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to the extent supplemented or superseded by the terms set forth herein or in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.


                                     -1-
<PAGE>
         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.




                                     * * *

                                     -2-
<PAGE>


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

                                   UNITED STATES DEPARTMENT OF THE TREASURY
                                    By:     /s/ Neel Kashkari
                                       ----------------------------------------
                                        Name:   Neel Kashkari
                                        Title:  Interim Assistant Secretary
                                                For Financial Stability



                                   AMERICAN EXPRESS COMPANY

                                   By:       /s/ Kenneth I. Chenault
                                       ----------------------------------------
                                        Name:    Kenneth I. Chenault
                                        Title:   Chairman and Chief Executive
                                                 Officer





Date:  January 9, 2009



                                     -3-
<PAGE>
                                                                      EXHIBIT A




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


                          SECURITIES PURCHASE AGREEMENT

                                 STANDARD TERMS


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





<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               Page


                                    Article I
                                Purchase; Closing
<S>      <C>                                                                                                     <C>
         1.1      Purchase........................................................................................1
         1.2      Closing.........................................................................................2
         1.3      Interpretation..................................................................................4

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

                                   Article III
                                    Covenants
         3.1      Commercially Reasonable Efforts................................................................13
         3.2      Expenses.......................................................................................14
         3.3      Sufficiency of Authorized Common Stock; Exchange Listing.......................................14
         3.4      Certain Notifications Until Closing............................................................15
         3.5      Access, Information and Confidentiality........................................................15

                                   Article IV
                              Additional Agreements
         4.1      Purchase for Investment........................................................................16
         4.2      Legends........................................................................................16
         4.3      Certain Transactions...........................................................................18
         4.4      Transfer of Purchased Securities and Warrant Shares; Restrictions on Exercise of the Warrant...18
         4.5      Registration Rights............................................................................19
         4.6      Voting of Warrant Shares.......................................................................30
         4.7      Depositary Shares..............................................................................31
         4.8      Restriction on Dividends and Repurchases.......................................................31
         4.9      Repurchase of Investor Securities..............................................................32
         4.10     Executive Compensation.........................................................................33
         4.11     Bank and Thrift Holding Company Status.........................................................33
         4.12     Predominantly Financial........................................................................34

                                    Article V
                                  Miscellaneous
         5.1      Termination....................................................................................34
         5.2      Survival of Representations and Warranties.....................................................35
         5.3      Amendment......................................................................................35
         5.4      Waiver of Conditions...........................................................................35
         5.5      Governing Law: Submission to Jurisdiction, Etc.................................................35
         5.6      Notices........................................................................................35
         5.7      Definitions....................................................................................36
         5.8      Assignment.....................................................................................36
         5.9      Severability...................................................................................36
         5.10     No Third Party Beneficiaries...................................................................37
</TABLE>



                                     -2-
<PAGE>
                                 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








                                     -3-
<PAGE>
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)
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)

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


                                     -4-
<PAGE>
                SECURITIES PURCHASE AGREEMENT - STANDARD TERMS

                                   RECITALS:

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

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

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

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

         WHEREAS, the Company intends to issue in a private placement the
number of shares of the series of its Preferred Stock ("PREFERRED STOCK") set
forth on SCHEDULE A to the Letter Agreement (the "PREFERRED SHARES") and a
warrant to purchase the number of shares of 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.


                                     -5-
<PAGE>
         NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements set forth herein, the
parties agree as follows:

                                   ARTICLE I
                               PURCHASE; CLOSING

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

1.2      CLOSING.

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

(b)      Subject to the fulfillment or waiver of the conditions to the Closing
         in this 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.


                                     -6-
<PAGE>
(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;


                                     -7-
<PAGE>
                           (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,


                                     -8-
<PAGE>
                 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



                                     -9-
<PAGE>
limitation." No rule of construction against the draftsperson shall be applied
in connection with the interpretation or enforcement of this Agreement, as
this Agreement is the product of negotiation between sophisticated parties
advised by counsel. All references to "$" or "dollars" mean the lawful
currency of the United States of America. Except as expressly stated in this
Agreement, all references to any statute, rule or regulation are to the
statute, rule or regulation as amended, modified, supplemented or replaced
from time to time (and, in the case of statutes, include any rules and
regulations promulgated under the statute) and to any section of any statute,
rule or regulation include any successor to the section. References to a
"BUSINESS DAY" shall mean any day except Saturday, Sunday and any day on which
banking institutions in the State of New York generally are authorized or
required by law or other governmental actions to close.

                                  ARTICLE II
                        REPRESENTATIONS AND WARRANTIES

2.1      DISCLOSURE.

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


                                     -10-
<PAGE>
(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



                                     -11-
<PAGE>
         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


                                     -12-
<PAGE>
          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.


                                     -13-
<PAGE>
                    (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.


                                     -14-
<PAGE>
(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


                                     -15-
<PAGE>
          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.


                                     -16-
<PAGE>
(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.


                                     -17-
<PAGE>
(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.


                                     -18-
<PAGE>
(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;


                                     -19-
<PAGE>
                    (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


                                     -20-
<PAGE>
         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


                                     -21-
<PAGE>
         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 III
                                   COVENANTS

3.1      COMMERCIALLY REASONABLE EFFORTS.

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

(b) If the Company is required to obtain any stockholder approvals set forth
on SCHEDULE C, then the Company shall comply with this Section 3.1(b) and
Section 3.1(c). The Company shall call a special meeting of its stockholders,
as promptly as practicable following the Closing, to vote on proposals
(collectively, the "STOCKHOLDER PROPOSALS") to (i) approve the exercise of the
Warrant for Common Stock for purposes of the rules of the national security
exchange on which the Common Stock is listed and/or (ii) amend the Company's
Charter to increase the number of authorized shares of Common Stock to at
least such number as shall be sufficient to permit the full exercise of the
Warrant for Common Stock and comply with the other provisions of this Section
3.1(b) and Section 3.1(c). The Board of Directors shall recommend to the
Company's stockholders that such stockholders vote in favor of the Stockholder
Proposals. In connection with such meeting, the Company shall prepare (and the
Investor will reasonably cooperate with the Company to prepare) and file with
the SEC as promptly as practicable (but in no event more than ten business
days after the Closing) a preliminary proxy statement, shall use its
reasonable best efforts to respond to any comments of the SEC or its staff
thereon and to cause a definitive proxy statement related to such


                                     -22-
<PAGE>
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.


                                     -23-
<PAGE>
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.


                                     -24-
<PAGE>
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 non-public records, books, contracts,
instruments, computer data and other data and information (collectively,
"INFORMATION") concerning the Company furnished or made available to it by the
Company or its representatives pursuant to this Agreement (except to the
extent that such information can be shown to have been (i) previously known by
such party on a non-confidential basis, (ii) in the public domain through no
fault of such party or (iii) later lawfully acquired from other sources by the
party to which it was furnished (and without violation of any other
confidentiality obligation)); PROVIDED that nothing herein shall prevent the
Investor from disclosing any Information to the extent required by applicable
laws or regulations or by any subpoena or similar legal process.


                                     -25-
<PAGE>
                                  ARTICLE IV
                             ADDITIONAL AGREEMENTS

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

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."


                                     -26-
<PAGE>
(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.


                                     -27-
<PAGE>
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.


                                     -28-
<PAGE>
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


                                     -29-
<PAGE>
          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


                                     -30-
<PAGE>
          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).


                                     -31-
<PAGE>
                    (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.


                                     -32-
<PAGE>
(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


                                     -33-
<PAGE>
          registration or qualification in effect for so long as such
          registration statement remains in effect, and to take any
          other action which may be reasonably necessary to enable
          such seller to consummate the disposition in such
          jurisdictions of the securities owned by such Holder;
          PROVIDED that the Company shall not be required in
          connection therewith or as a condition thereto to qualify to
          do business or to file a general consent to service of
          process in any such states or jurisdictions.

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

                    (vi) Give written notice to the Holders:

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

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

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

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


                                     -34-
<PAGE>
                      (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.


                                     -35-
<PAGE>
                    (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,


                                     -36-
<PAGE>
          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


                                     -37-
<PAGE>
          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.


                                     -38-
<PAGE>
(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


                                     -39-
<PAGE>
          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


                                     -40-
<PAGE>
          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)


                                     -41-
<PAGE>
         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);


                                     -42-
<PAGE>
                    (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


                                     -43-
<PAGE>
          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.


                                     -44-
<PAGE>
         "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


                                     -45-
<PAGE>
         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


                                     -46-
<PAGE>
          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


                                     -47-
<PAGE>
          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.


                                     -48-
<PAGE>
(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


                                     -49-
<PAGE>
          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. ss.1842 and the regulations of the Federal Reserve
promulgated thereunder. "SAVINGS AND LOAN HOLDING COMPANY" means a company
registered as such with the Office of Thrift Supervision pursuant to 12 U.S.C.
ss.1467(a) and the regulations of the Office of Thrift Supervision promulgated
thereunder.

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


                                     -50-
<PAGE>
subsidiaries of the company (excluding revenues derived from subsidiary
depository institutions), on a consolidated basis, from engaging in activities
that are financial in nature or are incidental to a financial activity under
subsection (k) of Section 4 of the Bank Holding Company Act of 1956 (12 U.S.C.
1843(k)) represent at least 85 percent of the consolidated annual gross
revenues of the company.


                                   ARTICLE V
                                 MISCELLANEOUS

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

                    (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.


                                     -51-
<PAGE>
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.


                                     -52-
<PAGE>
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.


                                     -53-
<PAGE>
(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.

                                     * * *
                                     -54-
<PAGE>
                                                                       ANNEX A

                  FORM OF CERTIFICATE OF DESIGNATIONS


                            [SEE ATTACHED]


<PAGE>
                                                                       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.


<PAGE>

                                                                       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.
<PAGE>



                                                                     ANNEX D

                                FORM OF WARRANT

                                [SEE ATTACHED]

<PAGE>
                                                                    SCHEDULE A


                        ADDITIONAL TERMS AND CONDITIONS
<TABLE>
<CAPTION>

COMPANY INFORMATION:

<S>                                                       <C>
       Name of the Company:                                   American Express Company

       Corporate or other organizational form:                Corporation

       Jurisdiction of Organization:                          New York

       Appropriate Federal Banking Agency:                    Board of Governors of the Federal
                                                              Reserve System

       Notice Information:                                    American Express Company
                                                              200 Vesey Street
                                                              Three World Financial Center
                                                              New York, New York  10285
                                                              Attention: General Counsel
                                                              Telephone: (212) 640-2000
                                                              Facsimile: (212) 640-0131

                                                              with a copy to:

                                                              Sullivan & Cromwell LLP
                                                              125 Broad Street
                                                              New York, New York  100004
                                                              Attention:   H. Rodgin Cohen, Esq.
                                                                           Glen T. Schleyer, Esq.
                                                              Telephone: (212) 558-4000
                                                              Facsimile: (212) 558-3588
</TABLE>




                                     -1-
<PAGE>
<TABLE>
<CAPTION>
TERMS OF THE PURCHASE:

<S>                                                        <C>
       Series of Preferred Stock Purchased:                   Fixed Rate Cumulative
                                                              Perpetual Preferred Stock, Series A

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

       Number of Shares of Preferred Stock Purchased:         3,388,890

       Dividend Payment Dates on the Preferred Stock:         February 15, May 15, August 15, November 15

       Number of Initial Warrant Shares:                      24,264,129

       Exercise Price of the Warrant:                         $20.95 per share

       Purchase Price:                                        $3,388,890,000

CLOSING:

       Location of Closing:                                   Simpson, Thacher & Bartlett LLP
                                                              425 Lexington Avenue
                                                              New York, New York 10017

       Time of Closing:                                       9:00 a.m., New York time

       Date of Closing:                                       January 9, 2009

     WIRE INFORMATION FOR CLOSING:                            ABA NUMBER:
                                                              BANK:
                                                              ACCOUNT NAME:
                                                              ACCOUNT NUMBER:
                                                              BANK CONTACT:
                                                                             Tel:
</TABLE>
                                     -2-
<PAGE>