Securities Purchase Agreement

Exhibit 10.2

United States Department of the Treasury
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220

February 20, 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 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 the Act or any rules or regulations thereunder;

     (c) the Compa