Securities Purchase Agreement

                                                                   Exhibit 10.2
                                                                   ------------

                                                       UST Sequence Number: 151

                    UNITED STATES DEPARTMENT OF THE TREASURY
                          1500 Pennsylvania Avenue, NW
                             Washington, D.C. 20220


                                 March 27, 2009

Ladies and Gentlemen:

                  Reference is made to that certain Letter Agreement
incorporating the Securities Purchase Agreement - Standard Terms dated of as of
the date of this letter agreement (the "Securities Purchase Agreement") between
United States Department of Treasury ("Investor") and the company named on the
signature page hereto (the "Company"). Capitalized terms used but not defined
herein shall have the meanings assigned to them in the Securities Purchase
Agreement.

                  The American Recovery and Reinvestment Act of 2009, as it may
be amended from time to time (the "Act"), includes provisions relating to
executive compensation and other matters that may be inconsistent with the
Securities Purchase Agreement, the Warrant and the Certificate[s] of Designation
(the "Transaction Documents"). Accordingly, Investor and the Company desire to
confirm their understanding as follows:

                  1.      Notwithstanding anything in the Transaction Documents
to the  contrary,  in the  event  that  the  Act or  any  rules  or  regulations
promulgated thereunder are inconsistent with any of the terms of the Transaction
Documents, the Act and such rules and regulations shall control.

                  2.      For the avoidance of doubt (and without limiting the
generality of Paragraph 1):

                          (a)    the provisions of Section 111 of the Emergency
         Economic Stabilization Act of 2008, as amended by the Act or otherwise
         from time to time ("EESA"), shall apply to the Company;

                          (b)    the waiver to be delivered by each of the
         Company's Senior Executive Officers pursuant to Section 1.2(d)(v) of
         the Securities Purchase Agreement shall, in addition, be delivered by
         any additional highly compensated employees required by applicable
         rules or regulations under EESA;