Presentation given for the ABA on recent legal developments and means to raise capital.

3. Discussion Items Section Executive Summary 1 Current Bank Equity Valuations 2 The Migration of Capital Raising 3 Capital Raising Options 4 Capital Raising Process 5 Investor Profiles & Requirements 6 Appendix: Sample Term Sheets 7 Presenter Profiles 8

9. Recent Market Performance Relative Price Performance Since December 1, 2010 Source: SNL Financial SNL Bank Index: All major exchange banks in SNL’s coverage universe SNL Thrift Index: All major exchange thrifts in SNL’s coverage universe Index %∆ SNL Bank 17.9 SNL Thrift 13.1 S&P 500 7.4

11. Bank & Thrift Valuations: Landscape Includes all publicly traded banks and thrifts Data as of 1/14/2011 Source: SNL Financial

12. Valuation Drivers: Asset Quality Values represent median of each respective group Includes all publicly traded banks and thrifts Data as of 1/14/2011 Source: SNL Financial

13. Valuation Drivers: Capital Levels Values represent median of each respective group Includes all publicly traded banks and thrifts Data as of 1/14/2011 Source: SNL Financial

14. Valuation Drivers: Balance Sheet Strength 100% P / TB 20% TX Ratio Note: Texas Ratio = (NPAs + Loans 90+) / (TCE + LLR) Values represent median of each respective group Includes all publicly traded banks and thrifts Data as of 1/14/2011 Source: SNL Financial

15. Valuation Drivers: Size & Liquidity Values represent median of each respective group Includes all publicly traded banks and thrifts Data as of 1/14/2011 Source: SNL Financial

16. Valuation Drivers: Size & Liquidity Values represent median of each respective group Includes all publicly traded banks and thrifts Data as of 1/14/2011 Source: SNL Financial

17. Valuation Drivers: Profitability Values represent median of each respective group Includes all publicly traded banks and thrifts Data as of 1/14/2011 Source: SNL Financial

19. Equity Capital Raising Trends: 2008 – Present Capital Raised by Banks & Thrifts Source: SNL Financial SNL Bank & Thrift Index: All major exchange banks and thrifts in SNL’s coverage universe

20. Equity Capital Raising Trends: 2008 – Present Capital Raised by Banks & Thrifts Source: SNL Financial SNL Bank & Thrift Index: All major exchange banks and thrifts in SNL’s coverage universe

21. Equity Capital Raising Trends: 2000 – Present Capital Raised by Banks & Thrifts Source: SNL Financial Beginning in the 2 nd Quarter of 2009, companies began shifting from TARP to common equity

22. Equity Capital Raising Trends: 2000 – 2007 Aggregate Capital Raised Source: SNL Financial

23. Equity Capital Raising Trends: 2008 – Present Aggregate Capital Raised Source: SNL Financial

24. Common Equity Raises by Asset Size: Number of Transactions < 0.5 B 0.5 B – 1.0 B 1.0 B – 10.0 B > 10.0 B Asset Size ($) Values represent median of each respective group Source: SNL Financial 76 168 165

25. Common Equity Raises by Asset Size: Premium / (Discount) to Stock Price < 0.5 B 0.5 B – 1.0 B 1.0 B – 10.0 B > 10.0 B Asset Size ($) Values represent median of each respective group Source: SNL Financial

27. Impact of Relative Offering Size on Valuation

34. Equity Capital Raising Trends: 2000 – Present Capital Raises of Less than $50 MM Number of Transactions Source: SNL Financial

35. Equity Capital Raising Trends: 2000 – Present Capital Raises of Less than $50 MM Capital Raised by Banks & Thrifts ($B) Source: SNL Financial

46. Capital Raising Process Pre-Offering Marketing

53. Questions?

55. Your Series A Non-Cumulative Perpetual Convertible Preferred Stock Issuer Your Bank (or Holding Company) Title of Securities X.XX% Series A Non-Cumulative Perpetual Convertible Preferred Stock (the “Preferred Stock”) Number of shares issued 10,000 shares of Series A Preferred Stock Price to Public Anticipate 100% of liquidation preference ($1,000 per share) Aggregate liquidation preference offered $10,000,000 of liquidation preference Annual dividend rate (Non-Cumulative) X.XX% on the per share liquidation preference of $1,000 per share Dividend Payment Dates Quarterly Maturity Perpetual Liquidation preference per share $1,000 plus unpaid dividends, if any Liquidation Rights In the event of voluntary or involuntary liquidation, dissolution or winding-up, holders of the Series A Preferred Stock will be entitled to receive a liquidating distribution in the amount of $1,000 per share of the Series A Preferred Stock plus any declared or unpaid dividends, without accumulation of any undeclared dividends (before any distributions to holders of any junior securities).

56. Your Series A Non-Cumulative Perpetual Convertible Preferred Stock (continued) Voting Rights Except as otherwise required by law, a holder of Series A Preferred Stock will have voting rights only in the case of certain dividend arrearages and any proposal to (i) amend, alter, repeal or otherwise change any provision of our Articles of Incorporation or Certificate of Determination in a manner that would adversely affect the rights, preferences, powers or privileges of the Series A Preferred Stock or (ii) create, authorize, issue or increase the authorized or issued amount of any class or series or equity securities that is senior or equal to the Series A Preferred Stock as to dividend rights, or rights upon our liquidation, dissolution or winding-up. Ranking The Series A Preferred Stock will rank, with respect to the payment of dividends and distributions upon liquidation, dissolution or winding-up junior to all our existing and future debt obligations, each class of capital stock or series of preferred stock, the terms of which expressly provide that it ranks senior to the Series A Preferred Stock and senior to all classes of common stock or series of preferred stock, the terms of which do not expressly provide that it ranks senior to or on a parity with the Series A Preferred Stock.

57. Your Series A Non-Cumulative Perpetual Convertible Preferred Stock (continued) Dividends Dividends are payable semi-annually, when, as and if declared, on the last day of March and September of each year, commencing March 31, 2011. Dividends are non-cumulative and are payable if, when and as authorized by Board of Directions. Therefore, if no dividend is declared by our board of directors on the Series A Preferred Stock for a dividend period, dividends for that period will not be accrued and payable when dividends are declared for any subsequent period. Dividends may not be paid on our common stock or any other capital security which ranks junior to the Series A Preferred Stock for any dividend period until full dividends with respect to the Series A Preferred Stock have been declared and paid or set apart for payment. So long as any shares of Series A Preferred Stock are outstanding, if we declare any dividends on our common stock or make any other distribution to our common shareholders, the holders of the Series A Preferred Stock will be entitled to participate in such distribution on an as-converted basis. Dividend Stopper So long as any share of Series A Preferred Stock remains outstanding no dividend will be declared and paid or set aside for payment and no distribution will be declared and made or set aside for payment on any junior securities (other than a dividend payable solely in shares of junior securities) and no shares of junior securities will be repurchased, redeemed, or otherwise acquired for consideration by us, directly or indirectly (other than (a) as a result of a reclassification of junior securities for or into other junior securities, or the exchange or conversion of one share of junior securities for or into another share of junior securities, (b) repurchases in support of our employee benefit and compensation programs and (c) through the use of proceeds of a substantially contemporaneous sale of other shares of junior securities), unless, in each case, the full dividends for the most recent dividend payment date on all outstanding shares of the Series A Preferred Stock and parity securities have been paid or declared and a sum sufficient for the payment of those dividends has been set aside. Lock-ups The Issuer and each of its executive officers and directors will agree not to sell any Series A Preferred Stock or common stock for 90 days following the issuance date.

58. Your Series A Non-Cumulative Perpetual Convertible Preferred Stock (continued) Redemption With prior regulatory approval, if required, the Series A Preferred Stock is redeemable at the Bank’s option at any time, in whole or in part, on or after five years from the date of issuance, at the liquidation preference per share, plus accrued and unpaid dividends, if any. Holders of the Series A Preferred Stock will have no right to require redemption of the Series A Preferred Stock. Conversion right at Holder’s Option Each share of the Series A Preferred Stock may be converted at any time, at the option of the holder, into shares of common stock (which reflects an approximate initial conversion price of $XX.XX per share of common stock) plus cash in lieu of fractional shares, subject to anti-dilution adjustments. Mandatory conversion at Issuer’s option On or after Month XX, 2013, the Bank may, at its option, at any time or from time to time cause some or all of the Series A Preferred Stock to be converted into shares of common stock at the then applicable conversion rate if, for 20 trading days within any period of 30 consecutive trading days, including the last trading day of such period, ending on the trading day preceding the date the Bank gives notice of mandatory conversion, the closing price of common stock exceeds 130% of the then applicable conversion price of the Series A Preferred Stock.

60. Your Series A Non-Cumulative Perpetual Convertible Preferred Stock (continued) Reorganization Events Upon: (1) any consolidation or merger of us with or into another person in each case pursuant to which our common stock will be converted into cash, securities or other property; (2) any sale, transfer, lease or conveyance to another person of all or substantially all of our property and assets in each case pursuant to which our common stock will receive a distribution of cash, securities or other property; or (3) certain reclassifications of our common stock or statutory exchanges of our securities; each share of the Series A Preferred Stock outstanding immediately prior to such reorganization event, without the consent of the holders of the Series A Preferred Stock, will become convertible into the kind and amount of securities, cash and other property or assets that a holder (that was not the counterparty to the reorganization event or an affiliate of such other party) of a number of shares of our common stock equal to the conversion rate per share of Series A Preferred Stock prior to the reorganization event would have owned or been entitled to receive upon the reorganization event. Preemptive Rights Holders of the Series A Preferred Stock have no preemptive rights.

61. Your Corporation Senior Debt Debentures Offered Convertible Senior Debentures due 2030. Maturity Date December 1, 2030 Interest Payment Dates June 1 and December 1 of each year, commencing December 1, 2010. Conversion Rights The debentures are convertible into common stock at any time prior to maturity, unless previously redeemed. The debentures are convertible into our common stock at a conversion rate of 100 shares of common stock for each $1,000 principal amount of debentures (equivalent to a conversion price of $10.00 per share), subject to adjustment in certain events described herein, unless previously redeemed. Optional Redemption by us Subject to any required prior regulatory approval, the debentures may be redeemed at our option, whole or in part, at any time on or after December 1, 2021 at the redemption price equal to 100% of the principal amount of the debentures to be redeemed, plus accrued and unpaid interest, if any, to by excluding the redemption date. Mandatory Redemption None

64. Your Corporation Senior Debt (continued) Use of Proceeds We intend to utilize the net proceeds for general corporate purposes, which may include future acquisitions as well as investments in or extensions of credit to the Bank and our other existing or future subsidiaries. Common Stock Outstanding At December 31, 2010, there were XX shares of Your Corporation common stock issued and outstanding and YY shares of our preferred stock issued and outstanding, all of which consisted of our Series A Preferred Stock, which we issued, along with a ten-year warrant to purchase shares of our common stock, to Treasury pursuant to Treasury’s Troubled Asset Relief Program Capital Purchase Program. In addition, an aggregate of 100,000 shares of common stock were issuable upon exercise of outstanding stock options at December 31, 2010, none of which had an exercise price less than the market price of the common stock as of that date. Listing It is not our intention to list the debentures on any securities exchange.

68. Presenter Biographies Robert Hutchinson , Head of Depository Institutions, Sterne Agee Mr. Hutchinson has over 13 years of investment banking experience working primarily with financial institutions. Bob joined Sterne Agee in August 2009 as a Managing Director and was promoted to Head of Depository Institutions in October 2010. As Head of Depository Institutions, Bob is responsible for coordinating nationwide client coverage of banks and thrifts. In addition to his role as Head of Depository Institutions, Bob leads the firm’s coverage of Mortgage REITs. Previously Mr. Hutchinson was a Managing Director with Keefe, Bruyette and Woods (“KBW”) where he spearheaded their Boston corporate finance practice. During his tenure at KBW, Mr. Hutchinson lead in the execution of mergers & acquisitions, equity offerings, trust preferred offerings and mutual to stock conversion offerings. In 2006, Mr. Hutchinson brought in the first Mortgage REIT deal to KBW, establishing that new business line. Mr. Hutchinson was formerly an Associate for RBC Capital Markets where he focused in an investment banking capacity on financial institutions to include leasing companies, specialty lenders, mortgage REITs, equity REITs and traditional banks and thrifts. Mr. Hutchinson served four years as an Officer in the United States Marine Corps achieving the rank of Captain. He holds a Masters Degree in Investment Finance from the Fisher College of Business at The Ohio State University and received his B.A. in English Literature from Boston College. He holds a Series 24, a Series 7 and 63 License. Dave Muchnikoff, Partner, Silver Freedman & Taff, L.L.P. Mr. Muchnikoff was a Senior Attorney and Assistant Branch Chief with the Division of Corporation Finance at the SEC and specialized in overseeing real estate related entities. Mr. Muchnikoff has specialized in both public and private common and preferred stock offerings, debt offerings and asset-backed securities transactions, as well as providing guidance on mergers and acquisitions and other general corporate and securities matters. He has also spoken at various national and state seminars on the subject of capital raising and has published several related articles in industry publications. Mr. Muchnikoff was also selected to the 2005 BTI Client Service All-Star Team based on a survey of Fortune 1000 companies and the world’s largest financial services firms and is a former director of the Home Improvement Lender’s Association. Mr. Muchnikoff also formerly worked for Ernst & Young and a Fortune 500 company as a CPA.

69. Contact Information Bob Hutchinson Head of Depository Institutions Sterne Agee 617.478.5011 [email_address] Dave Muchnikoff Partner Silver Freedman & Taff, L.L.P. 202.295.4513 [email_address]