UNITED STATES DEPARTMENT OF THE TREASURY LENDING AGREEMENT

Exhibit 10.1

UNITED STATES DEPARTMENT OF THE TREASURY
LENDING AGREEMENT

CREDIT AND SECURITY TERMS

1.0 SCOPE
1.1 This Agreement sets forth the terms under which an entity may, in accordance with
the Housing and Economic Recovery Act of 2008, borrow from and pledge Collateral to
the United States Department of the Treasury (Treasury)

2.0 DEFINED TERMS

Account means the account described in section 3.2 of this Agreement.

Adverse Claim has the meaning set forth in Section 9.1(d).

Application Package means the Application Package, substantially in the form of
Appendix I, which the Borrower submitted in connection with its agreement to this
Agreement.

Borrower means an entity that incurs an Obligation to the Treasury.

Borrower-in-Custody or BIC Arrangement means an arrangement whereby the
Treasury authorizes a Borrower, or an affiliate of the Borrower, to retain possession of
the Collateral, as described in Section 7 of this Agreement.

Business Day means any day the Federal Reserve Bank of New York is open for
conducting all or substantially all its banking functions.

Certificate means the certificate, substantially in the form set forth in the appropriate
Application Package, provided to the Treasury by the Borrower.

Collateral means:
(i) all the Borrower's rights, title, and interest in property as described in section 7.0 (and
any other property agreed to by Treasury) that is (a) identified on a Collateral Schedule,
(b) identified on the books or records of a Reserve Bank as pledged to, or subject to a
security interest in favor of, the Treasury or (c) in the possession or control of, or
maintained with, the Treasury including;
(ii) all documents, books and records, including programs, tapes, and related electronic
data processing software, evidencing or relating to any or all of the foregoing; and
(iii) to the extent not otherwise included, all proceeds and products of any and all of the
foregoing and all supporting obligations given by any person with respect to any of the
foregoing, including but not limited to interest, dividends, insurance, rents and refunds.

Collateral Schedule means the written, electronic or other statement(s) listing Collateral
in effect at any time. Each statement of Collateral shall be in the form required by the
Treasury and shall identify the items of Collateral with the specificity required by the
Treasury. The removal of an item from a statement of Collateral will not be effective and
will not affect the Treasury's security interest in the item unless such removal is made in
accordance with this Agreement and the Treasury's procedures, including prior Treasury
approval or authorization.

Event of Default means any of the following:
(i) the Borrower fails to repay or satisfy any Obligation when due;
(ii) the Borrower fails to perform or observe any of its obligations or agreements under
the Lending Agreement or under any other instrument or agreement delivered or
executed in connection with the Lending Agreement;
(iii) any representation or warranty made or deemed to be made by the Borrower under
or in connection with the Lending Agreement, or that is contained in any certificate,
document, or financial or other statement delivered by it or in connection with the
Lending Agreement, is inaccurate in any material respect on or as of the date made or
deemed made;
(iv) the Insolvency of the Borrower;
(v) the Lending Agreement or any other agreement delivered or executed in connection
with the Lending Agreement ceases, for any reason, to be in full force and effect, or the
Borrower so asserts or any security interest or lien created hereby ceases to be
enforceable or have the same effect and priority purported to be created hereby;
(vi) the creation of an encumbrance upon Collateral, or placement of a levy, judicial
seizure of, or an attachment upon Collateral;
(vii) whenever the Secretary of the Treasury determines that Treasury's position is
insecure with respect to the financial condition of the Borrower or the Borrower's ability
to perform its Obligations.

Federal Reserve Bank means any one of the Federal Reserve Banks.

Insolvency means:
(i) the condition of insolvency;
(ii) that a proceeding relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to adjudicate an entity bankrupt or insolvent or seeking reorganization,
adjustment, dissolution, liquidation or other relief with respect to the Borrower or the
Borrower's debt is commenced;
(iii) that an assignment for the benefit of the Borrower's creditors occurs;
(iv) that a receiver, custodian, conservator, or the like is appointed for the Borrower or for
any of its United States or foreign branches or agencies;
(v) that the Borrower has been closed by order of its supervisory authorities, or a public
officer has been appointed to take over such entity;
(vi) that the Borrower ceases or refuses to make payments in the ordinary course of
business, or admits in a record its inability to pay its debt as they become due;
(vii) the Borrower's business is suspended, or any party has presented or filed a petition
for winding-up or liquidating the Borrower; or
(viii) any other circumstances that evince the Borrower's inability to pay its debts when
due.

Lending Agreement means this Agreement, any Collateral Schedule, each document in
the Application Package executed or furnished to the Treasury by the Borrower, and any
other agreement or document executed by the Borrower in connection with this
Agreement, in each case as the same may be amended, supplemented or otherwise
modified from time to time.

Lending Documents has the meaning set forth in Section 8 of this Agreement

Letter of Agreement means the Letter of Agreement, substantially in the form found in
Appendix I pursuant to which the Borrower agrees to be bound by the terms of this
Agreement.

Loan means an extension of credit to the Borrower.

Loan Repayment Amount means the amount of a Loan, plus all accrued and unpaid
interest thereon.

Obligation , whether now existing or hereafter incurred, means:
(i) Loan Repayment Amounts;
(ii) any other liabilities of the Borrower to the Treasury; and
(iv) any expense the Treasury or its designee(s) may incur to:
a. obtain, preserve and/or enforce the Lending Agreement or the Treasury's security
interest in Collateral and the Borrower's Obligations under the Lending Agreement,
b. collect any or all of the foregoing, or
c. assemble, transport, maintain or preserve Collateral (including, without limitation,
taxes, assessments, insurance premiums, repairs, reasonable attorneys' fees, rent,
transportation, storage costs, and expenses of sale).

Treasury means the United States Department of the Treasury. For operational
purposes, the term "Treasury" includes a Federal Reserve Bank acting as fiscal agent to
the Treasury.

UCC means the Uniform Commercial Code.

3.0 LOANS
3.1 A request for a Loan shall be made to the Treasury in a form and time acceptable to
the Treasury. A Loan must be secured by Collateral acceptable to the Treasury. Upon
Treasury's request, the Borrower shall submit a written application for a Loan.

3.2 The Treasury's approval of a request for a Loan shall be evidenced by, and the Loan
shall be deemed made at the time of, the Treasury's record of the credit of the amount of
the Loan to an Account agreed upon by the Borrower and the Treasury.

3.3 Loans to the Federal Home Loan Banks (FHLBs) or any FHLB under this Agreement
shall be joint and several obligations of all the FHLBs, issued under Section 11(a) of the
Federal Home Loan Bank Act, 12 U.S.C. Section 1431(a), through the Office of Finance as
agent of the FHLBs, and therefore are consolidated obligations issued pursuant to part
966 of the rules of the Federal Housing Finance Board, in continuing force and effect
under Section 1312 of the Housing and Economic Recovery Act of 2008, and any
successor rule of the Federal Housing Finance Agency.

4.0 INTEREST
4.1 The interest rate applicable to a Loan shall be the rate, as from time to time
established by the Treasury. Interest on a Loan shall accrue from the day the Loan is
credited to the Account and shall be payable at the applicable rate in effect on that day,
except that if the interest rate changes while a Loan is outstanding, the new rate shall
apply as of the day on which the rate change is effective. Interest shall be computed on
the basis of 365 days in a year.

4.2 If all or any portion of a Loan Repayment Amount is not paid when due (whether by
acceleration or otherwise), interest on the unpaid portion of the Loan Repayment
Amount shall be calculated at a rate 500 basis points higher than the applicable rate
then in effect until the unpaid Loan Repayment Amount is paid in full.

5.0 REPAYMENT OF LOAN
5.1 The Borrower promises to pay a Loan Repayment Amount when due in actually and
finally collected funds. A Loan Repayment Amount is immediately due and payable
(a) on demand;
(b) without any demand, notice or other action on the due date and time specified by the
Treasury in writing (provided that if such date falls on a day that is not a Business Day,
the due date shall be extended to the next Business Day) or upon the occurrence of any
Event of Default described in clause (iv), (v) or (vii) of the definition of such term.

5.2 The Borrower waives any right to presentment, notice of dishonor, protest, and any
other notice of any kind except as expressly provided for herein.

5.3 Upon notice to the Treasury at least 2 days in advance, the Borrower may prepay a
Loan Repayment Amount, in whole or in part, without penalty.

5.4 The appropriate Federal Reserve Bank, acting on behalf of the Treasury, will debit
the Borrower's Account for the Loan Repayment Amount and all other Obligations when
due.

6.0 GRANT OF SECURITY INTEREST
For value received and in consideration of the Treasury permitting the Borrower to obtain
Loans, the Borrower hereby transfers and assigns to the Treasury and grants to the
Treasury a continuing security interest in and lien on the Collateral as collateral security
for the timely and complete payment and performance when due (whether at stated
maturity, by acceleration or otherwise) of all Obligations.

7.0 COLLATERAL
7.1 The Borrower shall ensure that the Collateral meets the requirements set forth in this
section or as the Treasury may otherwise from time to time prescribe.

7.2 Acceptable Collateral consists of Federal Home Loan Bank advances to member
financial institutions that have been collateralized in accordance with Federal Home
Loan Bank standards (FHLB advances) and mortgage backed securities issued by the
Federal National Mortgage Association or the Federal Home Loan Mortgage
Corporation.

7.3 Acceptable FHLB advances shall be valued with a 13% haircut applied to the
outstanding principal amount of the asset on the balance sheet of the Federal Home
Loan Bank. Haircuts may also be applied to the value of mortgage backed securities as
determined by Treasury.

7.4 FHLB advances pledged as Collateral under this Agreement may be held under a
BIC Arrangement subject to section 7.10 herein. FHLB advances must be prepositioned,
in an amount acceptable to the Treasury, before a Federal Home Loan Bank
is eligible to receive a Loan under this Agreement. MBS pledged as Collateral under this
Agreement must be held in a custodial National Book Entry System account established
though the Federal Reserve Bank of New York. MBS pledged hereunder may be
repositioned from an investment account into the custodial account on a same-day
basis.

7.5 On a weekly basis, Borrower must submit to the Federal Reserve Bank of New York
acting as fiscal agent of the Treasury, a Collateral Schedule listing the Collateral pledged
to Treasury under this Agreement, including the outstanding principal amount of any
FHLB advances.

7.6 The Treasury may at any time request the Borrower to replace any item of Collateral
or to grant a lien and security interest in additional assets of a type and in an amount
acceptable to the Treasury, and the Borrower shall promptly do so.

7.7 Unless otherwise specified by the Treasury in writing, the Borrower shall promptly
withdraw from the Collateral Schedule:
(a) any Collateral that has a payment of principal or interest past due, in whole or in part,
for more than 30 days;
(b) any Collateral that has been paid in full by the obligor; or
(c) any Collateral if the obligor on such Collateral becomes insolvent, or if a receiver,
custodian, or the like is appointed for the obligor.
Prior to such withdrawal, however, the Borrower shall update any relevant Collateral
Schedule and pledge substitute Collateral acceptable to the Treasury by submitting an
updated Collateral Schedule or otherwise pledging such Collateral to the Treasury.

7.8 The Treasury has no duty to collect any income accruing on Collateral or to preserve
any rights relating to Collateral.

7.9 The Borrower hereby:
(a) authorizes the Treasury at any time to file or record in any filing office in any
jurisdiction which the Treasury determines appropriate to perfect the security interests
set forth hereunder, financing statements, and any amendments or continuation
statements related thereto without the signature of the Borrower therein that describes
the Collateral and the Borrower shall, promptly at the Treasury's request, provide any
additional information required by Article 9 of the UCC, as in effect in any relevant
jurisdiction, for the sufficiency or acceptability of any financing statement;
(b) ratifies its authorization for the Treasury to have filed any financing statement,
including any amendment or continuation statement related thereto, in any jurisdiction,
where the same has been filed prior to the date on which the Letter of Agreement is
signed by the Borrower;
(c) authorizes the Treasury at any time, to take any and all other actions that may be
necessary or, in the Treasury's sole discretion, desirable to obtain, preserve, perfect or
enforce the Treasury's security interest in the Collateral;
(d) authorizes the Treasury to endorse or assign as the Borrower's agent any item of
Collateral, to inspect Collateral held by the Borrower, and copy any relevant records
and/or documents.

7.10 Treasury will keep all information regarding the identity of borrowers identified in
any collateral documentation confidential and such information will not be disclosed
except to as authorized or necessary to effectuate the terms of this Agreement.

7.11 If the Treasury approves, the Borrower may hold certain Collateral in a BIC
Arrangement ("BIC-held Collateral") subject to the following:
(a) BIC-held Collateral shall be prominently identified as Pledged to the Treasury and
subject exclusively to the Treasury's written instructions. At the Treasury's request, the
Borrower shall, without delay, prominently and conspicuously affix a legend to items of
BIC-held Collateral indicating that such items are subject to a security interest in favor of
the Treasury.
(b) The Borrower shall mark its records to show that BIC-held Collateral has been
pledged to the Treasury and is subject exclusively to the Treasury's written instructions.
Any computer generated list or report containing BIC-held Collateral must incorporate a
legend indicating that such Collateral is pledged to the Treasury.
(c) Upon the Treasury's request, the Borrower shall at all times segregate BIC-held
Collateral from its own assets or the assets of any other party and shall hold Collateral in
such location(s) approved by the Treasury. BIC-held Collateral shall not be removed
from such location(s) without the prior written approval of the Treasury.
(d) The Borrower may withdraw or replace BIC-held Collateral only with the approval of
the Treasury and on terms acceptable to the Treasury.
(e) The Treasury may from time to time notify Borrower of additional requirements on
BIC-held Collateral. The Borrower's failure to comply with such requirements may
disqualify the Borrower from participation in the BIC Arrangement.

7.12 With respect to any item of Collateral not delivered or transferred to the Treasury or
its agent or custodian, including BIC-held Collateral, the Borrower shall hold such item of
Collateral in trust for the Treasury until the Collateral is delivered or transferred in
accordance with the Treasury's instructions. The Borrower bears the risk of loss for any
Collateral held in the Borrower's possession, at any custodian, maintained in an account
at a securities intermediary other than a Reserve Bank,