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

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  Except to the extent supplemented or superseded by the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

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

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

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

    
      * * *
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

    
      UNITED STATES DEPARTMENT OF THE TREASURY




    

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


CARROLLTON BANCORP


By:    /s/
      Robert A.
      Altieri                                                                                          
      Name:
      Robert A. Altieri
      Title: President and Chief Executive Officer



    

    
      Date: February 13, 2009
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      EXHIBIT A


    

    
      SECURITIES PURCHASE AGREEMENT

    

    

    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    

    

    

    

    

    



    
      

      

      SECURITIES PURCHASE AGREEMENT


STANDARD TERMS




    

    

    



    

    

    

    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
    	

        	
           
        	
          Table of Contents
        	

        
	

        	

        	

        	
           
        
	

        	

        	

        	
          Page
        
	

        	

        	

        	
           
        
	

        	

        	
          Article 1
        	

        
	

        	

        	

        	
           
        
	

        	

        	
          Purchase; Closing
        	

        
	

        	

        	

        	
           
        
	
          1.1
        	

        	
          Purchase
        	
          1
        
	
          1.2
        	

        	
          Closing
        	
          2
        
	
          1.3
        	

        	
          Interpretation
        	
          4
        
	

        	

        	

        	
           
        
	

        	

        	
          Article 2
        	

        
	

        	

        	

        	
           
        
	

        	

        	
          Representations and Warranties
        	

        
	

        	

        	

        	
           
        
	
          2.1
        	

        	
          Disclosure
        	
          4
        
	
          2.2
        	

        	
          Representations and Warranties of the Company
        	
          5
        
	

        	

        	

        	
           
        
	

        	

        	
          Article 3
        	

        
	

        	

        	

        	
           
        
	

        	

        	
          Covenants
        	

        
	

        	

        	

        	
           
        
	
          3.1
        	

        	
          Commercially Reasonable Efforts
        	
          13
        
	
          3.2
        	

        	
          Expenses
        	
          14
        
	
          3.3
        	

        	
          Sufficiency of Authorized Common Stock; Exchange Listing
        	
          14
        
	
          3.4
        	

        	
          Certain Notifications Until Closing
        	
          14
        
	
          3.5
        	

        	
          Access, Information and Confidentiality
        	
          15
        
	

        	

        	

        	
           
        
	

        	

        	
          Article 4
        	

        
	

        	

        	

        	
           
        
	

        	

        	
          Additional Agreements
        	

        
	

        	

        	

        	
           
        
	
          4.1
        	

        	
          Purchase for Investment
        	
          15
        
	
          4.2
        	

        	
          Legends
        	
          16
        
	
          4.3
        	

        	
          Certain Transactions
        	
          17
        
	
          4.4
        	

        	
          Transfer of Purchased Securities and Warrant Shares; Restrictions on
          Exercise of the Warrant
        	
          18
        
	
          4.5
        	

        	
          Registration Rights
        	
          18
        
	
          4.6
        	

        	
          Voting of Warrant Shares
        	
          29
        
	
          4.7
        	

        	
          Depositary Shares
        	
          29
        
	
          4.8
        	

        	
          Restriction on Dividends and Repurchases
        	
          30
        
	
          4.9
        	

        	
          Repurchase of Investor Securities
        	
          31
        
	
          4.10
        	

        	
          Executive Compensation
        	
          32
        
	
          4.11
        	

        	
          Bank and Thrift Holding Company Status
        	
          32
        
	
          4.12
        	

        	
          Predominantly Financial
        	
          32
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
    	

        	
           
        	
          Article 5
        	

        
	

        	

        	

        	
           
        
	

        	

        	
          Miscellaneous
        	

        
	

        	

        	

        	
           
        
	
          5.1
        	

        	
          Termination
        	
          33
        
	
          5.2
        	

        	
          Survival of Representations and Warranties
        	
          33
        
	
          5.3
        	

        	
          Amendment
        	
          33
        
	
          5.4
        	

        	
          Waiver of Conditions
        	
          34
        
	
          5.5
        	

        	
          Governing Law: Submission to Jurisdiction, Etc.
        	
          34
        
	
          5.6
        	

        	
          Notices
        	
          34
        
	
          5.7
        	

        	
          Definitions
        	
          34
        
	
          5.8
        	

        	
          Assignment
        	
          35
        
	
          5.9
        	

        	
          Severability
        	
          35
        
	
          5.10
        	

        	
          No Third Party Beneficiaries
        	
          35
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      LIST OF ANNEXES
    

    
      ANNEX A:  FORM OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK
    

    
      ANNEX B:  FORM OF WAIVER
    

    
      ANNEX C:  FORM OF OPINION
    

    
      ANNEX D:  FORM OF WARRANT
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      INDEX OF DEFINED TERMS
    

    

    

    
    	
          Term
        	
           
        	
          Location of Definition
        
	
          Affiliate
        	

        	
          5.7(b)
        
	
          Agreement
        	

        	
          Recitals
        
	
          Appraisal Procedure
        	

        	
          4.9(c)(i)
        
	
          Appropriate Federal Banking Agency
        	

        	
          2.2(s)
        
	
          Bank Holding Company
        	

        	
          4.11
        
	
          Bankruptcy Exceptions
        	

        	
          2.2(d)
        
	
          Benefit Plans
        	

        	
          1.2(d)(iv)
        
	
          Board of Directors
        	

        	
          2.2(f)
        
	
          Business Combination
        	

        	
          4.4
        
	
          business day
        	

        	
          1.3
        
	
          Capitalization Date
        	

        	
          2.2(b)
        
	
          Certificate of Designations
        	

        	
          1.2(d)(iii)
        
	
          Charter
        	

        	
          1.2(d)(iii)
        
	
          Closing
        	

        	
          1.2(a)
        
	
          Closing Date
        	

        	
          1.2(a)
        
	
          Code
        	

        	
          2.2(n)
        
	
          Common Stock
        	

        	
          Recitals
        
	
          Company
        	

        	
          Recitals
        
	
          Company Financial Statements
        	

        	
          2.2(h)
        
	
          Company Material Adverse Effect
        	

        	
          2.1(a)
        
	
          Company Reports
        	

        	
          2.2(i)(i)
        
	
          Company Subsidiary; Company Subsidiaries
        	

        	
          2.2(i)(i)
        
	
          control; controlled by; under common control with
        	

        	
          5.7(b)
        
	
          Controlled Group
        	

        	
          2.2(n)
        
	
          CPP
        	

        	
          Recitals
        
	
          EESA
        	

        	
          1.2(d)(iv)
        
	
          ERISA
        	

        	
          2.2(n)
        
	
          Exchange Act
        	

        	
          2.1(b)
        
	
          Fair Market Value
        	

        	
          4.9(c)(ii)
        
	
          Federal Reserve
        	

        	
          4.11
        
	
          GAAP
        	

        	
          2.1(a)
        
	
          Governmental Entities
        	

        	
          1.2(c)
        
	
          Holder
        	

        	
          4.5(k)(i)
        
	
          Holders’ Counsel
        	

        	
          4.5(k)(ii)
        
	
          Indemnitee
        	

        	
          4.5(g)(i)
        
	
          Information
        	

        	
          3.5(b)
        
	
          Initial Warrant Shares
        	

        	
          Recitals
        
	
          Investor
        	

        	
          Recitals
        
	
          Junior Stock
        	

        	
          4.8(c)
        
	
          knowledge of the Company; Company’s knowledge
        	

        	
          5.7(c)
        
	
          Last Fiscal Year
        	

        	
          2.1(b)
        
	
          Letter Agreement
        	

        	
          Recitals
        
	
          officers
        	

        	
          5.7(c)
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
    	
          
            Term
          

        	
           
        	
          
            Location of Definition
          

        
	
          Parity Stock
        	

        	
          4.8(c)
        
	
          Pending Underwritten Offering
        	

        	
          4.5(l)
        
	
          Permitted Repurchases
        	

        	
          4.8(a)(ii)
        
	
          Piggyback Registration
        	

        	
          4.5(a)(iv)
        
	
          Plan
        	

        	
          2.2(n)
        
	
          Preferred Shares
        	

        	
          Recitals
        
	
          Preferred Stock
        	

        	
          Recitals
        
	
          Previously Disclosed
        	

        	
          2.1(b)
        
	
          Proprietary Rights
        	

        	
          2.2(u)
        
	
          Purchase
        	

        	
          Recitals
        
	
          Purchase Price
        	

        	
          1.1
        
	
          Purchased Securities
        	

        	
          Recitals
        
	
          Qualified Equity Offering
        	

        	
          4.4
        
	
          register; registered; registration
        	

        	
          4.5(k)(iii)
        
	
          Registrable Securities
        	

        	
          4.5(k)(iv)
        
	
          Registration Expenses
        	

        	
          4.5(k)(v)
        
	
          Regulatory Agreement
        	

        	
          2.2(s)
        
	
          Rule 144; Rule 144A; Rule 159A; Rule 405; Rule 415
        	

        	
          4.5(k)(vi)
        
	
          Savings and Loan Holding Company
        	

        	
          4.11
        
	
          Schedules
        	

        	
          Recitals
        
	
          SEC
        	

        	
          2.1(b)
        
	
          Securities Act
        	

        	
          2.2(a)
        
	
          Selling Expenses
        	

        	
          4.5(k)(vii)
        
	
          Senior Executive Officers
        	

        	
          4.10
        
	
          Share Dilution Amount
        	

        	
          4.8(a)(ii)
        
	
          Shelf Registration Statement
        	

        	
          4.5(a)(ii)
        
	
          Signing Date
        	

        	
          2.1(a)
        
	
          Special Registration
        	

        	
          4.5(i)
        
	
          Stockholder Proposals
        	

        	
          3.1(b)
        
	
          subsidiary
        	

        	
          5.8(a)
        
	
          Tax; Taxes
        	

        	
          2.2(o)
        
	
          Transfer
        	

        	
          4.4
        
	
          Warrant
        	

        	
          Recitals
        
	
          Warrant Shares
        	

        	
          2.2(d)
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      SECURITIES PURCHASE AGREEMENT – STANDARD TERMS
    

    
      Recitals:
    

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

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

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

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

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

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

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

    
      Article 1
Purchase; Closing
    

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      1.2       Closing.
    

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

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

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

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

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

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

    
      Article 2
Representations and Warranties
    

    
      2.1       Disclosure.
    

    
      (a)       “Company Material
      Adverse Effect” means a material adverse effect on (i) the business,
      results of operation or financial condition of the Company and its
      consolidated subsidiaries taken as a whole; provided, however,
      that Company Material Adverse Effect shall not be deemed to include the
      effects of (A) changes after the date of the Letter Agreement (the “Signing
      Date”) in general business, economic or market conditions (including
      changes generally in prevailing interest rates, credit availability and
      liquidity, currency exchange rates and price levels or trading volumes
      in the United States or foreign securities or credit markets), or any
      outbreak or escalation of hostilities, declared or undeclared acts of
      war or terrorism, in each case generally affecting the industries in
      which the Company and its subsidiaries operate, (B) changes or proposed
      changes after the Signing Date in generally accepted accounting
      principles in the United States (“GAAP”) or regulatory
      accounting requirements, or authoritative interpretations thereof, (C)
      changes or proposed changes after the Signing Date in securities,
      banking and other laws of general applicability or related policies or
      interpretations of Governmental Entities (in the case of each of these
      clauses (A), (B) and (C), other than changes or occurrences to the
      extent that such changes or occurrences have or would reasonably be
      expected to have a materially disproportionate adverse effect on the
      Company and its consolidated subsidiaries taken as a whole relative to
      comparable U.S. banking or financial services organizations), or (D)
      changes in the market price or trading volume of the Common Stock or any
      other equity, equity-related or debt securities of the Company or its
      consolidated subsidiaries (it being understood and agreed that the
      exception set forth in this clause (D) does not apply to the underlying
      reason giving rise to or contributing to any such change); or (ii) the
      ability of the Company to consummate the Purchase and the other
      transactions contemplated by this Agreement and the Warrant and perform
      its obligations hereunder or thereunder on a timely basis.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

    
      (a)       Organization, Authority
      and Significant Subsidiaries.  The Company has been duly
      incorporated and is validly existing and in good standing under the laws
      of its jurisdiction of organization, with the necessary power and
      authority to own its properties and conduct its business in all material
      respects as currently conducted, and except as has not, individually or
      in the aggregate, had and would not reasonably be expected to have a
      Company Material Adverse Effect, has been duly qualified as a foreign
      corporation for the transaction of business and is in good standing
      under the laws of each other jurisdiction in which it owns or leases
      properties or conducts any business so as to require such qualification;
      each subsidiary of the Company that is a “significant subsidiary” within
      the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act
      of 1933 (the “Securities Act”) has been duly organized and
      is validly existing in good standing under the laws of its jurisdiction
      of organization.  The Charter and bylaws of the Company, copies of which
      have been provided to the Investor prior to the Signing Date, are true,
      complete and correct copies of such documents as in full force and
      effect as of the Signing Date.
    

    
      (b)       Capitalization.  The
      authorized capital stock of the Company, and the outstanding capital
      stock of the Company (including securities convertible into, or
      exercisable or exchangeable for, capital stock of the Company) as of the
      most recent fiscal month-end preceding the Signing Date (the “Capitalization
      Date”) is set forth on Schedule B.  The outstanding
      shares of capital stock of the Company have been duly authorized and are
      validly issued and outstanding, fully paid and nonassessable, and
      subject to no preemptive rights (and were not issued in violation of any
      preemptive rights).  Except as provided in the Warrant, as of the
      Signing Date, the Company does not have outstanding any securities or
      other obligations providing the holder the right to acquire Common Stock
      that is not reserved for issuance as specified on Schedule B, and
      the Company has not made any other commitment to authorize, issue or
      sell any Common Stock.  Since the Capitalization Date, the Company has
      not issued any shares of Common Stock, other than (i) shares issued upon
      the exercise of stock options or delivered under other equity-based
      awards or other convertible securities or warrants which were issued and
      outstanding on the Capitalization Date and disclosed on Schedule B
      and (ii) shares disclosed on Schedule B.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

    
      (d)       The Warrant and Warrant
      Shares.  The Warrant has been duly authorized and, when executed and
      delivered as contemplated hereby, will constitute a valid and legally
      binding obligation of the Company enforceable against the Company in
      accordance with its terms, except as the same may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium or similar
      laws affecting the enforcement of creditors’ rights generally and
      general equitable principles, regardless of whether such enforceability
      is considered in a proceeding at law or in equity (“Bankruptcy
      Exceptions”).  The shares of Common Stock issuable upon exercise of
      the Warrant (the “Warrant Shares”) have been duly
      authorized and reserved for issuance upon exercise of the Warrant and
      when so issued in accordance with the terms of the Warrant will be
      validly issued, fully paid and non-assessable, subject, if applicable,
      to the approvals of its stockholders set forth on Schedule C.
    

    
      (e)       Authorization,
      Enforceability.
    

    
      (i)       The Company has the corporate power and authority to execute
      and deliver this Agreement and the Warrant and, subject, if applicable,
      to the approvals of its stockholders set forth on Schedule C, to
      carry out its obligations hereunder and thereunder (which includes the
      issuance of the Preferred Shares, Warrant and Warrant Shares).  The
      execution, delivery and performance by the Company of this Agreement and
      the Warrant and the consummation of the transactions contemplated hereby
      and thereby have been duly authorized by all necessary corporate action
      on the part of the Company and its stockholders, and no further approval
      or authorization is required on the part of the Company, subject, in
      each case, if applicable, to the approvals of its stockholders set forth
      on Schedule C.  This Agreement is a valid and binding obligation
      of the Company enforceable against the Company in accordance with its
      terms, subject to the Bankruptcy Exceptions.
    

    
      (ii)      The execution, delivery and performance by the Company of this
      Agreement and the Warrant and the consummation of the transactions
      contemplated hereby and thereby and compliance by the Company with the
      provisions hereof and thereof, will not (A) violate, conflict with, or
      result in a breach of any provision of, or constitute a default (or an
      event which, with notice or lapse of time or both, would constitute a
      default) under, or result in the termination of, or accelerate the
      performance required by, or result in a right of termination or
      acceleration of, or result in the creation of, any lien, security
      interest, charge or encumbrance upon any of the properties or assets of
      the Company or any Company Subsidiary under any of the terms, conditions
      or provisions of (i) subject, if applicable, to the approvals of the
      Company’s stockholders set forth on Schedule C, its
      organizational documents or (ii) any note, bond, mortgage, indenture,
      deed of trust, license, lease, agreement or other instrument or
      obligation to which the Company or any Company Subsidiary is a party or
      by which it or any Company Subsidiary may be bound, or to which the
      Company or any Company Subsidiary or any of the properties or assets of
      the Company or any Company Subsidiary may be subject, or (B) subject to
      compliance with the statutes and regulations referred to in the next
      paragraph, violate any statute, rule or regulation or any judgment,
      ruling, order, writ, injunction or decree applicable to the Company or
      any Company Subsidiary or any of their respective properties or assets
      except, in the case of clauses (A)(ii) and (B), for those occurrences
      that, individually or in the aggregate, have not had and would not
      reasonably be expected to have a Company Material Adverse Effect.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (iii)     Other than the filing of the Certificate of Designations with
      the Secretary of State of its jurisdiction of organization or other
      applicable Governmental Entity, any current report on Form 8-K required
      to be filed with the SEC, such filings and approvals as are required to
      be made or obtained under any state “blue sky” laws, the filing of any
      proxy statement contemplated by Section 3.1 and such as have been made
      or obtained, no notice to, filing with, exemption or review by, or
      authorization, consent or approval of, any Governmental Entity is
      required to be made or obtained by the Company in connection with the
      consummation by the Company of the Purchase except for any such notices,
      filings, exemptions, reviews, authorizations, consents and approvals the
      failure of which to make or obtain would not, individually or in the
      aggregate, reasonably be expected to have a Company Material Adverse
      Effect.
    

    
      (f)       Anti-takeover Provisions
      and Rights Plan.  The Board of Directors of the Company (the “Board
      of Directors”) has taken all necessary action to ensure that the
      transactions contemplated by this Agreement and the Warrant and the
      consummation of the transactions contemplated hereby and thereby,
      including the exercise of the Warrant in accordance with its terms, will
      be exempt from any anti-takeover or similar provisions of the Company’s
      Charter and bylaws, and any other provisions of any applicable
      “moratorium”, “control share”, “fair price”, “interested stockholder” or
      other anti-takeover laws and regulations of any jurisdiction.  The
      Company has taken all actions necessary to render any stockholders’
      rights plan of the Company inapplicable to this Agreement and the
      Warrant and the consummation of the transactions contemplated hereby and
      thereby, including the exercise of the Warrant by the Investor in
      accordance with its terms.
    

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

    
      (h)       Company Financial
      Statements.  Each of the consolidated financial statements of the
      Company and its consolidated subsidiaries (collectively the “Company
      Financial Statements”) included or incorporated by reference in the
      Company Reports filed with the SEC since December 31, 2006, present
      fairly in all material respects the consolidated financial position of
      the Company and its consolidated subsidiaries as of the dates indicated
      therein (or if amended prior to the Signing Date, as of the date of such
      amendment) and the consolidated results of their operations for the
      periods specified therein; and except as stated therein, such financial
      statements (A) were prepared in conformity with GAAP applied on a
      consistent basis (except as may be noted therein), (B) have been
      prepared from, and are in accordance with, the books and records of the
      Company and the Company Subsidiaries and (C) complied as to form, as of
      their respective dates of filing with the SEC, in all material respects
      with the applicable accounting requirements and with the published rules
      and regulations of the SEC with respect thereto.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (i)       Reports.
    

    
      (i)       Since December 31, 2006, the Company and each subsidiary of
      the Company (each a “Company Subsidiary” and, collectively,
      the “Company Subsidiaries”) has timely filed all reports,
      registrations, documents, filings, statements and submissions, together
      with any amendments thereto, that it was required to file with any
      Governmental Entity (the foregoing, collectively, the “Company
      Reports”) and has paid all fees and assessments due and payable in
      connection therewith, except, in each case, as would not, individually
      or in the aggregate, reasonably be expected to have a Company Material
      Adverse Effect.  As of their respective dates of filing, the Company
      Reports complied in all material respects with all statutes and
      applicable rules and regulations of the applicable Governmental
      Entities.  In the case of each such Company Report filed with or
      furnished to the SEC, such Company Report (A) did not, as of its date or
      if amended prior to the Signing Date, as of the date of such amendment,
      contain an untrue statement of a material fact or omit to state a
      material fact necessary in order to make the statements made therein, in
      light of the circumstances under which they were made, not misleading,
      and (B) complied as to form in all material respects with the applicable
      requirements of the Securities Act and the Exchange Act.  With respect
      to all other Company Reports, the Company Reports were complete and
      accurate in all material respects as of their respective dates.  No
      executive officer of the Company or any Company Subsidiary has failed in
      any respect to make the certifications required of him or her under
      Section 302 or 906 of the Sarbanes-Oxley Act of 2002.
    

    
      (ii)      The records, systems, controls, data and information of the
      Company and the Company Subsidiaries are recorded, stored, maintained
      and operated under means (including any electronic, mechanical or
      photographic process, whether computerized or not) that are under the
      exclusive ownership and direct control of the Company or the Company
      Subsidiaries or their accountants (including all means of access thereto
      and therefrom), except for any non-exclusive ownership and non-direct
      control that would not reasonably be expected to have a material adverse
      effect on the system of internal accounting controls described below in
      this Section 2.2(i)(ii).  The Company (A) has implemented and maintains
      disclosure controls and procedures (as defined in Rule 13a-15(e) of the
      Exchange Act) to ensure that material information relating to the
      Company, including the consolidated Company Subsidiaries, is made known
      to the chief executive officer and the chief financial officer of the
      Company by others within those entities, and (B) has disclosed, based on
      its most recent evaluation prior to the Signing Date, to the Company’s
      outside auditors and the audit committee of the Board of Directors (x)
      any significant deficiencies and material weaknesses in the design or
      operation of internal controls over financial reporting (as defined in
      Rule 13a-15(f) of the Exchange Act) that are reasonably likely to
      adversely affect the Company’s ability to record, process, summarize and
      report financial information and (y) any fraud, whether or not material,
      that involves management or other employees who have a significant role
      in the Company’s internal controls over financial reporting.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (j)       No Undisclosed
      Liabilities.  Neither the Company nor any of the Company
      Subsidiaries has any liabilities or obligations of any nature (absolute,
      accrued, contingent or otherwise) which are not properly reflected or
      reserved against in the Company Financial Statements to the extent
      required to be so reflected or reserved against in accordance with GAAP,
      except for (A) liabilities that have arisen since the last fiscal year
      end in the ordinary and usual course of business and consistent with
      past practice and (B) liabilities that, individually or in the
      aggregate, have not had and would not reasonably be expected to have a
      Company Material Adverse Effect.
    

    
      (k)       Offering of Securities.  Neither
      the Company nor any person acting on its behalf has taken any action
      (including any offering of any securities of the Company under
      circumstances which would require the integration of such offering with
      the offering of any of the Purchased Securities under the Securities
      Act, and the rules and regulations of the SEC promulgated thereunder),
      which might subject the offering, issuance or sale of any of the
      Purchased Securities to Investor pursuant to this Agreement to the
      registration requirements of the Securities Act.
    

    
      (l)       Litigation and Other
      Proceedings.  Except (i) as set forth on Schedule D
      or (ii) as would not, individually or in the aggregate, reasonably be
      expected to have a Company Material Adverse Effect, there is no (A)
      pending or, to the knowledge of the Company, threatened, claim, action,
      suit, investigation or proceeding, against the Company or any Company
      Subsidiary or to which any of their assets are subject nor is the
      Company or any Company Subsidiary subject to any order, judgment or
      decree or (B) unresolved violation, criticism or exception by any
      Governmental Entity with respect to any report or relating to any
      examinations or inspections of the Company or any Company Subsidiaries.
    

    
      (m)       Compliance with Laws.  Except
      as would not, individually or in the aggregate, reasonably be expected
      to have a Company Material Adverse Effect, the Company and the Company
      Subsidiaries have all permits, licenses, franchises, authorizations,
      orders and approvals of, and have made all filings, applications and
      registrations with, Governmental Entities that are required in order to
      permit them to own or lease their properties and assets and to carry on
      their business as presently conducted and that are material to the
      business of the Company or such Company Subsidiary.  Except as set forth
      on Schedule E, the Company and the Company Subsidiaries have
      complied in all respects and are not in default or violation of, and
      none of them is, to the knowledge of the Company, under investigation
      with respect to or, to the knowledge of the Company, have been
      threatened to be charged with or given notice of any violation of, any
      applicable domestic (federal, state or local) or foreign law, statute,
      ordinance, license, rule, regulation, policy or guideline, order,
      demand, writ, injunction, decree or judgment of any Governmental Entity,
      other than such noncompliance, defaults or violations that would not,
      individually or in the aggregate, reasonably be expected to have a
      Company Material Adverse Effect.  Except for statutory or regulatory
      restrictions of general application or as set forth on Schedule E,
      no Governmental Entity has placed any restriction on the business or
      properties of the Company or any Company Subsidiary that would,
      individually or in the aggregate, reasonably be expected to have a
      Company Material Adverse Effect.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (n)       Employee Benefit Matters.  Except
      as would not reasonably be expected to have, either individually or in
      the aggregate, a Company Material Adverse Effect: (A) each “employee
      benefit plan” (within the meaning of Section 3(3) of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”))
      providing benefits to any current or former employee, officer or
      director of the Company or any member of its “Controlled Group”
      (defined as any organization which is a member of a controlled group of
      corporations within the meaning of Section 414 of the Internal Revenue
      Code of 1986, as amended (the “Code”)) that is sponsored,
      maintained or contributed to by the Company or any member of its
      Controlled Group and for which the Company or any member of its
      Controlled Group would have any liability, whether actual or contingent
      (each, a “Plan”) has been maintained in compliance with its
      terms and with the requirements of all applicable statutes, rules and
      regulations, including ERISA and the Code; (B) with respect to each Plan
      subject to Title IV of ERISA (including, for purposes of this clause
      (B), any plan subject to Title IV of ERISA that the Company or any
      member of its Controlled Group previously maintained or contributed to
      in the six years prior to the Signing Date), (1) no “reportable event”
      (within the meaning of Section 4043(c) of ERISA), other than a
      reportable event for which the notice period referred to in Section
      4043(c) of ERISA has been waived, has occurred in the three years prior
      to the Signing Date or is reasonably expected to occur, (2) no
      “accumulated funding deficiency” (within the meaning of Section 302 of
      ERISA or Section 412 of the Code), whether or not waived, has occurred
      in the three years prior to the Signing Date or is reasonably expected
      to occur, (3) the fair market value of the assets under each Plan
      exceeds the present value of all benefits accrued under such Plan
      (determined based on the assumptions used to fund such Plan) and (4)
      neither the Company nor any member of its Controlled Group has incurred
      in the six years prior to the Signing Date, or reasonably expects to
      incur, any liability under Title IV of ERISA (other than contributions
      to the Plan or premiums to the PBGC in the ordinary course and without
      default) in respect of a Plan (including any Plan that is a
      “multiemployer plan”, within the meaning of Section 4001(c)(3) of
      ERISA); and (C) each Plan that is intended to be qualified under Section
      401(a) of the Code has received a favorable determination letter from
      the Internal Revenue Service with respect to its qualified status that
      has not been revoked, or such a determination letter has been timely
      applied for but not received by the Signing Date, and nothing has
      occurred, whether by action or by failure to act, which could reasonably
      be expected to cause the loss, revocation or denial of such qualified
      status or favorable determination letter.
    

    
      (o)       Taxes.  Except as
      would not, individually or in the aggregate, reasonably be expected to
      have a Company Material Adverse Effect, (i) the Company and the Company
      Subsidiaries have filed all federal, state, local and foreign income and
      franchise Tax returns required to be filed through the Signing Date,
      subject to permitted extensions, and have paid all Taxes due thereon,
      and (ii) no Tax deficiency has been determined adversely to the Company
      or any of the Company Subsidiaries, nor does the Company have any
      knowledge of any Tax deficiencies.  “Tax” or “Taxes”
      means any federal, state, local or foreign income, gross receipts,
      property, sales, use, license, excise, franchise, employment, payroll,
      withholding, alternative or add on minimum, ad valorem, transfer or
      excise tax, or any other tax, custom, duty, governmental fee or other
      like assessment or charge of any kind whatsoever, together with any
      interest or penalty, imposed by any Governmental Entity.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

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

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

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

    
      (r)       Risk Management
      Instruments.  Except as would not, individually or in the aggregate,
      reasonably be expected to have a Company Material Adverse Effect, all
      derivative instruments, including, swaps, caps, floors and option
      agreements, whether entered into for the Company’s own account, or for
      the account of one or more of the Company Subsidiaries or its or their
      customers, were entered into (i) only in the ordinary course of
      business, (ii) in accordance with prudent practices and in all material
      respects with all applicable laws, rules, regulations and regulatory
      policies and (iii) with counterparties believed to be financially
      responsible at the time; and each of such instruments constitutes the
      valid and legally binding obligation of the Company or one of the
      Company Subsidiaries, enforceable in accordance with its terms, except
      as may be limited by the Bankruptcy Exceptions.  Neither the Company or
      the Company Subsidiaries, nor, to the knowledge of the Company, any
      other party thereto, is in breach of any of its obligations under any
      such agreement or arrangement other than such breaches that would not,
      individually or in the aggregate, reasonably be expected to have a
      Company Material Adverse Effect.
    

    
      (s)       Agreements with
      Regulatory Agencies.  Except as set forth on Schedule 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 (other than the
      Appropriate Federal Banking Agencies with jurisdiction over the Company
      and the Company Subsidiaries) that currently restricts in any material
      respect the conduct of its business or that in any material manner
      relates to its capital adequacy, its liquidity and funding policies and
      practices, its ability to pay dividends, its credit, risk management or
      compliance policies or procedures, its internal controls, its management
      or its operations or business (each item in this sentence, a “Regulatory
      Agreement”), nor has the Company or any Company Subsidiary been
      advised since December 31, 2006 by any such Governmental Entity that it
      is considering issuing, initiating, ordering, or requesting any such
      Regulatory Agreement.  The Company and each Company Subsidiary are in
      compliance in all material respects with each Regulatory Agreement to
      which it is party or subject, and neither the Company nor any Company
      Subsidiary has received any notice from any Governmental Entity
      indicating that either the Company or any Company Subsidiary is not in
      compliance in all material respects with any such Regulatory
      Agreement.  "Appropriate Federal Banking Agency"
      means the “appropriate Federal banking agency” with respect to the
      Company or such Company Subsidiaries, as applicable, as defined in
      Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section
      1813(q)).
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (t)       Insurance.  The
      Company and the Company Subsidiaries are insured with reputable insurers
      against such risks and in such amounts as the management of the Company
      reasonably has determined to be prudent and consistent with industry
      practice.  The Company and the Company Subsidiaries are in material
      compliance with their insurance policies and are not in default under
      any of the material terms thereof, each such policy is outstanding and
      in full force and effect, all premiums and other payments due under any
      material policy have been paid, and all claims thereunder have been
      filed in due and timely fashion, except, in each case, as would not,
      individually or in the aggregate, reasonably be expected to have a
      Company Material Adverse Effect.
    

    
      (u)       Intellectual Property.  Except
      as would not, individually or in the aggregate, reasonably be expected
      to have a Company Material Adverse Effect, (i) the Company and each
      Company Subsidiary owns or otherwise has the right to use, all
      intellectual property rights, including all trademarks, trade dress,
      trade names, service marks, domain names, patents, inventions, trade
      secrets, know-how, works of authorship and copyrights therein, that are
      used in the conduct of their existing businesses and all rights relating
      to the plans, design and specifications of any of its branch facilities
      (“Proprietary Rights”) free and clear of all liens and any
      claims of ownership by current or former employees, contractors,
      designers or others and (ii) neither the Company nor any of the Company
      Subsidiaries is materially infringing, diluting, misappropriating or
      violating, nor has the Company or any or the Company Subsidiaries
      received any written (or, to the knowledge of the Company, oral)
      communications alleging that any of them has materially infringed,
      diluted, misappropriated or violated, any of the Proprietary Rights
      owned by any other person.  Except as would not, individually or in the
      aggregate, reasonably be expected to have a Company Material Adverse
      Effect, to the Company’s knowledge, no other person is infringing,
      diluting, misappropriating or violating, nor has the Company or any or
      the Company Subsidiaries sent any written communications since January
      1, 2006 alleging that any person has infringed, diluted, misappropriated
      or violated, any of the Proprietary Rights owned by the Company and the
      Company Subsidiaries.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

    
      Article 3
Covenants
    

    
      3.1       Commercially Reasonable
      Efforts.
    

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

    
      (b)       If the Company is required to obtain any stockholder approvals
      set forth on Schedule C, then the Company shall comply with this
      Section 3.1(b) and Section 3.1(c).  The Company shall call a special
      meeting of its stockholders, as promptly as practicable following the
      Closing, to vote on proposals (collectively, the “Stockholder
      Proposals”) to (i) approve the exercise of the Warrant for Common
      Stock for purposes of the rules of the national security exchange on
      which the Common Stock is listed and/or (ii) amend the Company’s Charter
      to increase the number of authorized shares of Common Stock to at least
      such number as shall be sufficient to permit the full exercise of the
      Warrant for Common Stock and comply with the other provisions of this
      Section 3.1(b) and Section 3.1(c).  The Board of Directors shall
      recommend to the Company’s stockholders that such stockholders vote in
      favor of the Stockholder Proposals.  In connection with such meeting,
      the Company shall prepare (and the Investor will reasonably cooperate
      with the Company to prepare) and file with the SEC as promptly as
      practicable (but in no event more than ten business days after the
      Closing) a preliminary proxy statement, shall use its reasonable best
      efforts to respond to any comments of the SEC or its staff thereon and
      to cause a definitive proxy statement related to such stockholders’
      meeting to be mailed to the Company’s stockholders not more than five
      business days after clearance thereof by the SEC, and shall use its
      reasonable best efforts to solicit proxies for such stockholder approval
      of the Stockholder Proposals.  The Company shall notify the Investor
      promptly of the receipt of any comments from the SEC or its staff with
      respect to the proxy statement and of any request by the SEC or its
      staff for amendments or supplements to such proxy statement or for
      additional information and will supply the Investor with copies of all
      correspondence between the Company or any of its representatives, on the
      one hand, and the SEC or its staff, on the other hand, with respect to
      such proxy statement.  If at any time prior to such stockholders’
      meeting there shall occur any event that is required to be set forth in
      an amendment or supplement to the proxy statement, the Company shall as
      promptly as practicable prepare and mail to its stockholders such an
      amendment or supplement.  Each of the Investor and the Company agrees
      promptly to correct any information provided by it or on its behalf for
      use in the proxy statement if and to the extent that such information
      shall have become false or misleading in any material respect, and the
      Company shall as promptly as practicable prepare and mail to its
      stockholders an amendment or supplement to correct such information to
      the extent required by applicable laws and regulations.  The Company
      shall consult with the Investor prior to filing any proxy statement, or
      any amendment or supplement thereto, and provide the Investor with a
      reasonable opportunity to comment thereon.  In the event that the
      approval of any of the Stockholder Proposals is not obtained at such
      special stockholders meeting, the Company shall include a proposal to
      approve (and the Board of Directors shall recommend approval of) each
      such proposal at a meeting of its stockholders no less than once in each
      subsequent six-month period beginning on January 1, 2009 until all such
      approvals are obtained or made.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

    
      3.3       Sufficiency of
      Authorized Common Stock; Exchange Listing.
    

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

    
      (b)       If requested by the Investor, the Company shall promptly use
      its reasonable best efforts to cause the Preferred Shares to be approved
      for listing on a national securities exchange as promptly as practicable
      following such request.
    

    
      3.4       Certain Notifications
      Until Closing.  From the Signing Date until the Closing, the Company
      shall promptly notify the Investor of (i) any fact, event or
      circumstance of which it is aware and which would reasonably be expected
      to cause any representation or warranty of the Company contained in this
      Agreement to be untrue or inaccurate in any material respect or to cause
      any covenant or agreement of the Company contained in this Agreement not
      to be complied with or satisfied in any material respect and (ii) except
      as Previously Disclosed, any fact, circumstance, event, change,
      occurrence, condition or development of which the Company is aware and
      which, individually or in the aggregate, has had or would reasonably be
      expected to have a Company Material Adverse Effect; provided, however,
      that delivery of any notice pursuant to this Section 3.4 shall not limit
      or affect any rights of or remedies available to the Investor; provided,
      further, that a failure to comply with this Section 3.4 shall not
      constitute a breach of this Agreement or the failure of any condition
      set forth in Section 1.2 to be satisfied unless the underlying Company
      Material Adverse Effect or material breach would independently result in
      the failure of a condition set forth in Section 1.2 to be satisfied.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      3.5       Access, Information and
      Confidentiality.
    

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

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

    
      Article 4
Additional Agreements
    

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      4.2       Legends.
    

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

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

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

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

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

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

    
      THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
      THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR
      OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING
      THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS
      OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH
      LAWS.  EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT
      IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION
      5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  ANY
      TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS
      ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL
      BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES
      THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES
      REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION
      STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO
      LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR
      RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
      “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
      A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
      TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR
      (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO
      EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE
      TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.”
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

    
      4.5       Registration Rights.
    

    
      (a)       Registration.
    

    
      (i)       Subject to the terms and conditions of this Agreement, the
      Company covenants and agrees that as promptly as practicable after the
      Closing Date (and in any event no later than 30 days after the Closing
      Date), the Company shall prepare and file with the SEC a Shelf
      Registration Statement covering all Registrable Securities (or otherwise
      designate an existing Shelf Registration Statement filed with the SEC to
      cover the Registrable Securities), and, to the extent the Shelf
      Registration Statement has not theretofore been declared effective or is
      not automatically effective upon such filing, the Company shall use
      reasonable best efforts to cause such Shelf Registration Statement to be
      declared or become effective and to keep such Shelf Registration
      Statement continuously effective and in compliance with the Securities
      Act and usable for resale of such Registrable Securities for a period
      from the date of its initial effectiveness until such time as there are
      no Registrable Securities remaining (including by refiling such Shelf
      Registration Statement (or a new Shelf Registration Statement) if the
      initial Shelf Registration Statement expires).  So long as the Company
      is a well-known seasoned issuer (as defined in Rule 405 under the
      Securities Act) at the time of filing of the Shelf Registration
      Statement with the SEC, such Shelf Registration Statement shall be
      designated by the Company as an automatic Shelf Registration
      Statement.  Notwithstanding the foregoing, if on the Signing Date the
      Company is not eligible to file a registration statement on Form S-3,
      then the Company shall not be obligated to file a Shelf Registration
      Statement unless and until requested to do so in writing by the Investor.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

    
      (iii)     The Company shall not be required to effect a registration
      (including a resale of Registrable Securities from an effective Shelf
      Registration Statement) or an underwritten offering pursuant to Section
      4.5(a): (A) with respect to securities that are not Registrable
      Securities; or (B) if the Company has notified the Investor and all
      other Holders that in the good faith judgment of the Board of Directors,
      it would be materially detrimental to the Company or its securityholders
      for such registration or underwritten offering to be effected at such
      time, in which event the Company shall have the right to defer such
      registration for a period of not more than 45 days after receipt of the
      request of the Investor or any other Holder; provided that such
      right to delay a registration or underwritten offering shall be
      exercised by the Company (1) only if the Company has generally exercised
      (or is concurrently exercising) similar black-out rights against holders
      of similar securities that have registration rights and (2) not more
      than three times in any 12-month period and not more than 90 days in the
      aggregate in any 12-month period.
    

    
      (iv)      If during any period when an effective Shelf Registration
      Statement is not available, the Company proposes to register any of its
      equity securities, other than a registration pursuant to Section
      4.5(a)(i) or a Special Registration, and the registration form to be
      filed may be used for the registration or qualification for distribution
      of Registrable Securities, the Company will give prompt written notice
      to the Investor and all other Holders of its intention to effect such a
      registration (but in no event less than ten days prior to the
      anticipated filing date) and will include in such registration all
      Registrable Securities with respect to which the Company has received
      written requests for inclusion therein within ten business days after
      the date of the Company’s notice (a “Piggyback
      Registration”).  Any such person that has made such a written
      request may withdraw its Registrable Securities from such Piggyback
      Registration by giving written notice to the Company and the managing
      underwriter, if any, on or before the fifth business day prior to the
      planned effective date of such Piggyback Registration.  The Company may
      terminate or withdraw any registration under this Section 4.5(a)(iv)
      prior to the effectiveness of such registration, whether or not Investor
      or any other Holders have elected to include Registrable Securities in
      such registration.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (v)       If the registration referred to in Section 4.5(a)(iv) is
      proposed to be underwritten, the Company will so advise Investor and all
      other Holders as a part of the written notice given pursuant to Section
      4.5(a)(iv).  In such event, the right of Investor and all other Holders
      to registration pursuant to Section 4.5(a) will be conditioned upon such
      persons’ participation in such underwriting and the inclusion of such
      person’s Registrable Securities in the underwriting if such securities
      are of the same class of securities as the securities to be offered in
      the underwritten offering, and each such person will (together with the
      Company and the other persons distributing their securities through such
      underwriting) enter into an underwriting agreement in customary form
      with the underwriter or underwriters selected for such underwriting by
      the Company; provided that the Investor (as opposed to other
      Holders) shall not be required to indemnify any person in connection
      with any registration.  If any participating person disapproves of the
      terms of the underwriting, such person may elect to withdraw therefrom
      by written notice to the Company, the managing underwriters and the
      Investor (if the Investor is participating in the underwriting).
    

    
      (vi)      If either (x) the Company grants “piggyback” registration
      rights to one or more third parties to include their securities in an
      underwritten offering under the Shelf Registration Statement pursuant to
      Section 4.5(a)(ii) or (y) a Piggyback Registration under Section
      4.5(a)(iv) relates to an underwritten offering on behalf of the Company,
      and in either case the managing underwriters advise the Company that in
      their reasonable opinion the number of securities requested to be
      included in such offering exceeds the number which can be sold without
      adversely affecting the marketability of such offering (including an
      adverse effect on the per share offering price), the Company will
      include in such offering only such number of securities that in the
      reasonable opinion of such managing underwriters can be sold without
      adversely affecting the marketability of the offering (including an
      adverse effect on the per share offering price), which securities will
      be so included in the following order of priority: (A) first, in the
      case of a Piggyback Registration under Section 4.5(a)(iv), the
      securities the Company proposes to sell, (B) then the Registrable
      Securities of the Investor and all other Holders who have requested
      inclusion of Registrable Securities pursuant to Section 4.5(a)(ii) or
      Section 4.5(a)(iv), as applicable, pro rata on the basis of the
      aggregate number of such securities or shares owned by each such person
      and (C) lastly, any other securities of the Company that have been
      requested to be so included, subject to the terms of this Agreement; provided,
      however, that if the Company has, prior to the Signing Date, entered
      into an agreement with respect to its securities that is inconsistent
      with the order of priority contemplated hereby then it shall apply the
      order of priority in such conflicting agreement to the extent that it
      would otherwise result in a breach under such agreement.
    

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

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

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (vi)      Give written notice to the Holders:
    

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

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

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

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

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

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

    
      (vii)     Use its reasonable best efforts to prevent the issuance or
      obtain the withdrawal of any order suspending the effectiveness of any
      registration statement referred to in Section 4.5(c)(vi)(C) at the
      earliest practicable time.
    

    
      (viii)    Upon the occurrence of any event contemplated by Section
      4.5(c)(v) or 4.5(c)(vi)(E), promptly prepare a post-effective amendment
      to such registration statement or a supplement to the related prospectus
      or file any other required document so that, as thereafter delivered to
      the Holders and any underwriters, the prospectus will not contain an
      untrue statement of a material fact or omit to state any material fact
      necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading.  If the Company notifies the
      Holders in accordance with Section 4.5(c)(vi)(E) to suspend the use of
      the prospectus until the requisite changes to the prospectus have been
      made, then the Holders and any underwriters shall suspend use of such
      prospectus and use their reasonable best efforts to return to the
      Company all copies of such prospectus (at the Company’s expense) other
      than permanent file copies then in such Holders’ or underwriters’
      possession.  The total number of days that any such suspension may be in
      effect in any 12-month period shall not exceed 90 days.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

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

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

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

    
      (f)       Furnishing Information.
    

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

    
      (g)       Indemnification.
    

    
      (i)       The Company agrees to indemnify each Holder and, if a Holder
      is a person other than an individual, such Holder’s officers, directors,
      employees, agents, representatives and Affiliates, and each Person, if
      any, that controls a Holder within the meaning of the Securities Act
      (each, an “Indemnitee”), against any and all losses,
      claims, damages, actions, liabilities, costs and expenses (including
      reasonable fees, expenses and disbursements of attorneys and other
      professionals incurred in connection with investigating, defending,
      settling, compromising or paying any such losses, claims, damages,
      actions, liabilities, costs and expenses), joint or several, arising out
      of or based upon any untrue statement or alleged untrue statement of
      material fact contained in any registration statement, including any
      preliminary prospectus or final prospectus contained therein or any
      amendments or supplements thereto or any documents incorporated therein
      by reference or contained in any free writing prospectus (as such term
      is defined in Rule 405) prepared by the Company or authorized by it in
      writing for use by such Holder (or any amendment or supplement thereto);
      or any omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading; provided,
      that the Company shall not be liable to such Indemnitee in any such case
      to the extent that any such loss, claim, damage, liability (or action or
      proceeding in respect thereof) or expense arises out of or is based upon
      (A) an untrue statement or omission made in such registration statement,
      including any such preliminary prospectus or final prospectus contained
      therein or any such amendments or supplements thereto or contained in
      any free writing prospectus (as such term is defined in Rule 405)
      prepared by the Company or authorized by it in writing for use by such
      Holder (or any amendment or supplement thereto), in reliance upon and in
      conformity with information regarding such Indemnitee or its plan of
      distribution or ownership interests which was furnished in writing to
      the Company by such Indemnitee for use in connection with such
      registration statement, including any such preliminary prospectus or
      final prospectus contained therein or any such amendments or supplements
      thereto, or (B) offers or sales effected by or on behalf of such
      Indemnitee “by means of” (as defined in Rule 159A) a “free writing
      prospectus” (as defined in Rule 405) that was not authorized in writing
      by the Company.
    

    
      (ii)      If the indemnification provided for in Section 4.5(g)(i) is
      unavailable to an Indemnitee with respect to any losses, claims,
      damages, actions, liabilities, costs or expenses referred to therein or
      is insufficient to hold the Indemnitee harmless as contemplated therein,
      then the Company, in lieu of indemnifying such Indemnitee, shall
      contribute to the amount paid or payable by such Indemnitee as a result
      of such losses, claims, damages, actions, liabilities, costs or expenses
      in such proportion as is appropriate to reflect the relative fault of
      the Indemnitee, on the one hand, and the Company, on the other hand, in
      connection with the statements or omissions which resulted in such
      losses, claims, damages, actions, liabilities, costs or expenses as well
      as any other relevant equitable considerations.  The relative fault of
      the Company, on the one hand, and of the Indemnitee, on the other hand,
      shall be determined by reference to, among other factors, whether the
      untrue statement of a material fact or omission to state a material fact
      relates to information supplied by the Company or by the Indemnitee and
      the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission; the
      Company and each Holder agree that it would not be just and equitable if
      contribution pursuant to this Section 4.5(g)(ii) were determined by pro
      rata allocation or by any other method of allocation that does not
      take account of the equitable considerations referred to in Section
      4.5(g)(i).  No Indemnitee guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from the Company if the Company was not guilty of such
      fraudulent misrepresentation.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (h)       Assignment of
      Registration Rights.  The rights of the Investor to registration of
      Registrable Securities pursuant to Section 4.5(a) may be assigned by the
      Investor to a transferee or assignee of Registrable Securities with a
      liquidation preference or, in the case of Registrable Securities other
      than Preferred Shares, a market value, no less than an amount equal to
      (i) 2% of the initial aggregate liquidation preference of the Preferred
      Shares if such initial aggregate liquidation preference is less than $2
      billion and (ii) $200 million if the initial aggregate liquidation
      preference of the Preferred Shares is equal to or greater than $2
      billion; provided, however, the transferor shall, within
      ten days after such transfer, furnish to the Company written notice of
      the name and address of such transferee or assignee and the number and
      type of Registrable Securities that are being assigned.  For purposes of
      this Section 4.5(h), “market value” per share of Common Stock shall be
      the last reported sale price of the Common Stock on the national
      securities exchange on which the Common Stock is listed or admitted to
      trading on the last trading day prior to the proposed transfer, and the
      “market value” for the Warrant (or any portion thereof) shall be the
      market value per share of Common Stock into which the Warrant (or such
      portion) is exercisable less the exercise price per share.
    

    
      (i)       Clear Market.  With
      respect to any underwritten offering of Registrable Securities by the
      Investor or other Holders pursuant to this Section 4.5, the Company
      agrees not to effect (other than pursuant to such registration or
      pursuant to a Special Registration) any public sale or distribution, or
      to file any Shelf Registration Statement (other than such registration
      or a Special Registration) covering, in the case of an underwritten
      offering of Common Stock or Warrants, any of its equity securities or,
      in the case of an underwritten offering of Preferred Shares, any
      Preferred Stock of the Company, or, in each case, any securities
      convertible into or exchangeable or exercisable for such securities,
      during the period not to exceed ten days prior and 60 days following the
      effective date of such offering or such longer period up to 90 days as
      may be requested by the managing underwriter for such underwritten
      offering.  The Company also agrees to cause such of its directors and
      senior executive officers to execute and deliver customary lock-up
      agreements in such form and for such time period up to 90 days as may be
      requested by the managing underwriter.  “Special
      Registration” means the registration of (A) equity securities and/or
      options or other rights in respect thereof solely registered on Form S-4
      or Form S-8 (or successor form) or (B) shares of equity securities
      and/or options or other rights in respect thereof to be offered to
      directors, members of management, employees, consultants, customers,
      lenders or vendors of the Company or Company Subsidiaries or in
      connection with dividend reinvestment plans.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

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

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

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

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

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (iv)      “Registrable Securities”
      means (A) all Preferred Shares, (B) the Warrant (subject to Section
      4.5(p)) and (C) any equity securities issued or issuable directly or
      indirectly with respect to the securities referred to in the foregoing
      clauses (A) or (B) by way of conversion, exercise or exchange thereof,
      including the Warrant Shares, or share dividend or share split or in
      connection with a combination of shares, recapitalization,
      reclassification, merger, amalgamation, arrangement, consolidation or
      other reorganization, provided that, once issued, such securities
      will not be Registrable Securities when (1) they are sold pursuant to an
      effective registration statement under the Securities Act, (2) except as
      provided below in Section 4.5(o), they may be sold pursuant to Rule 144
      without limitation thereunder on volume or manner of sale, (3) they
      shall have ceased to be outstanding or (4) they have been sold in a
      private transaction in which the transferor's rights under this
      Agreement are not assigned to the transferee of the securities.  No
      Registrable Securities may be registered under more than one
      registration statement at any one time.
    

    
      (v)       “Registration
      Expenses” mean all expenses incurred by the Company in effecting any
      registration pursuant to this Agreement (whether or not any registration
      or prospectus becomes effective or final) or otherwise complying with
      its obligations under this Section 4.5, including all registration,
      filing and listing fees, printing expenses, fees and disbursements of
      counsel for the Company, blue sky fees and expenses, expenses incurred
      in connection with any “road show”, the reasonable fees and
      disbursements of Holders’ Counsel, and expenses of the Company’s
      independent accountants in connection with any regular or special
      reviews or audits incident to or required by any such registration, but
      shall not include Selling Expenses.
    

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

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

    
      (l)       At any time, any holder of Securities (including any Holder)
      may elect to forfeit its rights set forth in this Section 4.5 from that
      date forward; provided, that a Holder forfeiting such rights
      shall nonetheless be entitled to participate under Section 4.5(a)(iv) –
      (vi) in any Pending Underwritten Offering to the same extent that such
      Holder would have been entitled to if the holder had not withdrawn; and provided,
      further, that no such forfeiture shall terminate a Holder’s
      rights or obligations under Section 4.5(f) with respect to any prior
      registration or Pending Underwritten Offering.  “Pending
      Underwritten Offering” means, with respect to any
      Holder forfeiting its rights pursuant to this Section 4.5(l), any
      underwritten offering of Registrable Securities in which such Holder has
      advised the Company of its intent to register its Registrable Securities
      either pursuant to Section 4.5(a)(ii) or 4.5(a)(iv) prior to the date of
      such Holder’s forfeiture.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (m)       Specific Performance.  The
      parties hereto acknowledge that there would be no adequate remedy at law
      if the Company fails to perform any of its obligations under this
      Section 4.5 and that the Investor and the Holders from time to time may
      be irreparably harmed by any such failure, and accordingly agree that
      the Investor and such Holders, in addition to any other remedy to which
      they may be entitled at law or in equity, to the fullest extent
      permitted and enforceable under applicable law shall be entitled to
      compel specific performance of the obligations of the Company under this
      Section 4.5 in accordance with the terms and conditions of this Section
      4.5.
    

    
      (n)       No Inconsistent
      Agreements.  The Company shall not, on or after the Signing Date,
      enter into any agreement with respect to its securities that may impair
      the rights granted to the Investor and the Holders under this Section
      4.5 or that otherwise conflicts with the provisions hereof in any manner
      that may impair the rights granted to the Investor and the Holders under
      this Section 4.5.  In the event the Company has, prior to the Signing
      Date, entered into any agreement with respect to its securities that is
      inconsistent with the rights granted to the Investor and the Holders
      under this Section 4.5 (including agreements that are inconsistent with
      the order of priority contemplated by Section 4.5(a)(vi)) or that may
      otherwise conflict with the provisions hereof, the Company shall use its
      reasonable best efforts to amend such agreements to ensure they are
      consistent with the provisions of this Section 4.5.
    

    
      (o)       Certain Offerings by the
      Investor.  In the case of any securities held by the Investor that
      cease to be Registrable Securities solely by reason of clause (2) in the
      definition of “Registrable Securities,” the provisions of Sections
      4.5(a)(ii), clauses (iv), (ix) and (x)-(xii) of Section 4.5(c), Section
      4.5(g) and Section 4.5(i) shall continue to apply until such securities
      otherwise cease to be Registrable Securities.  In any such case, an
      “underwritten” offering or other disposition shall include any
      distribution of such securities on behalf of the Investor by one or more
      broker-dealers, an “underwriting agreement” shall include any purchase
      agreement entered into by such broker-dealers, and any “registration
      statement” or “prospectus” shall include any offering document approved
      by the Company and used in connection with such distribution.
    

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      4.8       Restriction on Dividends
      and Repurchases.
    

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

    
      (i)       declare or pay any dividend or make any distribution on the
      Common Stock (other than (A) regular quarterly cash dividends of not
      more than the amount of the last quarterly cash dividend per share
      declared or, if lower, publicly announced an intention to declare, on
      the Common Stock prior to October 14, 2008, as adjusted for any stock
      split, stock dividend, reverse stock split, reclassification or similar
      transaction, (B) dividends payable solely in shares of Common Stock and
      (C) dividends or distributions of rights or Junior Stock in connection
      with a stockholders’ rights plan); or
    

    
      (ii)      redeem, purchase or acquire any shares of Common Stock or
      other capital stock or other equity securities of any kind of the
      Company, or any trust preferred securities issued by the Company or any
      Affiliate of the Company, other than (A) redemptions, purchases or other
      acquisitions of the Preferred Shares, (B) redemptions, purchases or
      other acquisitions of shares of Common Stock or other Junior Stock, in
      each case in this clause (B) in connection with the administration of
      any employee benefit plan in the ordinary course of business (including
      purchases to offset the Share Dilution Amount (as defined below)
      pursuant to a publicly announced repurchase plan) and consistent with
      past practice; provided that any purchases to offset the Share
      Dilution Amount shall in no event exceed the Share Dilution Amount, (C)
      purchases or other acquisitions by a broker-dealer subsidiary of the
      Company solely for the purpose of market-making, stabilization or
      customer facilitation transactions in Junior Stock or Parity Stock in
      the ordinary course of its business, (D) purchases by a broker-dealer
      subsidiary of the Company of capital stock of the Company for resale
      pursuant to an offering by the Company of such capital stock
      underwritten by such broker-dealer subsidiary, (E) any redemption or
      repurchase of rights pursuant to any stockholders’ rights plan, (F) the
      acquisition by the Company or any of the Company Subsidiaries of record
      ownership in Junior Stock or Parity Stock for the beneficial ownership
      of any other persons (other than the Company or any other Company
      Subsidiary), including as trustees or custodians, and (G) the exchange
      or conversion of Junior Stock for or into other Junior Stock or of
      Parity Stock or trust preferred securities for or into other Parity
      Stock (with the same or lesser aggregate liquidation amount) or Junior
      Stock, in each case set forth in this clause (G), solely to the extent
      required pursuant to binding contractual agreements entered into prior
      to the Signing Date or any subsequent agreement for the accelerated
      exercise, settlement or exchange thereof for Common Stock (clauses (C)
      and (F), collectively, the “Permitted Repurchases”).  “Share
      Dilution Amount” means the increase in the number of diluted shares
      outstanding (determined in accordance with GAAP, and as measured from
      the date of the Company’s most recently filed Company Financial
      Statements prior to the Closing Date) resulting from the grant, vesting
      or exercise of equity-based compensation to employees and equitably
      adjusted for any stock split, stock dividend, reverse stock split,
      reclassification or similar transaction.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

    
      4.9       Repurchase of Investor
      Securities.
    

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

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Article 5
Miscellaneous
    

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

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

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

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

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

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

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

    
      If to the Investor:
    

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

    
      5.7       Definitions.
    

    
      (a)       When a reference is made in this Agreement to a subsidiary of
      a person, the term “subsidiary” means any corporation,
      partnership, joint venture, limited liability company or other entity
      (x) of which such person or a subsidiary of such person is a general
      partner or (y) of which a majority of the voting securities or other
      voting interests, or a majority of the securities or other interests of
      which having by their terms ordinary voting power to elect a majority of
      the board of directors or persons performing similar functions with
      respect to such entity, is directly or indirectly owned by such person
      and/or one or more subsidiaries thereof.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (b)       The term “Affiliate”
      means, with respect to any person, any person directly or indirectly
      controlling, controlled by or under common control with, such other
      person.  For purposes of this definition, “control”
      (including, with correlative meanings, the terms “controlled by”
      and “under common control with”) when used with respect to
      any person, means the possession, directly or indirectly, of the power
      to cause the direction of management and/or policies of such person,
      whether through the ownership of voting securities by contract or
      otherwise.
    

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

    
      5.8       Assignment.  Neither
      this Agreement nor any right, remedy, obligation nor liability arising
      hereunder or by reason hereof shall be assignable by any party hereto
      without the prior written consent of the other party, and any attempt to
      assign any right, remedy, obligation or liability hereunder without such
      consent shall be void, except (a) an assignment, in the case of a
      Business Combination where such party is not the surviving entity, or a
      sale of substantially all of its assets, to the entity which is the
      survivor of such Business Combination or the purchaser in such sale and
      (b) as provided in Section 4.5.
    

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

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

    
      * * *
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      ANNEX A
    

    
      FORM OF CERTIFICATE OF DESIGNATIONS
    

    
      [SEE ATTACHED]
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      ANNEX A
    

    
      CERTIFICATE OF DESIGNATIONS
    

    
      OF
    

    
      FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES [●]
    

    
      OF
    

    
      [●]
    

    
      [Insert name of Corporation], a [corporation] organized
      and existing under the laws of the [Insert jurisdiction of
      organization] (the “Corporation”), in accordance
      with the provisions of Section[s] [●] of the [Insert
      applicable statute] thereof, does hereby certify:
    

    
      The board of directors of the Corporation (the “Board of
      Directors”) or an applicable committee of the Board of Directors, in
      accordance with the [certificate of incorporation and bylaws] of the
      Corporation and applicable law, adopted the following resolution on [●]
      creating a series of [●] shares of Preferred Stock of the Corporation
      designated as “Fixed Rate Cumulative Perpetual Preferred Stock,
      Series [●]”.
    

    
      RESOLVED, that pursuant to the provisions of the [certificate of
      incorporation and the bylaws] of the Corporation and applicable law, a
      series of Preferred Stock, par value $[●] per share, of the Corporation
      be and hereby is created, and that the designation and number of shares
      of such series, and the voting and other powers, preferences and
      relative, participating, optional or other rights, and the
      qualifications, limitations and restrictions thereof, of the shares of
      such series, are as follows:
    

    
      Part 1.   Designation and Number of Shares.  There
      is hereby created out of the authorized and unissued shares of preferred
      stock of the Corporation a series of preferred stock designated as the
      “Fixed Rate Cumulative Perpetual Preferred Stock, Series [●]” (the “Designated
      Preferred Stock”).  The authorized number of shares of Designated
      Preferred Stock shall be [●].
    

    
      Part 2.   Standard Provisions.  The Standard
      Provisions contained in Annex A attached hereto are incorporated herein
      by reference in their entirety and shall be deemed to be a part of this
      Certificate of Designations to the same extent as if such provisions had
      been set forth in full herein.
    

    
      Part 3.   Definitions.  The following terms are
      used in this Certificate of Designations (including the Standard
      Provisions in Annex A hereto) as defined below:
    

    
      (a)       “Common Stock”
      means the common stock, par value $[●] per share, of the Corporation.
    

    
      (b)       “Dividend Payment
      Date” means [February 15, May 15, August 15 and November 15] of each
      year.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (c)       “Junior Stock”
      means the Common Stock, [Insert titles of any existing Junior Stock]
      and any other class or series of stock of the Corporation the terms of
      which expressly provide that it ranks junior to Designated Preferred
      Stock as to dividend rights and/or as to rights on liquidation,
      dissolution or winding up of the Corporation.
    

    
      (d)       “Liquidation Amount”
      means $[1,000]1 per share of Designated Preferred Stock.
    

    
      (e)       “Minimum Amount”
      means $[Insert $ amount equal to 25% of the aggregate value of the
      Designated Preferred Stock issued on the Original Issue Date].
    

    
      (f)       “Parity Stock”
      means any class or series of stock of the Corporation (other than
      Designated Preferred Stock) the terms of which do not expressly provide
      that such class or series will rank senior or junior to Designated
      Preferred Stock as to dividend rights and/or as to rights on
      liquidation, dissolution or winding up of the Corporation (in each case
      without regard to whether dividends accrue cumulatively or
      non-cumulatively).  Without limiting the foregoing, Parity Stock shall
      include the Corporation’s [Insert title(s) of existing
      classes or series of Parity Stock].
    

    
      (g)       “Signing Date”
      means [Insert date of applicable securities purchase agreement].
    

    
      Part 4.   Certain Voting Matters.  [To
      be inserted if the Charter provides for voting in proportion to
      liquidation preferences: Whether the vote or consent of the
      holders of a plurality, majority or other portion of the shares of
      Designated Preferred Stock and any Voting Parity Stock has been cast or
      given on any matter on which the holders of shares of Designated
      Preferred Stock are entitled to vote shall be determined by the
      Corporation by reference to the specified liquidation amount of the
      shares voted or covered by the consent as if the Corporation were
      liquidated on the record date for such vote or consent, if any, or, in
      the absence of a record date, on the date for such vote or consent.  For
      purposes of determining the voting rights of the holders of Designated
      Preferred Stock under Section 7 of the Standard Provisions forming part
      of this Certificate of Designations, each holder will be entitled to one
      vote for each $1,000 of liquidation preference to which such holder’s
      shares are entitled.] [To be inserted if the Charter does not
      provide for voting in proportion to liquidation preferences:
      Holders of shares of Designated Preferred Stock will be entitled to one
      vote for each such share on any matter on which holders of Designated
      Preferred Stock are entitled to vote, including any action by written
      consent.]
    

    
      [Remainder of Page Intentionally Left Blank]





    

    
      ____________________________
1 If issuer desires to issue
      shares with a higher dollar amount liquidation preference, liquidation
      preference references will be modified accordingly. In such case (in
      accordance with Section 4.7 of the Securities Purchase Agreement), the
      issuer will be required to enter into a deposit agreement.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      IN WITNESS WHEREOF, [Insert name of Corporation] has
      caused this Certificate of Designations to be signed by [●], its [●],
      this [●] day of [●].
    

    
      [Insert name of Corporation]




    

    
      By: _____________________
    

    
      Name:  
Title:  
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      ANNEX A
    

    
      STANDARD PROVISIONS
    

    
      Section 1.          General
      Matters.  Each share of Designated Preferred Stock shall be
      identical in all respects to every other share of Designated Preferred
      Stock.  The Designated Preferred Stock shall be perpetual, subject to
      the provisions of Section 5 of these Standard Provisions that form a
      part of the Certificate of Designations.  The Designated Preferred Stock
      shall rank equally with Parity Stock and shall rank senior to Junior
      Stock with respect to the payment of dividends and the distribution of
      assets in the event of any dissolution, liquidation or winding up of the
      Corporation.
    

    
      Section 2.          Standard
      Definitions.  As used herein with respect to Designated Preferred
      Stock:
    

    
      (a)       “Applicable
      Dividend Rate” means (i) during the period from the Original Issue
      Date to, but excluding, the first day of the first Dividend Period
      commencing on or after the fifth anniversary of the Original Issue Date,
      5% per annum and (ii) from and after the first day of the first Dividend
      Period commencing on or after the fifth anniversary of the Original
      Issue Date, 9% per annum.
    

    
      (b)       “Appropriate
      Federal Banking Agency” means the “appropriate Federal banking
      agency” with respect to the Corporation as defined in Section 3(q) of
      the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any
      successor provision.
    

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

    
      (d)       “Business Day”
      means any day except Saturday, Sunday and any day on which banking
      institutions in the State of New York generally are authorized or
      required by law or other governmental actions to close.
    

    
      (e)       “Bylaws” means
      the bylaws of the Corporation, as they may be amended from time to time.
    

    
      (f)       “Certificate of
      Designations” means the Certificate of Designations or comparable
      instrument relating to the Designated Preferred Stock, of which these
      Standard Provisions form a part, as it may be amended from time to time.
    

    
      (g)       “Charter”
      means the Corporation’s certificate or articles of incorporation,
      articles of association, or similar organizational document.
    

    
      (h)       “Dividend Period”
      has the meaning set forth in Section 3(a).
    

    
      (i)       “Dividend Record
      Date” has the meaning set forth in Section 3(a).
    

    
      (j)       “Liquidation
      Preference” has the meaning set forth in Section 4(a).
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (k)       “Original Issue
      Date” means the date on which shares of Designated Preferred Stock
      are first issued.
    

    
      (l)       “Preferred Director”
      has the meaning set forth in Section 7(b).
    

    
      (m)       “Preferred Stock”
      means any and all series of preferred stock of the Corporation,
      including the Designated Preferred Stock.
    

    
      (n)       “Qualified Equity
      Offering” means the sale and issuance for cash by the Corporation to
      persons other than the Corporation or any of its subsidiaries after the
      Original Issue Date of shares of perpetual Preferred Stock, Common Stock
      or any combination of such stock, that, in each case, qualify as and may
      be included in Tier 1 capital of the Corporation at the time of issuance
      under the applicable risk-based capital guidelines of the Corporation’s
      Appropriate Federal Banking Agency (other than any such sales and
      issuances made pursuant to agreements or arrangements entered into, or
      pursuant to financing plans which were publicly announced, on or prior
      to October 13, 2008).
    

    
      (o)       “Share Dilution
      Amount” has the meaning set forth in Section 3(b).
    

    
      (p)       “Standard
      Provisions” mean these Standard Provisions that form a part of the
      Certificate of Designations relating to the Designated Preferred Stock.
    

    
      (q)       “Successor
      Preferred Stock” has the meaning set forth in Section 5(a).
    

    
      (r)       “Voting Parity
      Stock” means, with regard to any matter as to which the holders of
      Designated Preferred Stock are entitled to vote as specified in Sections
      7(a) and 7(b) of these Standard Provisions that form a part of the
      Certificate of Designations, any and all series of Parity Stock upon
      which like voting rights have been conferred and are exercisable with
      respect to such matter.
    

    
      Section 3.          Dividends.
    

    
      (a)       Rate.  Holders of
      Designated Preferred Stock shall be entitled to receive, on each share
      of Designated Preferred Stock if, as and when declared by the Board of
      Directors or any duly authorized committee of the Board of Directors,
      but only out of assets legally available therefor, cumulative cash
      dividends with respect to each Dividend Period (as defined below) at a
      rate per annum equal to the Applicable Dividend Rate on (i) the
      Liquidation Amount per share of Designated Preferred Stock and (ii) the
      amount of accrued and unpaid dividends for any prior Dividend Period on
      such share of Designated Preferred Stock, if any.  Such dividends shall
      begin to accrue and be cumulative from the Original Issue Date, shall
      compound on each subsequent Dividend Payment Date (i.e., no
      dividends shall accrue on other dividends unless and until the first
      Dividend Payment Date for such other dividends has passed without such
      other dividends having been paid on such date) and shall be payable
      quarterly in arrears on each Dividend Payment Date, commencing with the
      first such Dividend Payment Date to occur at least 20 calendar days
      after the Original Issue Date.  In the event that any Dividend Payment
      Date would otherwise fall on a day that is not a Business Day, the
      dividend payment due on that date will be postponed to the next day that
      is a Business Day and no additional dividends will accrue as a result of
      that postponement.  The period from and including any Dividend Payment
      Date to, but excluding, the next Dividend Payment Date is a “Dividend
      Period”, provided that the initial Dividend Period shall be the
      period from and including the Original Issue Date to, but excluding, the
      next Dividend Payment Date.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Dividends that are payable on Designated Preferred Stock in respect of
      any Dividend Period shall be computed on the basis of a 360-day year
      consisting of twelve 30-day months.  The amount of dividends payable on
      Designated Preferred Stock on any date prior to the end of a Dividend
      Period, and for the initial Dividend Period, shall be computed on the
      basis of a 360-day year consisting of twelve 30-day months, and actual
      days elapsed over a 30-day month.
    

    
      Dividends that are payable on Designated Preferred Stock on any Dividend
      Payment Date will be payable to holders of record of Designated
      Preferred Stock as they appear on the stock register of the Corporation
      on the applicable record date, which shall be the 15th calendar day
      immediately preceding such Dividend Payment Date or such other record
      date fixed by the Board of Directors or any duly authorized committee of
      the Board of Directors that is not more than 60 nor less than 10 days
      prior to such Dividend Payment Date (each, a “Dividend Record
      Date”).  Any such day that is a Dividend Record Date shall be a
      Dividend Record Date whether or not such day is a Business Day.
    

    
      Holders of Designated Preferred Stock shall not be entitled to any
      dividends, whether payable in cash, securities or other property, other
      than dividends (if any) declared and payable on Designated Preferred
      Stock as specified in this Section 3 (subject to the other provisions of
      the Certificate of Designations).
    

    
      (b)       Priority of Dividends.  So
      long as any share of Designated Preferred Stock remains outstanding, no
      dividend or distribution shall be declared or paid on the Common Stock
      or any other shares of Junior Stock (other than dividends payable solely
      in shares of Common Stock) or Parity Stock, subject to the immediately
      following paragraph in the case of Parity Stock, and no Common Stock,
      Junior Stock or Parity Stock shall be, directly or indirectly,
      purchased, redeemed or otherwise acquired for consideration by the
      Corporation or any of its subsidiaries unless all accrued and unpaid
      dividends for all past Dividend Periods, including the latest completed
      Dividend Period (including, if applicable as provided in Section 3(a)
      above, dividends on such amount), on all outstanding shares of
      Designated Preferred Stock have been or are contemporaneously declared
      and paid in full (or have been declared and a sum sufficient for the
      payment thereof has been set aside for the benefit of the holders of
      shares of Designated Preferred Stock on the applicable record
      date).  The foregoing limitation shall not apply to (i) redemptions,
      purchases or other acquisitions of shares of Common Stock or other
      Junior Stock in connection with the administration of any employee
      benefit plan in the ordinary course of business (including purchases to
      offset the Share Dilution Amount (as defined below) pursuant to a
      publicly announced repurchase plan) and consistent with past practice, provided
      that any purchases to offset the Share Dilution Amount shall in no
      event exceed the Share Dilution Amount; (ii) purchases or other
      acquisitions by a broker-dealer subsidiary of the Corporation solely for
      the purpose of market-making, stabilization or customer facilitation
      transactions in Junior Stock or Parity Stock in the ordinary course of
      its business; (iii) purchases by a broker-dealer subsidiary of the
      Corporation of capital stock of the Corporation for resale pursuant to
      an offering by the Corporation of such capital stock underwritten by
      such broker-dealer subsidiary; (iv) any dividends or distributions of
      rights or Junior Stock in connection with a stockholders’ rights plan or
      any redemption or repurchase of rights pursuant to any stockholders’
      rights plan; (v) the acquisition by the Corporation or any of its
      subsidiaries of record ownership in Junior Stock or Parity Stock for the
      beneficial ownership of any other persons (other than the Corporation or
      any of its subsidiaries), including as trustees or custodians; and (vi)
      the exchange or conversion of Junior Stock for or into other Junior
      Stock or of Parity Stock for or into other Parity Stock (with the same
      or lesser aggregate liquidation amount) or Junior Stock, in each case,
      solely to the extent required pursuant to binding contractual agreements
      entered into prior to the Signing Date or any subsequent agreement for
      the accelerated exercise, settlement or exchange thereof for Common
      Stock.  “Share Dilution Amount” means the
      increase in the number of diluted shares outstanding (determined in
      accordance with generally accepted accounting principles in the United
      States, and as measured from the date of the Corporation’s consolidated
      financial statements most recently filed with the Securities and
      Exchange Commission prior to the Original Issue 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.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      When dividends are not paid (or declared and a sum sufficient for
      payment thereof set aside for the benefit of the holders thereof on the
      applicable record date) on any Dividend Payment Date (or, in the case of
      Parity Stock having dividend payment dates different from the Dividend
      Payment Dates, on a dividend payment date falling within a Dividend
      Period related to such Dividend Payment Date) in full upon Designated
      Preferred Stock and any shares of Parity Stock, all dividends declared
      on Designated Preferred Stock and all such Parity Stock and payable on
      such Dividend Payment Date (or, in the case of Parity Stock having
      dividend payment dates different from the Dividend Payment Dates, on a
      dividend payment date falling within the Dividend Period related to such
      Dividend Payment Date) shall be declared pro rata so that the
      respective amounts of such dividends declared shall bear the same ratio
      to each other as all accrued and unpaid dividends per share on the
      shares of Designated Preferred Stock (including, if applicable as
      provided in Section 3(a) above, dividends on such amount) and all Parity
      Stock payable on such Dividend Payment Date (or, in the case of Parity
      Stock having dividend payment dates different from the Dividend Payment
      Dates, on a dividend payment date falling within the Dividend Period
      related to such Dividend Payment Date) (subject to their having been
      declared by the Board of Directors or a duly authorized committee of the
      Board of Directors out of legally available funds and including, in the
      case of Parity Stock that bears cumulative dividends, all accrued but
      unpaid dividends) bear to each other.  If the Board of Directors or a
      duly authorized committee of the Board of Directors determines not to
      pay any dividend or a full dividend on a Dividend Payment Date, the
      Corporation will provide written notice to the holders of Designated
      Preferred Stock prior to such Dividend Payment Date.
    

    
      Subject to the foregoing, and not otherwise, such dividends (payable in
      cash, securities or other property) as may be determined by the Board of
      Directors or any duly authorized committee of the Board of Directors may
      be declared and paid on any securities, including Common Stock and other
      Junior Stock, from time to time out of any funds legally available for
      such payment, and holders of Designated Preferred Stock shall not be
      entitled to participate in any such dividends.
    

    
      Section 4.          Liquidation
      Rights.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (a)       Voluntary or Involuntary
      Liquidation.  In the event of any liquidation, dissolution or
      winding up of the affairs of the Corporation, whether voluntary or
      involuntary, holders of Designated Preferred Stock shall be entitled to
      receive for each share of Designated Preferred Stock, out of the assets
      of the Corporation or proceeds thereof (whether capital or surplus)
      available for distribution to stockholders of the Corporation, subject
      to the rights of any creditors of the Corporation, before any
      distribution of such assets or proceeds is made to or set aside for the
      holders of Common Stock and any other stock of the Corporation ranking
      junior to Designated Preferred Stock as to such distribution, payment in
      full in an amount equal to the sum of (i) the Liquidation Amount per
      share and (ii) the amount of any accrued and unpaid dividends
      (including, if applicable as provided in Section 3(a) above, dividends
      on such amount), whether or not declared, to the date of payment (such
      amounts collectively, the “Liquidation Preference”).
    

    
      (b)       Partial Payment.  If
      in any distribution described in Section 4(a) above the assets of the
      Corporation or proceeds thereof are not sufficient to pay in full the
      amounts payable with respect to all outstanding shares of Designated
      Preferred Stock and the corresponding amounts payable with respect of
      any other stock of the Corporation ranking equally with Designated
      Preferred Stock as to such distribution, holders of Designated Preferred
      Stock and the holders of such other stock shall share ratably in any
      such distribution in proportion to the full respective distributions to
      which they are entitled.
    

    
      (c)       Residual Distributions.  If
      the Liquidation Preference has been paid in full to all holders of
      Designated Preferred Stock and the corresponding amounts payable with
      respect of any other stock of the Corporation ranking equally with
      Designated Preferred Stock as to such distribution has been paid in
      full, the holders of other stock of the Corporation shall be entitled to
      receive all remaining assets of the Corporation (or proceeds thereof)
      according to their respective rights and preferences.
    

    
      (d)       Merger, Consolidation
      and Sale of Assets Not Liquidation.  For purposes of this Section 4,
      the merger or consolidation of the Corporation with any other
      corporation or other entity, including a merger or consolidation in
      which the holders of Designated Preferred Stock receive cash, securities
      or other property for their shares, or the sale, lease or exchange (for
      cash, securities or other property) of all or substantially all of the
      assets of the Corporation, shall not constitute a liquidation,
      dissolution or winding up of the Corporation.
    

    
      Section 5.          Redemption.
    

    
      (a)       Optional Redemption.  Except
      as provided below, the Designated Preferred Stock may not be redeemed
      prior to the first Dividend Payment Date falling on or after the third
      anniversary of the Original Issue Date.  On or after the first Dividend
      Payment Date falling on or after the third anniversary of the Original
      Issue Date, the Corporation, at its option, subject to the approval of
      the Appropriate Federal Banking Agency, may redeem, in whole or in part,
      at any time and from time to time, out of funds legally available
      therefor, the shares of Designated Preferred Stock at the time
      outstanding, upon notice given as provided in Section 5(c) below, at a
      redemption price equal to the sum of (i) the Liquidation Amount per
      share and (ii) except as otherwise provided below, any accrued and
      unpaid dividends (including, if applicable as provided in Section 3(a)
      above, dividends on such amount) (regardless of whether any dividends
      are actually declared) to, but excluding, the date fixed for redemption.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Notwithstanding the foregoing, prior to the first Dividend Payment Date
      falling on or after the third anniversary of the Original Issue Date,
      the Corporation, at its option, subject to the approval of the
      Appropriate Federal Banking Agency, may redeem, in whole or in part, at
      any time and from time to time, the shares of Designated Preferred Stock
      at the time outstanding, upon notice given as provided in Section 5(c)
      below, at a redemption price equal to the sum of (i) the Liquidation
      Amount per share and (ii) except as otherwise provided below, any
      accrued and unpaid dividends (including, if applicable as provided in
      Section 3(a) above, dividends on such amount) (regardless of whether any
      dividends are actually declared) to, but excluding, the date fixed for
      redemption; provided that (x) the Corporation (or any successor
      by Business Combination) has received aggregate gross proceeds of not
      less than the Minimum Amount (plus the “Minimum Amount” as defined in
      the relevant certificate of designations for each other outstanding
      series of preferred stock of such successor that was originally issued
      to the United States Department of the Treasury (the “Successor
      Preferred Stock”) in connection with the Troubled Asset Relief
      Program Capital Purchase Program) from one or more Qualified Equity
      Offerings (including Qualified Equity Offerings of such successor), and
      (y) the aggregate redemption price of the Designated Preferred Stock
      (and any Successor Preferred Stock) redeemed pursuant to this paragraph
      may not exceed the aggregate net cash proceeds received by the
      Corporation (or any successor by Business Combination) from such
      Qualified Equity Offerings (including Qualified Equity Offerings of such
      successor).
    

    
      The redemption price for any shares of Designated Preferred Stock shall
      be payable on the redemption date to the holder of such shares against
      surrender of the certificate(s) evidencing such shares to the
      Corporation or its agent.  Any declared but unpaid dividends payable on
      a redemption date that occurs subsequent to the Dividend Record Date for
      a Dividend Period shall not be paid to the holder entitled to receive
      the redemption price on the redemption date, but rather shall be paid to
      the holder of record of the redeemed shares on such Dividend Record Date
      relating to the Dividend Payment Date as provided in Section 3 above.
    

    
      (b)       No Sinking Fund.  The
      Designated Preferred Stock will not be subject to any mandatory
      redemption, sinking fund or other similar provisions.  Holders of
      Designated Preferred Stock will have no right to require redemption or
      repurchase of any shares of Designated Preferred Stock.
    

    
      (c)       Notice of Redemption.  Notice
      of every redemption of shares of Designated Preferred Stock shall be
      given by first class mail, postage prepaid, addressed to the holders of
      record of the shares to be redeemed at their respective last addresses
      appearing on the books of the Corporation.  Such mailing shall be at
      least 30 days and not more than 60 days before the date fixed for
      redemption.  Any notice mailed as provided in this Subsection shall be
      conclusively presumed to have been duly given, whether or not the holder
      receives such notice, but failure duly to give such notice by mail, or
      any defect in such notice or in the mailing thereof, to any holder of
      shares of Designated Preferred Stock designated for redemption shall not
      affect the validity of the proceedings for the redemption of any other
      shares of Designated Preferred Stock.  Notwithstanding the foregoing, if
      shares of Designated Preferred Stock are issued in book-entry form
      through The Depository Trust Company or any other similar facility,
      notice of redemption may be given to the holders of Designated Preferred
      Stock at such time and in any manner permitted by such facility.  Each
      notice of redemption given to a holder shall state: (1) the redemption
      date; (2) the number of shares of Designated Preferred Stock to be
      redeemed and, if less than all the shares held by such holder are to be
      redeemed, the number of such shares to be redeemed from such holder; (3)
      the redemption price; and (4) the place or places where certificates for
      such shares are to be surrendered for payment of the redemption price.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (d)       Partial Redemption.  In
      case of any redemption of part of the shares of Designated Preferred
      Stock at the time outstanding, the shares to be redeemed shall be
      selected either pro rata or in such other manner as the Board of
      Directors or a duly authorized committee thereof may determine to be
      fair and equitable.  Subject to the provisions hereof, the Board of
      Directors or a duly authorized committee thereof shall have full power
      and authority to prescribe the terms and conditions upon which shares of
      Designated Preferred Stock shall be redeemed from time to time.  If
      fewer than all the shares represented by any certificate are redeemed, a
      new certificate shall be issued representing the unredeemed shares
      without charge to the holder thereof.
    

    
      (e)       Effectiveness of
      Redemption.  If notice of redemption has been duly given and if on
      or before the redemption date specified in the notice all funds
      necessary for the redemption have been deposited by the Corporation, in
      trust for the pro rata benefit of the holders of the shares
      called for redemption, with a bank or trust company doing business in
      the Borough of Manhattan, The City of New York, and having a capital and
      surplus of at least $500 million and selected by the Board of Directors,
      so as to be and continue to be available solely therefor, then,
      notwithstanding that any certificate for any share so called for
      redemption has not been surrendered for cancellation, on and after the
      redemption date dividends shall cease to accrue on all shares so called
      for redemption, all shares so called for redemption shall no longer be
      deemed outstanding and all rights with respect to such shares shall
      forthwith on such redemption date cease and terminate, except only the
      right of the holders thereof to receive the amount payable on such
      redemption from such bank or trust company, without interest.  Any funds
      unclaimed at the end of three years from the redemption date shall, to
      the extent permitted by law, be released to the Corporation, after which
      time the holders of the shares so called for redemption shall look only
      to the Corporation for payment of the redemption price of such shares.
    

    
      (f)       Status of Redeemed Shares.  Shares
      of Designated Preferred Stock that are redeemed, repurchased or
      otherwise acquired by the Corporation shall revert to authorized but
      unissued shares of Preferred Stock (provided that any such
      cancelled shares of Designated Preferred Stock may be reissued only as
      shares of any series of Preferred Stock other than Designated Preferred
      Stock).
    

    
      Section 6.          Conversion.  Holders
      of Designated Preferred Stock shares shall have no right to exchange or
      convert such shares into any other securities.
    

    
      Section 7.          Voting
      Rights.
    

    
      (a)       General.  The
      holders of Designated Preferred Stock shall not have any voting rights
      except as set forth below or as otherwise from time to time required by
      law.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (b)       Preferred Stock Directors.  Whenever,
      at any time or times, dividends payable on the shares of Designated
      Preferred Stock have not been paid for an aggregate of six quarterly
      Dividend Periods or more, whether or not consecutive, the authorized
      number of directors of the Corporation shall automatically be increased
      by two and the holders of the Designated Preferred Stock shall have the
      right, with holders of shares of any one or more other classes or series
      of Voting Parity Stock outstanding at the time, voting together as a
      class, to elect two directors (hereinafter the “Preferred
      Directors” and each a “Preferred
      Director”) to fill such newly created directorships at
      the Corporation’s next annual meeting of stockholders (or at a special
      meeting called for that purpose prior to such next annual meeting) and
      at each subsequent annual meeting of stockholders until all accrued and
      unpaid dividends for all past Dividend Periods, including the latest
      completed Dividend Period (including, if applicable as provided in
      Section 3(a) above, dividends on such amount), on all outstanding shares
      of Designated Preferred Stock have been declared and paid in full at
      which time such right shall terminate with respect to the Designated
      Preferred Stock, except as herein or by law expressly provided, subject
      to revesting in the event of each and every subsequent default of the
      character above mentioned; provided that it shall be a
      qualification for election for any Preferred Director that the election
      of such Preferred Director shall not cause the Corporation to violate
      any corporate governance requirements of any securities exchange or
      other trading facility on which securities of the Corporation may then
      be listed or traded that listed or traded companies must have a majority
      of independent directors.  Upon any termination of the right of the
      holders of shares of Designated Preferred Stock and Voting Parity Stock
      as a class to vote for directors as provided above, the Preferred
      Directors shall cease to be qualified as directors, the term of office
      of all Preferred Directors then in office shall terminate immediately
      and the authorized number of directors shall be reduced by the number of
      Preferred Directors elected pursuant hereto.  Any Preferred Director may
      be removed at any time, with or without cause, and any vacancy created
      thereby may be filled, only by the affirmative vote of the holders a
      majority of the shares of Designated Preferred Stock at the time
      outstanding voting separately as a class together with the holders of
      shares of Voting Parity Stock, to the extent the voting rights of such
      holders described above are then exercisable.  If the office of any
      Preferred Director becomes vacant for any reason other than removal from
      office as aforesaid, the remaining Preferred Director may choose a
      successor who shall hold office for the unexpired term in respect of
      which such vacancy occurred.
    

    
      (c)       Class Voting Rights as
      to Particular Matters.  So long as any shares of Designated
      Preferred Stock are outstanding, in addition to any other vote or
      consent of stockholders required by law or by the Charter, the vote or
      consent of the holders of at least 66 2/3% of the shares of Designated
      Preferred Stock at the time outstanding, voting as a separate class,
      given in person or by proxy, either in writing without a meeting or by
      vote at any meeting called for the purpose, shall be necessary for
      effecting or validating:
    

    
      (i)       Authorization of Senior
      Stock.  Any amendment or alteration of the Certificate of
      Designations for the Designated Preferred Stock or the Charter to
      authorize or create or increase the authorized amount of, or any
      issuance of, any shares of, or any securities convertible into or
      exchangeable or exercisable for shares of, any class or series of
      capital stock of the Corporation ranking senior to Designated Preferred
      Stock with respect to either or both the payment of dividends and/or the
      distribution of assets on any liquidation, dissolution or winding up of
      the Corporation;
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (ii)      Amendment of Designated
      Preferred Stock.  Any amendment, alteration or repeal of any
      provision of the Certificate of Designations for the Designated
      Preferred Stock or the Charter (including, unless no vote on such merger
      or consolidation is required by Section 7(c)(iii) below, any amendment,
      alteration or repeal by means of a merger, consolidation or otherwise)
      so as to adversely affect the rights, preferences, privileges or voting
      powers of the Designated Preferred Stock; or
    

    
      (iii)     Share Exchanges,
      Reclassifications, Mergers and Consolidations.  Any consummation of
      a binding share exchange or reclassification involving the Designated
      Preferred Stock, or of a merger or consolidation of the Corporation with
      another corporation or other entity, unless in each case (x) the shares
      of Designated Preferred Stock remain outstanding or, in the case of any
      such merger or consolidation with respect to which the Corporation is
      not the surviving or resulting entity, are converted into or exchanged
      for preference securities of the surviving or resulting entity or its
      ultimate parent, and (y) such shares remaining outstanding or such
      preference securities, as the case may be, have such rights,
      preferences, privileges and voting powers, and limitations and
      restrictions thereof, taken as a whole, as are not materially less
      favorable to the holders thereof than the rights, preferences,
      privileges and voting powers, and limitations and restrictions thereof,
      of Designated Preferred Stock immediately prior to such consummation,
      taken as a whole; provided, however, that for all purposes
      of this Section 7(c), any increase in the amount of the authorized
      Preferred Stock, including any increase in the authorized amount of
      Designated Preferred Stock necessary to satisfy preemptive or similar
      rights granted by the Corporation to other persons prior to the Signing
      Date, or the creation and issuance, or an increase in the authorized or
      issued amount, whether pursuant to preemptive or similar rights or
      otherwise, of any other series of Preferred Stock, or any securities
      convertible into or exchangeable or exercisable for any other series of
      Preferred Stock, ranking equally with and/or junior to Designated
      Preferred Stock with respect to the payment of dividends (whether such
      dividends are cumulative or non-cumulative) and the distribution of
      assets upon liquidation, dissolution or winding up of the Corporation
      will not be deemed to adversely affect the rights, preferences,
      privileges or voting powers, and shall not require the affirmative vote
      or consent of, the holders of outstanding shares of the Designated
      Preferred Stock.
    

    
      (d)       Changes after Provision
      for Redemption.  No vote or consent of the holders of Designated
      Preferred Stock shall be required pursuant to Section 7(c) above if, at
      or prior to the time when any such vote or consent would otherwise be
      required pursuant to such Section, all outstanding shares of the
      Designated Preferred Stock shall have been redeemed, or shall have been
      called for redemption upon proper notice and sufficient funds shall have
      been deposited in trust for such redemption, in each case pursuant to
      Section 5 above.
    

    
      (e)       Procedures for Voting
      and Consents.  The rules and procedures for calling and conducting
      any meeting of the holders of Designated Preferred Stock (including,
      without limitation, the fixing of a record date in connection
      therewith), the solicitation and use of proxies at such a meeting, the
      obtaining of written consents and any other aspect or matter with regard
      to such a meeting or such consents shall be governed by any rules of the
      Board of Directors or any duly authorized committee of the Board of
      Directors, in its discretion, may adopt from time to time, which rules
      and procedures shall conform to the requirements of the Charter, the
      Bylaws, and applicable law and the rules of any national securities
      exchange or other trading facility on which Designated Preferred Stock
      is listed or traded at the time.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Section 8.          Record
      Holders.  To the fullest extent permitted by applicable law, the
      Corporation and the transfer agent for Designated Preferred Stock may
      deem and treat the record holder of any share of Designated Preferred
      Stock as the true and lawful owner thereof for all purposes, and neither
      the Corporation nor such transfer agent shall be affected by any notice
      to the contrary.
    

    
      Section 9.          Notices.  All
      notices or communications in respect of Designated Preferred Stock shall
      be sufficiently given if given in writing and delivered in person or by
      first class mail, postage prepaid, or if given in such other manner as
      may be permitted in this Certificate of Designations, in the Charter or
      Bylaws or by applicable law.  Notwithstanding the foregoing, if shares
      of Designated Preferred Stock are issued in book-entry form through The
      Depository Trust Company or any similar facility, such notices may be
      given to the holders of Designated Preferred Stock in any manner
      permitted by such facility.
    

    
      Section 10.         No
      Preemptive Rights.  No share of Designated Preferred Stock shall
      have any rights of preemption whatsoever as to any securities of the
      Corporation, or any warrants, rights or options issued or granted with
      respect thereto, regardless of how such securities, or such warrants,
      rights or options, may be designated, issued or granted.
    

    
      Section 11.         Replacement
      Certificates.  The Corporation shall replace any mutilated
      certificate at the holder’s expense upon surrender of that certificate
      to the Corporation.  The Corporation shall replace certificates that
      become destroyed, stolen or lost at the holder’s expense upon delivery
      to the Corporation of reasonably satisfactory evidence that the
      certificate has been destroyed, stolen or lost, together with any
      indemnity that may be reasonably required by the Corporation.
    

    
      Section 12.         Other
      Rights.  The shares of Designated Preferred Stock shall not have any
      rights, preferences, privileges or voting powers or relative,
      participating, optional or other special rights, or qualifications,
      limitations or restrictions thereof, other than as set forth herein or
      in the Charter or as provided by applicable law.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      ANNEX B
    

    
      FORM OF WAIVER
    

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

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

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      ANNEX C
    

    
      FORM OF OPINION
    

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

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

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

    
      (d)       The shares of Common Stock issuable upon exercise of the
      Warrant have been duly authorized and reserved for issuance upon
      exercise of the Warrant and when so issued in accordance with the terms
      of the Warrant will be validly issued, fully paid and non-assessable [insert,
      if applicable: , subject to the approvals of the Company’s
      stockholders set forth on Schedule C].
    

    
      (e)       The Company has the corporate power and authority to execute
      and deliver the Agreement and the Warrant and [insert, if
      applicable: , subject to the approvals of the Company’s
      stockholders set forth on Schedule C,] to carry out its
      obligations thereunder (which includes the issuance of the Preferred
      Shares, Warrant and Warrant Shares).
    

    
      (f)       The execution, delivery and performance by the Company of the
      Agreement and the Warrant and the consummation of the transactions
      contemplated thereby have been duly authorized by all necessary
      corporate action on the part of the Company and its stockholders, and no
      further approval or authorization is required on the part of the Company [insert,
      if applicable: , subject, in each case, to the approvals of the
      Company’s stockholders set forth on Schedule C].
    

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      ANNEX D
    

    
      FORM OF WARRANT
    

    
      [SEE ATTACHED]
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      ANNEX D
    

    
      FORM OF WARRANT TO PURCHASE COMMON STOCK
    

    
      THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
      ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
      EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT
      UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
      EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.  THIS
      INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER
      PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF
      THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH
      IS ON FILE WITH THE ISSUER.  THE SECURITIES REPRESENTED BY THIS
      INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE
      WITH SAID AGREEMENT.  ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH
      SAID AGREEMENT WILL BE VOID.
    

    
      WARRANT
to purchase
    

    
      _____________________
Shares of Common Stock
of
      ______________________
    

    
      Issue Date: ________________________
    

    
      1.        Definitions.  Unless
      the context otherwise requires, when used herein the following terms
      shall have the meanings indicated.
    

    
      “Affiliate” has the meaning ascribed to it in the Purchase
      Agreement.
    

    
      “Appraisal Procedure” means a procedure whereby two
      independent appraisers, one chosen by the Company and one by the
      Original Warrantholder, shall mutually agree upon the determinations
      then the subject of appraisal.  Each party shall deliver a notice to the
      other appointing its appraiser within 15 days after the Appraisal
      Procedure is invoked.  If within 30 days after appointment of the two
      appraisers they are unable to agree upon the amount in question, a third
      independent appraiser shall be chosen within 10 days thereafter by the
      mutual consent of such first two appraisers.  The decision of the third
      appraiser so appointed and chosen shall be given within 30 days after
      the selection of such third appraiser.  If three appraisers shall be
      appointed and the determination of one appraiser is disparate from the
      middle determination by more than twice the amount by which the other
      determination is disparate from the middle determination, then the
      determination of such appraiser shall be excluded, the remaining two
      determinations shall be averaged and such average shall be binding and
      conclusive upon the Company and the Original Warrantholder; otherwise,
      the average of all three determinations shall be binding upon the
      Company and the Original Warrantholder.  The costs of conducting any
      Appraisal Procedure shall be borne by the Company.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      “Board of Directors” means the board of directors of the
      Company, including any duly authorized committee thereof.
    

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

    
      “business day” means any day except Saturday, Sunday and
      any day on which banking institutions in the State of New York generally
      are authorized or required by law or other governmental actions to close.
    

    
      “Capital Stock” means (A) with respect to any Person that
      is a corporation or company, any and all shares, interests,
      participations or other equivalents (however designated) of capital or
      capital stock of such Person and (B) with respect to any Person that is
      not a corporation or company, any and all partnership or other equity
      interests of such Person.
    

    
      “Charter” means, with respect to any Person, its
      certificate or articles of incorporation, articles of association, or
      similar organizational document.
    

    
      “Common Stock” has the meaning ascribed to it in the
      Purchase Agreement.
    

    
      “Company” means the Person whose name, corporate or other
      organizational form and jurisdiction of organization is set forth in
      Item 1 of Schedule A hereto.
    

    
      “conversion” has the meaning set forth in Section 13(B).
    

    
      “convertible securities” has the meaning set forth in
      Section 13(B).
    

    
      “CPP” has the meaning ascribed to it in the Purchase
      Agreement.
    

    
      “Exchange Act” means the Securities Exchange Act of 1934,
      as amended, or any successor statute, and the rules and regulations
      promulgated thereunder.
    

    
      “Exercise Price” means the amount set forth in Item 2 of
      Schedule A hereto.
    

    
      “Expiration Time” has the meaning set forth in Section 3.
    

    
      “Fair Market Value” means, with respect to any security or
      other property, the fair market value of such security or other property
      as determined by the Board of Directors, acting in good faith or, with
      respect to Section 14, as determined by the Original Warrantholder
      acting in good faith.  For so long as the Original Warrantholder holds
      this Warrant or any portion thereof, it may object in writing to the
      Board of Director’s calculation of fair market value within 10 days of
      receipt of written notice thereof.  If the Original Warrantholder and
      the Company are unable to agree on fair market value during the 10-day
      period following the delivery of the Original Warrantholder’s objection,
      the Appraisal Procedure may be invoked by either party to determine Fair
      Market Value by delivering written notification thereof not later than
      the 30th day after delivery of the Original Warrantholder’s objection.
    

    
      “Governmental Entities” has the meaning ascribed to it in
      the Purchase Agreement.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      “Initial Number” has the meaning set forth in Section 13(B).
    

    
      “Issue Date” means the date set forth in Item 3 of
      Schedule A hereto.
    

    
      “Market Price” means, with respect to a particular
      security, on any given day, the last reported sale price regular way or,
      in case no such reported sale takes place on such day, the average of
      the last closing bid and ask prices regular way, in either case on the
      principal national securities exchange on which the applicable
      securities are listed or admitted to trading, or if not listed or
      admitted to trading on any national securities exchange, the average of
      the closing bid and ask prices as furnished by two members of the
      Financial Industry Regulatory Authority, Inc. selected from time to time
      by the Company for that purpose.  “Market Price” shall be determined
      without reference to after hours or extended hours trading.  If such
      security is not listed and traded in a manner that the quotations
      referred to above are available for the period required hereunder, the
      Market Price per share of Common Stock shall be deemed to be (i) in the
      event that any portion of the Warrant is held by the Original
      Warrantholder, the fair market value per share of such security as
      determined in good faith by the Original Warrantholder or (ii) in all
      other circumstances, the fair market value per share of such security as
      determined in good faith by the Board of Directors in reliance on an
      opinion of a nationally recognized independent investment banking
      corporation retained by the Company for this purpose and certified in a
      resolution to the Warrantholder.  For the purposes of determining the
      Market Price of the Common Stock on the "trading day" preceding, on or
      following the occurrence of an event, (i) that trading day shall be
      deemed to commence immediately after the regular scheduled closing time
      of trading on the New York Stock Exchange or, if trading is closed at an
      earlier time, such earlier time and (ii) that trading day shall end at
      the next regular scheduled closing time, or if trading is closed at an
      earlier time, such earlier time (for the avoidance of doubt, and as an
      example, if the Market Price is to be determined as of the last trading
      day preceding a specified event and the closing time of trading on a
      particular day is 4:00 p.m. and the specified event occurs at 5:00 p.m.
      on that day, the Market Price would be determined by reference to such
      4:00 p.m. closing price).
    

    
      “Ordinary Cash Dividends” means a regular quarterly cash
      dividend on shares of Common Stock out of surplus or net profits legally
      available therefor (determined in accordance with generally accepted
      accounting principles in effect from time to time), provided that
      Ordinary Cash Dividends shall not include any cash dividends paid
      subsequent to the Issue Date to the extent the aggregate per share
      dividends paid on the outstanding Common Stock in any quarter exceed the
      amount set forth in Item 4 of Schedule A hereto, as adjusted for any
      stock split, stock dividend, reverse stock split, reclassification or
      similar transaction.
    

    
      “Original Warrantholder” means the United States Department
      of the Treasury.  Any actions specified to be taken by the Original
      Warrantholder hereunder may only be taken by such Person and not by any
      other Warrantholder.
    

    
      “Permitted Transactions” has the meaning set forth in
      Section 13(B).
    

    
      “Person” has the meaning given to it in Section 3(a)(9) of
      the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the
      Exchange Act.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      “Per Share Fair Market Value” has the meaning set forth in
      Section 13(C).
    

    
      “Preferred Shares” means the perpetual preferred stock
      issued to the Original Warrantholder on the Issue Date pursuant to the
      Purchase Agreement.
    

    
      “Pro Rata Repurchases” means any purchase of shares of
      Common Stock by the Company or any Affiliate thereof pursuant to (A) any
      tender offer or exchange offer subject to Section 13(e) or 14(e) of the
      Exchange Act or Regulation 14E promulgated thereunder or (B) any other
      offer available to substantially all holders of Common Stock, in the
      case of both (A) or (B), whether for cash, shares of Capital Stock of
      the Company, other securities of the Company, evidences of indebtedness
      of the Company or any other Person or any other property (including,
      without limitation, shares of Capital Stock, other securities or
      evidences of indebtedness of a subsidiary), or any combination thereof,
      effected while this Warrant is outstanding.  The “Effective
      Date” of a Pro Rata Repurchase shall mean the date of acceptance of
      shares for purchase or exchange by the Company under any tender or
      exchange offer which is a Pro Rata Repurchase or the date of purchase
      with respect to any Pro Rata Repurchase that is not a tender or exchange
      offer.
    

    
      “Purchase Agreement” means the Securities Purchase
      Agreement – Standard Terms incorporated into the Letter Agreement, dated
      as of the date set forth in Item 5 of Schedule A hereto, as amended from
      time to time, between the Company and the United States Department of
      the Treasury (the “Letter Agreement”), including all
      annexes and schedules thereto.
    

    
      “Qualified Equity Offering” has the meaning ascribed to it
      in the Purchase Agreement.
    

    
      “Regulatory Approvals” with respect to the Warrantholder,
      means, to the extent applicable and required to permit the Warrantholder
      to exercise this Warrant for shares of Common Stock and to own such
      Common Stock without the Warrantholder being in violation of applicable
      law, rule or regulation, the receipt of any necessary approvals and
      authorizations of, filings and registrations with, notifications to, or
      expiration or termination of any applicable waiting period under, the
      Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
      the rules and regulations thereunder.
    

    
      “SEC” means the U.S. Securities and Exchange Commission.
    

    
      “Securities Act” means the Securities Act of 1933, as
      amended, or any successor statute, and the rules and regulations
      promulgated thereunder.
    

    
      “Shares” has the meaning set forth in Section 2.
    

    
      “trading day” means (A) if the shares of Common Stock
      are not traded on any national or regional securities exchange or
      association or over-the-counter market, a business day or (B) if the
      shares of Common Stock are traded on any national or regional securities
      exchange or association or over-the-counter market, a business day on
      which such relevant exchange or quotation system is scheduled to be open
      for business and on which the shares of Common Stock (i) are not
      suspended from trading on any national or regional securities exchange
      or association or over-the-counter market for any period or periods
      aggregating one half hour or longer; and (ii) have traded at least once
      on the national or regional securities exchange or association or
      over-the-counter market that is the primary market for the trading of
      the shares of Common Stock.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      “U.S. GAAP” means United States generally accepted
      accounting principles.
    

    
      “Warrantholder” has the meaning set forth in Section 2.
    

    
      “Warrant” means this Warrant, issued pursuant to the
      Purchase Agreement.
    

    
      2.        Number of Shares;
      Exercise Price.  This certifies that, for value received, the United
      States Department of the Treasury or its permitted assigns (the “Warrantholder”)
      is entitled, upon the terms and subject to the conditions hereinafter
      set forth, to acquire from the Company, in whole or in part, after the
      receipt of all applicable Regulatory Approvals, if any, up to an
      aggregate of the number of fully paid and nonassessable shares of Common
      Stock set forth in Item 6 of Schedule A hereto, at a purchase price per
      share of Common Stock equal to the Exercise Price.  The number of shares
      of Common Stock (the “Shares”) and the Exercise Price are
      subject to adjustment as provided herein, and all references to “Common
      Stock,” “Shares” and “Exercise Price” herein shall be deemed to include
      any such adjustment or series of adjustments.
    

    
      3.        Exercise of
      Warrant; Term.  Subject to Section 2, to the extent permitted by
      applicable laws and regulations, the right to purchase the Shares
      represented by this Warrant is exercisable, in whole or in part by the
      Warrantholder, at any time or from time to time after the execution and
      delivery of this Warrant by the Company on the date hereof, but in no
      event later than 5:00 p.m., New York City time on the tenth anniversary
      of the Issue Date (the “Expiration Time”), by (A) the
      surrender of this Warrant and Notice of Exercise annexed hereto, duly
      completed and executed on behalf of the Warrantholder, at the principal
      executive office of the Company located at the address set forth in Item
      7 of Schedule A hereto (or such other office or agency of the Company in
      the United States as it may designate by notice in writing to the
      Warrantholder at the address of the Warrantholder appearing on the books
      of the Company), and (B) payment of the Exercise Price for the Shares
      thereby purchased:
    

    
      (i)  by having the Company withhold, from the shares of Common Stock
      that would otherwise be delivered to the Warrantholder upon such
      exercise, shares of Common stock issuable upon exercise of the Warrant
      equal in value to the aggregate Exercise Price as to which this Warrant
      is so exercised based on the Market Price of the Common Stock on the
      trading day on which this Warrant is exercised and the Notice of
      Exercise is delivered to the Company pursuant to this Section 3, or
    

    
      (ii)  with the consent of both the Company and the Warrantholder, by
      tendering in cash, by certified or cashier’s check payable to the order
      of the Company, or by wire transfer of immediately available funds to an
      account designated by the Company.
    

    
      If the Warrantholder does not exercise this Warrant in its entirety, the
      Warrantholder will be entitled to receive from the Company within a
      reasonable time, and in any event not exceeding three business days, a
      new warrant in substantially identical form for the purchase of that
      number of Shares equal to the difference between the number of Shares
      subject to this Warrant and the number of Shares as to which this
      Warrant is so exercised.  Notwithstanding anything in this Warrant to
      the contrary, the Warrantholder hereby acknowledges and agrees that its
      exercise of this Warrant for Shares is subject to the condition that the
      Warrantholder will have first received any applicable Regulatory
      Approvals.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      4.        Issuance of Shares;
      Authorization; Listing.  Certificates for Shares issued upon
      exercise of this Warrant will be issued in such name or names as the
      Warrantholder may designate and will be delivered to such named Person
      or Persons within a reasonable time, not to exceed three business days
      after the date on which this Warrant has been duly exercised in
      accordance with the terms of this Warrant.  The Company hereby
      represents and warrants that any Shares issued upon the exercise of this
      Warrant in accordance with the provisions of Section 3 will be duly and
      validly authorized and issued, fully paid and nonassessable and free
      from all taxes, liens and charges (other than liens or charges created
      by the Warrantholder, income and franchise taxes incurred in connection
      with the exercise of the Warrant or taxes in respect of any transfer
      occurring contemporaneously therewith).  The Company agrees that the
      Shares so issued will be deemed to have been issued to the Warrantholder
      as of the close of business on the date on which this Warrant and
      payment of the Exercise Price are delivered to the Company in accordance
      with the terms of this Warrant, notwithstanding that the stock transfer
      books of the Company may then be closed or certificates representing
      such Shares may not be actually delivered on such date.  The Company
      will at all times reserve and keep available, out of its authorized but
      unissued Common Stock, solely for the purpose of providing for the
      exercise of this Warrant, the aggregate number of shares of Common Stock
      then issuable upon exercise of this Warrant at any time.  The Company
      will (A) procure, at its sole expense, the listing of the Shares
      issuable upon exercise of this Warrant at any time, subject to issuance
      or notice of issuance, on all principal stock exchanges on which the
      Common Stock is then listed or traded and (B) maintain such listings of
      such Shares at all times after issuance.  The Company will use
      reasonable best efforts to ensure that the Shares may be issued without
      violation of any applicable law or regulation or of any requirement of
      any securities exchange on which the Shares are listed or traded.
    

    
      5.        No Fractional
      Shares or Scrip.  No fractional Shares or scrip representing
      fractional Shares shall be issued upon any exercise of this Warrant.  In
      lieu of any fractional Share to which the Warrantholder would otherwise
      be entitled, the Warrantholder shall be entitled to receive a cash
      payment equal to the Market Price of the Common Stock on the last
      trading day preceding the date of exercise less the pro-rated Exercise
      Price for such fractional share.
    

    
      6.        No Rights as
      Stockholders; Transfer Books.  This Warrant does not entitle the
      Warrantholder to any voting rights or other rights as a stockholder of
      the Company prior to the date of exercise hereof.  The Company will at
      no time close its transfer books against transfer of this Warrant in any
      manner which interferes with the timely exercise of this Warrant.
    

    
      7.        Charges, Taxes and
      Expenses.  Issuance of certificates for Shares to the Warrantholder
      upon the exercise of this Warrant shall be made without charge to the
      Warrantholder for any issue or transfer tax or other incidental expense
      in respect of the issuance of such certificates, all of which taxes and
      expenses shall be paid by the Company.
    

    
      8.        Transfer/Assignment.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (A)       Subject to compliance with clause (B) of this Section 8, this
      Warrant and all rights hereunder are transferable, in whole or in part,
      upon the books of the Company by the registered holder hereof in person
      or by duly authorized attorney, and a new warrant shall be made and
      delivered by the Company, of the same tenor and date as this Warrant but
      registered in the name of one or more transferees, upon surrender of
      this Warrant, duly endorsed, to the office or agency of the Company
      described in Section 3.  All expenses (other than stock transfer taxes)
      and other charges payable in connection with the preparation, execution
      and delivery of the new warrants pursuant to this Section 8 shall be
      paid by the Company.
    

    
      (B)       The transfer of the Warrant and the Shares issued upon
      exercise of the Warrant are subject to the restrictions set forth in
      Section 4.4 of the Purchase Agreement.  If and for so long as required
      by the Purchase Agreement, this Warrant shall contain the legends as set
      forth in Sections 4.2(a) and 4.2(b) of the Purchase Agreement.
    

    
      9.        Exchange and
      Registry of Warrant.  This Warrant is exchangeable, upon the
      surrender hereof by the Warrantholder to the Company, for a new warrant
      or warrants o like tenor and representing the right to purchase the same
      aggregate number of Shares.  The Company shall maintain a registry
      showing the name and address of the Warrantholder as the registered
      holder of this Warrant.  This Warrant may be surrendered for exchange or
      exercise in accordance with its terms, at the office of the Company, and
      the Company shall be entitled to rely in all respects, prior to written
      notice to the contrary, upon such registry.
    

    
      10.       Loss, Theft, Destruction
      or Mutilation of Warrant.  Upon receipt by the Company of evidence
      reasonably satisfactory to it of the loss, theft, destruction or
      mutilation of this Warrant, and in the case of any such loss, theft or
      destruction, upon receipt of a bond, indemnity or security reasonably
      satisfactory to the Company, or, in the case of any such mutilation,
      upon surrender and cancellation of this Warrant, the Company shall make
      and deliver, in lieu of such lost, stolen, destroyed or mutilated
      Warrant, a new Warrant of like tenor and representing the right to
      purchase the same aggregate number of Shares as provided for in such
      lost, stolen, destroyed or mutilated Warrant.
    

    
      11.       Saturdays, Sundays,
      Holidays, etc.  If the last or appointed day for the taking of any
      action or the expiration of any right required or granted herein shall
      not be a business day, then such action may be taken or such right may
      be exercised on the next succeeding day that is a business day.
    

    
      12.       Rule 144 Information.  The
      Company covenants that it will use its reasonable best efforts to timely
      file all reports and other documents required to be filed by it under
      the Securities Act and the Exchange Act and the rules and regulations
      promulgated by the SEC thereunder (or, if the Company is not required to
      file such reports, it will, upon the request of any Warrantholder, make
      publicly available such information as necessary to permit sales
      pursuant to Rule 144 under the Securities Act), and it will use
      reasonable best efforts to take such further action as any Warrantholder
      may reasonably request, in each case to the extent required from time to
      time to enable such holder to, if permitted by the terms of this Warrant
      and the Purchase Agreement, sell this Warrant without registration under
      the Securities Act within the limitation of the exemptions provided by
      (A) Rule 144 under the Securities Act, as such rule may be amended from
      time to time, or (B) any successor rule or regulation hereafter adopted
      by the SEC.  Upon the written request of any Warrantholder, the Company
      will deliver to such Warrantholder a written statement that it has
      complied with such requirements.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      13.       Adjustments and Other
      Rights.  The Exercise Price and the number of Shares issuable upon
      exercise of this Warrant shall be subject to adjustment from time to
      time as follows; provided, that if more than one subsection of
      this Section 13 is applicable to a single event, the subsection shall be
      applied that produces the largest adjustment and no single event shall
      cause an adjustment under more than one subsection of this Section 13 so
      as to result in duplication:
    

    
      (A)       Stock Splits,
      Subdivisions, Reclassifications or Combinations.  If the Company
      shall (i) declare and pay a dividend or make a distribution on its
      Common Stock in shares of Common Stock, (ii) subdivide or reclassify the
      outstanding shares of Common Stock into a greater number of shares, or
      (iii) combine or reclassify the outstanding shares of Common Stock into
      a smaller number of shares, the number of Shares issuable upon exercise
      of this Warrant at the time of the record date for such dividend or
      distribution or the effective date of such subdivision, combination or
      reclassification shall be proportionately adjusted so that the
      Warrantholder after such date shall be entitled to purchase the number
      of shares of Common Stock which such holder would have owned or been
      entitled to receive in respect of the shares of Common Stock subject to
      this Warrant after such date had this Warrant been exercised immediately
      prior to such date.  In such event, the Exercise Price in effect at the
      time of the record date for such dividend or distribution or the
      effective date of such subdivision, combination or reclassification
      shall be adjusted to the number obtained by dividing (x) the product of
      (1) the number of Shares issuable upon the exercise of this Warrant
      before such adjustment and (2) the Exercise Price in effect immediately
      prior to the record or effective date, as the case may be, for the
      dividend, distribution, subdivision, combination or reclassification
      giving rise to this adjustment by (y) the new number of Shares issuable
      upon exercise of the Warrant determined pursuant to the immediately
      preceding sentence.
    

    
      (B)       Certain Issuances of
      Common Shares or Convertible Securities.  Until the earlier of (i)
      the date on which the Original Warrantholder no longer holds this
      Warrant or any portion thereof and (ii) the third anniversary of the
      Issue Date, if the Company shall issue shares of Common Stock (or rights
      or warrants or other securities exercisable or convertible into or
      exchangeable (collectively, a “conversion”) for shares of
      Common Stock) (collectively, “convertible securities”)
      (other than in Permitted Transactions (as defined below) or a
      transaction to which subsection (A) of this Section 13 is applicable)
      without consideration or at a consideration per share (or having a
      conversion price per share) that is less than 90% of the Market Price on
      the last trading day preceding the date of the agreement on pricing such
      shares (or such convertible securities) then, in such event:
    

    
      (A) the number of Shares issuable upon the exercise of this Warrant
      immediately prior to the date of the agreement on pricing of such shares
      (or of such convertible securities) (the “Initial Number”)
      shall be increased to the number obtained by multiplying the Initial
      Number by a fraction (A) the numerator of which shall be the sum of (x)
      the number of shares of Common Stock of the Company outstanding on such
      date and (y) the number of additional shares of Common Stock issued (or
      into which convertible securities may be exercised or convert) and (B)
      the denominator of which shall be the sum of (I) the number of shares of
      Common Stock outstanding on such date and (II) the number of shares of
      Common Stock which the aggregate consideration receivable by the Company
      for the total number of shares of Common Stock so issued (or into which
      convertible securities may be exercised or convert) would purchase at
      the Market Price on the last trading day preceding the date of the
      agreement on pricing such shares (or such convertible securities); and
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (B) the Exercise Price payable upon exercise of the Warrant shall be
      adjusted by multiplying such Exercise Price in effect immediately prior
      to the date of the agreement on pricing of such shares (or of such
      convertible securities) by a fraction, the numerator of which shall be
      the number of shares of Common Stock issuable upon exercise of this
      Warrant prior to such date and the denominator of which shall be the
      number of shares of Common Stock issuable upon exercise of this Warrant
      immediately after the adjustment described in clause (A) above.
    

    
      For purposes of the foregoing, the aggregate consideration receivable by
      the Company in connection with the issuance of such shares of Common
      Stock or convertible securities shall be deemed to be equal to the sum
      of the net offering price (including the Fair Market Value of any
      non-cash consideration and after deduction of any related expenses
      payable to third parties) of all such securities plus the minimum
      aggregate amount, if any, payable upon exercise or conversion of any
      such convertible securities into shares of Common Stock; and “Permitted
      Transactions” shall mean issuances (i) as consideration for or to
      fund the acquisition of businesses and/or related assets, (ii) in
      connection with employee benefit plans and compensation related
      arrangements in the ordinary course and consistent with past practice
      approved by the Board of Directors, (iii) in connection with a public or
      broadly marketed offering and sale of Common Stock or convertible
      securities for cash conducted by the Company or its affiliates pursuant
      to registration under the Securities Act or Rule 144A thereunder on a
      basis consistent with capital raising transactions by comparable
      financial institutions and (iv) in connection with the exercise of
      preemptive rights on terms existing as of the Issue Date.  Any
      adjustment made pursuant to this Section 13(B) shall become effective
      immediately upon the date of such issuance.
    

    
      (C)       Other Distributions.  In
      case the Company shall fix a record date for the making of a
      distribution to all holders of shares of its Common Stock of securities,
      evidences of indebtedness, assets, cash, rights or warrants (excluding
      Ordinary Cash Dividends, dividends of its Common Stock and other
      dividends or distributions referred to in Section 13(A)), in each such
      case, the Exercise Price in effect prior to such record date shall be
      reduced immediately thereafter to the price determined by multiplying
      the Exercise Price in effect immediately prior to the reduction by the
      quotient of (x) the Market Price of the Common Stock on the last trading
      day preceding the first date on which the Common Stock trades regular
      way on the principal national securities exchange on which the Common
      Stock is listed or admitted to trading without the right to receive such
      distribution, minus the amount of cash and/or the Fair Market Value of
      the securities, evidences of indebtedness, assets, rights or warrants to
      be so distributed in respect of one share of Common Stock (such amount
      and/or Fair Market Value, the “Per Share Fair Market Value”)
      divided by (y) such Market Price on such date specified in clause (x);
      such adjustment shall be made successively whenever such a record date
      is fixed.  In such event, the number of Shares issuable upon the
      exercise of this Warrant shall be increased to the number obtained by
      dividing (x) the product of (1) the number of Shares issuable upon the
      exercise of this Warrant before such adjustment, and (2) the Exercise
      Price in effect immediately prior to the distribution giving rise to
      this adjustment by (y) the new Exercise Price determined in accordance
      with the immediately preceding sentence.  In the case of adjustment for
      a cash dividend that is, or is coincident with, a regular quarterly cash
      dividend, the Per Share Fair Market Value would be reduced by the per
      share amount of the portion of the cash dividend that would constitute
      an Ordinary Cash Dividend.  In the event that such distribution is not
      so made, the Exercise Price and the number of Shares issuable upon
      exercise of this Warrant then in effect shall be readjusted, effective
      as of the date when the Board of Directors determines not to distribute
      such shares, evidences of indebtedness, assets, rights, cash or
      warrants, as the case may be, to the Exercise Price that would then be
      in effect and the number of Shares that would then be issuable upon
      exercise of this Warrant if such record date had not been fixed.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (D)       Certain Repurchases of
      Common Stock.  In case the Company effects a Pro Rata Repurchase of
      Common Stock, then the Exercise Price shall be reduced to the price
      determined by multiplying the Exercise Price in effect immediately prior
      to the Effective Date of such Pro Rata Repurchase by a fraction of which
      the numerator shall be (i) the product of (x) the number of shares of
      Common Stock outstanding immediately before such Pro Rata Repurchase and
      (y) the Market Price of a share of Common Stock on the trading day
      immediately preceding the first public announcement by the Company or
      any of its Affiliates of the intent to effect such Pro Rata Repurchase,
      minus (ii) the aggregate purchase price of the Pro Rata Repurchase, and
      of which the denominator shall be the product of (i) the number of
      shares of Common Stock outstanding immediately prior to such Pro Rata
      Repurchase minus the number of shares of Common Stock so repurchased and
      (ii) the Market Price per share of Common Stock on the trading day
      immediately preceding the first public announcement by the Company or
      any of its Affiliates of the intent to effect such Pro Rata
      Repurchase.  In such event, the number of shares of Common Stock
      issuable upon the exercise of this Warrant shall be increased to the
      number obtained by dividing (x) the product of (1) the number of Shares
      issuable upon the exercise of this Warrant before such adjustment, and
      (2) the Exercise Price in effect immediately prior to the Pro Rata
      Repurchase giving rise to this adjustment by (y) the new Exercise Price
      determined in accordance with the immediately preceding sentence.  For
      the avoidance of doubt, no increase to the Exercise Price or decrease in
      the number of Shares issuable upon exercise of this Warrant shall be
      made pursuant to this Section 13(D).
    

    
      (E)       Business Combinations.  In
      case of any Business Combination or reclassification of Common Stock
      (other than a reclassification of Common Stock referred to in Section
      13(A)), the Warrantholder’s right to receive Shares upon exercise of
      this Warrant shall be converted into the right to exercise this Warrant
      to acquire the number of shares of stock or other securities or property
      (including cash) which the Common Stock issuable (at the time of such
      Business Combination or reclassification) upon exercise of this Warrant
      immediately prior to such Business Combination or reclassification would
      have been entitled to receive upon consummation of such Business
      Combination or reclassification; and in any such case, if necessary, the
      provisions set forth herein with respect to the rights and interests
      thereafter of the Warrantholder shall be appropriately adjusted so as to
      be applicable, as nearly as may reasonably be, to the Warrantholder’s
      right to exercise this Warrant in exchange for any shares of stock or
      other securities or property pursuant to this paragraph.  In determining
      the kind and amount of stock, securities or the property receivable upon
      exercise of this Warrant following the consummation of such Business
      Combination, if the holders of Common Stock have the right to elect the
      kind or amount of consideration receivable upon consummation of such
      Business Combination, then the consideration that the Warrantholder
      shall be entitled to receive upon exercise shall be deemed to be the
      types and amounts of consideration received by the majority of all
      holders of the shares of common stock that affirmatively make an
      election (or of all such holders if none make an election).
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (F)       Rounding of
      Calculations; Minimum Adjustments.  All calculations under this
      Section 13 shall be made to the nearest one-tenth (1/10th) of a cent or
      to the nearest one-hundredth (1/100th) of a share, as the case may
      be.  Any provision of this Section 13 to the contrary notwithstanding,
      no adjustment in the Exercise Price or the number of Shares into which
      this Warrant is exercisable shall be made if the amount of such
      adjustment would be less than $0.01 or one-tenth (1/10th) of a share of
      Common Stock, but any such amount shall be carried forward and an
      adjustment with respect thereto shall be made at the time of and
      together with any subsequent adjustment which, together with such amount
      and any other amount or amounts so carried forward, shall aggregate
      $0.01 or 1/10th of a share of Common Stock, or more.
    

    
      (G)       Timing of Issuance of
      Additional Common Stock Upon Certain Adjustments.  In any case in
      which the provisions of this Section 13 shall require that an
      adjustment shall become effective immediately after a record date for an
      event, the Company may defer until the occurrence of such event (i)
      issuing to the Warrantholder of this Warrant exercised after such record
      date and before the occurrence of such event the additional shares of
      Common Stock issuable upon such exercise by reason of the adjustment
      required by such event over and above the shares of Common Stock
      issuable upon such exercise before giving effect to such adjustment and
      (ii) paying to such Warrantholder any amount of cash in lieu of a
      fractional share of Common Stock; provided, however, that
      the Company upon request shall deliver to such Warrantholder a due bill
      or other appropriate instrument evidencing such Warrantholder’s right to
      receive such additional shares, and such cash, upon the occurrence of
      the event requiring such adjustment.
    

    
      (H)       Completion of Qualified
      Equity Offering.  In the event the Company (or any successor by
      Business Combination) completes one or more Qualified Equity Offerings
      on or prior to December 31, 2009 that result in the Company (or any such
      successor ) receiving aggregate gross proceeds of not less than 100% of
      the aggregate liquidation preference of the Preferred Shares (and any
      preferred stock issued by any such successor to the Original
      Warrantholder under the CPP), the number of shares of Common Stock
      underlying the portion of this Warrant then held by the Original
      Warrantholder shall be thereafter reduced by a number of shares of
      Common Stock equal to the product of (i) 0.5 and (ii) the number of
      shares underlying the Warrant on the Issue Date (adjusted to take into
      account all other theretofore made adjustments pursuant to this Section
      13).
    

    
      (I)       Other Events.  For
      so long as the Original Warrantholder holds this Warrant or any portion
      thereof, if any event occurs as to which the provisions of this Section
      13 are not strictly applicable or, if strictly applicable, would not, in
      the good faith judgment of the Board of Directors of the Company, fairly
      and adequately protect the purchase rights of the Warrants in accordance
      with the essential intent and principles of such provisions, then the
      Board of Directors shall make such adjustments in the application of
      such provisions, in accordance with such essential intent and
      principles, as shall be reasonably necessary, in the good faith opinion
      of the Board of Directors, to protect such purchase rights as
      aforesaid.  The Exercise Price or the number of Shares into which this
      Warrant is exercisable shall not be adjusted in the event of a change in
      the par value of the Common Stock or a change in the jurisdiction of
      incorporation of the Company.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (J)       Statement Regarding
      Adjustments.  Whenever the Exercise Price or the number of Shares
      into which this Warrant is exercisable shall be adjusted as provided in
      Section 13, the Company shall forthwith file at the principal office of
      the Company a statement showing in reasonable detail the facts requiring
      such adjustment and the Exercise Price that shall be in effect and the
      number of Shares into which this Warrant shall be exercisable after such
      adjustment, and the Company shall also cause a copy of such statement to
      be sent by mail, first class postage prepaid, to each Warrantholder at
      the address appearing in the Company’s records.
    

    
      (K)       Notice of Adjustment
      Event.  In the event that the Company shall propose to take any
      action of the type described in this Section 13 (but only if the action
      of the type described in this Section 13 would result in an adjustment
      in the Exercise Price or the number of Shares into which this Warrant is
      exercisable or a change in the type of securities or property to be
      delivered upon exercise of this Warrant), the Company shall give notice
      to the Warrantholder, in the manner set forth in Section 13(J), which
      notice shall specify the record date, if any, with respect to any such
      action and the approximate date on which such action is to take
      place.  Such notice shall also set forth the facts with respect thereto
      as shall be reasonably necessary to indicate the effect on the Exercise
      Price and the number, kind or class of shares or other securities or
      property which shall be deliverable upon exercise of this Warrant.  In
      the case of any action which would require the fixing of a record date,
      such notice shall be given at least 10 days prior to the date so fixed,
      and in case of all other action, such notice shall be given at least 15
      days prior to the taking of such proposed action.  Failure to give such
      notice, or any defect therein, shall not affect the legality or validity
      of any such action.
    

    
      (L)       Proceedings Prior to Any
      Action Requiring Adjustment.  As a condition precedent to the taking
      of any action which would require an adjustment pursuant to this Section
      13, the Company shall take any action which may be necessary, including
      obtaining regulatory, New York Stock Exchange, NASDAQ Stock Market or
      other applicable national securities exchange or stockholder approvals
      or exemptions, in order that the Company may thereafter validly and
      legally issue as fully paid and nonassessable all shares of Common Stock
      that the Warrantholder is entitled to receive upon exercise of this
      Warrant pursuant to this Section 13.
    

    
      (M)       Adjustment Rules.  Any
      adjustments pursuant to this Section 13 shall be made successively
      whenever an event referred to herein shall occur.  If an adjustment in
      Exercise Price made hereunder would reduce the Exercise Price to an
      amount below par value of the Common Stock, then such adjustment in
      Exercise Price made hereunder shall reduce the Exercise Price to the par
      value of the Common Stock.
    

    
      14.       Exchange.  At any
      time following the date on which the shares of Common Stock of the
      Company are no longer listed or admitted to trading on a national
      securities exchange (other than in connection with any Business
      Combination), the Original Warrantholder may cause the Company to
      exchange all or a portion of this Warrant for an economic interest (to
      be determined by the Original Warrantholder after consultation with the
      Company) of the Company classified as permanent equity under U.S. GAAP
      having a value equal to the Fair Market Value of the portion of the
      Warrant so exchanged.  The Original Warrantholder shall calculate any
      Fair Market Value required to be calculated pursuant to this Section 14,
      which shall not be subject to the Appraisal Procedure.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      15.       No Impairment.  The
      Company will not, by amendment of its Charter or through any
      reorganization, transfer of assets, consolidation, merger, dissolution,
      issue or sale of securities or any other voluntary action, avoid or seek
      to avoid the observance or performance of any of the terms to be
      observed or performed hereunder by the Company, but will at all times in
      good faith assist in the carrying out of all the provisions of this
      Warrant and in taking of all such action as may be necessary or
      appropriate in order to protect the rights of the Warrantholder.
    

    
      16.       Governing Law.  This
      Warrant will be governed by and construed in accordance with the federal
      law of the United States if and to the extent such law is applicable,
      and otherwise in accordance with the laws of the State of New York
      applicable to contracts made and to be performed entirely within such
      State.  Each of the Company and the Warrantholder agrees (a) to submit
      to the exclusive jurisdiction and venue of the United States District
      Court for the District of Columbia for any civil action, suit or
      proceeding arising out of or relating to this Warrant or the
      transactions contemplated hereby, and (b) that notice may be served upon
      the Company at the address in Section 20 below and upon the
      Warrantholder at the address for the Warrantholder set forth in the
      registry maintained by the Company pursuant to Section 9 hereof.  To the
      extent permitted by applicable law, each of the Company and the
      Warrantholder hereby unconditionally waives trial by jury in any civil
      legal action or proceeding relating to the Warrant or the transactions
      contemplated hereby or thereby.
    

    
      17        Binding Effect.  This
      Warrant shall be binding upon any successors or assigns of the Company.
    

    
      18.       Amendments.  This
      Warrant may be amended and the observance of any term of this Warrant
      may be waived only with the written consent of the Company and the
      Warrantholder.
    

    
      19.       Prohibited Actions.  The
      Company agrees that it will not take any action which would entitle the
      Warrantholder to an adjustment of the Exercise Price if the total number
      of shares of Common Stock issuable after such action upon exercise of
      this Warrant, together with all shares of Common Stock then outstanding
      and all shares of Common Stock then issuable upon the exercise of all
      outstanding options, warrants, conversion and other rights, would exceed
      the total number of shares of Common Stock then authorized by its
      Charter.
    

    
      20.       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 in Item 8 of Schedule A hereto, or pursuant to such other
      instructions as may be designated in writing by the party to receive
      such notice.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      21.       Entire Agreement.  This
      Warrant, the forms attached hereto and Schedule A hereto (the terms of
      which are incorporated by reference herein), and the Letter Agreement
      (including all documents incorporated therein), contain the entire
      agreement between the parties with respect to the subject matter hereof
      and supersede all prior and contemporaneous arrangements or undertakings
      with respect thereto.
    

    
      [Remainder of page intentionally left blank]
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      [Form of Notice of Exercise]
Date: _________
    

    
      TO:       [Company]
    

    
      RE:       Election to Purchase Common Stock
    

    
      The undersigned, pursuant to the provisions set forth in the attached
      Warrant, hereby agrees to subscribe for and purchase the number of
      shares of the Common Stock set forth below covered by such Warrant.  The
      undersigned, in accordance with Section 3 of the Warrant, hereby agrees
      to pay the aggregate Exercise Price for such shares of Common Stock in
      the manner set forth below.  A new warrant evidencing the remaining
      shares of Common Stock covered by such Warrant, but not yet subscribed
      for and purchased, if any, should be issued in the name set forth below.
    

    
      Number of Shares of Common Stock        _____________________________
    

    
      Method of Payment of Exercise Price (note if cashless exercise pursuant
      to Section 3(i) of the Warrant or cash exercise pursuant to Section
      3(ii) of the Warrant, with consent of the Company and the
      Warrantholder)        _____________________________
    

    
      Aggregate Exercise
      Price:                        _____________________________
    

    
      Holder: _____________________________
    

    
      By: _____________________________
    

    
      Name: _____________________________
    

    
      Title: _____________________________
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
      executed by a duly authorized officer.
    

    
      Dated: _______________
    

    
      COMPANY: _______________



    

    
      By: ______________________________
      Name:
      Title:
    

    
      

      

      Attest:



By: ______________________________
      Name:
      Title:
    

    
      

      

      [Signature Page to Warrant]
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      SCHEDULE A
    

    
      Item 1
Name:
Corporate or other organizational form:
Jurisdiction
      of organization:
    

    
      Item 2
Exercise Price:2
    

    
      Item 3
Issue Date:
    

    
      Item 4
Amount of last dividend declared prior to the Issue
      Date:
    

    
      Item 5
Date of Letter Agreement between the Company and the
      United States Department of the Treasury:
    

    
      Item 6
Number of shares of Common Stock:
    

    
      Item 7
Company’s address:
    

    
      Item 8
Notice information:
    

    
      

      

      

      


    

    
      ____________________________
2 Initial exercise price to
      be calculated based on the average of closing prices of the Common Stock
      on the 20 trading days ending on the last trading day prior to the date
      the Company’s application for participation in the Capital Purchase
      Program was approved by the United States Department of the Treasury.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      SCHEDULE A
    

    
      ADDITIONAL TERMS AND CONDITIONS
    

    
      Company Information:
    

    
    	
          Name of the Company:
        	
           
        	
          Carrollton Bancorp
        
	
          Corporate or other organizational form:
        	

        	
          Corporation
        
	
          Jurisdiction of Organization:
        	

        	
          Maryland
        
	
          Appropriate Federal Banking Agency:
        	

        	
          Federal Deposit Insurance Corporation
        
	
          Notice Information:
        	

        	
          
            Carrollton Bancorp
344 North Charles Street
Baltimore,
            Maryland 21201
Attn: Robert A. Altieri
        President and
            Chief Executive Officer


or
          

          
            

            

            Attn: James M. Uveges
        Senior Vice President/CFO
          

        
	
          After March 31, 2009:
        	

        	
          Carrollton Bancorp
7151 Columbia Gateway Drive, Suite A
Columbia,
          Maryland 21046
        


    

    
      Terms of the Purchase:
    

    
    	
          Series of Preferred Stock Purchased:
        	
           
        	
          Fixed Rate Cumulative Perpetual Preferred Stock, Series A
        
	
          
            Per Share Liquidation Preference of Preferred Stock:
          

        	

        	
          $1,000 per share
        
	
          Number of Shares of Preferred Stock Purchased:
        	

        	
          9,201
        
	
          Dividend Payment Dates on the Preferred Stock:
        	

        	
          February 15, May 15, August 15 and November 15
        
	
          Number of Initial Warrant Shares:
        	

        	
          205,379
        
	
          Exercise Price of the Warrant:
        	

        	
          $6.72 per share
        
	
          Purchase Price:
        	

        	
          $9,201,000
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Closing:
    

    
    	
          Location of Closing:
        	
           
        	
          Telephonic
        
	
          Time of Closing:
        	

        	
          9:00 a.m.
        
	
          Date of Closing:
        	

        	
          February 13, 2009
        


    

    

    

    
    	
          Wire Information for Closing:
        	
           
        	
          ABA Number:
        
	

        	

        	
          Bank:
        
	

        	

        	
          Account Name:
        
	

        	

        	
          Account Number:
        
	

        	

        	
          Beneficiary:
        
	

        	

        	
          Contact Person for Carrollton Bank and Carrollton Bancorp
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      SCHEDULE B
    

    
      CAPITALIZATION
    

    
      Capitalization Date:          January 31, 2009
    

    
      Common Stock
    

    
    	
          Par value:
        	
           
        	
          $1.00 per share
        
	
          Total Authorized:
        	

        	
          9,990,799 shares
        
	
          Outstanding:
        	

        	
          2,564,988
        
	
          Subject to warrants, options, convertible securities, etc.:
        	

        	
          156,385 (outstanding unexercised options)
        
	
          Reserved for benefit plans and other issuances:
        	

        	
          492,800
        
	
          Remaining authorized but unissued:
        	

        	
          7,425,811
        
	
          
            Shares issued after Capitalization Date
(other than pursuant to
            warrants, options,
convertible securities, etc. as set forth
            above):
          

        	

        	
          0
        


    

    
      Preferred Stock
    

    
    	
          Par value:
        	
           
        	
          $1.00
        
	
          Total Authorized:
        	

        	
          9,201 shares of Fixed Rate Cumulative Perpetual Preferred Stock,
          Series A
        
	
          Outstanding (by series):
        	

        	
          none
        
	
          Reserved for issuance:
        	

        	
          9,201
        
	
          Remaining authorized but unissued:
        	

        	
          9,201
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      SCHEDULE C
    

    
      REQUIRED STOCKHOLDER APPROVALS
    

    
                                                                           Required3                                                                     %
      Vote Required
    

    
      Warrants -- Common Stock Issuance
    

    
      Charter Amendment
    

    
      Stock Exchange Rules
    

    
      

      

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

    
      

      

      

      

      ____________________________
3 If stockholder approval is
      required, indicate applicable class/series of capital stock that are
      required to vote.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      SCHEDULE D
    

    
      LITIGATION
    

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

    
      

      

      

      

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      SCHEDULE E
    

    
      COMPLIANCE WITH LAWS
    

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




    

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


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

    
      

      

      

      

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      SCHEDULE F
    

    
      REGULATORY AGREEMENTS
    

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




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