DEFINITIONS

"Alternative Payment Mechanism" means, with respect to any securities or combination of securities (together in this definition, "such securities"), provisions in the related transaction documents requiring the Corporation to issue (or use commercially reasonable efforts to issue) APM Qualifying Securities raising eligible proceeds at least equal to the deferred Distributions on such securities and apply the proceeds to pay unpaid Distributions on such securities, commencing not later than (i) the first Distribution Date on which the Corporation pays current Distributions on such securities or (ii) the fifth anniversary of the commencement of the deferral or other non-payment of Distributions on such securities, and that:

(a) permit the Corporation to pay current Distributions on any Distribution Date out of any source of funds but require the issuer to pay deferred Distributions only pursuant to the terms of the Alternative Payment Mechanism;

(b) if deferral of Distributions continues for more than one year, require the Corporation not to repurchase Common Stock until at least one year after payment of deferred (and uncancelled) Distributions in accordance with the Alternative Payment Mechanism;

(c) notwithstanding sub-clause (a), if the Primary Federal Bank Regulatory Agency disapproves the issuer's sale of APM Qualifying Securities, permit the Corporation to pay Distributions (including deferred Distributions) from any source without a breach of its obligations under the transaction documents;

(d) if the Primary Federal Bank Regulatory Agency does not disapprove the Corporation's issuance and sale of APM Qualifying Securities but disapproves the use of the proceeds thereof to pay deferred Distributions, permit the Corporation to use such proceeds for other purposes and to continue to defer Distributions without a breach of its obligations under the transaction documents; and

(e) limit the obligation of the Corporation to issue (or use commercially reasonable efforts to issue) APM Qualifying Securities to the amounts provided in the APM Qualifying Securities Caps;

provided (and it being understood) that:

 (x)"eligible proceeds" means, for purposes of an Alternative Payment Mechanism, the net proceeds (after underwriters' or placement agents' fees, commissions or discounts and other expenses relating to the issuance or sale of the relevant securities) that the Corporation has received during the 180 days prior to the related Distribution Date from the issuance of APM Qualifying Securities, but in the case of APM Qualifying Securities that include Non-Cumulative perpetual preferred stock only up to the APM Qualifying Securities Cap set forth in clause (ii) of the definition thereof; and

 (y) if the Corporation has outstanding more than one class or series of securities under which it is obligated to sell APM Qualifying Securities and apply some part of the proceeds to the payment of deferred Distributions, then on any date and for any period the amount of net proceeds received by the Corporation from those sales and available for payment of deferred Distributions on such securities shall be applied to such securities on a pro rata basis in proportion to the total amounts that are due on such securities, or on such other basis as the Primary Federal Bank Regulatory Agency may approve.

"APM Qualifying Securities" means:

(a) Common Stock or rights to purchase Common Stock; and

(b) non-cumulative perpetual preferred stock, where either (i) the transaction documents include (x) provisions to the effect that, during periods as to which the Corporation has failed one or more financial tests, the Corporation may not pay Distributions on the non-cumulative perpetual preferred stock and (y) Intent-Based Replacement Disclosure or (ii) such non-cumulative perpetual preferred stock is subject to a replacement capital covenant substantially similar to this Replacement Capital Covenant or is subject to an Other Qualifying Replacement Capital Covenant, and in the case of both clause (i) and clause (ii) the transaction documents provide for no remedies as a consequence of non-payment of Distributions other than Permitted Remedies.

"APM Qualifying Securities Caps" mean:

(i) in the case of APM Qualifying Securities that are Common Stock or rights to purchase Common Stock, aggregate proceeds from the issuance thereof pursuant to the related Alternative Payment Mechanism (including at any point in time from all prior issuance s thereof pursuant to such Alternative Payment Mechanism) with respect to deferred Distributions attributable to the first five years of any deferral period exceeding an amount equal to 2% of the product of the average of the current stock market price of the Common Stock on the ten consecutive trading days ending on the fourth trading day immediately preceding the date of issuance multiplied by the total number of issued and outstanding shares of Common Stock as of the date of the Corporation's most recent publicly available consolidated financial statements (the "Common Cap"); and

(ii) in the case of APM Qualifying Securities that are Non-Cumulative perpetual preferred stock, aggregate proceeds from the issuance thereof pursuant to the related Alternative Payment Mechanism (including at any point in time from all prior issuances thereof pursuant to such Alternative Payment Mechanism) exceeding 25% of the principal or stated amount of the securities that are the subject of the related Alternative Payment Mechanism (the "Preferred Cap");

provided (and it being understood) that:

(a) once the Corporation reaches the Common Cap, it will not be required to issue more Common Stock or rights to purchase Common Stock under the Alternative Payment Mechanism with respect to deferred Distributions attributable to the first five years of any deferral period even if the amount referred to in clause (i) subsequently increases because of a subsequent increase in the current market price of Common Stock or the number of outstanding shares of Common Stock; and

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