Section 4(11⁄2)” exemption to sell any of its CDCI
Preferred Shares, prepare and provide to such Holder such information, including
the preparation of private offering memoranda or circulars or financial
information, as the Holder may reasonably request to enable the sale of the CDCI
Preferred Shares pursuant to such exemption, or (z) to the extent any
Holder is relying on Rule 144A under the Securities Act to sell any of its CDCI
Preferred Shares, prepare and provide to such Holder the information required
pursuant to Rule 144A(d)(4), and (2) it will take such further action as
any Holder may reasonably request from time to time to enable such Holder to
sell CDCI Preferred Shares without registration under the Securities Act within
the limitations of the exemptions provided by (i) the provisions of the
Securities Act or any interpretations thereof or related thereto by the SEC,
including transactions based on the so-called “Section 4(11⁄2)” and other similar
transactions, (ii) Rule 144 or 144A under the Securities Act, as such rules
may be amended from time to time, or (iii) any similar rule or regulation
hereafter adopted by the SEC; provided that the Company shall
not be required to take any action described in this Section 5.4(a) that
would cause the Company to become subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act if the Company was not subject to
such requirements prior to taking such action.  Upon the request of
any Holder, the Company will deliver to such Holder a written statement as to
whether it has complied with such requirements and, if not, the specifics
thereof.

       

       

      
        
          
          

        

        
          
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      (b) The
Company agrees to indemnify Investor, Investor’s officers, directors, employees,
agents, representatives and Affiliates, and each person, if any, that controls
Investor within the meaning of the Securities Act (each, an “Indemnitee”), against
any and all losses, claims, damages, actions, liabilities, costs and expenses
(including reasonable fees, expenses and disbursements of attorneys and other
professionals incurred in connection with investigating, defending, settling,
compromising or paying any such losses, claims, damages, actions, liabilities,
costs and expenses), joint or several, arising out of or based upon any untrue
statement or alleged untrue statement of material fact contained in any document
or report provided by the Company pursuant to this Section 5.4 or any
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.

       

      (c) If the
indemnification provided for in Section 5.4(b) is unavailable to an
Indemnitee with respect to any losses, claims, damages, actions, liabilities,
costs or expenses referred to therein or is insufficient to hold the Indemnitee
harmless as contemplated therein, then the Company, in lieu of indemnifying such
Indemnitee, shall contribute to the amount paid or payable by such Indemnitee as
a result of such losses, claims, damages, actions, liabilities, costs or
expenses in such proportion as is appropriate to reflect the relative fault of
the Indemnitee, on the one hand, and the Company, on the other hand, in
connection with the statements or omissions which resulted in such losses,
claims, damages, actions, liabilities, costs or expenses as well as any other
relevant equitable considerations.  The relative fault of the Company,
on the one hand, and of the Indemnitee, on the other hand, shall be determined
by reference to, among other factors, whether the untrue statement of a material
fact or omission to state a material fact relates to information supplied by the
Company or by the Indemnitee and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission;  the Company and Investor agree that it would not be just
and equitable if contribution pursuant to this Section 5.4(c) were
determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in Section 5.4(b).  No
Indemnitee guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from
the Company if the Company was not guilty of such fraudulent
misrepresentation.

       

      Section
5.5 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 CDCI Preferred
Shares may be deposited and depositary shares, each representing a fraction of a
CDCI Preferred Share, as specified by the Investor, may be issued. From and
after the execution of any such depositary arrangement, and the deposit of any
CDCI Preferred Shares, as applicable, pursuant thereto, the depositary shares
issued pursuant thereto shall be deemed “CDCI Preferred Shares” and, as
applicable, “Registrable Securities” for purposes of this
Agreement.

       

      Section
5.6 Expenses and Further
Assurances.  (a) Unless
otherwise provided in this Agreement, each of the parties hereto will bear and
pay all costs and expenses incurred by it or on its behalf in connection with
the transactions contemplated under this 

       

       

      
        
          
          

        

        
          
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        Agreement,
including fees and expenses of its own financial or other consultants,
investment bankers, accountants and counsel.

      

       

      (b) The
Company shall, at the Company’s sole cost and expense, (i) furnish to the
Investor all instruments, documents and other agreements required to be
furnished by the Company pursuant to the terms of this Agreement, including,
without limitation, any documents required to be delivered pursuant to
Section 5.4 above, or which are reasonably requested by the Investor in
connection therewith; (ii) execute and deliver to the Investor such documents,
instruments, certificates, assignments and other writings, and do such other
acts necessary or desirable, to evidence, preserve and/or protect the CDCI
Preferred Shares purchased by the Investor, as Investor may reasonably require;
and (iii) do and execute all and such further lawful and reasonable acts,
conveyances and assurances for the better and more effective carrying out of the
intents and purposes of this Agreement, as the Investor shall reasonably require
from time to time.

       

      Section
5.7 Repurchase of Investor
Securities.

       

        From
and after the date of this Agreement, the agreements set forth in
Section 4.9 of the CPP Securities Purchase Agreement shall be applicable
following the redemption in whole of the CDCI Preferred Shares held by the
Investor or the Transfer by the Investor of all of the CDCI Preferred Shares
held by the Investor to one or more third parties not affiliated with the
Investor.

       

      ARTICLE
VI


       

      MISCELLANEOUS

       

      Section
6.1 Termination.  This
Agreement shall terminate upon the earliest to occur of:

       

      (a) termination
at any time prior to the Closing:

       

      (i) 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 calendar 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 6.1(a)(i) shall not be
available to any party whose breach of any representation or warranty or failure
to perform any obligation under this Agreement shall have caused or resulted in
the failure of the Closing to occur on or prior to such date; or

       

      (ii) by either
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

       

       

      
        
          
          

        

        
          
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      (iii) by the
mutual written consent of the Investor and the Company; or

       

      (b) the date
on which all of the CDCI Preferred Shares have been redeemed in whole;
or

       

      (c) the date
on which the Investor has transferred all of the CDCI Preferred Shares to third
parties which are not Affiliates of the Investor; or

       

      (d) if the
Closing shall not have occurred by September 30, 2010, on such
date.

       

      In the
event of termination of this Agreement as provided in this Section 6.1,
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.

       

      Section
6.2 Survival.  (a) This
Agreement and all representations, warranties, covenants and agreements made
herein shall survive the Closing without limitation.

       

      (b) The
covenants set forth in Article IV and Annex E and the
agreements set forth in Article V shall, to the extent such covenants do not
explicitly terminate at such time as the Investor no longer owns any CDCI
Preferred Shares, survive the termination of this Agreement pursuant to
Section 6.1(c) hereof without limitation until the date on which all of the
CDCI Preferred Shares have been redeemed in whole.

       

      Section
6.3 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 of
the Company and the Investor; provided that for so long as
the CDCI Preferred Shares are outstanding, the Investor may at any time and
from time to time unilaterally amend Section 4.1(d) to the extent the
Investor deems necessary, in its sole discretion, to comply with, or conform to,
any changes after the Signing Date in any federal statutes, any rules and
regulations promulgated thereunder and any other publications or interpretative
releases of the Fund governing CDFIs, including, without limitation, any changes
in the criteria for certification as a CDFI by the Fund.  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.

       

      Section
6.4 Waiver of
Conditions.  The
conditions to each party’s obligation to consummate the Exchange 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.

       

      Section
6.5 Governing Law; Submission to
Jurisdiction, etc.  This
Agreement and any claim, controversy or dispute arising under or related to this
Agreement, the relationship of the parties, and/or the interpretation and
enforcement of the rights and duties of 

       

       

      
        
          
          

        

        
          
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        the
parties shall be enforced, governed, and construed in all respects (whether in
contract or in tort) in accordance with the federal law of the United States if
and to the extent such law is applicable, and otherwise in accordance with the
laws of the State of New York applicable to contracts made and to be performed
entirely within such State.  Each of the parties hereto agrees
(a) to submit to the exclusive jurisdiction and venue of the United States
District Court for the District of Columbia and the United States Court of
Federal Claims for any and all civil actions, suits or proceedings arising out
of or relating to this Agreement or the Exchange contemplated hereby and
(b) that notice may be served upon (i) the Company at the address and
in the manner set forth for notices to the Company in Section 6.6 and
(ii) the Investor at the address and in the manner set forth for notices to
the Company in Section 6.6, but otherwise in accordance with federal
law.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES
HERETO HEREBY UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY CIVIL LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR THE EXCHANGE CONTEMPLATED
HEREBY.

      

       

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

       

      If to the
Company as set forth in Schedule A.

       

      If to the
Investor:

       

      United
States Department of the Treasury

      1500
Pennsylvania Avenue, NW

      Washington,
D.C. 20220

      Attention:  Chief
Counsel, Office of Financial Stability

      Facsimile:
(202) 927-9225

      E-mail:
CDCINotice@do.treas.gov

      


      with a
copy to:

      


      E-mail:  OFSChiefCounselNotices@do.treas.gov

       

      Section
6.7 Definitions,
Interpretation.

       

      (a) Definitions.

       

      (i) 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 

       

       

      
        
          
          

        

        
          
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        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.

      

       

      (ii) 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.

       

      (iii) The term
“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)).

       

      (iv) The term
“Bank Holding
Company” means a company registered as such with the Board of Governors
of the Federal Reserve System (the “Federal Reserve”)
pursuant to 12 U.S.C. §1842 and the regulations of the Federal Reserve
promulgated thereunder.

       

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

       

      (vi) The term
“Certified
Entity” means the Company or, if the Company itself has not been
certified by the Fund as a CDFI, each Affiliate of the Company that has been
certified by the CDFI and is specified on Schedule A of
the Letter Agreement.

       

      (vii) The term
“Company Financial
Statements” means the consolidated financial statements of the Company
and its consolidated subsidiaries for each of the last three completed fiscal
years of the Company (which shall be audited to the extent audited financial
statements are available) and each completed quarterly period since the last
completed fiscal year, required to be delivered to Investor pursuant to the CPP
Securities Purchase Agreement.

       

      (viii) The term
“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 and each Certified Entity taken as a whole; provided, however, that Company
Material Adverse Effect shall not be deemed to include the effects of (A)
changes after the Signing Date in general business, economic or market
conditions (including changes generally in prevailing interest rates, credit
availability and liquidity, currency exchange rates and price levels or trading
volumes in the United States or foreign securities or credit markets), or any
outbreak or escalation of hostilities, declared or undeclared acts of war or
terrorism, in each case generally affecting the industries in which the Company
and its subsidiaries operate, (B) changes or proposed 

       

       

      
        
          
          

        

        
          
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        changes
after the Signing Date in GAAP, or authoritative interpretations thereof, or (C)
changes or proposed changes after the Signing Date in securities, banking and
other laws of general applicability or related policies or interpretations of
Governmental Entities (in the case of each of these clauses (A), (B) and (C),
other than changes or occurrences to the extent that such changes or occurrences
have or would reasonably be expected to have a materially disproportionate
adverse effect on the Company and its consolidated subsidiaries taken as a whole
relative to comparable U.S. banking or financial services organizations); or
(ii) the ability of the Company to consummate the Exchange and the other
transactions contemplated by this Agreement and perform its obligations
hereunder or thereunder on a timely basis.

      

       

      (ix) The term
“Designated
Matters” means (i) the election and removal of directors,
(ii) the approval of any Business Combination, (iii) the approval of a
sale of all or substantially all of the assets or property of the Company,
(iv) the approval of a dissolution of the Company, (v) the approval of
any issuance of any securities of the Company on which holders of Common Stock
are entitled to vote, (vi) the approval of any amendment to the Charter or
bylaws of the Company on which holders of Common Stock are entitled to vote,
(vii) any matters which require stockholder approval under any applicable
national stock exchange rules and (viii) the approval of any other matters
reasonably incidental to the matters set forth in subclauses (i) through
(vii) as determined by the Investor.

       

      (x) The term
“Disclosure
Schedule” means collectively,
those certain schedules delivered to the Investor on or prior to (i) the
CPP Signing Date, with respect to the “Disclosure Schedule” delivered in
connection with the CPP Securities Purchase Agreement and (ii) the Signing
Date with respect to the schedules required to be delivered under this
Agreement, setting forth, among other things, items the disclosure of which is
necessary or appropriate either in response to an express disclosure requirement
contained in a provision hereof or as an exception to one or more
representations or warranties contained in Section 2.2 of the CPP
Securities Purchase Agreement or Article III hereof.

       

      (xi) The term
“EAWA” means
the Employ American Workers Act (Section 1611 of Division A, Title XVI of
the American Recovery and Reinvestment Act of 2009), Public Law No. 111-5,
effective as of February 17, 2009, as may be amended and in effect from time to
time.

       

      (xii) The term
“Junior Stock”
means the 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 CDCI Preferred
Shares as to dividend rights and/or as to rights on liquidation, dissolution or
winding up of the Company.

       

      (xiii) The term
“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
CDCI 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).

       

       

      
        
          
          

        

        
          
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      (xiv) The term
“Previously
Disclosed” means information set forth on the Disclosure Schedule or the
Disclosure Update, as applicable; provided, however, that
disclosure in any section of such Disclosure Schedule or Disclosure Update, as
applicable, shall apply only to the indicated section of this Agreement except
to the extent that it is reasonably apparent from the face of such disclosure
that such disclosure is relevant to another section of this Agreement; provided, further, that the existence
of Previously Disclosed information, pursuant to a Disclosure Update, shall
neither obligate the Investor to consummate the Exchange nor limit or affect any
rights of or remedies available to the Investor.

       

      (xv) The term
“Savings and Loan
Holding Company” means a company registered as such with the Office of
Thrift Supervision pursuant to 12 U.S.C. §1467(a) and the regulations of the
Office of Thrift Supervision promulgated thereunder.

       

      (xvi) The term
“Senior Executive
Officers” means the Company's “senior executive officers” as defined in
Section 111 of the EESA and the Compensation Regulations.

       

      (xvii) The term
“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 recent consolidated 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.

       

      (xviii) The term
“Tax” or “Taxes” means any
federal, state, local or foreign income, gross receipts, property, sales, use,
license, excise, franchise, employment, payroll, withholding, alternative or add
on minimum, ad valorem,
transfer or excise tax, or any other tax, custom, duty, governmental fee or
other like assessment or charge of any kind whatsoever, together with any
interest, penalty or addition imposed by any Governmental Entity.

       

      (xix) To the
extent any securities issued pursuant to this Agreement or the transactions
contemplated hereby are registered in the name of a designee of the Investor
pursuant to Section 1.2 or Section 6.9(c) or transferred to an Affiliate of
the Investor, all references herein to the Investor holding or owning any debt
or equity securities of the Company, CDCI Preferred Shares shall be deemed to
refer to the Investor, together with such designees and/or Affiliates, holding
or owning any debt or equity securities, CDCI Preferred Shares (and any like
variations thereof), as applicable.

       

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


       

       

      
        
          
          

        

        
          
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Sequence No. 208
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        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 entered into between
sophisticated parties advised by counsel.  All references to “$” or
“dollars” mean the lawful currency of the United States of
America.  Except as expressly stated in this Agreement, all references
to any statute, rule or regulation are to the statute, rule or regulation as
amended, modified, supplemented or replaced from time to time (and, in the case
of statutes, include any rules and regulations promulgated under the statute)
and to any section of any statute, rule or regulation include any successor to
the section.  References to a “business day” shall mean any day except
Saturday, Sunday and any day on which banking institutions in the State of New
York or the District of Columbia generally are authorized or required by law or
other governmental actions to close.

      

       

      Section
6.9 Assignment.  Neither
this Agreement nor any right, remedy, obligation nor liability arising hereunder
or by reason hereof shall be assignable by any party hereto without the prior
written consent of the other party, and any attempt to assign any right, remedy,
obligation or liability hereunder without such consent shall be void, except
(a) an assignment, in the case of a merger, consolidation, statutory share
exchange or similar transaction that requires the approval of the Company’s
stockholders where such party is not the surviving entity, or a sale of
substantially all of its assets, to the entity which is the survivor of such
Business Combination or the purchaser in such sale, (b) an assignment of
certain rights as provided in Sections 4.1(c) or 4.1(j) or Annex E or
(c) an assignment by the Investor of this Agreement to an Affiliate of the
Investor; provided that
if the Investor assigns this Agreement to an Affiliate, the Investor shall be
relieved of its obligations under this Agreement but (i) all rights,
remedies and obligations of the Investor hereunder shall continue and be
enforceable by such Affiliate, (ii) the Company’s obligations and
liabilities hereunder shall continue to be outstanding and (iii) all
references to the Investor herein shall be deemed to be references to such
Affiliate.

       

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

       

      Section
6.11 No Third-Party
Beneficiaries.  Other
than as expressly provided herein, nothing contained in this Agreement,
expressed or implied, is intended to confer upon any person or entity other than
the Company and the Investor (and any Indemnitee) any benefit, right or
remedies.

       

      Section
6.12 Entire Agreement,
etc.  (a) This
Agreement (including the Annexes and Schedules hereto) constitutes the entire
agreement, and supersedes all other prior 

       

       

      
        
          
          

        

        
          
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        agreements,
understandings, representations and warranties, both written and oral, between
the parties, with respect to the subject matter hereof.

      

       

      (b) For the
avoidance of doubt, for so long as the Investor holds any outstanding CPP
Preferred Stock or warrants issued by the Company to the Investor pursuant to
the CPP Securities Purchase Agreement or any securities issuable upon the
exercise thereof or exchanged therefor (collectively, the “CPP Securities”), the
CPP Securities Purchase Agreement and the CPP Securities shall remain in full
force and effect, other than as specifically modified herein.

       

      Section
6.13 Specific
Performance.  The
parties agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms.  It is accordingly agreed that the parties shall be
entitled (without the necessity of posting a bond) to specific performance of
the terms hereof, this being in addition to any other remedies to which they are
entitled at law or equity.

       

      [Remainder
of Page Intentionally Left Blank]


      
        
          
             

          

           


        

        
          
            UST
Sequence No. 208
-32-  

          
            

          

        

        
           


        

      


      


       

      ANNEX
A


       

      FORM
OF OFFICER’S CERTIFICATE

       

      OFFICER’S
CERTIFICATE


       

      OF


       

      [COMPANY]

       

       In
connection with that certain letter agreement, dated [____________], 2010 (the “Agreement”) by and
between [COMPANY] (the “Company”) and the
United States Department of the Treasury which incorporates that certain
Exchange Agreement – Standard Terms referred to therein (the “Standard Terms”), the
undersigned does hereby certify as follows:

       

      1. I am a
duly elected/appointed [____________] of the Company.

       

      2. The
representations and warranties of the Company set forth in Article III of
the Standard Terms are true and correct in all respects as though as of the date
hereof (other than representations and warranties that by their terms speak as
of another date, which representations and warranties shall be true and correct
in all respects as of such other date) and the Company has performed in all
material respects all obligations required to be performed by it under the
Agreement.

       

      3. The New
Certificate of Designations, a true, complete and correct copy of which is
attached as Exhibit A
hereto, has been filed with, and accepted by, the Secretary of State of the
State of [___________].

       

      4. The
Company has effected such changes to its Benefit Plans with respect to its
Senior Executive Officers and any other employee of the Company or its
Affiliates subject to Section 111 of EESA, as implemented by any
Compensation Regulations (and to the extent necessary for such changes to be
legally enforceable, each of its Senior Executive Officers and other employees
has duly consented in writing to such changes), as may be necessary, during the
Relevant Period, in order to comply with Section 111 of EESA or the
Compensation Regulations.

       

      5. The
Charter and bylaws of the Company delivered to the Investor pursuant to the CPP
Securities Purchase Agreement are true, complete and correct as of the date
hereof.

       

      The
foregoing certifications are made and delivered as of [_________] pursuant to Section 1.2
of the Standard Terms.

       

      Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to
them in the Standard Terms.

       

      [SIGNATURE
PAGE FOLLOWS]


      
        
          
          

           


        

        
          
            Annex A-
1

          

          
            

          

        

        
           


        

      


       

      IN
WITNESS WHEREOF, this Officer’s Certificate has been duly executed and delivered
as of the [__] day of [__________], 20[__].

       

      
        	
                 
      

              	
                [COMPANY]

              


      

       

      
        	
                 
      

              	
                 

              	By:  ________________________________


      

      
        	
                 
      

              	
                       
      Name:

              


      

      
        	
                 
      

              	
                       
      Title:

              


      


      
        
          
          

           


        

        
          
            Annex A- 2

          

          
            

          

        

        
           


        

      


       

      EXHIBIT
A

       

      



      
        
          
          

           


        

        
          
            Annex A-3

          

          
            

          

        

        
           


        

      


      


       

      ANNEX
B

       

      


       

      FORM
OF NEW CERTIFICATE OF DESIGNATIONS

       

      


       

      [SEE ATTACHED]


      
        
          
          

           


        

        
          
            Annex B- 1


          

          
            

          

        

        
           


        

      


      


       

      ANNEX
C


       

      FORM
OF OPINION

       

      (a)           The
Company has been duly formed and is validly existing as a [TYPE OF ORGANIZATION] and is
in good standing under the laws of the jurisdiction of its
organization.  The Company has all necessary power and authority to
own, operate and lease its properties and to carry on its business as it is
being conducted.

       

      (b)           The
Company has been duly qualified as a foreign entity for the transaction of
business and is in good standing under the laws of [_____________], [_____________] and [_____________].

       

      (c)           The
CDCI Preferred Shares have been duly and validly authorized, and, when issued
and delivered pursuant to the Agreement, the CDCI 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 CDCI 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.

       

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

       

      (e)           The
execution, delivery and performance by the Company of the Agreement and the
consummation of the transactions contemplated thereby have been duly authorized
by all necessary corporate action on the part of the Company and its
stockholders, and no further approval or authorization is required on the part
of the Company, including, without limitation, by any rule or requirement of any
national stock exchange.

       

      (f)           The
Agreement is a valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except as the same may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally and general equitable
principles, regardless of whether such enforceability is considered in a
proceeding at law or in equity.

       

      (g)           The
execution and delivery by the Company of this Agreement and the performance by
the Company of its obligations thereunder (i) do not require any approval by any
Governmental Entity to be obtained on the part of the Company, except those that
have been obtained, (ii) do not violate or conflict with any provision of the
Charter, (iii) do not violate, conflict with, or result in a breach of any
provision of, or constitute a default (or an event which, with notice or lapse
of time or both, would constitute a default) under, or result in the termination
of, or accelerate the performance required by, or result in a right of
termination or acceleration of, or result in the creation of, any lien, security
interest, charge or encumbrance upon any of the properties or assets of the
Company or any Company Subsidiary under any of the terms, conditions or
provisions of its organizational documents or under any agreement, contract,
indenture, lease, mortgage, power of attorney, evidence of indebtedness, letter
of credit, license, 

       

       

      
        
          
          

        

        
          
            Annex C-1

          

          
            

          

        

        
          
          

        

         

        instrument,
obligation, purchase or sales order, or other commitment, whether oral or
written, to which it is a party or by which it or any of its properties is bound
or (iv) do not conflict with, breach or result in a violation of, or
default under any judgment, decree or order known to us that is applicable to
the Company and, pursuant to any applicable laws, is issued by any Governmental
Entity having jurisdiction over the Company.

      

       

      (h)           Other
than the filing of the New Certificate of Designations with the Secretary of
State of its jurisdiction of organization or other applicable Governmental
Entity, such filings and approvals as are required to be made or obtained under
any state “blue sky” laws and such consents and approvals that have been made or
obtained, no notice to, filing with, exemption or review by, or authorization,
consent or approval of, any Governmental Entity is required to be made or
obtained by the Company in connection with the consummation by the Company of
the Exchange.

       

      (i)           The
Company is not nor, after giving effect to the issuance of the CDCI Preferred
Shares pursuant to the Agreement, would be on the date hereof an “investment
company” or an entity “controlled” by an “investment company,” as such terms are
defined in the Investment Company Act of 1940, as amended.

       

      (j)           Each
Certified Entity (A) is a regulated community development financial institution
(a “CDFI”)
currently certified by the Community Development Financial Institution Fund (the
“Fund”) of the
United States Department of the Treasury pursuant to 12 C.F.R. 1805.201(a) and
(B) satisfies all of the eligibility requirements of the Fund’s Community
Development Financial Institutions Program for a CDFI.

       

      



      
        
          
          

           


        

        
          
            Annex C-2

          

          
            

          

        

        
           


        

      


      


       

      ANNEX
D


       

      FORM
OF WAIVER

       

      In
consideration for the benefits I will receive as a result of the participation
of [____________________] (together with its
subsidiaries and affiliates, the “Company”) in the
United States Department of the Treasury’s (the “Treasury”) Capital
Purchase Program, Community Development Capital Initiative and/or any other
economic stabilization program implemented by the Treasury under the Emergency
Economic Stabilization Act of 2008 (as amended, supplemented, or otherwise
modified, the “EESA”) (any such
program, including the Capital Purchase Program and the Community Development
Capital Initiative, a “Program”), I hereby
voluntarily waive any claim against the United States (and each of its
departments and agencies) or the Company or any of its directors, officers,
employees and agents for any changes to my compensation or benefits that are
required to comply with the executive compensation and corporate governance
requirements of Section 111 of the EESA, as implemented by any guidance or
regulations issued and/or to be issued thereunder, including without limitation
the provisions for the Capital Purchase Program, as implemented by any guidance
or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or
any other guidance or regulations under the EESA and the applicable requirements
of the Exchange Agreement by and among the Company and the Treasury dated as of
_______ __, 2010, as amended (such requirements, the “Limitations”).

       

      I
acknowledge that the Limitations may require modification or termination of the
employment, compensation, bonus, incentive, severance, retention and other
benefit plans, arrangements, policies and agreements (including so-called
“golden parachute” agreements), whether or not in writing, that I may have with
the Company or in which I may participate as they relate to the period the
United States holds any equity or debt securities of the Company acquired
through a Program or for any other period applicable under such Program or
Limitations, as the case may be, and I hereby consent to all such
modifications.

       

      This
waiver includes all claims I may have under the laws of the United States or any
other jurisdiction (whether or not in existence as of the date hereof) related
to the requirements imposed by the Limitations, including without limitation, a
claim for any compensation or other payments or benefits I would otherwise
receive, any challenge to the process by which the Limitations are or were
adopted and any tort or constitutional claim about the effect of these
Limitations on my employment relationship and I hereby agree that I will not at
any time initiate, or cause or permit to be initiated on my behalf, any such
claim against the United States, the Company or its directors, officers,
employees or agents in or before any local, state, federal or other agency,
court or body.

       

      I agree
that, in the event and to the extent that the Compensation Committee of the
Board of Directors of the Company or similar governing body (the “Committee”)
reasonably determines that any compensatory payment and benefit provided to me,
including any bonus or incentive compensation based on materially inaccurate
financial statements or performance criteria, would cause the Company to fail to
be in compliance with the Limitations (such payment or benefit, an “Excess Payment”),
upon notification from the Company, I shall repay such Excess Payment to


       

       

      
        
          
          

        

        
          
            Annex D-1

          

          
            

          

        

        
          
          

        

      

       

      the
Company within 15 business days. In addition, I agree that the Company shall
have the right to postpone any such payment or benefit for a reasonable period
of time to enable the Committee to determine whether such payment or benefit
would constitute an Excess Payment.

       

      I
understand that any determination by the Committee as to whether or not,
including the manner in which, a payment or benefit needs to be modified,
terminated or repaid in order for the Company to be in compliance with
Section 111 of the EESA and/or the Limitations shall be a final and
conclusive determination of the Committee which shall be binding upon me. I
further understand that the Company is relying on this letter from me in
connection with its participation in a Program.


      
        
          
             

          

           


        

        
          
            Annex D-2

          

          
            

          

        

        
           


        

      


      


       

      IN
WITNESS WHEREOF, I execute this waiver on my own behalf, thereby communicating
my acceptance and acknowledgement to the provisions herein.

       

       

      
      

       

      
        	 	Respectfully, 
	 	 
	 	 
	 	 
	 	___________________________ 
	 	Name: 
	 	Title:
	 	Date: 


      

       


      
        
          
             

          

           


        

        
          Annex D-3

          
            

          

        

        
           


        

      


       

       

      ANNEX
E


       

      REGISTRATION
RIGHTS

       

       1.1           Definitions.  Terms
not defined in this Annex shall have the meaning ascribed to such terms in
the Agreement. As used in this Annex E, the following terms shall have the
following respective meanings:

       

      (a) “Holder” means 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 1.9 hereof.

       

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

       

      (c) “Pending Underwritten
Offering” means, with respect to any Holder forfeiting its rights
pursuant to Section 1.11 of this Annex E, any underwritten offering of
Registrable Securities in which such Holder has advised the Company of its
intent to register its Registrable Securities either pursuant to
Section 1.2(b) or 1.2(d) of this Annex E prior to the date of such
Holder’s forfeiture.

       

      (d) “Register,” “registered,” and
“registration”
shall refer to a registration effected by preparing and (A) filing a
registration statement or amendment thereto in compliance with the Securities
Act and applicable rules and regulations thereunder, and the declaration or
ordering of effectiveness of such registration statement or amendment thereto or
(B) filing a prospectus and/or prospectus supplement in respect of an
appropriate effective registration statement on Form S-3.

       

      (e) “Registrable
Securities” means (A) all CDCI
Preferred Shares and (B) any equity securities issued or issuable directly
or indirectly with respect to the securities referred to in the foregoing
clause (A) by way of conversion, exercise or exchange thereof, 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) they shall have ceased to be outstanding or (3) they have been
sold in any transaction in which the transferor’s rights under this Agreement
are not assigned to the transferee of the securities.  No Registrable
Securities may be registered under more than one registration statement at any
one time.

       

      (f) “Registration
Expenses” mean all expenses incurred by the Company in effecting any
registration pursuant to this Agreement (whether or not any registration or
prospectus becomes effective or final) or otherwise complying with its
obligations under this Annex E, including all registration, filing and
listing fees, printing expenses, fees and disbursements of counsel for the
Company, blue sky fees and expenses, expenses incurred in connection with any
“road show”, the reasonable fees and disbursements of Holders’ Counsel, and expenses of the
Company’s independent accountants in connection with any regular or


       

       

      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

         

        special
reviews or audits incident to or required by any such registration, but shall
not include Selling Expenses.

      

       

      (g) “Rule 144”, “Rule 144A”, “Rule 159A”, “Rule 405” and “Rule 415” mean, in
each case, such rule promulgated under the Securities Act (or any successor
provision), as the same shall be amended from time to time.

       

      (h) “Selling Expenses”
mean all discounts, selling commissions and stock transfer taxes applicable to
the sale of Registrable Securities and fees and disbursements of counsel for any
Holder (other than the fees and disbursements of Holders’ Counsel included in
Registration Expenses).

       

      (i) “Special Registration”
means the registration of (A) equity securities and/or options or other
rights in respect thereof solely registered on Form S-4 or Form S-8 (or
successor form) or (B) shares of equity securities and/or options or other
rights in respect thereof to be offered to directors, members of management,
employees, consultants, customers, lenders or vendors of the Company or Company
Subsidiaries or in connection with dividend reinvestment plans.

       

       1.2           Registration.

       

      (a) The
Company covenants and agrees that as promptly as practicable after the date that
the Company becomes subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act (and in any event no later than 30 days thereafter),
the Company shall prepare and file with the SEC a Shelf Registration Statement
covering all Registrable Securities (or otherwise designate an existing shelf
registration on an appropriate form under Rule 415 under the Securities Act (a
“Shelf Registration
Statement”) filed with the SEC to cover the Registrable Securities), and,
to the extent the Shelf Registration Statement has not theretofore been declared
effective or is not automatically effective upon such filing, the Company shall
use reasonable best efforts to cause such Shelf Registration Statement to be
declared or become effective and to keep such Shelf Registration Statement
continuously effective and in compliance with the Securities Act and usable for
resale of such Registrable Securities for a period from the date of its initial
effectiveness until such time as there are no Registrable Securities remaining
(including by refiling such Shelf Registration Statement (or a new Shelf
Registration Statement) if the initial Shelf Registration Statement
expires).  Notwithstanding the foregoing, if the Company is not
eligible to file a registration statement on Form S-3, then the Company shall
not be obligated to file a Shelf Registration Statement unless and until
requested to do so in writing by the Investor.

       

      (b) Any
registration pursuant to Section 1.2(a) of this Annex E shall be
effected by means of a Shelf Registration Statement on an appropriate form under
Rule 415 under the Securities Act (a “Shelf Registration
Statement”).  If 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 1.2(d) of this Annex E; provided that the Company
shall not be required to facilitate an underwritten offering of Registrable
Securities unless (i) the expected gross proceeds from such offering exceed
$200,000 

       

       

      
        
          
          

        

        
          E-2

          
            

          

        

        
          
          

        

         

        or
(ii) such underwritten offering includes all of the outstanding Registrable
Securities held by such Holder.  The lead underwriters in any such
distribution shall be selected by the Holders of a majority of the Registrable
Securities to be distributed.

      

       

      (c) The
Company shall not be required to effect a registration (including a resale of
Registrable Securities from an effective Shelf Registration Statement) or an
underwritten offering pursuant to Section 1.2 of this
Annex E:  (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.

       

      (d) 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 1.2(a) of this Annex E or a Special
Registration, and the registration form to be filed may be used for the
registration or qualification for distribution of Registrable Securities, the
Company will give prompt written notice to the Investor and all other Holders of
its intention to effect such a registration (but in no event less than ten days
prior to the anticipated filing date) and will include in such registration all
Registrable Securities with respect to which the Company has received written
requests for inclusion therein within ten business days after the date of the
Company’s notice (a “Piggyback
Registration”).  Any such person that has made such a written
request may withdraw its Registrable Securities from such Piggyback Registration
by giving written notice to the Company and the managing underwriter, if any, on
or before the fifth business day prior to the planned effective date of such
Piggyback Registration. The Company may terminate or withdraw any registration
under this Section 1.2(d) prior to the effectiveness of such registration,
whether or not Investor or any other Holders have elected to include Registrable
Securities in such registration.

       

      (e) If the
registration referred to in Section 1.2(d) of this Annex E 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 1.2(d) of this
Annex E.  In such event, the right of Investor and all other
Holders to registration pursuant to Section 1.2 of this Annex E will
be conditioned upon such persons’ participation in such underwriting and the
inclusion of such person’s Registrable Securities in the underwriting if such
securities are of the same class of securities as the securities to be offered
in the underwritten offering, and each such person will (together with the
Company and the other persons distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting by the Company; provided that 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 

       

       

      
        
          
          

        

        
          E-3

          
            

          

        

        
          
          

        

         

        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).

      

       

      (f) If either
(x) the Company grants “piggyback” registration rights to one or more third
parties to include their securities in an underwritten offering under the Shelf
Registration Statement pursuant to Section 1.2(b) of this Annex E or
(y) a Piggyback Registration under Section 1.2(d) of this Annex E
relates to an underwritten offering on behalf of the Company, and in either case
the managing underwriters advise the Company that in their reasonable opinion
the number of securities requested to be included in such offering exceeds the
number which can be sold without adversely affecting the marketability of such
offering (including an adverse effect on the per share offering price), the
Company will include in such offering only such number of securities that in the
reasonable opinion of such managing underwriters can be sold without adversely
affecting the marketability of the offering (including an adverse effect on the
per share offering price), which securities will be so included in the following
order of priority: (A) first, in the case of a Piggyback Registration under
Section 1.2(d) of this Annex E, 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 1.2(b) or Section 1.2(d) of this Annex E, as applicable,
pro rata on the basis
of the aggregate number of such securities or shares owned by each such 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.

       

       1.3           Expenses of
Registration.  All Registration Expenses incurred in connection
with any registration, qualification or compliance hereunder shall be borne by
the Company.  All Selling Expenses incurred in connection with any
registrations hereunder shall be borne by the holders of the securities so
registered pro rata on
the basis of the aggregate offering or sale price of the securities so
registered.

       

       1.4           Obligations of the
Company.  Whenever required to effect the registration of any
Registrable Securities or facilitate the distribution of Registrable Securities
pursuant to an effective Shelf Registration Statement, the Company shall, as
expeditiously as reasonably practicable:

       

      (a) Prepare
and file with the SEC a prospectus supplement or post-effective amendment with
respect to a proposed offering of Registrable Securities pursuant to an
effective registration statement, subject to Section 1.4 of this
Annex E, keep such registration statement effective and keep such
prospectus supplement current until the securities described therein are no
longer Registrable Securities.

       

      (b) Prepare
and file with the SEC such amendments and supplements to the applicable
registration statement and the prospectus or prospectus supplement used in
connection with such registration statement as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.

       

       

      
        
          
          

        

        
          E-4

          
            

          

        

        
          
          

        

      

       

      (c) Furnish
to the Holders and any underwriters such number of copies of the applicable
registration statement and each such amendment and supplement thereto (including
in each case all exhibits) and of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned or to be distributed by
them.

       

      (d) Use its
reasonable best efforts to register and qualify the securities covered by such
registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holders or any managing
underwriter(s), to keep such registration or qualification in effect for so long
as such registration statement remains in effect, and to take any other action
which may be reasonably necessary to enable such seller to consummate the
disposition in such jurisdictions of the securities owned by such Holder; provided that the Company
shall not be required in connection therewith or as a condition thereto to
qualify to do business or to file a general consent to service of process in any
such states or jurisdictions.

       

      (e) Notify
each Holder of Registrable Securities at any time when a prospectus relating
thereto is required to be delivered under the Securities Act of the happening of
any event as a result of which the applicable prospectus, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing.

       

      (f) Give
written notice to the Holders:

       

      (i) when any
registration statement filed pursuant to Section 4.1(j) of the Agreement or
any amendment thereto has been filed with the SEC (except for any amendment
effected by the filing of a document with the SEC pursuant to the Exchange Act)
and when such registration statement or any post-effective amendment thereto has
become effective;

       

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

       

      (iii) of the
issuance by the SEC of any stop order suspending the effectiveness of any
registration statement or the initiation of any proceedings for that
purpose;

       

      (iv) of the
receipt by the Company or its legal counsel of any notification with respect to
the suspension of the qualification of the applicable Registrable Securities for
sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose;

       

      (v) of the
happening of any event that requires the Company to make changes in any
effective registration statement or the prospectus related to the registration
statement in order to make the statements therein not misleading (which notice
shall be accompanied by an instruction to suspend the use of the prospectus
until the requisite changes have been made); and

       

       

      
        
          
          

        

        
          E-5

          
            

          

        

        
          
          

        

      

       

      (vi) if at any
time the representations and warranties of the Company contained in any
underwriting agreement contemplated by Section 1.4(j) of this Annex E
cease to be true and correct.

       

      (g) Use its
reasonable best efforts to prevent the issuance or obtain the withdrawal of any
order suspending the effectiveness of any registration statement referred to in
Section 1.4(f)(iii) of this Annex E at the earliest practicable
time.

       

      (h) Upon the
occurrence of any event contemplated by Section 1.4(e) or 1.4(f)(v) of this
Annex E, promptly prepare a post-effective amendment to such registration
statement or a supplement to the related prospectus or file any other required
document so that, as thereafter delivered to the Holders and any underwriters,
the prospectus will not contain an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.  If the
Company notifies the Holders in accordance with Section 1.4(f)(v) to
suspend the use of the prospectus until the requisite changes to the prospectus
have been made, then the Holders and any underwriters shall suspend use of such
prospectus and use their reasonable best efforts to return to the Company all
copies of such prospectus (at the Company’s expense) other than permanent file
copies then in such Holders’ or underwriters’ possession.  The total
number of days that any such suspension may be in effect in any 12-month period
shall not exceed 90 days.

       

      (i) Use
reasonable best efforts to procure the cooperation of the Company’s transfer
agent in settling any offering or sale of Registrable Securities, including with
respect to the transfer of physical stock certificates into book-entry form in
accordance with any procedures reasonably requested by the Holders or any
managing underwriter(s).

       

      (j) If an
underwritten offering is requested pursuant to Section 1.2(b) of this
Annex E, enter into an underwriting agreement in customary form, scope and
substance and take all such other actions reasonably requested by the Holders of
a majority of the Registrable Securities being sold in connection therewith or
by the managing underwriter(s), if any, to expedite or facilitate the
underwritten disposition of such Registrable Securities, and in connection
therewith in any underwritten offering (including making members of management
and executives of the Company available to participate in “road shows”, similar
sales events and other marketing activities), (A) make such representations
and warranties to the Holders that are selling stockholders and the managing
underwriter(s), if any, with respect to the business of the Company and its
subsidiaries, and the Shelf Registration Statement, prospectus and documents, if
any, incorporated or deemed to be incorporated by reference therein, in each
case, in customary form, substance and scope, and, if true, confirm the same if
and when requested, (B) use its reasonable best efforts to furnish the
underwriters with opinions of counsel to the Company, addressed to the managing
underwriter(s), if any, covering the matters customarily covered in such
opinions requested in underwritten offerings, (C) use its reasonable best
efforts to obtain “cold comfort” letters from the independent certified public
accountants of the Company (and, if necessary, any other independent certified
public accountants of any business acquired by the Company for which financial
statements and financial data are included in the Shelf Registration Statement)
who have certified the financial statements included in such Shelf Registration
Statement, addressed to each of the managing underwriter(s), if any, such
letters to be in customary form and covering matters of the type customarily
covered in “cold comfort” 

       

       

      
        
          
          

        

        
          E-6

          
            

          

        

        
          
          

        

         

        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 (A)
above and to evidence compliance with any customary conditions contained in the
underwriting agreement or other agreement entered into by the
Company.

      

       

      (k) Make
available for inspection by a representative of Holders that are selling
stockholders, the managing underwriter(s), if any, and any attorneys or
accountants retained by such Holders or managing underwriter(s), at the offices
where normally kept, during reasonable business hours, financial and other
records, pertinent corporate documents and properties of the Company, and cause
the officers, directors and employees of the Company to supply all information
in each case reasonably requested (and of the type customarily provided in
connection with due diligence conducted in connection with a registered public
offering of securities) by any such representative, managing underwriter(s),
attorney or accountant in connection with such Shelf Registration
Statement.

       

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

       

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

       

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

       

       1.5           Suspension of
Sales.  Upon receipt of written notice from the Company that a
registration statement, prospectus or prospectus supplement contains or may
contain an untrue statement of a material fact or omits or may omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading or that circumstances exist that make inadvisable use of
such registration statement, prospectus or prospectus supplement, 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 

       

       

      
        
          
          

        

        
          E-7

          
            

          

        

        
          
          

        

         

        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.

      

       

       1.6           Termination of Registration
Rights.  A Holder’s registration rights as to any securities
held by such Holder (and its Affiliates, partners, members and former members)
shall not be available unless such securities are Registrable
Securities.

       

       1.7           Furnishing
Information.

       

      (a) 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.

       

      (b) It shall
be a condition precedent to the obligations of the Company to take any action
pursuant to Section 1.4 of this Annex E 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.

       

       1.8           Indemnification.

       

      (a) The
Company agrees to indemnify each Holder and, if a Holder is a person other than
an individual, such Holder’s officers, directors, employees, agents,
representatives and Affiliates, and 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


       

       

      
        
          
          

        

        
          E-8

          
            

          

        

        
          
          

        

         

        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.

      

       

      (b) If the
indemnification provided for in Section 1.8(a) of this Annex E is
unavailable to an Indemnitee with respect to any losses, claims, damages,
actions, liabilities, costs or expenses referred to therein or is insufficient
to hold the Indemnitee harmless as contemplated therein, then the Company, in
lieu of indemnifying such Indemnitee, shall contribute to the amount paid or
payable by such Indemnitee as a result of such losses, claims, damages, actions,
liabilities, costs or expenses in such proportion as is appropriate to reflect
the relative fault of the Indemnitee, on the one hand, and the Company, on the
other hand, in connection with the statements or omissions which resulted in
such losses, claims, damages, actions, liabilities, costs or expenses as well as
any other relevant equitable considerations.  The relative fault of
the Company, on the one hand, and of the Indemnitee, on the other hand, shall be
determined by reference to, among other factors, whether the untrue statement of
a material fact or omission to state a material fact relates to information
supplied by the Company or by the Indemnitee and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission;  the Company and each Holder agree that it
would not be just and equitable if contribution pursuant to this
Section 1.8(b) of this Annex E were determined by pro rata allocation or by any
other method of allocation that does not take account of the equitable
considerations referred to in Section 1.8(a) of this
Annex E.  No Indemnitee guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from the Company if the Company was not guilty of such
fraudulent misrepresentation.

       

       1.9           Assignment of Registration
Rights.  The rights of the Investor to registration of
Registrable Securities pursuant to Section 1.2 of this Annex E may be
assigned by the Investor to any transferee or assignee of Registrable
Securities; provided,
however, the transferor
shall, within ten days after such transfer, furnish to the Company written
notice of the name and address of such transferee or assignee and the number and
type of Registrable Securities that are being assigned.

       

       1.10           Clear
Market.  With respect to any underwritten offering of
Registrable Securities by the Investor or other Holders pursuant to this
Annex E, the Company agrees not to effect (other than pursuant to such
registration or pursuant to a Special Registration) any public sale or
distribution, or to file any Shelf Registration Statement (other than such
registration or a Special Registration) covering any preferred stock of the
Company or any securities convertible into or exchangeable or exercisable for
preferred stock of the Company, during the period not to exceed ten days prior
and 60 days following the effective date of such offering or such longer period
up to 90 days as may be requested by the managing underwriter for such
underwritten offering.  The Company also agrees to cause such of its
directors and senior executive officers to execute and deliver customary lock-up
agreements in such form and for such time period up to 90 days as may be
requested by the managing underwriter.

       

       1.11           Forfeiture of
Rights.  At any time, any holder of Registrable Securities
(including any Holder) may elect to forfeit its rights set forth in this
Annex E from that date 

       

       

      
        
          
          

        

        
          E-9

          
            

          

        

        
          
          

        

         

        forward;
provided, that a Holder
forfeiting such rights shall nonetheless be entitled to participate under
Section 1.2(d) – (f) of this Annex E in any Pending Underwritten
Offering to the same extent that such Holder would have been entitled to if the
holder had not withdrawn; and provided, further, that no such
forfeiture shall terminate a Holder’s rights or obligations under
Section 1.7 of this Annex E with respect to any prior registration or
Pending Underwritten Offering.

      

       

       1.12           Specific
Performance.  The parties hereto acknowledge that there would
be no adequate remedy at law if the Company fails to perform any of its
obligations under this Annex E and that 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 Annex E in
accordance with the terms and conditions of this Annex E.

       

       1.13           No Inconsistent
Agreements.  The Company shall not, on or after the Signing
Date, enter into any agreement with respect to its securities that may impair
the rights granted to the Investor and the Holders under this Annex E 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
Annex E.  In the event the Company has, prior to the Signing
Date, entered into any agreement with respect to its securities that is
inconsistent with the rights granted to the Investor and the Holders under this
Annex E (including agreements that are inconsistent with the order of
priority contemplated by Section 1.2(f) of Annex E) or that may
otherwise conflict with the provisions hereof, the Company shall use its
reasonable best efforts to amend such agreements to ensure they are consistent
with the provisions of this Annex E.

       

       1.14           Certain Offerings by the
Investor.  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.


      
        
          
             

          

           


        

        
          E-10 


          
            

          

        

        
           


        

      


      


       

      ANNEX
F

       

      OFFICER’S
CERTIFICATE


       

      OF


       

      [COMPANY]

       

       

       In
connection with that certain letter agreement, dated [____________], 2010 (the “Agreement”) by and
between [COMPANY] (the “Company”) and the
United States Department of the Treasury (“Investor”) which
incorporates that certain Exchange Agreement –Standard Terms referred to therein
(the “Standard
Terms”), the undersigned does hereby certify as follows:

       

      1. I am a
duly elected/appointed [____________] of the Company.

       

      2. Each
Certified Entity (as defined in the Standard Terms) (A) is certified by the
Community Development Financial Institution Fund (the “Fund”) of the United
States Department of the Treasury as a regulated community development financial
institution (a “CDFI”); (B) together
with its Affiliates collectively meets the eligibility requirements of 12 C.F.R.
1805.200(b); (C) has a primary mission of promoting community development, as
may be determined by Investor from time to time, based on criteria set forth in
12 C.F.R. 1805.201(b)(1); (D) provides Financial Products, Development Services,
and/or other similar financing as a predominant business activity in
arm’s-length transactions; (E) serves a Target Market by serving one or more
Investment Areas and/or Targeted Populations in the manner set forth in 12
C.F.R. 1805.201(b)(3); (F) provides Development Services in conjunction with its
Financial Products, directly, through an Affiliate or through a contract with a
third-party provider; (G) maintains accountability to residents of the
applicable Investment Area(s) or Targeted Population(s) through representation
on its governing Board of Directors or otherwise; and (H) remains a
non-governmental entity which is not an agency or instrumentality of the United
States of America, or any State or political subdivision thereof, as described
in 12 C.F.R. 1805.201(b)(6) and within the meaning of any supplemental
regulations or interpretations of 12 C.F.R. 1805.201(b)(6) or such supplemental
regulations published by the Fund.  As used herein, the terms
“Affiliates”; “Financial
Products”; “Development
Services”; “Target
Market”; “Investment
Areas”; and “Targeted
Populations” have the meanings ascribed to such terms in 12 C.F.R.
1805.104.

       

      3. The
information set forth in the CDFI Certification Application delivered to the
Investor pursuant to Section 1.2(c)(xii) of the Standard Terms (the “CDFI Application”),
as modified by any updates to the CDFI Application provided on [Insert
Date(s)] by the
Company to the Investor on or prior to the date hereof, with respect to the
covenants set forth in Section 4.1(d)(i)(B) and Section 4.1(d)(i)(D) of the
Standard Terms remains true, correct and complete as of the date
hereof.

       

       

      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      

       

      4. The
contracts and material agreements entered into by each Certified Entity with
respect to Development Services previously disclosed to the Investor remain in
effect   and
copies of any new contracts and material agreements entered into by the
Certified Entity with respect to Development Services are attached hereto as
Exhibit A.

       

      5. Attached
hereto as Exhibit B is (A) a list of the names and addresses of the individuals
which comprise the board of directors of each Certified Entity as of the date
hereof, (B) to the extent any member of the board of directors listed on Exhibit
B was not a member of the board of directors as of the last certification
provided to the Investor pursuant to Section 4.1(d)(ii) of the Standard Terms, a
narrative describing such individual’s relationship to the applicable Investment
Area(s) and Targeted Population(s) and (C) to the extent any Certified Entity
maintains accountability to residents of the applicable Investment Area(s) or
Target Population(s) through means other than representation on its governing
board of directors and such means have changed since the date of the last
certification provided to the Investor pursuant to Section 4.1(d)(ii) of the
Standard Terms on [Insert
Date], a
narrative describing such change.

       

      6. Each
Certified Entity is not an agency of the United States of America, or any State
or political subdivision thereof, as described in 12 C.F.R. 1805.201(b)(6) and
within the meaning of any supplemental regulations or interpretations of 12
C.F.R. 1805.201(b)(6) or such supplemental regulations published by the
Fund.

       

      7. [Insert if the
Company was a Bank Holding Company or a Savings and Loan Holding Company on the
Signing Date: The Company is and has been at all times since the date of
the last certification provided to the Investor pursuant to Section 4.1(d)(ii)
of the Standard Terms, a [Insert if the
Company is a Bank Holding Company: Bank Holding Company] [Insert if the
Company is a Savings and Loan Holding Company: Savings and Loan Holding
Company].] The Company is not, and has
not been at any time since the date of the last certification provided to the
Investor pursuant to Section 4.1(d)(ii) of the Standard Terms on [Insert
Date], controlled
(within the meaning of [Insert for banks
and Bank Holding Companies: the Bank Holding Company Act of 1956 (12
U.S.C. 1841(a)(2)) and 12 C.F.R. 225(a)(i)] [Insert for
savings associations and Savings and Loan Holding Companies: the Home
Owners’ Loan Act of 1933 (12 U.S.C. 1467a (a)(2)) and 12 C.F.R. 583.7]) by a foreign bank or
company.

       

      The
foregoing certifications are made and delivered as of [_________] pursuant to Section
4.1(d)(ii) of the Standard Terms.

       

      Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to
them in the Standard Terms.

       

      [SIGNATURE
PAGE FOLLOWS]


      
        
          
             

          

           


        

        
          F-2 


          
            

          

        

        
           


        

      


       

      IN
WITNESS WHEREOF, this Officer’s Certificate has been duly executed and delivered
as of the [__] day of [__________], 20[__].

       

      
        	
                 
      

              	
                                                                                
      [COMPANY]

              


      

       

      
        	
                 
      

              	
                 

              	                                                                
      By:_______________________________ 


      

      
        	
                 
      

              	
                                                                                      
      Name:

              


      

      
        	
                 
      

              	
                                                                                      
      Title:

              


      


      
        
          
             

          

           


        

        
          F-3

          
            

          

        

        
           


        

      


      


       

      EXHIBIT
A

       

      NEW
CONTRACTS AND MATERIAL AGREEMENTS


      
        
          
             

          

           


        

        
          
            Exh.
A-1 

          

          
            

          

        

        
           


        

      


      


       

      EXHIBIT
B

       

      BOARD OF
DIRECTORS

       

      CERTIFIED
ENTITY: [CERTIFIED
ENTITY]1

      
        	
                 

                NAME

              	
                ADDRESS

              	
                NARRATIVE2

              
	
                 
      

                 

              	 
      	 
      
	
                 

                 
      

              	 
      	 
      
	
                 

                 
      

              	 
      	 
      
	
                 

                 
      

              	 
      	 
      
	
                 

                 
      

              	 
      	 
      


      

      


      


       

       

      


      

        

      

        
        


         

        1
Include chart for each Certified Entity.

      

        
        2 To
the extent (x) any of the individuals was not a member of the board of directors
of such Certified Entity as of the last certification to the Investor, include a
narrative describing such individual’s relationship to the applicable Investment
Area(s) and Targeted Population(s) or, (y) if such Certified Entity maintains
accountability to residents of the applicable Investment Area(s) or Target
Population(s) through means other than representation on its governing board of
directors and such means have changed since the date of the last certification
to the Investor, a narrative describing such change.

         

         

         

         

         

        Exh.
B-1 

         

           

        

      



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE A

     

    ADDITIONAL TERMS AND
CONDITIONS

     

    Company
Information:

     

    Name of
the Company: Security Federal Corporation

     

    Corporate
or other organizational form of Company: Corporation

     

    Jurisdiction
of Organization of Company: South Carolina

     

    Appropriate
Federal Banking Agency of Company: Office of Thrift Supervision

     

    Name of
Certified Entities: Security Federal Bank

     

    Corporate
or other organizational form of each Certified Entity: Federal stock savings
bank

     

    Jurisdiction
of Organization of each Certified Entity: United States

     

    Appropriate
Federal Banking Agency of each Certified Entity: Office of Thrift
Supervision

     

    Notice
Information:

     

    
      	 	
              Timothy
      W. Simmons

              President
      and CEO

              Security
      Federal Corporation

              238
      Richland Avenue, West

              Aiken,
      South Carolina 29801

            	
              Roy
      G. Lindburg

              Executive
      Vice President and CFO

              Security
      Federal Corporation

              238
      Richland Avenue, West

              Aiken,
      South Carolina 29801

            


    

     

    Terms of the
Exchange:

     

    Series of
CDCI Preferred Stock Exchanged: Fixed Rate Cumulative Preferred Stock, Series
B

     

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

     

    Number of
Shares of CDCI Preferred Stock Exchanged: 18,000

     

    Dividend
Payment Dates on the CDCI Preferred Stock: Payable quarterly in arrears on
February 15, May 15, August 15 and November 15 of each year.

     

    Series of
CPP Preferred Stock Exchanged: Fixed Rate Cumulative Perpetual Preferred Stock,
Series A

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Number of
Shares of CPP Preferred Stock Exchanged: 18,000

     

    Date of
Letter Agreement pursuant to which CPP Preferred Shares were purchased: December
19, 2008

     

    Closing:

     

    Location
of Closing:   Cadwalader, Wickersham & Taft LLP

          
One World Financial Center

          
New York, NY 10281

     

    Time of
Closing:       Noon, New York
Time

     

    Date of
Closing:       September 29,
2010

    


    


    



    
      
        
          UST Sequence No.
208

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SCHEDULE
B

     

    CAPITALIZATION

     

    Capitalization Date:
August 31, 2010

     

    Common
Stock

     

    Par
value: $0.01

     

    Total
Authorized: 5,000,000

     

    Outstanding:
2,461,095

     

    
                      Subject
to warrants, options, convertible securities,
etc.:  533,066

    

    
    

     

    Reserved
for benefit plans and other issuances: 583,066

     

    Remaining
authorized but unissued: 2,538,905

     

    
      Shares
issued after Capitalization Date (other than
pursuant to warrants, options, convertible
securities, etc. as set forth above):
0

    

     

    Preferred
Stock

     

    Par
value: $0.01

     

    Total
Authorized: 200,000

     

    Outstanding
(by series): 18,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock,
Series A (to be exchanged for 18,000 shares of Fixed Rate Cumulative Preferred
Stock, Series B)

     

    Reserved
for issuance: 0

     

    Remaining
authorized but unissued: 182,000


    
      
        
          UST Sequence No.
208

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    Holders of 5% or more of any
class of capital
stock                           Primary
Address

    


    Common
Stock

     

    


     

    
      	T. Clifton
      Weeks  	c/o Security Federal
      Corporation 
	 	238 Richland Ave.,
      West 
	 	Aiken, SC
      29801 
	 	 
	Mr. and Mrs. Thomas
      W. Weeks 	3761 Dock Site
      Road 
	 	Edisto Island, SC
      29438 
	 	 
	Timothy W.
      Simmons 	c/o Security Federal
      Corporation 
	 	238 Richland Ave.,
      West 
	 	Aiken, SC
      29801 
	 	 
	Preferred
Stock	 
	 	 
	United States
      Department of the Treasury 	1500 Pennsylvania
      Ave., NW 
	 	Washington, DC
      20220 


    

                                                                                                                                      

                                                                                                                                    

                                                                                                                                    



    
      
        
          UST Sequence No.
208

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SCHEDULE
C

     

    MATERIAL ADVERSE
EFFECT

     

    List any
exceptions to the representation and warranty in Section 3.6 of the Exchange
Agreement – Standard Terms.

     

    If none,
please so indicate by checking the box:  [X].

    



    
      
        
          UST Sequence No.
208

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    SCHEDULE
D

     

    LITIGATION

     

    List any
exceptions to the representation and warranty in Section 3.10 of the Exchange
Agreement – Standard Terms.

     

    


     

    If none,
please so indicate by checking the box:  [X].


    
      
        
          UST Sequence No.
208

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    SCHEDULE
E

     

    COMPLIANCE WITH
LAWS

     

    List any
exceptions to the representation and warranty in the second sentence of Section
3.11 of the Exchange 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
3.11 of the Exchange Agreement – Standard Terms.

     

    


     

    If none,
please so indicate by checking the box:  [X].


    
      
        
          UST Sequence No.
208

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    SCHEDULE
F

     

    REGULATORY
AGREEMENTS

     

    List any
exceptions to the representation and warranty in Section 3.17 of the Exchange
Agreement – Standard Terms.

     

    


     

    If none,
please so indicate by checking the box:  [X].

     

    


    

 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      UST Sequence No. 208