0855-1147 (Tab C Exs. 26-38) (PUBLIC)

TabC
Exhibit 26
855
THE NASDAQ STOOK MA,RKET
SElCC.l BLACKWELL ROAD
ROCKVILLE,. ~ y I I D eOElI5iO
Sent via Electronic Delivery to: bhirsh@uwbank.com
August 5, 2010
Mr. Benjamin C. Hirsh
Chief Accounting Officer
& Interim Chief Financial Officer
United Western Bancorp, Inc.
700 1 i
h
Street, Suite 2100
Denver, CO 80202
Re: United Western Bancotp, Inc. (the "Company")
Nasdaq Security: Common Stock
Nasdaq Symbol: UWBK
Dear Mr. Hirsh:
As we discussed, our Listing Rules (the "Rules") require listed securities to maintain a minimum bid
price of$1.00 per share. Based upon the closing bid price for the last 30 consecutive business days, the
Company no longer meets this requirement. I Consequently, a deficiency exists with regard to the Rule.
However, the Rules also provide the Company a gmce period of 180 calendar days in which to regain
compliance. The following table summarizes the critical dates and information as related to this matter.
Expiration of 180 calendar Public Announcement
Relevant Listing Rules
Period below $1.00 bid price day grace period
Due Date
5450(a)( 1) - bid price
June 22, 2010 through August 4, February 1, 2011
August 11, 2010
581O(c)(3)(A) - grace period
5810(b) - public disclosure
2010
5505 - Capital Market criteria
If at anytime during this grace period the bid price of the Company's security closes at $1.00 per share
or more for a minimum of ten consecutive business days, we will provide you written confirmation of
compliance and this matter will be closed.
In the event the Company does not regain compliance with the Rule prior to the expiration of the grace
period, it will receive written notification that its securities are subject to delisting.
2
Alternatively, the
Company may be eligible for an additional grace :period if it meets the initial listing standards, with the
exception of bid price, for The Nasdaq Capital Market. To avail itself of this alternative, the Company
will need to submit an application to transfer its securities to The Nasdaq Capital Market. 3
1 For online access to all Nasdaq Rules, please see ''Nasdaq Reference Links," included with this letter.
2 At that time, the Company may appeal the delisting determination to a Hearings Panel.
3 For on-line access to the appropriate Transfer Application, please see "Nasdaq Reference Links."
856
Mr. Benjamin C. Hirsh
August 5, 2010
Page 2
Our Rules require that the Company promptly disclose receipt of this letter by either filing a Form 8-K,
where required by SEC rules, or by issuing a press release. The announcement needs to be made no
later than four business days from the date of this letter and must include the continued listing criteria
that the Company does. not meet.
4
The . Company must also submit the announcement to Nasdaq's
MarketWatch Department.
s
If the announcement is publicly released during Nasdaq market hours (7:00
am - 8:00 pm Eastern Time), you must notify MarketWatch at least 10 minutes prior to its public
release. If the public announcement is made outside of Nasdaq market hours, the Company must notify
MarketWatch of the announcement prior to 6:50 a.m. Eastern Time. For your convenience attached is a
list of news services. Please note that if you do not make the required announcement trading in your
securities will be halted.
6
Finally, an indicator will be displayed with quotationinfonnation related to the Company's securities on
NASDAQ. com and NASDAQTrader.com and may be displayed by other third party providers of market
data information. Also, a list of all non-compliant Nasdaq companies and the basis for such non-
compliance is posted on our website at www.nasdag.com. The Company will be included in this list
, commencing five business days from the date of this letter.
If you have any questions, please do not hesitate to contact me at + I 30 I 978 8079.
Sincerely,
Curtis Rimmey
Lead An.8.lyst
Nasdaq Listing Qualifications
4 Listing Rule 581O(b).
S The notice must be submitted to Nasdaq's MarketWatch Department through the Electronic Disclosure submission system
available at www.NASDAO.net.
6 Listing IM-5810-1.
857
NASDAQ REFERENCE LINKS
TODic
Description Link
NASDAQ Listing
NASDAO LiStina Rules
Rules
All initial and continued listing rules
Corporate
/
. Independent directors, committee requirements
Governance
and shareholder approval www.nasdaa.comiabout/FAOsComGov.stm
Fees
Fee schedule
www.nasdaa.comiaboutlFAOsFees.stm
Frequently Asked
www.nasdag.comiabout/LegalComlllianceFAQ
Questions (FAQs)
Topics related to initial and continued listing s.stm
Hearing Requests
Discussion of the 'Nasdaq Hearings process www.nasdaa.comiaboutlFAOsHearinlZs.stm
& Process
Listing'of
Additional Shares
Explanation of Nasdaq's Listing of Additional
(LAS)
Shares process
www.nasdaa.comlaboutiF AOsLAS,stm
Transfer to the
Procedures and application to transfer securities
Nasdaq Capital '
Market
to the Nasdaa Capital Market www.nasdaa.comiaboutlFAOsPhaseDown.stm
DIRECTORY OF NEWS SERVICES*
The use of any of these services will satisfy NASDAQ's listing rules that require the disclosure of
specific information in a press release or public announcement. The Company must ensure that the full
text of the required announcement is disseminated. publicly. The Company has not satisfied this
requirement if the annoUncement is published as a headline only or if the news service determines not to
publish the full text of the story.
NewS Service
Internet Address Telephone Number
Toll free: 800 444 2090
Bloomberg Business News
www.bloomberlZ.com
Phone: 609 750 4500
Toll free: 800 227 0845
Business Wire
www.businesswire.com Phone: 415 9864422
Dow Jones News Wire
www.dinewswires.com Phone: 201938 5400
GlobeNewswire
Toll free: 800 3076627
(A NASDAQ OMX Co.)
www.l!lobenewswire.com Phone: 310 642 6930
Toll free: 8007749473
MarketWire
www.marketwire.com
Phone: 310 765 3200
Toll free: 800 832 5522
PRNewswire
www.ornewswire.com Phone: 201360 6700
Reuters
www.thomsonreuters.com Phone: 646 223 6000
* Nasdaq cannot render advice to the Company with respect to the fonnat or content of the public announcement The ~ l o w i n g is
provided only as a guide that should be modified following consultation with securities counsel: the Company received a Nasdaq Staff
Deficiency Letter on (DATE OF RECEIPT OF STAFF DEFICIENCY LETTER) indicating that the Company fails to comply with the
(STOCKHOLDERS' EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES, etc.) requirement(s) for
continued listing set forth in Listing Rule(s). ,
858
TabC
Exhibit 27
859
UWBK 8-K 8/5/2010
Section 1: 8-K
0-21231
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 10549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(0) OF mE
. SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) AUgust 5, 2010
United Western Bancorp, Inc .
. (Exact Name of Registrant as Specified in Its Charter)
Colorado
(State or Other Jurisdiction oflncorpomtion)
84-1233716
(Commission File Number)
700 Seventeenth Street, Suite 2100
Denver, Colorado
(IRS Employer Identification No.)
80202
(Address of Principal Executive Offices)
(Zip Code)
(303) 595-9898
(Registmnt's Telephone Number, Including Area Code)
(Fonner Name or Fonner Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below); .
o
o
o
o
W ritlen communications pursuant to Rule 425 under the Securities Act (17 CPR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CPR 240.14a-12)
Pre-commencement communications pursuant to Rule.14d-2(b) under the Exchange Act (17 CPR 240.l4d-2(b
Pre-commencement communications pursuant to Rule 13e-4( c) under the Exchange Act (17 CFR 240.13e-4(c
860
Item 3.01 Notice of Delistlng or Failure to Satilfy a Contluued LIstIng Rille or Stpdard; Transfer of Listing.
August S, 2010, United Inc. a letter Stock ("NASDAQ',) indicating that for 3Q:.consecutive business days
the Company's conunon stock dId not mamtam a nummum closmg bId pnce ofSI.OO ( Mininuun BId Price ReqUIrement") per share as required by NASDAQ Listing Rule 5450(a)(I);
The notification ofnoncompUance has no inunediate effect on the listing or trading of the Company's conunon stock on the NASDAQ Global Market. Under the NASDAQ Listing
Rules if during tbe 180 calendar days following the date oftbe notification (or until Febnwy 1, 2011), the closing bid price of the Company's stock is at or above $ I.OOfur a minimum of
10' co.'.secutive business dsys, the Company will regain compliance with the Minimum Bid Price Requirement and the conunon stock will continue to be eligible for listing on the
NASDAQ Global Market .
If the Company does not achieve compliance with the Minimum Bid Price Requirement by Februmy 1,2011, NASDAQ will provide written notification to the cOmpany that the common
stock is subject to delisting. The may, at to a NASDAQ Hearing Such an appeal, if granted, would stay delisting until a
Panel ruling. Alternatively, if at that time the Company IS m compbance WIth a1llmtial hsti?g standsrds for the NASDAQ CaPItal Market other than the Minimum Bid Price Requirement,
the Company could apply to transfer the listing of its common stock to the NASDAQ Capital Market and thereby receive an additional grace period to gain compliance with the
Minimum Bid Price Requirement.
The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options to regain compliance with the Minimum Bid
Price Requirement uoder the NASDAQ Listing Rules.. ' '
861
SIGNATURE!;
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
UNITED WESTERN BANCORP, INC.
Dated: August 10, 20 I 0
By: lsi Michael J. McCloskey
Name: Michael 1. McCloskey
Title: Executive Vice President and Chief Operating Officer
(Back To Top)
862
TabC
Exhibit 28
863
06:01 01/17/2011
Section
OFFICE OF THRIFT SUPERVISION - MIDWEST SUPERVISORY REGION
5-QUARTER UTPR REPORT FOR QUARTER ENDED 201009
United Western Bank
DOCKET: 06679 TFR STATUS: COMPLETE
DATA AS OF: 01/17/2011 CMR STATUS: COMPLETE
Denver, CO
CHARTER: DIF-Ins Federal Stock
Table of Contents
Page
Number
A. Summary Statement ............................................ 1-2
B.Detailed Income Statement ($000) ................................ 3-4
Detailed Income Statement (%Avg. TA) ............................ 5-6
C.Analysis of Net Interest Income: Composition of lEA & ICL .... 7
Analysis of Net Interest Income: Yields and Spreads ........... :S
D. Detailed Balance Sheet ($000) .. . .. .. .. ........... 9-11
Detai led Balance Sheet (%TA) .................................... 12-14
E.Asset Quality ($000) ............................................ 15
Asset Quality (%) . 16
F.Allowances ($000 I< %) ........................................... 17-19
G.Capital Accounts and Requirements ($000 I< %) ................... 20
Total Assets by Risk Category ($000 & %) ................. 21
H.Changes in Financial Condition ($000) ........................... 22
Changes in Financial Condition (%) .............................. 23
I.Lending, Investment, Foreclosure, and Restructuring ($000) ...... 24
Lending, Investment, Foreclosure, and Restructuring (%) ......... 25
J.Questions, Strategies, New Deposit Yields ....................... 26
K.Composition and Off-Bal.Sheet Positions of CMR Portfolio ($000) .27-29
Composition and Avg.Contract Yields of CMR Portfolio (%) ........ 30-32
L. Interest Rate Risk Information .................................. 33
M. Exam Ratio Information .......................................... 34
N .Asset Quality - Supplemental DetaiL ............................ 35-36
Peer Group Definitions:
Group 1
Group 2
Group 3
Group 4
Group 5
Group 9
Group 6
Assets less than $50 million
Assets between $50 million arid $100 million
Assets between $100 million and $300 million
Assets between $300 million and $1 billion
Assets between $1 billion and $5 billion

864
06:01 01/17/2011
SUMMARY STATEMENT, Part 1
United Western Bank
06679 TFR STATUS: COMPLETE
01/17/2011 CMR STATUS: COMPLETE
DOCKET:
PAGE 1
DATA AS OF:
Current Quartet
S&L Median Pct
1st Prior Qtr =-2nd Prior Qtr
S&L Median Pct S&L Median Pct S&L Median Pct 1 Qtr 1 Year
YRMO, Period End .
2OtOO9 mOM === i01003 === - iOo9i'2 = '2o'i'OO9 2O'i'OO9
82 79 79 77

1.1 Cash,Dep.+Inv.secur. 10.38
2.2 Mortgage Backed Secur. 19.95
10.20 53
11.55 71
13.84 9.70 65 27.41 9.76 86 8.10 85 -30.3 -65.5.
19.30 12.21 65 13.88 11.18 56 12.90 11.31 53 -3.9 12.8
2.6 5.79
PermMtg,1-4 Owel.Units 15.46
PermMtg,5+ Owel.Units 2.12
PermMtg,Nonresidential 29.43

Net Mtg Loans 54. 93
3.1 Nonmortgage Loans 7.85

5.1 'EqInvNtCarried@FairVal .47
5.5 Office Premises + Eq. 1.08
5. 8 Other Assets 10
4
0.
0
00
3
Total Assets
7.0 Total Liabilities:
7.1 Deposits and Escrows

Subtotal of 7.0
80.53
12.87
.70
94.10
8 .0 Total EqIli ty tal:
8:8g
UnrlGain/LossAvail4Sal -.32
Gains/LosscashFlwHedge .00
Other , .00
Retained Earn1ngs -1.84
5:g8
NonCntrnInt Cnsld Sub. .00
Total Equity Capital 5.90
Total Liabilities + Equity 100.00
1.04
25.96
1.48
12.73
.86
-.39
55.05
6.79
.24
.00
.78
.99
3.04
100.00
93 7.14
19 15.08
57 2.04
95 26.88
80 3.96
9 -1. 40
49 53.70
53 7.26
87 .75
42 .00
25 .43
51 1. 01
66. 3.70
50 100.00
1.33 95
27.62 17
1.52 55
12.36 91
.92 80
-.37 11
53.85, 48
6.83 53
.21 75
.00 44
.79 26
.98 51
2.88 60
100.00 50
7.16
13.43
1.50
22.81
3.46
-1.02
47.35
6.00
.93
.00
.37
.87
3.19
100.00
77.23
9.73
.87
89.45
68
62
33
96
80.20 76.96
11.84 9.66
65
60
45
88
83.06
9.89
.61
93.56
.00 46
5.90 71
.04 7
.00 51
.00 65
4.48 13
.00 59
10.55 6
.00' 8'6
10.55 3
100.00 50
.72 .74
92.75 89.59
.00
7.49
-.19
.00
.00
-.05
.00
7.24
.00
7.25
100.00
.00
5.91
.05
.00
.00
4.53
.00
10.41
.00
10.41
100.00
46 .00
65 6.26
11 -.21
53 .00
64 .00
18 .39
60 .00
11 6.44
86 .00
11 6.44
50 100.00
1. 77 95
27.76 15
1.55 47
13.16 87
1.14 77
-.38 17
54.52 33
7.00 45
.28 78
.00 43
.78 20
1.01 36
3.18 52
100.00 50
9.99
14.01
1.47
21.98
3.69
-1.06
50.07
6.42
.75
.00
.38
.91
3.33
100.00
1.82
29.62
1.4.7
12.81
.88
-.34
55.75
7.35
.18
.00
.78
1.03
3.04
100.00
96
16
50
83
78
14
39
46
75
42
20
41
55
50
77.12 81 81.39 76.75 75
10.10 45 10.41 10.72 48
.76 32 .67 .81 39
89.88 93 92,47 90.03 87
.00 47
5.58 56
.01 11
.00 52
.00 65
4.64 18
.00 59
10.12 7
.00 86
10.12 6
100.00 50
.00
6.46
-.18
.00
.00
1.24
.00
7.53
.00
7.53
100.00
.00
5.24
.01
.00
.00
4.58
.00
9.97
.00
9.97
100.00
46
60
16
52
65
23
58
12
85
12
50
-24.6
-4.7
-3.5
1.8
-15.5
-2.9
-4.9
.5
62.5
NA
.7
-1.0
1.3
-7.0
-6.6
1.1
-8.6
-5.7
NA
.1
54.4
NA
NA
3541.8
NA
-24.3
.0
-24.3
-7.0
-57.0
-12.2
6.1
7.5
-25.1
44.1
-14.5
-2.1
73.7
NA
-22.2
-4.1
-5.4
-21.1
-19.8
-10.9
-16.2
-18.7
NA
2.2
229.2
NA
NA
-156.2
NA
-46.6
.0
-46.6
-21.1
Group 5 Group 5 Group 5
Current Quarter 1st Prior Qtr 2nd Prior Qtr
Group 5 Group 5
3rd prio=-Q;;== Prior Qtr
YRMO, Period End .

======- 201006
82 79 79
2,050,651 2,205,348 2,588,703
200912
77
2,502,727
200909
77
2,599,251
FIRREA CAPITAL COMPLIANCE:
Core capital(%Adj Tahg TA)
Risk Based Capital (%RWTJI,)
6.20 9.59 6 ,7.42 9.47 11
7.80 15.20 2 9.02 14.82 3
6.63 9.26 5
9.18 14.48 2
7.68 9.11 16 8.77 9.10 43
10.07 14.11 2 11;07 13.51 8
Core Capital ($000)
Risk Based Capital ($000)
Core Cap Surplus ($000)
RiskBasedcap.Surplus ($000)
FDICIA PCA CAPITAL RATIOS:
Total Risk-Based
Tier 1 (Core) Risk-Based
Tier 1 (Core) Leverage
7.80
6.53
6.20
127,541
108,073
-37,038
-2,742
15.20 2
14.10 2
9.59 6
9.02
7.75
7.42
164,036
135,039
-12,732
-44,690
14.82 3
13.77 3
9.47 11
9.18
7.91
6.63
172,060
139,674
68,295
17,918,
14.48 2
13.36 2
9.26 5
10.07
8.81
7.68
192,839
161,669
92,439
33,289
14.11 2
12.88 3
9.11 16
11.07
9.82
8.77
228,228
205,788
124,158
57,094
13.51 8
12.31 10
9.10 43
INTEREST EARNING ASSETS:
lEA/ICL
100.45 110.24
9 103.30 110.20 13 101.77 108.72 11 103.76 109.21 11 109.20 109.49 44
CONSOLIDATED ASSET QUALITY TREND:
Non-Performing Loans, 3.50
Repossessed Assets, Gross 1.32
Repossessed Assets,Net SVA 1.32
1. 66 73
.24 87
.24 87
2.14 78
.89 78
Total NonPerform. Assets 4.82
TDR Loans + Reposs'd TOR 2.61
CLASSIFICATION OF ASSETS:
Substandard
Doubtful
Loss
Total Classified
Total Classified/NPA
Sub+Ooubt / CoreCap+GVA
SUb+Ooubt/RBC+ExcessGVA
Special Mention Ass.ets
ALLOWANCES FOR LOAN & LEASE
Mtg Loan ALLL, % Mtg Lns
NOfiMtg Ln ALLL,% NofiMt9 Lns
GenAllow+ALLL, % (NPA-SVA)
Tot.GenAllow+ALLL,%(Cl-LOS)
16.70 4.48 97
.28 .00 90
.00 .00 49
16.98 4.50 96
352.16 184.85 82
206.56 41.33 96
268.53 41.33 97
2.94 '1.06 79
LOSSES:
2.97-
3.41
40.88
11. 79
1.11
1.91
38.92
20.27
86
72
53
18
(% of Total Assets)
3.34 1.65 76 2.92
.75 .21 75 .93
.75 .21 75 .93
4.09 2.03 73 3.85
1.29 .87 60 1.61
15.97
.29
.00
16.26
397.55
174.74
230.53
2.97
2.90
2.96
45.00
11.48
4.35
.01
.00
4.39
162.53
39.77
39.77
1.37
1.15
1.90
41.42
23.05
97 13.88
90 .19
49 .00
97 14.08
87 365.63
96 174.85
98 234.97
80 1. 91
88
68
53
15
2.49
2.56
35.82
9.97
1.57 70
,.28 78
.28 78
2.11 68
.85 68
2.51
.75
.75
3.26
1.20
4.80
.00
.00
4.86
169.50
40.28
40.28
1.20
96 13.57
86 .21
49 .00
96 13.78
87 422.47
97 150.64
98 196.22
58 1. 74
1.57
.18
.18
2.05
.64
4.20
':88
4.20
179.58
38.56
38.57
1.23
69
75
75
69
62
1. 77
;60
.60
2.37
1.03
97 5.38
88 .13
50 .00
97 5.51
89 232.56
97 55.61
97 69.55
62 1. 42
1.11
1.90
41.62
23.18
89 2.46 1.04 92 1.91

13 10.46 21.30 14 20.38
1.50
.18
.18
1.89
.51
3.76
.01
.00
3.90
164.70
37.22
37.22
1.23
.98
1.58
43.01
22.80
56
70
70
60
66
69
82
49
71 '
72
71
79
55
88
38
56
44
EFFICIENCY RATIO:
% .G&A/(NIM+Fees+FHLB Div)
94.01 71.90 85 104.58 69.06 91 108.43 71.77 88 97.07 69.41 89 96.75 69.18 92
865
06:01 01/17/2011
United Western Bank
PAGE 2
Current Quarter 1st Prior Qtr 2nd Prior Qtr 3rd Prior Qtr 4th Prior Qtr

Months in Period
YRMO, Period End ...
SUMMARY INCOME STATEMENT:
1.1 Interest&Dividnd Income 4.06
.84
3.22
3.74

3.2 Net Prov.for lEA Losses
3.3 Net Int.After lEA"Loss
Provision: (3.1)-(3.2) -.52
4.0 Noninterest Income -3.37
5.1 Noninterest Expense 3.20
6.0 Income Before Income Taxes
(3.3)+(4.0)-(5.0) -7.09
7.1 Income Taxes .06
8.0 Net Inc.Before Extraord
Items: (6.0)-(7.0) -7.15
8.1 Extraordinary Items .00
9.1 ROM: (8.0)+(8.1) -7.15
(ROE) -104.46
Avg Assets
Avg Equity
PROFITABILITY ANALYSIS:
lEA Yield
COF (with Cap. Int.)
Spread, lEA Yld-COF
Net Int. Marg. (NIM)
Fee Income
Goodwill Expense (GDW)
(%)
Core Inc befor Prov
ROM
Return on Equity (ROE)
Net Income ($000)
MORTGAGE LOAN ACTIVITY:
Mtge Loans Originated
Mtge Loans Purchased
Mtge Loans Sold
Subtotal,Orig+Pur-Sales
Other Changes (by diff.)
Net Change in Mtg. Lns.
CHANGES IN FINANCIAL COND.:
1.1 Cash, Dep.+lnv.Secur.
2.2 Mortgage Backed Secur.

5.8 Other Assets
Total Assets
7.1 Deposits, NetofYld Adj
7.2 Borrowings "
7.5 Other Liabilities
7.9 NonCtrl Int.Consl.Sub
8.0 Perpetual Pref.Stk
CommonStk +Paid-InCap.
UnrlGain/LossAvai14Sal
Retained Earnings
Other
Total + Equity
Chng Tot Liab.+ Eq. ($000)
4.24
.88
3.35
3.22
.13
.02
3.15
102.12
.18
-7.15
-104.46
1.51
.08
.67
.92
-3.54
-2.62
-4.19
-.75
-2.62
.04
.47
.00
.00
-.01
.05
-7.01
-5.32
.13
-.06
.00
.00
.01
-.11
-1. 66
.00
-7.01
MORTGAGE PRINCIPAL REPAYMENTS:
1. On Mortgage Backed Sec. -11.12
2. On Mortgage Loans
OTHER RATIOS:
NA
QTL Test: 1st Mth of Qtr 71.11
2nd Mth of Qtr 70.51
IRS Test 72:68
3
201009
4.39
1.23
3.03
.50
2.32
.77
2.64
.71
.18
3
201006

19 .86 1.37 17 .82
60 2.81 3.02 33 2.31
92 .84 .48 73 2.05
9
1
67
3
30
1. 97
-.71
3.07
-1. 82
.02
2.37 30
.60 1
2.56 65
.65 12
.17 28
.25
- .. 77
2.60
-3.12
-.15
3
201003
4.57
1.47
3.10
.48
2.45
.63
2.69
.74
.22
6 3.47
15 1. 04
15 2.43
85 2.19
12
1
46
6
13
.24
-3.11
2.48
-5.34
-.03
3
200912
4.67
1.51
3.12
.62
2.23
.55
2.63
.51
.16
7
15
17
84
14
1
44
3
32
3.94
1.16
2.78
1. 95
.83
.22
2.82
-1. 77
-.74
.53 3 -1.84 .45 8
.00 50 .00 .00 50
-2.97 .49 3 -5.30 .38 1
.00 .00 50 .00 .00 50
-1.03
.53 3 -1.84 .45 8
4.64
-2.97. .49 3 -5.30 .38 1
w/o compounding)
.00
-1.03
-36,658 -11,145
-47.36 4.11 3 -69.31 3.78 1
-21,016 -35,956
-12.94
2,050,401
140,371
4.85 21
1. 53 13
3.23 54
3.03 60
.38 20
.01 63
2.58 69
116.80 28
1. 05 14
.53 3
4.64 2
-36,658
4.00
.96
3.04
2.81
.11
.02
3.05
92.05
-.15
-1.84
-27.32
2,423,089
163,206
4.89 15
1. 63 15
3.10 43
3.02 33
.42 16
.01 63
2.54 67
120.46 21
1.05 8
.45 8
4.10 7
-11,145
3.74
1.02
2.72
2.31
.08
.01
2.59
89.20
-.22
-2.97
-47.36
3.58
.00
.71
2.37
-2.55
.00
(% Total Assets at Start of
24 1.95 3.11 28 1.59
77 .08 .00 72 .18
49 .46 .56 45 .28
22 1.57 2.10 33 1.49
24 -3.17 -2.28 23 -2.59
12 -1.60 -.06 13 -1.10
.01
-.03
.00
-.02
.00
.00
.00
.00
7 -15.62
21 2.56
12 -1. 60
68 .19
93 -.29
51 .00
83 .00
-.05
.43
40 -.01
72 -.04
4: -14.81
.55 4
-.10 77
.04 27
.00 47
.00 50
.00 75
.00 6
.11 3
.00 43
.43 4
-154,697
-14.74
.19
.00
.00
.00
.12
.05
-.43
.00
-14.81
.24 2
-.01 85
-.06 13
.00 65
.00 3
.00 54
.00 78
.00 32
-.01 46
.83 2
1.03 2
-.03 83
.03 37
.00 48
.00 50
.00 82
.05 50
.07 12
.00 46
.83 2
-383,355
3.11
1.46
-1.10
-.22
.21
.00
.00
-.01
-.03
3.44
4.52
-.17
-.05
.00
.00
.01
-.04
-.84
.00
3.44
2,828,324
177,493
4.97 8
1.72 13
3.22 30
3.10 15
.37 16
.01 62
2.63 47
120.07 20
1. 02 11
.49 3
4.11 3
-21,016
Period)
2.55
.00
.50
1.52
-2.00
-.22
28
78
42
47
35
28
1. 57 75
-.04 78
-.22 28
-.01 31
.00 83
.00 53
.00 82
-.01 47
.00 41
.98 72
1. 33 78
-.11 46
.00 32
.00 48
.00 49
.00 67
.01 7
.10 2
.00 42
.98 72
85,976
3.95
1.25
2.70
2.43
.09
.02
2.45
99.22
.06
-5.30
-69.31
1. 65
.11
.23
1. 53
-4.01
-2.48
.60
-1.54
-2.48
-.14
.12
.00
-.11
-.01
-.16
-3.71
-.86
-1.37
-.01
.00
.00
.01
-.10
-1. 38
.00
-3.71
2,711,820
207,519
5.18 10
1. 94 16
3.19 24
3.12 17
.44 17
.01 64
2.54 44
122.51 26
1. 09 10
.38 1
3.78 1
-35,956
4.19
1.31
2.88
2.78
.11
.02
2.79
99.57
.07
-1.03
-12.94
3.31
.00
.60
2.06
-2.46
20 3.74
75 .09
39 .60
38 3.23
25 -4.67
-.09 8 -1. 44
.25
-.08
-.09
.00
.01
.00
.00
.00
.43
.50
56
12
8
34
79
55
6
47
10
11
1. 00 26
-.18 28
-.05 64
.00 48
.00 49
.00 61
-.01 12
.08 1
.00 40
.50 11
-96,524
11.65
-1.36
-1. 44
-.26
.39
.00
.00
-.02
-.12
8.84
6.47
.00
.05
.00
.00
2.61
-.02
-.27
.00
8.84
(Non-Annualized % of Avg. Interest Earning Mtg. Backed Sec.)
-6.92 11 -5.93 76.46 61 -8.33 -6.58 26 -13.32 -6.31 4 -8.50
% of Avg. Interest Earning Mtg. Loans)
DD D DD D DD D DD D
(Actual
80.63 19
80.67 15
80.55 25
.00 48
Thrift
71.02
71.59
71.69
.00
Investment
79.17 18
79.10 23
79.68 22
.00 48

70.24 78.48
70.80 78.52
.00 .00
16
16
20
48
70.08
69.90
69.55
.00
80.20
80.89
79.09
.00
12 71.66
12 70.79
15 70.13
48 .00
3
200909
4.81 14
1. 76 16
3.04 33
.53 80
2.18 19
.61 20
2.57 57
.52 15
.15 10
.40 15
.00 50
.40 15
3.46 14
-6,434
2,486,797
198,941
5.23 10
2.13 14
3.13 38
3.04 33
.40 16
.01 69
2.49 62
121.26 21
1.07 8
.40 15
- 3.46 14
-6,434
3.91
.00
.82
1.84
-2.73
-.11
.02
-.03
-.11
.00
.00
.00
.00
-.01
-.02
.41
47
75
47
74
11
30
97
15
30
30
93
55
89
23
26
92
.80 91
-.05 60
.01 64
.00 96
.00 50
.00 96
.05 8
.06 17
.00 41
.41 92
211,114
-6.74 22
NA NA
81.50
81.03
80.43
.00
19
15
12
48
Total Lns / Deposits
Total Lns+MBS 7 Deposits
77.95 86.91 36 76.00 87.61 31 64.22 88.01 18 69.40 93.00 21 71.95 92.37 25
102.73 106.62 39 100:07 106.11 35 80.93 107.18 13 85.25 110.49 19 89.57 112.72 19
866
06:01 01/17/2011
Months in Period
YRMO, Period End ....
DETAILED INCOME STATEMENT
DOCKET:
DATA AS OF:
Current Quarter
=================
3
201009
($000)
PAGE 3
United Western Bank
1st Prior Qtr 2nd Prior Qtr 3rd Prior Qtr 4th Prior Qtr
================3 =============== 3 ============== -3
201006 201003 200912 200909
1.1 Interest and Dividend Income:
Deposits & Invrnt.Secur.
Mtge Backed Sec.
Mtge Loans
Mtg Loan Servo Fees
NonMtg Commr.Ln&Lease
Commercial Loan Fees
NonMtg Consm.Ln&Lease
Consumer Loan Fees

Other Dividends
Subtotal of 1.1
2.1 Interest Expense:
on Escrows
Advances from FHLBank
Subordinated Debentures

Less: Capitalized Int.
Subtotal of 2.1
3.1 Net Int.Before lEA Loss
Provision: (1.1)-(2.1)
3.2 Net Provision for lEA
Losses
3.3 Net Int.After lEA Loss
4.0
5.1
Noninterest Income:
Mtg Loan Servo Fees
Serv Amort.&Value Adj
Other Fees and Charges
Net Income (Loss) From:
Sales:Assets Held4Saie
Sales:Lns&LeasHeld4Sale
Sales:OthrAssetsHld4Sal
OTT ImpairmntChgOnDebt
REO Operations&Sales
LOCOM Adj.Held4Sale
Sale: SecurHeld2Mat
Sale: LoansHeld4Inv
Sale: OthAssets4Inv
GainonTradingAssets
Oth.Nonlnter.Income
Subtotal of 4.0

Legal Expense
Office Occupancy&Equip.
Marketing &Oth.ProfServ
Loan Servicing Fees
Oth.Nonlnterest Expense
Subtotal, G&A Expense
Less Godw11&IntglbeExps
NetProv,NonIEALosses
Subtotal of 5.1 '
6.0 Income Before Inc Taxes
7.1 Income Taxes:
Federal
Other
Income: (6.0)-(7.1)
8.1 Extraord.lncome
Netlnc(-)Atrbl To Inst/Nctl
Netlnc(-)Atrbl To Noncntrol
Netlnc(-)Atrbl To Sav Inst.
ANALYSIS OF CORE INCOME:
Net Int.BefIEA LossProv
Mtg Loan Servicing Fees
Serv Amort.&Va1ue Adj
Less G & A Expense'
Less. Goodwl1&IntglbeExps
Core Inc. Bef Provisns
Aft Provisns
Sale of Avai14Sale Secrties
Core+ProfitAH4S
379
4,126
14,116
11
1,997
o
115

2,112
64

20,797
2,328
4
934

o
1,02
6
4,290
16,507
19,188
-2,681
792
-416
311
1
1,6
-18,293
-376
-687

o
o

no
-17,257

834
408
478
9,578
16,164
100
158
16,422
-36,360
298
o
298
-36,658

-36,658
o
-36,658
16,507
792
-416
311
16,164
100
930
19,346
-18,416
1
-'18,415
572
4,343
15,089
21
2,013

128

2,141
63

22,208
3,308
4
921

o
976
o
5,209
16,999
5,068
11,931
846
-545
360
o
1,544
o
-5,308
-1,089
-485

o
o

359
-4,318

984
560
513
11,163
18,468
107
52
18,627
-11,014
131

131
-11,145

-11,145

-11,145
16,999
846
-545
360
18,468
107
-915
5,120
-6,035
o
-6,035
867
791
4,029
15,175
21
1,889

128
o
2,017
63

22,075
3,810
5
1,053

o
895

5,763
16,312
14,528
1,784
794
-565
324
o
596

-4,277
-2,432
-252
o

354
-5,458
4,856
345
833
876
499
10,877
18,286
102
17
18,405
-22,079
-1,063

-1,063
-21,016

-21,016

-21,016
16,312
794
-565
324
18,286
102
-1,523
14,545
-16,068

-16,068
621
4,552
16,138
55
2,018

120

2,138
76
o
23,525
3,902
2
2,201
o

923

7,028
16,497
14,838
1,659
809
-549
371

626

-21,033
-1,374
-233

o

327
-21,056
4,730
563
827
389
509
9,608
16,626
106
53
16,785
-36,182
-226
o
-226
-35,956

-35,956
o
-35,956
16,497
809
-549
371
16,626
106
396
14,891
-14,495
o
-14,495
452
4,821
17,007
13
2,056
103

2,159
77

24,516
3, 92i
2,391

923

7,242
17,274
12,108
5,166
836
-565
387
o
1,244

o
-587
-248

o
o
299
1,366
5,109
583
805
444
503
9,905
17,349
150
58
17,557
-11,025
-4,591
o
-4,591
-6,434

-6,434

-6,434
17,274
836
-565
387
17,349
150
433
12,166
-11,733

-11,733
06:01 01/17/2011
NOTES TO DETAILED.INCOME STATEMENT
($000)
United Western Bank
DOCKET:
DATA AS OF:
1st prior Qtr 2nd Prior Qtr
================= =================
Current Quarter
3rd Prior Qtr
Months in Period
3
201009
Memo: LARGEST COMPONENTS OF OTHER NONINTEREST
Other Nonlnterest Income Items:
Amount 234
Code (80489) 15
Amount 14
Code (80495) 99
Amount 150
Code (S0497) 99
Other Nonlnterest Expense Items:
Amount

Code (S0581)
Amount 851
Code (S0583) 99
Amount
1, 56f
Code (S0585)
SERVICING DATA:
142,803 Loans Serviced for Others
Loan Servo Fee Income 792
Servo by Others Expense 478
MUTUAL FUND & ANNUITY SALES:

0
0
ANALYSIS OF PERSONNEL EXPENSE:
End of Period FTEs-Actual # 161
Average # FTEs 162
Personnel Expense 4,093
ACCOUNTING CLASSIFICATIONS:
0
190,616
Assets He1d-4-Sale 262,246
Avg.TradingAccountAssets 0
Avg.Avai14SaleSecurities 181,417
Avg.AssetsHeld4Sale 274,570
Codes:
01 - No longer used
income tax refunds
3
201006
3
201003
=================
3
200912
INCOME AND OTHER NONINTEREST
EXPENSE
234
234
240
15
15
15
47
74
15
99
99
99
62
40
68
99
99
99
6,029
7,034
6,748
99
99
99
1,246
576
582
99
99
99
2,053
1,796
1,368
1
1
1
126,550
122,009
117,210
846
794
809
513
499
509
($000 During Period)
0
0
0
0
0
0
163
189
185
176
187
181
4,906
4,856
4,730
0
0

92,051
33,133
287,237
268,961
0
0

132,135
62,592
34,027
287,065
278,099
273,756
PAGE
4th Prior Qtr
======e==========
3
200909
239
15
13
99
42
99
6,491
99
949
99
988
1
110,644
836
503
0
0
177
176
5,109
0
34,921
278,551

36,641
281,543
03 - No longer used , , , , .
04 - Net income (loss) from or the quarters,future quarters and parking iots
05 - Net income (loss) from feal estate for lnyestment. .
06 - Net income (loss) from l.nvestments unconsoll.dated subordlnate organlzations and pass-through investments,
accounted for using the equity method, after the elimination of intercompany profits
07 - Net income (loss) from leased property
08 - Net income (loss) allocable to minofity shareholders .
09 - Net income from data processl.ng equlpment leased or serVl.ces provided to others
10 - No longer used
= acquired through foreclosure or deed in lieu of foreclosure on VA or FHA loans
pending conveyance to the insuring agency
13 - No longer used . .
14 - Income from interest-only strip recelvables and certaln other instruments reported on SC655
15 - Income from Corporation-owned Life Insurance
19 - Realized and unrealized gains on derivatives, where such gains are not included in interest income or expense
99 - Other '
S0581, S0583 and 80585:
01 - Deposit Insurance premiums
02 - OTS assessments
03 - Interest income on income taxes
04 - Interest expense on Treasury tax and loan accounts administered under the note option
05 - Forfeited commitment fees on FHLBank advances not taken down by the association
06 - Supervisory examination fees
07 - Office supplies, printing and postage
08 - Telephone, includl.ng data lines
09 - Noncapitalized loan origination expenses, including appraisal reports, credit reports, etc.
= prior periods
12 - Acquisition and organlzation costs, including mergers and branch office acquisitions
13 - Miscellaneous taxes other than income taxes and real estate taxes
14 - Losses from fraud
15 - Foreclosure expenses
16 - Web site expenses
17 - Charitable contributions
18 - Net Income allowable to minority shareholders
19 Realized and unrealized gains on derivatives, where such losses are not included in interest income or expense
99 - Other
868
DETAILED INCOME: STATEMENT
(t of Average Total Assets.of S&L, Annualized w/o Compounding)
06:01 01/17/2011
United Western Bank
PAGE 5
3rd Prior Qtr 4th Prior Qtr
--=-===-=- =--====--=-= -==--=---==-==== =--========--==- '"
S&L Pct S&L Pct
Grout> 5
S&L Pct S&L Pct
S&L Medl.an Pct
-==-= ==-=-== ==- = =====-= =-= =====- -==== =- _-==== ==-==r=" == =-= --=
Months in Period 3 3 3 3 3
YRMO, Period End 201009 201006 201003
200912 200909
DETAILED INCOME STATEMENT:
.08 48 .09 .08 56 .11 .07 61 Deposits & Invmt.Secur. .07 .09 .08 55 .07' .07 52
Mtge Backed Sec. .80 .40 69 .72 .50 66 .57 .42 57 .67 .40 57 .78 .52 64
Loans 2.75
2.82 44 2.49 2.82 35 2.15 2.94 16 2.38 2.99 24 2.74 3.10 37
tg Loan Servo Fees .00 .01 20 .00 .01 26 .00 .01 23 .01 .01 44 .00 .01 21
NonMtg commr.Ln&Lease .39 .22 65 .33 .20 56 .27 .21 55 .30 .21 58 .33 .20 62
. Commercial Loan Fees .00 .00 21 .00 .00 20 .00 .00 20 .00 .00 19 .00 .00 1-7
NonMtg Consm.Ln&Lease .02 .05 42 .02 .04 42 .02 .05 36 .02 ;06 33 .02 .06 32
Consumer Loan Fees .00 .00 17 .00 .00 18 .00 .00 18 .00 .0.0 18 .00 .00 18
NonMtg Loans, Total .41 .44 48 .35 .44 45 .29 .45 40 .32 .49 41 .35 .50 44
FHLB Stock Dividends .01 .00 69 .01 .00 65 .01 .00 62 .01 .00 62 .01 .01 58
Other Dividends .00 . .00 45 .00 .00 47 .00 .00 46 .00 .00 47 .00 .00 47
Subtotal of 1.1 4.06 4.39 36 3.67 4.42 15 3.12 4.57 6 3.47 4.67 7 3.94 4.81 14
.45 .90 13 .55 1.00 15 .54 1.08 11
on Escrows
.58 1.15 11 .63 1.31 11
.00 .00 92 .00 .00 91 .00 .00 93 .00 .00 85 .00 .00 83
Advances from FHLBank .18 .21 45 .15 .22 41 .15 .24 37 .32 .27 52 .38 .30 55
Subordinated Debentures .00 .00 47 .00 .00 47 .00 .00 47 .00 .00 47 .00 .00 47

.00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50
.20 .02 83 .16 .02 78 .13 .02 77 .14 .03 78 .15 .02 76
Less: Capitalized Int. .00 .00 48 .00 .00 48 .00 .00 48 .00 .00 48 .00 .00 48
Subtotal of 2.1 .84 1.23 19 .86 1.37 17 .82 1.47 15 1.04 1.51 15 1.16 1.76 16
3,1 Net Int.Before lEA Loss
3.22 3.03 60 2.81 3.02 .33 2.31 3.10 15 Provision: (1.1) - (2 .1) 2.43 3 .12 17 2.78 3.04 33
3.74 .50 92 ,84 .48 73 2.05 :48 85 Losses 2.19 .62 84 1.95 .53 80
-.52 2.32 9 1.97 2.37 30 .25 2.45 12 Provision: (3.1)-(3.2) .24 2.23 14 .83 2.18 19
4.0 Noninterest Income:
.15 .01 85 .14 .01 83 .11 .01 82
:01
Mtg Loan servo Fees .12 .01 80 .13 82
Serv Amort.&Value Adj -.08 .00 19 -.09 .00 13 -.08 .00 17 -.08 .00 16 -.09 .00 16
Other Fees and Charges .06 .37 12 ,06 .40 (12 .05 .36 10 .05 .42 11 .06 .40 12
Net Income (Loss) .From:
.00 .00 60 .00 .00 30 .00 .00 35 Sales:Assets Held4Sale .00 .00 32 .00 .00 28
Sales: Lns &LeasHeld4 Sale .20 .03 62 .25 .02 82 .08 .02 62 .09 .02 60 .20 .00 80
Sales:OthrAssetsHld4Sal .00 .00 50 .00 .00 49 .00 .00 50 .00 .00 48 .00 .00 50
OTT -3.57 .00 1 -.88 .00 1 -.60 .00 5 -3.10 .00 1 .00 .00 62
REO Operations& ales -.07 -.02 31 -.18 -.01 16 -.34. -.02 7 -.20 -.02 15 -.09 -.01 15
LOCOM Adj.Held4Sale -.13 .00 6 -.08 .00 7 -'.04 .00 7 -.03 .00 5 -.04 .00 5
Sale: SecurHeld2Mat .00 .00 50 .00 .00 51 .00 .00 50 .00 .00 49 .00 .00 50
Sale: LoansHeld4Inv .00 .00 48 .00 .00 48 .00 .00 47 .00 .00 48 .00 .00 50
Sale: OthAssets4Inv .00 .00 48 .00 .00 50 .00 .00 50 .00 .00 49 .00 .00 50
GainonTradingAssets .00 .00 44 .00 .00 49 .00 .00 48 .00 .00 47 .00 .00 51
Oth.Nonlnter.Income .08 .08 54 .06 .05 51 .05 .07 42 .05 .06 43 .05 .05 52
Subtotal of 4. 0 -3.37 .77 1 -.71 .60 1 -.77 ;63 1 -3.11 .55 1 .22 .61 20
5.1
.80 1.29 19 .81 1.27 18 .69 1.27 16 .70 1.28 14 .82 1.23 21
Expense
.15 .03 90 .06 .02 75 .05 .02 75 .08 .02 85 .09 .02 92
Of ice
.16 .45 12 .16 .43 12 .12 .43 8 .12 .45 8 .13 .44 8
Marketing & tho ro Serv .08 .13 27 .09 .13 27 .12 .12 52 .06 .13 15 .07 .12 24
Loan Servicing Fees .09 .00 96 .08 ;00 93 .07 .00 93 .08 .00 94 .08 .00 93
Oth.Nonlnterest Expense 1.87 .48 92 1.84 .44 92 1.54 . 44 91 1.42 .47 91 1.59 .45 94

3.15 2.58 69 3.05 2.54 67 2.59 2.63 47 2.45 2.54 44 2.79 2.49 62
.02 .01 63 .02 .01 63 .01 .01 62 .02 .01 64 .02 .01 69

.03 .00 81 .01 .00 71 .00 .00 75 .01 .00 71 .01 .00 78
3.20 2.64 67 3.07 2.56 65 2.60 2.69 46 2.48 2.63 .44 2.B2 2.57 57
6.0 Income Before Inc Taxes -7.09 .71 3 -1.82 .65 12 -3.12 .74 6 -5.34 .51 3 -1.77 .52 15
7.1 Income Taxes':
.06 .19 30 .02 .16 31 -.15 .16 13 Federal -.03 .15 29 -.74 .14 8
State, Local, and Other .00 -.02 29 .00 .01 25 .00 .02 25 .00 .00 37 .00 .01 31
Subtotal of 7.1 .06 .18 30 .02 .17 28 - .15 .22 13 -.03 .16 32 -.74 .15 10
.53 3 -1.84 .45 8 -2.97 .49 Income: (6.0)-(7.1) . -7.15 3 -5.30 .38 1 -1.03 .40 15
8.1 Extraord.lncome .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50
Netlnc t)Atrbl To Inst/Nct! -7.15 .53 3 -1.84 .45 8 -2.97 .49 3 -5.30 .38 1 -1.03 .40 15
Net Inc -)Atrbl To Noncntrol .00 .00 48 .00 .00 48 .00 .00 47 .00 .00 49 .00 .00 50
Netlnc -)Atrbl To Sav.lnst. -7.15 .53 3 -1.84 .45 8 -2.97 .49 3 -5.30 .38 1 -1.03 .40 15
3.22 3.03 60 2.81 3.02 33 2.31 3.10 15 2.43 Net Int.BeflEA LossProv
3.12 17 2.78 3.04 33
Mtg Loan Servicing Fees .15 .01 85 .14 .01 83 .11 .01 82 .12 .01 80 .13 .01 82
ServAmort.&Value Adj -.08 .00 19 -.09 .00 13 -.08 .00 17 -.08 .00 16 -.09 .00 16
Other Fees and Charges .06 .37 12 .06 .40 12 .05 .36 10 .05 .42 11 .06 .40 12
Less G & A Expense 3.15 2.58 69 3.05 2.54 67 2.59 2.63 47 2.45 2.54 44 2.79 2.49 62
Less Goodwill Expense .02 .01 63 .02 .01 63 .01 . 01
62 .02 .01 64 .02 .01 69
. Core Inc. Bef Provisns .18 1.05 14 -.15 1.05 8 -.22 1.02 11 .06 1.09 10 .07 1.07 8
LossProv . 3.77 .52 92 .85 .49 71 2.06 .51 83 2.20 .62 84 1.96 .56 80
Core Inc. Aft PrOVl.sns -3.59 .29 7 ,...1.00 .37 21 -2.27 .35 12 -2.14 .31 15 -1.89 .36 14
Profit:AssetsHeld4Sale .00 .00 60 .00 .00 30 .00 .00 35 .00 .00 32 .00 .00 28
Sale of Avai14Sale Secrties -3.59 .36 7 -1.00 .38 20 -2.27 .45 11 -2.14 .31 12 -1.89 .38 12
Avg Assets 2,050,401 2,423,089 2,828,324 2,711,820 2,486,797
869
. NOTES TO DETAILED INCOME STATEMENT
06:01 01/17/2011
United Western Bank
PAGE 6
Current Quarter 1st Prior Qtr 2nd Prior Qtr 3rd Prior Qtr
===========201009 ===========201003 ===========200912
4th Prior Qtr
=================
Memo: LARGEST COMPONENTS OF OTHER NONINTEREST INCOME AND OTHER NON INTEREST EXPENSE
Other NonInterest Income Items:
(% of Average Total Assets of S&L,
.05 .0459 .04 .04
Annualized
w/o Compounding)
15
Amount 52 .03
.03 51 .04
.03 55 .04
Code (S0489)
Amount .00 .00 43 .01 .00
15
55
99
83
99
.01
15
.01 56
99
.00 72
99
.00
15
.01 41 .00
Code (S0495)
Amount .03
Code (S0497)
Other NonInterest
Amount
Expense Items:
1.13
Code (S0581 )
Amount
Code (S0583)
Amount
Code (S0585)
SERVICING DATA:
Lns Serv for others/Assets
Loan Servo Fee Income
Fees % Avg. Servicing
Servo by Others Expense
Tot.AsstsMgd PropMutFnds
Fee Income-Sale&Servic.
.17
.30
6.96
.15
2.35
.09
.00
.00
Labor intensity .79
Salary & benefits level

Assets He1d-4-Sale
(.) Av .. TradingAccontAssets
TradingAssets Gain/Loss
Av.Avai14saleSecurity
(*) AV.AssetHld4Sale
Profit+LOCOM on H1d4S
See page 4 for Codes.
101.06
.00
9.30
12.79
.00
NA
8.85
13.39
-.25
99
.00 90
99
.13 95
99
.08 85
99
.06 92
1
3.46
.01
.25
.00
61
85
96
96
.00 47
.00 50
.01
1.00
.21
.34
5.74
.14
2.72
.08
.00
.12
.08
.06
93
99
92
99
93
1
3.61 58
.01 83
.25 94
.00 93
.01
.99
.08
.25
4.71
.11
2.66
.07
.13
.08
.06
92
99
48
99
90
1
3.85 52
.01 82
.25 98
.00 93
.01
1.00
.09
.20
4.68
.12
2.84
.08
(% Total Assets, Beginning of Period)
.00
.00
.00 47
.00 50
.00
.00
.00 46
.00 50
.00
.00
99
.00 80 .01
99
.14 94 1.04
99
.09 48 .15
99
.06 88 .16
4.36
.01
.25
.00
1
51
80
96
94
.00 46
.00 50
4.26
.13
3.23
.08
.00
.00
1. 78
77.84
(Avg. Full-Time Employees/$10 Million of Avg Asset)
16 .73 1.78 15 .66 1.82 15 .67' 1.77
s
14 .71
.00
11. 62
.21
.00
1. 81
11.82
.16
.00

47
44
91
47
NA
44
91
17
(% of Total Assets)
.00 .00 47 .00
7.81 11.30 41 3.56
13.01 .07 93 11.10
.00
11.00
.07
.00
(% of
.00 46 .00 .00
Avg. Trading Assets, not
.51 NA NA .14
46
28
95
.00
1.32
10.75
46 .00
Annualized).
NA NA
.00
10.77
.08
.00
.51
NA
(% of
5.45
(% of
Total Assets)
10.68 33 2.21
Total Assets)
10.75 23 1.25 10.63
46
20
93
46
NA
19
11. 85
(% of
-.17
.08 93 9.83
Avg. Assets Held
.02 16 -.09
.09 93 10.09 .11 93
for Sale, not Annualized)
.00 14 -.09 .00 22
870
.00
1.34
10.72
.00
NA
1. 47
11.32
-.09
200909
.03 61
15
.01 41
99
.00 78
99
.13 94
99
.07 84
99
.06 80
1
4.23
.01
.25
.00
51
82
98
93
.00 46
.00 50
1.83
74.05
.00
10.20
.08
.00
4.86
10.38
.21
1.07
15
88
46
20
93
46
NA
20
93
7
ANALYSIS OF NET INTEREST INCOME BEFORE PROVISION FOR lEA LOSSES: Composition of lEA & ICL
01/17/2011 06:01
, United Western Bank
DOCKET: 06679 TFR STATUS, COMPLETE
Current Quarter 1st Prior Qtr 2nd, Prior Qtr 3rd Prior Qtr
PAGE 7
4th Prior.Qtr
=--====2oiOo6 -=== 201003 =======2009U
YRMO, Period End ..
-=-===----
.. 200909
1. INTEREST EARNING ASSETS:
Net cash,Dep.,&Inv.\lec. !A11
Cash & Non-IE DePOS1ts A2
Accrued Int.Rec. (A3)
Subtot: (A=A1-A2-A3+A4)
Net MRS (B1)
Accrued Int.Receiv. (B2)
Total Allowances (B3)
Subtot: (B) = (B1-B2+B3)
Net Mtg Lns (C1)
Accrued Int.Receiv. (C21
Non-Accruing Mtg Lns !C3
Total Allowances,MTGLns C41
' Subtot: (C)=(C1-C2-C3+C4
Net NonMtg Lns ID1
Accrued Int.Receiv. D2)
Non-Accruing NonMtg Lns D3)
Total Allow.INOnMOrtLns D41
Subtot: (D =(D1-D2-D3+D4
EqlnvNtCarried@Fairval !EI
' Loan Servicing Rights F
Total lEA: (G)=(A+B+C+D+E+F
2. INTEREST COSTING LIABILITIES:
Deposits-Nonlnt.DemandD (HI
Advances from FHLBank (J
Subordinated Debentures (K

Total
Memo: Nonlnt. Demand Dep
(E-N)
2H:m
239
197,919

NA
407,617
1,126,,352
4,080
57,693
34,717
1,099,296
160,923
580
4,476
5,709
161,576
9,577
6,012
1,881,997
1,609,572
169,75
6
o
94,185
1,873,511
41,744
8,486
($000
($000
at End of Period)
305,309
13,983
279
291,047
425,628
1,581
NA
424,047

61: 272
35,668

569
3,821
4,918
160,665
9,513
6,289,
2,045,516'
at End of Period)
1,719,127
169,18
6
0
91,848
1,980,159
49,611
65,357
709,562

669,080
359,410
1,534
NA
357,876
1,225,710

31,616
1,195,508
155,236
533
4,029
4,083
154,757
9,450
2,
2,095,730
168,623
0
0
87,460
2,351,813
54,525
41,627
631,701
34,344
311
597,046
322,902
1,484
0
321,418
1,253,212
4,851
49,926
32,228
1,230,663
,160,670
537
3,126

9,388
7,344
2,326,070
1,981,373
180,60
6
0
79,855

84,235
616,165
22,609
287
593,269
36f:gn
o
361,300
1,317,585
4 936
38:090
26,49'8

565
565
2 008
165:220
12,311
7,191
2,440,948
1,939,180
216,636
o
o
79,440
2,235,256
120,078
3. NET lEA, lEA-ICL:
==-=-=,=-----=
=-===-=----=-== -=====-===-=== == ===--===

S&L Pct
4. lEA & ICL BALANCES:
S&L Pct S&L Pct S&L Pct 5&L Pct
====== === Tow p;;;iodj==== - ===
91.78 92.47 43 92.75 93.21 46 92.46 92.66 47 92.94 92.22 53
91.36 83.82 96 89.79 84:61 93 90.8S 84.68 95 89.58 84.55 88
93.91 ,93.56 53
86.00 '83.75 60
Total lEA
Total ICL
4.3 NON - ICL BALANCES:
Total Equity Capital
Other (Jjy diff.)
Total Non-ICL (TA-N)
5.90
2.74
8.64
10.55
4.11
16.18
3 7.25
28 2.97
3 10.21
10.41'11
4.69 30
15.39 6
6.44
2.71
9.15
10.12
4.05
15.32
6
33
5
7.53
2.90
10.42
9.97 12
4.14 32
15;45 11
8.72
5.28
14.00
9.69
4.67
16.25
29
55
39
4 6 NON - lEA BALANCES:
i!
Other (by diff.) 5.58 5.58 49 5.14 5.27 47 4.43 5.41 37 4.62,
1.35 56
.18 75
.00 42
5.52 38
7.78 46
.77 .92 43
.60 .18 70
.00 .00 42
4.72 4.96 44
6.09 6.44 46
Total Non-lEA (TA-E) 8.22 7.53 56 7.25 6.79 53 7.54 7.34 52 7.06
==--=============-==-=--=-========--====-==================-============---=-==
Current Quarter
1st Prior Qtr 2nd Prior Qtr 3rd Prior Qtr 4th Prior Qtr
:==========-=- ==-=== ===========--=====--== = === = ... ==-===---
3
201003
Months in Period 3
YRMO, Period End.... 201009
3
201006
,3
200909
5. AVERAGE 'INTEREST EARNING ASSETS:
Dep&Inv.Sec: (a1)=(avg of AI
Mtg Bckd SeC!b1)=!aVg Of B
244,483
415,832
1,126,626
($000 Average Balance
480,064
390,962
1,174,732
1,614,173
157,711
During Period)
633,063
339,647
1,213,086
1,559,279
595,158
341,359
1,265,860
1,568,901
162,716
459,031
377,342
1,317,342
1,733,419
168,358
Mtg Lns: c1)= avg of C
MBS&ML (bc)=(avg of BC
NonMtg Lns: (d1)=(avg of D
Eqtylnv Not SbjctFASB No115
Lns ser ' (F)
Total lEA: (gl)=(avg of E)
6. AVERAGE INTEREST COSTING
Deposits: (h1)=(avg of H)
FHLBank Adv: (j1)=(avg of J)
Subord.Debn: (k1)=(avg of K)
MtgCltrzdSec(ll)=(avg of Ll
OthBorrwing: (m1)=(avg of M
Total ICL: (n1)=(avg of N)

9,545
6,151
1,963,757

2,219,478
, 157,484
9,419
7,057
2,359,755
10,850
7,568
2,383,509
12,273
7,989
2,342,334
LIABILITIES: ($000 Average Balance During Period)
1,664,350 1,'907,429 2,038,552 1,960,277 1,896,939
169,46
5
168,90g 198,622 216,651
o 0 0 g 8
93,017 89,654 83,658 79,648 79,448
1,926,835 2,165,986 2,296,824 2,238,546 2,193,037
7. AVG. NET lEA:
(gl-n1) 36,922 53,492 62,931 144,964 149,297
==--- 5 =====-G;;;;;p-S- -=== 5 ,-- Groul? 5 .
8. AVG. lEA & IeL BALANCES:
Average Total lEA
Average Total,ICL
Average Net lEA
S&L Median Pct S&L Median Pct S&L Median Pct S&L Med1an Pct S&L Med1an Pct
=-- ===- === A;;;;9;=;oW"'A;s;ts'Ouring === === ===== ===== = .. -
95.77 92.99 78 ,91.60 92.79 33 83.43 92.66 6 87.89 91.64 14 94 19 93 30 58
93.97 84.60 98 89.39 84.75 90 81.21 84.27 25 82.55 83.49 38 ,88:19 85:32 74
1.80 8.61 14 2.21 8.17 13 2,23 7.86 11 5;35 7.88 21 6.00, 8.39 26
871
06:01 01/17/2011
OFFICE OF THRIFT SUPERVISION - MIDWEST.SUPERVISORY REGION
ANALYSIS OF NET INTEREST INCOME BEFORE PROVISION FOR LOSSES: yields
United Western Bank
and Spreads
PAGE B
=-=--====-==.-== ==---==-===-==- ===---====-===---
--= ==========---===
Months in Period
9. INTEREST & DIVIDEND INCOME FROM:
Deposits & Invmt.secur.(a2!
Mtge Backed Sec. !b2
Mtge Loans c2
NonMt9 Loans, Net (d2)
subtotal: (f2)=(a2+ .. +d2)
Dvd Eqtylnv NotSbictFASBl15
Total lEA: (g2)=(f2)
10. INTEREST EXPENSE ON:
Deposits (h2)
Escrows (i2!
Advances from FHLBank 2
subordinated
Mtg Collaterized secur.!12
Other Borrowed Money m2
subtotal, (n2)=(h2+ ... +m2)
Capitalized Interest (02)
Total ICL, (r2-n2-02)
3
201009
379
4,126
14,116

64
20,797

934
o
o
1,024
4,29g
4,290
($000
($OOO
3
201006
During
4,343
15,OB9

63
22,20B
During Period)
3,308
4
921
0
0
976
5,20
6
5,209
3 3 3
201003 200912 200909
791 621 452
4,029 4,552 4 B21
15,175 16,13B 17: 007
2,017 2,138
22,012 23,449
63 76 77
22,075 23,525 24,516
3, SloO
5
3,902
2
3, 921
1,05g 2,20
6
2,39
6
0 0 0
895 923 923
5,763
0
7, 023
5,763 7,02B 7,242
11. IMPACT OF lEA/ICL IMBALANCES:
NetlntBeflEALossProv{NIM)
Spread*AvglEA*Months/12
16,507
16,999 16,312 16,497 17,274
($000 During Period)
=(s2)=(g3-r3)*(gl)
Adj.if lEA<>ICL: (by diff.
16, 16, Ug 16, 16, 16,
=== =-===========-==- -===========-=-
S&L Pct S&L Pct S&L Pet S&L Pct . S&L Pct
12.. YIELDS ON AVERAGE lEA COOO=NENTS:=- -== = ====-= ==-- .===
Dep.&Invmt.Secur: (a3=a2/al) .62 1.17 28 .48 1.24 25 .50 1.32 25 .42 1.47 17 .39 1.62 16
Mtge Backed Sec !b3=b2/b1) 3.97 3.52 68 4.44 3.72 74 4.74 3.96 80 5.33 4.32 86 5.11 4.44 81
. Mtge Loans: c3=c2/c1) 5.01 5.59 21 5.14 5.55 19 5.00 5.56 19 5.10 5.6518 5.16 5.64 21
NonMtg Loans: d3=d2/dl) 5.24 5.82 28 5.43 5.86 35 5.12 5.89 28 5.26 5.99 28 5.13 6.0B 24
Equity Invest: e3=e2.el) 2.6B .63 71 2.66 .43 69 2.6B .73 67 2.BO .4B 67 2.51 1.22 63
(% Average Total lEAL Annualized w/o Compounding)
subtotal: (f3)=(f2/fl) 4.22 4.B2 21 3.99 4.85 15 3.13 4.95 B 3.94 5.15 10 4.17 5.23 10
lEA Yield (g3=g2/g1) 4.24 4.B5 21 4.00 4.B9 15 3.74 4.97 B 3.95 5.1B 10 4.19 5.23 10
13. YIELDS ON AVERAGE ICL COMPONENTS: (t of Various Liabilities, Annualized w/o Compounding)
Deposits: (h3-h2/h1!. 55 1. 29 10 .70 1. 36 12 .76 1. 51 11 .79 1.69 B B2
FHLBank Adv: (;3=;2/jl 2.19 3.44 22 2.19 3.69 14 2.45 3.66 13 4.40 3.71 B1 4:3B
Subord.Deben: (k3=k2/k1 NA 5.14 NA NA 5.05 NA NA 4.94 NA NA 5.09 NA NA
Mtg Cltrzd Sec.: 113=12/11) NA NA NA NA NA NA NA NA NA NA NA NA NA
Other Borrowing: m3=m2/ml) 4.37 2.57 BO 4.37 3.33 7B 4.34 2.49 77 4.60 2.51 B3 4.61
(t Average Total ICLL Annualized w/o
Subtotal: (n3)-(n2/nl) .B8 1.53 13 .96 1.63 15 1.u2 1.72 13 1.25 1.94 16 1.31
Capitalized Int. (03=02lnl) .00 .00 4B .00 .00 4B .00 .00 4B .00 .00 4B 00
COF w/o Cap. Int. (r3=r2lnl) .BB 1.53 13 .96 1.63 15 1.02 1.72 13 1.25 1.94 16 1'31
COF w/Cap. Int. : (r4=r3+03) . B8 1. 53 13 .96 1.63 15 1. 02 1. 72 13 1.25 1. 94 16 1: 31
Note: COF+Caplnt-Escrowlnt to &k
th
3.35 3.23 54
15. IMPACT OF lEA/ICL IMBALANCES:
Netlnt.Bef.lEALOSSProv(NIM) 3.22
spread*AV9.lEA= (g3-r3)*gl 3.21
Adj.if lEA<>ICL: (by diff.) .01
16. COMPOSITION OF AVG.
Dep and Inv Sec
Mtg Backed Sec
Mtg Loans
Non Mtg Loans
EqlnvNtCarried@FairVal
Lns ser

Subord. Deben.

lEA:
12.45
21.1B
57.37
B.20
.49
(F) .31
ICL:
B6.3B
B.BO
.00
.00
4.B3
3.03 60
2.95 63
.12 13
9.00 65
13.89 69
57.94 48
7.40

.90
.01 83
8B.23 43
8.44 51
.00 46
.. 00 50
1.37 72
(Yield Spreads)
3.04 3.10 43 2.72
Average Total Assets,
. Bl 3.02 33 2.31
2.7B 2.92 40 2.27
.02 .14 11 .03
i% of Average
2 .63 9.35 81 6.B3
17.62 13.23 61 14.39
52.93 57.71 40 51.41
7.11 7.24 48 6.67
.43 .86 22 .40
.29 .01 82 .30
of Average
8 .06 B7.69 B.76
7.80 8.10 46 7.60
.00 .00 46 .00
.00 .00 50 .00
4.14 1.10 66 3.64
872
3.22 30 2.70 3.19 24 2.88

2.78
2.87 17 2.38 2.97 19 2.71
.15 12 .06 .14 16 .07
7.94 85 24.97 6.56. B3 19.60
12.B7 53 14.32 12.97 53 16.11
59.17 35 53.11 59.54 38 56.24
8.36 46 6.83 B.34 46 7.19
.B8 21 .46 .91 25 .52
.01 81 .32 .01 80 .34 .
87.10 58 B7.57 B5.60 55 86.50
8.63 42 8.87 9.34 47 9.88
.00 46 .00 .00 46 .00
.00 50 .00 .00 50 .00
1.60 61 3.56 2.06 60 3.62
1.BB 7
3.Bl BO
5.26 NA
NA NA
2.61 B5
2.13 14
.00 48
2.13 14
2.13 14
Dist. COF)
NA NA
3.13 38
3.04 33
2.90 37
.16. 16
6.59 80
13.04 58
60.B6 44
8.21 47
.90 25
.02 82
85.16 55
10.51 47
.00 46
.00 50
1.67 58
06: 01 01/17/2011
OFFICE.OF THRIFT SUPERVISION - MIDWEST SUPERVISORY REGION
DETAILED BALANCE SHEET: ASSETS, Part 1 of 2
($000 Balance at End of Period)
United Western Bank
PAGE 9
Current 1st Prior Qtr _ ..2!=-..
YRMO, Period End .
DETAILED BALANCE SHEET ASSETS:

USGov&Agency Securities
Sec. Subject to FASB 115
Int.-EarningDep.inFHLBs
Other Int.-EarningDep.
Fed Funds Sold&Repos
State &Muni Obligations
Securties Bkd NonMort Lns
Other Invest.Securities
subtotal,IEDep&MiscSec.
Accrued Int.Receivable
subtotal of L 1
2.2 Mortgage Bckd.Secur.
Pass Through:

by FNMA/FHLMC/GNMA
Collaterized by MBS
Other
subtotal Other MBS
Accrued Int. Receivable
General Allowances
subtotal of 2.2
Loans:
1-4 Dwelling Units
5+ Dwelling units
subtotal, Res.Property
Non-Res.Property Constr.
Subtot., Gross Constr.Lns
Residential Permanent Mortgages:
1-4 Dwelling Units:

Secured by First Liens
Secured by Junior Liens:
Subtotal,1-4 Units
5+ Dwelling units
Non-Res. (Except Land)
Land Perm. Mort. .
Subtotal, Permanent Mtg.
Gross Subtotal of Mtg Lns
Accrued Inter.Receivable
Advances for Taxes&!nsur.
ALLL
subtotal of 2 . .6
3.1 Nonmortgage Loans
Commercial Loans:
Secured, Oth.than Mtgs
Unsecured
Credit Card Loans - Bus
Financing Leases
subtotal, Commercial Lns
Consumer Lns: Closed-End
Loans on Deposit.s
Home Improvement Loans
Education Loans
Auto Loans
Mobile Home Loans
Credit Cards
Other, Including Leases
Consumer Loans: subtotal

ALLL
Subtotal of 3.1
201009 201006 201003
14,697
41,649
o
87
156,15g
o
o
25
156,270
239
212,855
23,583
65,ii77
89,260

149,675
318,357
1,542
NA
409,159
64,550

30,560
118,740
17,450
297,986

43,456
360,428
603,445
73,749
1,037,622
1,156,362
4,080
627 .
34,717
1,126,352
146,666
9,858
.
631
157,155
3,146
o
591
83

5,077
8,897

5,709
160,923
13,983
42,842

84
248,093

28
248,205
279
305,309
9,874
80,274
90,148
158,108

175,791
333,899
1,581
NA
425,628
73,135
28,478
101,613
55,895
157,508
17,530'
313,394
1,544
332,468
45,018
377,486
592,797
87,308
1,057,591

128
35,668
1,184,196
145,665
8,724
.
674
155,063
3,174

674
86

5,489
9,423
164,486
569
4,918
160,137
873
40,143
43,989

34
625,028

29
625,091
339
709,562

169;829
o
o
188,047
188,047
1,534
NA
359,410
82,353
33,308
115,661
69,673
185,334
17,873
328,275

38 920
386;615
590,557
89;625
1,066,797
1,252,131
4,.994
201
31,616
1,225,710
139,677
8,807

713
149,197
200912
34,344
45,295
o
52
551,66g

31
551,751
311
631,701

116,731

o

1,484

322,902

141: 081
108,923
250,004
18,325
330,658

36,773
387,354
550,209
92,230
1,029,793
1,279,797
4,851
792
32,228
1,253,212

NA
766
153,337
3,51
6
o
781
89

5,611
10,000
163,337
537
3,204
160,670
200909
22,609
47,305
4,
541,307

36
545,964
287
616,165
'12,660
121,765
134,425

o
226,875

362,871
111,966
46,572
158,538
117,877
276,415
18,392
341,102
1,587
361,081
40,948
402,029
561,506
98,465
1,062,000

732
26,498
1,317,585
146,006
11,586
NA
827
158,419
874

BOB
91
0'
5,593
7,366
165,7B5
565
2,008
164,342
06: 01 01/17/2011
United Western Bank
DATA AS OF: 01/17 /2011 CMR STATUS: COMPLETE
3rd Prior Qtr
================= ================= =================
====---==========
YRMO, Period End .... 201009 201006 201003
200912
4.0 Net Repossessions
Repossessed Assets:
3,927 3,090 9,184 Construction 8,643
1-4 Dwelling units 2,095 2,129 2,711
2,280
5+ Dwelling Units 0

1,175
1,360
Nonresidential
6,347 4,838 5,653
1,009
Land
11,487 4,163 3,033
3,058
USGov Guar or Ins REO 3,169 2,415 2,320
2,360
Subtotal, REO
27,025 16,635 24,076
18,710
other Repossessions 0 0 0
0

27,025 16,635 24,076
18,710
0 0 0
0
Net Repossessed Assets 27,025 16,635 24,076
18,710
Real Est. Held4Investmt

0 0
0
Net Repos'ns & REI
27,025 16,635 24,076
18,710
No115
9,577 9,513 9,450
9,388
9, 573
9,513 9,450
9,388
Other 0 0
0
5.5 Office Premises and Eq. 22,053 22,285 22,568
22,774
5.8 Other ASsets
82,707 81,645 82,691
83,370
Bank Owned Life Insurance:
Life Insurance
0 0 0
0
26,883 26,649 26,415
26,182
Intangible Assets
Servicing Assets On:
5,844 6,157 6,650 Mortgage Loans
7,215
Non-Mortgage Loans 168 132 119
129
Goodwill and Oth.Intang. 517 609 662
760
10 Strip Rec.SOth Instrum 0 0 0
0
Other Assets
49,916 48,678 49,495
49,734
General Allowance 621 580 650
650
TOTAL ASSETS
2,050,651 2,205,348 2,588,703
2,502,727
Memo: Loans in Pr9cess on:
7,6H
8,083 13,196 Mortg. Loans
23,605
Other Mortg. Loans 63 68
204
Total Mortg. Loans 7,633 8,146 13,264
23,809
Nonmortgage Loans
734 1,019 0
63
Memo: Detail of Other Assets:
of Other ASsets)
Amount
24,711 23,842
19,864
Code (SC691) 3 3 3
3
Amount
5,291 5,731 5,903
5,551
Code (SC693 ) 9 9 9
9
Amount
11,007 11,442 13,806
16,441
Code (SC697 ) 4 4 4
4
COMMITMENTS OUTSTANDING:
($000 at End of Period) To Originate:
1-4 Mortgages 0 0

0
5+ Mortgages 0 0 0
0
All Other RE
42,542 32,964 30,387
29,637
Non-Mortgage Loans 8,444 11,145 12,866
4,441
To Purchase:
0 0 0 Loans
0
MBS
0 0 0
0
Inv. securities 0 0 0
0
To Sell:
0 0 0 Loans
0
MBS

0 0
0
Inv. Securities 0 0 0
0
874
PAGE 10
4th Prior Qtr
=================
200909
6,897
2,957

1,241
2,230
2,236
15,561

15,561
0
15,561
0
15,561
12,311
12,311
0
22,992
87,424
0
25,942
7,699
92
844
0
53,509
662
2,599,251
42,782
783
43,565
123
21,998
3
10,646
14
12,307
4
0
0
30,682
3,491
0
0
0
0
0
0
06:01 01/17/2011
. 5-QUARTER UTPR REPORT FOR QUARTER ENDED 201009
DETAILED BALANCE SHEET: LIABILITIES & CAPITAL
United western Bank
DATA AS OF: 01/17/2011 CMRSTATUS: COMPLETE
Current Quarter 1st Prior Qtr 2nd Prior Qtr 3rd
YRMO, Period End.... 201003. =-
DETAILED BALANCE SHEET LIABILITIES .& CAPITAL:
7.1 Deposits and Escrows:
Deposits*"
Escrows*
Subtotal of 7.1
7.15 Unamortized Yld Adj
7 .2 Borrowings: .
Reverse REPOs+FFunds Pur*
Mt9Collaterizedsec.Issued
All Other Borrowings
subtotal of 7.2
7.5 Other Liabilities:
Accrued Int.payable:Depos
Accruea Int.payab1e:Other
Accrued Taxes
Deferred Income'Taxes
AccntsPay. ,Oth.L .. &Def. Inc
subtotal of 7.5
TOTAL LIABILITIES
8.0 Total Equity Capital:
Perpetual Preferred Stock
Cumul. Perp. Prefstk

Paid in Excess of Par .
Retained Earnings
Accum Oth. Compo Income
Unrea1Gain/Loss Avai14Sal
Gains/Loss Cash Flow Hdg
Other
Other components
Subtotal .
NonCtrl Int.Consl.Sub
TOTAL LIABIL.+ EQUITY CAP.
Memo: Equity - Goodwill
SUPPLEMENTAL DEPOSIT DATA:
Accnts w/Bal belw InsLimt
Accnts w/Bal abve InsLimt
AvgBal DepAct belw InsLimit
AvgBa1 DepAct abve InsLimit
AvgBal: All Deposit Accts
BrokrOrigDep, Fulllnsurd<100
BrokrORigDeP,FUltInSrd1-?5K
Other BrokerOr1g.Depos1ts
Total Broker Orig.Deposits
IntExp FullInsrd
IntExp on Oth BrokerDepos1t
Uninsured Deposits
Insured Deposits
Preferred Deposits

AvgDailyDep FullInsrdBrkrDe
AvgDailyDep Other Broker De
i,529,079
122,250
1,651,329
-13
169,754
85,78
6
o
8,404
263,939
774
390
347
o
12,925
14,436
1,929,691
o
o
o
113
165,116
-37,693

o
o
o
120,955
5
120,960
2,050,651
120,443
(Average
1,004,890
647,213
117,257
4,689,949
189,722
10,176
41, 738
51,906
482

26,830
1,624,48g
16,071
41,744
89,37
6
Memo: Detail of Other Liabilities:
3,376
5
798
16
1,532
22
Amount
Code
Amount
Code
Amount
Code
(SC791)
(SC794)
(SC797)
CONTINGENT LIABILITIES:
Unused Lines of Credit:
Open-End Consumer Lines
Commercial Lines
Letters of Credit:
Commercial
1,452
38,379
1,642,307
126,468
1,768,775
-37
169,184
79,56
5
0
12,283
261,032
1,600
409
184
0

2,045,567
0
0
0
113
164,961
-1,035
-4,263
-4,26
6
0
0
159,776
5
159,781
2,205,348
159,172
Deposits in

114,046
3,282,498
187,560
65,720
100, 468
166,188
997
0
49,625
1,719,11
6

242, 638
3,517
5
846
16

1,430
46,293
0
Obligations & Direct
Total Principal
o
6,070
Credit Substitutes:
130,057
125,483
6,070
254,442
249,579
Direct Creait Sub.
Recourse Obligations
Amt whr Recourse<=120Days
Other Contingent Liab.
:::;stfts from FDIC-insured
4,574
3,983
.592

SUbsidiaries
. 4,863
4,219
644
0
0
875
2,014,481
135,919
2,150,400
-145
168,623
79,963
0
0
7,497
256,083
1,328
390
272
0
13,745
15,735
2,422,073
0
0
0
113
161,832
10,110
-5,430
-5,430
0
0
0
166,625
5
166,630
2,588,703
165,968
Real Dollars)
1,241,749
909,979
130,959
1,619,180
214,230
125,486
148,088
0
273,574
1,557
0
48,441
2,101,814
0
25,136
54,525
403,868
0
3,657
5
8eO
16
1,578
22
2,205
46,540
0
7,209
172,450
167,386
5,064
4,419
645
0
0
PAGE 11
Prior Qtr 4th Prior Qtr
--=-==--===
200912 200909
1,892,827
144,469
2,037,296
1,953,157
106,377
2,059,534
-266 -276
180,607
78,635
0
216,636
78,51
6
0

1,220 927
260,462 296,076
1,004 748
915

456
0 .0
14,504
16,879
15,018
17,235
2,314,371 2,372,569

0
0 0
113 113
161,660
31,125
:i:5H
0

-1,999
-1,99
6

0
O

188,351
5
226,677
5
188,356 226,682
2,502,"727 2,599,251
187,596 225,838

821,514
1,238,768
127,725 91,841
1,887,366 3,450,607
220,048 221,440
575,648 264; 075
NA NA
0 0
575,648 264,075
NA NA
NA NA
399,613 . 324,825
1,637,417 1,734,433
0 0
NA NA
55,657 120,078
NA NA
NA NA
3,798
5

906 992 .
16 16
1,296 850
22 22
2,380 2 546
42,650 44:815
0 0
8,471 8,783
228,639
7, 12fi
222,570
6,069 7,129
4,246 5,909
1,074 1,220

(% of Total Assets at End of Period)
06:01 01/17/2011
United western Bank
PAGE 12
AS OF: 01/17/2011 CMR STATUS: COMPLETE
Current Quarter 1st Prior Qtr Prior Qtr 3rd Prior Qtr 4th Prior Qtr

===-,."..,..:::i:&:=
Groul? 5
S&L MedJ.an Pct S&L Pct
GroUI? 5
S&L " MedJ.an Pct S&L Pct S&L Pct
===-= ==-===== ==== ==-= ======-= ===- .=-== ==-= =- = ==--== ==- ====-- == -
YRMO, Period End .
201009 201006 201003 20"0912 200909
1.1 CaSh,De. &Inv.Secur.:
Cash &Non-
.72 .83 39 .63 .85 35 1.55 .84 82 1.37 1.05 64 .87 .85 51
USGov&Agency securities
2.03 1.02 63 1.94 1.08 58 1.70 1.19 53 1.81 .69 60 1.82 .62 66
Sec. subject to FASB 115
.00 .00 27 .00 .00 26 .00 .00 26 .00 .00 26 .00 .00 25
.00 .04 28 .00 .05 23 .00 .04 22 .00 .04 24 .18 .02 71
7.62 2.21 74 11.25 2.19 86 24.14 2.36 96 22.04 .66 96 20.83 .69 96
Fed Funds Sold&Repos *
.00 .00 36 .00 .00 35 .00 .00 35 .00 .00 32 .00 .00 33
.00 .07 18 .00 .03 21 .00 .01 23 .00 .02 23 .00 .02 23
.00 .00 44 .00 .00 44 .00 .00 43 .00 .00 44 .00 .00 44
.00 .11 40 .00 .01 42 .00 .01 42 .00 .02 41 .00 .01 44
Subtotal, IEDep&MiscSec."
7.62 5.08 62 11.25 5.44 75 24.15 5.52 93 22.05 3.89 93 21.00 4.03 91
.01 .02 42 .01 .01 48 .01 .02 45 .01 .01 47 .01 .01 47
subtotal of 1. 1
10.38 10.20 53 13.84 9.70 65 27.41 9.76 86 25.24 8.10 85 23.71 7.64 84
Pass Through:
1.15 4.87 26 .45 4.35 25 3.10 4.45 36 .49 5.02 20
Guaranteed By USGov/Ag.
.49 4.73 20
oth PassThru Securities
3.20 .00 97 3.64 .00 97 3.46 .00 97 4.18 .00 97 4.68 .00 97
subtotal pass Throu9h
4.35 "4.87 44 4.09 4.65 45 6.56 "5.10 60 4.66 5.02 46 5.17 4.95 52
Other MortBkd SecuritJ.es
8.23 .01 81 7.17 .02 81 .00 .00 26 .00
by FNMA/FHLMC/GNMA "
.00 26 .00 .00 27
Collaterized by MBS
.00 .00 33 .00 .00 36 .00 .00 36 .00 .00 37 .00 .00 37
Other
7.30 .00 87 7.97 .00 88 7.26 .00 87 8.18 .00 87 8.73 .00 88
Subtotal Other MBS
15.52 2.08 85 15.14 '1.89 81 7.26 1.77 65 8.18 1.51 69 8.73 1.47 71
.08 .05 69 .07 .05 65 .06 .03 60 .06 ."04 57 .06 .04 61
General Allowances
NA NA NA NA NA NA NA NA NA .00 .00 50 .00 .00 50
Subtotal of 2.2
19.95 11.55 71 19.30 12.21 65 13.88 11.18 56 12.90 11.31 53 13.96 11.82 56

Loans:
1-4 Dwelling Units
3.15 .40 93 3.32 .37 95 3.18 .48 90 3.89 .60 93 4.31 .68 93
5+ Dwelling Units
1.15 .06 95 1.29 .09 95 1.29 .08 93 1.74 .08 96 1.79 .08 96

4.30 .64 97 4.61 .67 96 4.47 .74 95 5.64 .82 96 6.10 .98 96
1.49 .31 86 2.53 .44 91 2.69 .61 90 4.35 .61 96 4.54 .72 94
5.79 1.04 93 7.14 1.33 95 7.16 1.77 95 9.99 1.82 96 10.63 1.87 94
1-4 Dwelling units:
2:50 31 .79 2.51 28 .69 2.52 27
Revol"ving,Open-EndLns .85
.73 2.53 28 .71 2.44 28
All Other
14.53 21.41 32 14.21 21.14 30 12.68 21.40 28 13.21 21.86
Secured First Liens
32 13.12 22.21 30
Secured br unior Liens:
.07 1.08 15 .07 1.06 15 .06 1.14 12 .06 1.24 12 .06 1.33 11
Subtota ,1-4 Units
15.46 25.96 19 15.08 27.62 17 13.43 27.76 15 14.01 29.62 16 13.89 29.86 16
5+ Dwelling
2.12 1.48 57 2.04 1.52 55 1.50 1.55 47 1.47 1.47 50 1.58 1.49 51
subtotal, Re .Property
17.58 36.97 20 17.12 37.64 n 14.93 38.17 12 15.48 37.93 15 15.47 38.67 15
29.43 12.73 95 26.88 12.36 91 22.81 13.16 87 21.98 12.81 83 21.60 i2.80 84
Land Perm. Mort.
3.60 .86 80 3.96 .92 80 3.46 1.14 77 3.69 .88 78 3.79 .89 79
subtotal,
Permanent Mtg.
50.60 53.56 44 47.96 53.13 38 41.21 52.71 25 41.15 53.54 25 40.86 53.29 25
Gross Subtotal of Mtg"LnS
56.39 55.97 50 55.10 54.39 51 48.37 54.78 33 51.14 39 51.49 57.02 42
.20 .19 54 .21 .20 55 .19 .20 46 .19 .20 46 .19 .21 43
Advances for Taxes&Insur.
.03 .00 "80 .01 .00 65 .01 .00 70 .03 .00 84 .03 .00 82
ALLL
1.69 .59 90 1.62 .60 86 1.22 .60 78 1.29 .56" 87 1.02 .55 83
Subtotal of 2.6
54.93 55.05 49 53.70 53.85 48 47.35 54.52 33 50.07 55.75 39 50.69 57.06 42
3.1 Nortmortgage Loans
commercial Loans:
7.15 2.61 80 6.61 2.15 76 5.40 2.48 71 5.77 2.32 71
5.62 1.86 71
Unsecured
.48 .26 65 .40 .20 61 .34 .21 57 .33 .26 53 .45 .22 61
.00 .00 43 .00 .00 43 .00 .00 42 NA NA NA NA NA NA
Financing Lea"ses
.03 .00 87 .03 .00 88 .03 .00 86 .03 .00 85 .03 .00 88
Subtotal ,Commercial Lns 7.66 4.04 71 7.03 4.05 67 5.76 4.31 61 6.13 3.66 64 6.09 3.56 64
.15 .03 84 .14 .04 85 .12 .04 83
Loans on Deposits
.14 .04 84 .03 .04 46
.00 .00 41 .00 .00 40 .00 .00 39 .00 .00 39 .00 .00 41
Education Loans"
.00 .00 41 .00 .00 42 .00 .00 42 .00 .00 41 .00 .00 40
Auto Loans
.03 .04 46 .03 .04 48 .03 .04 47 .03 .04 48 .03 .04 46
Mobile Home Loans
.00 .00 74 .00 .00 77 .00 .00 75 .00 .00 75 .00 .00 75
Credit Cards
.00

36 .00 .00 '37 .00 .00 36 .00 .00 35 .00 .00 35
Other", Including Leases
.25 54 .25 .17 52 .21 .21 50 .22 .13 52 .22 .13 53
Consumer Loans: SUbtotal
.43 .56 44 .43 .59 47 .37 .69 45 .40 .72 44 .28 .77 39
subtotal, NonMtg Loans
8.10 6.92 54 7.46 6.87 53 6.13 7.08 45 6.53 7.41 46 6.38 7.79 47
Accrued +nt.Receivable
.03 .03 49 ' .03 .03 45 .{)2 .03 41 .02 .03 42 .02 .03 44
ALLL
.28 .15 68 .22 .13 62 .16 .13 55 .13 .13 48 .08 .11 37
Subtotal of 3.1
7.85 6.79 53 7.26 6.83 53 6.00 7.00 45 6.42 7.35 46 6.32 7.72 47
876
. 06:01 01/17/2011
United Western Bank
DOCKET: 06679 TFR STATUS:
DATA AS OF: 01/17/2011 CMR STATUS:
COMPLETE
COMPLETE
PAGE 13
Current QUarter 1st Prior Qtr 2nd Prior Qtr 3rd Prior Qtr 4th Prior Qtr
===-===-=
YRMO, Period End .
S&L Pct S&L Pct S&L Pct S&L Pct S&L Pct
2'Oi'Oo9 - 201006 - 201003 == --- '20'09i2 == =-= 200909
4.0 Net Repossessions &REI:

1-4 Dwelling Units
5+ Dwelling Units
Nonresj,dential
Land
USGov Guar or Ins REO
subtotal, REO .
Other

Net Repossessed Assets
Net Repos'ns & REI
5.1 EqlnvNtSbjctFASB Nol15
FHLBank Stock
Other
5.5 Office Premises and Eq.
5.8 Other Assets
Bank OWned Life Insurance:
Life Insurance
Intangible Assets
servicing Assets On:
Mortgage Loans
Non-Mortgage Loans
Goodwill and Oth.Intang.
10 Strip Rec.&Oth Instrum
Other Assets
General Allowanc.e
.19
.10
.00
.31
.56
.15
1.32
.00
1.32
.00
1.32
.00
1.32
.47
.47
.00
1.08
4.03
.00
1.31
.28
.01
.03
.00
2.43
.03
.00 87
.10 55
.00 36
.02 B7
.01 90
.00 93
.21 B7
.00 34
.24 B7
.00 4B
.24 B7
.00 42
.24 87
.78 25
.76 26
.00 31
.99 51
3.04 66
.00 37
.00 71
.01 83
.00 98
.09 40
.00 4B
1.21 79
.00 98
.14
.10
.00
.22
.19
.11
.75
.00
.75
.00
.75
.00
.75
.43
.43
;00
1.01
3;70
.00
1.21
.2B
.01
.03
.00
2.21
.03
.00 86
.08 56
.00 35
;02 87
.02 77
.00 95
.20 75
.00 35
.21 75
.00 48
.21 75
.00 44
.21 73
.79 26
.77 28
.00 32
.98 51
2.8B 60
.00 38
.00 70
.35
.10
.05
.22
.12
.09
.93
.00
.93
.00
:65
.93
.37
.37
.00
.B7
3.19
.00
1.02
.01
.00
.09
.00
82 .26'
1.20
.00
98 .00
42 .03
48 .00
80 1. 91
97 .03
.00
.08
.00
.01
.03
.00
.28
.00
.28
.00
.28
.00
.28
.78
.78
.00
1.01
3.18
.. 00
.00
.01
.00
.09
.00
1.28
.00
95
56
82
85
70
97
80
34
7B
48
7B
43
77
20
21
32
36
52
38
66

.09
.05
.04
.12
.09
.75
.00
.75
.00
.75
.00
.75
.38
.38
.00
.91
3.33
.00
1.05
81 .29
98 .01
42 .03
48. .00
75 1. 99
98 .03
.00 94
.04 61
.00 85
.01 56
.01 73
.00 98
.18 75
.00 33
.18 75
.00 48
.18 75
.00 42
.18 74
.78 20
.78 20
.00 32
1.03 41
3.04 55
.00 37
.00 67
.01 80
.00 98
.09 43
.00 48
1.26 76
.00 98
.27
.11
.00
.05
.09
.09
.60
.00
.60
.00
.60
.00
.60
.47
.47
.00
.88
3.36
.00
1.00
.30.
.00
.03
.00
2.06
.03
.00 92
.05 66
.00 39
.00 69
.00 73
.00 98
.18 70
.00 33
.18 70
.00 48
.18 70
.00 42
.18 69
.80 25
.79 28
.00 32
1.02 39
2.64 65
.00 37
.00 67
.01 80
.00 98
.07 46
.00 48
.81 82
.00 98
TOTAL ASSETS
100.00 100.00 50 100.00 100.00 50 100.00 100.00 50 100.00 100.00 50 100.00 100.00 50
Memo: Loans in Proc.ess on:
Mortg. Construction Loans
Other Mortg. Loans
Total Mortg. Loans
Nonmortgage Loans
.37
.00
,37
.04
.37
.00
.49
.00
51
4B
45
67
.37
.00
.37
.05
.34 51 .51
.00 50 .00
.51 45 .51
.00 67 .00
Memo: Detail of Other Assets: (Largest c803mpon1e.n1t2s
Amount' 1.28 .40
of Other Assets)
.44 83 .92
Code (SC691) 26 29
(SC693) .' 9
Amount .54 .20 86
Code (SC697) 4
To originate:
1-4 Mortgages
5+ Mortgages
All Other RE
Non-Mortgage Loans
Net Purch (Sale) commit.
.00
.00
2.07
.41
.00
.61 6
.00 35
.12 98
.00 80
-.09 71
3
.26 .29 41 .23
9
.52 .17 83 .53
4
(% 'Total Assets,
.00 .52 5
.00 .00 33
1.49 .21 93
.51 .00 78
.00 -.04 70
877
End of
.00
.00
1.17
.50
.00
.39
.00
.55
.00
.48
.35
.14
52
50
48
30
76
3
31
9
86
4
Period)
.34 6
.00 31
.13 88
.03 85
.00 65
.94
.01
.95
.00
.79
.22
.66
.00
.00
1.18
.18
.00
.51 65
.01 50
.76 56
.00 62
.47 78
3
.31 41
9
.15 88
4
.37
.00
.16
.00
-.01
5
32
88
71
68
1.65'
.03
1.68
.00
.85
.41
.47
.00
.00
1.18
.13
.00
.68
.02
.79
.00
.39
.13
.07
.39
.00
.12
.01
-.01
79
51
73
62
76
3
80
14
85
4
5
30
87
62
67
(% of Total Liabil. & Cap. at End of Period)
06:01 01/17/2011
United Western Bank
================= ===--============= =================
S&L Pet
201009
DETAILED BALANCE SHEET LIABILITIES & CAPITAL:
Deposits*
Escrows*
Subtotal of 7.1
7.15 Unamortized Yld Adj
7.2 Borrowings:

Subtotal of 7.2

Accrued Taxes
Deferred Income Taxes
AccntsPay. ,Oth. L. &Def . Inc
Subtotal of 7.3
TOTAL LIABILITIES
74.57
5.96
80.53
.00
8.28
4.18
.00
.00
.41
12.87
.04
.02
.02
.00
.63
.70
94.10
76.74
.26
77.23
.00
6.32
.24
.00
.00
.00
9.73
.02
.02
.03
.00
.64
.87
89.45
Perpetual Preferred Stock .00 .00
cumul. Perp .. Prefstk .00.00
:88
Paid in Excess of Par 8.05 5.87
Retained Earnings -1.84 4.48
Aceum Oth. Compo Income -.32 .02
UnrealGain/Loss. Avai14Sal -.32 .04
Gains/Loss Cash Flow Hdg .00 .00
Other .00 .00
Other Components .00 10:gg
5: 68 .00
Total Equity capital 5.90 10.55
42
96
68
16
59
77
46
50
74
62
69
51
39
36
48
33
96
46
50
46
71
71
13
9
7
51
65
59
6
86
3
S&L Pet
201006
74.47
5.73
80.20
.00
7.67
3.61
.00
.00
.56
11. 84
.07
.02
.01
.00
.62
.72
92.75
.00
.00
.00
.01
7.48
-.05
-.19
-.19
.00
.00
.00
7.24
.00
7.25
76.41
.23
76.95
.00
7.42
.00
.00
.00
.00
9.66
.02
.02
.03
.00
.58
.74
89.59
.00
.00
.00
.00
5.67
4.53
.02
.05
.00
.00
.00
10.41
.00
10.41
42
98
65
16
53
75
46
50
77
60
73
42
33
37
60
45
88
46
50
46
68
65
18
15
11
53
64
60
11
86
11
S&L Pet
201003
77.82
5.25
83.07
-.01
6.51
3.09
.00
.00
.29
9.89
.05
.02
.01
.00
.53
.61
93.56
.00
.00
.00
.00
6.25
.39
-.21
-.21
.00
.00
.00
6.44
.00
6.44
76.70
.24
77.17
.00
6.78
.00
.00
.00
.00
10.10
.03
.02
.05
.00
.54
.76
89.88
.00
.00
.00
.00
5.41
4.64
.00
.01
.00
.00
.00
10.12
.00
10.12
57
98
81
16
47
71
46
50
73
45
70
41
32
38
48
32
93
47
50
47
68
56
18
17
11
52
65
59
7
86
6
3rd Prior Qtr
===-=--=====
S&L Pet
200912
75.63
5.77
81. 40
-.01
7.22
3.14
.00
.00
.05
10.41
.04
.04
.02
.00
.58
.67
92.47
.00
.00
.00
.00
6.46
1. 24
-.18
-.18
.00
.00
.00
7.53
.00
7.53
75.63
.23
76.76
.00
8.02
.00
.00
.00
.01
10.72
.03
.03
.04
.00
.60
.81
90.03
50
97
75
14
46
75
46
50
56
48
60
55
42
39
48
39
87
.00 46
.00 50
.00 46
.00 67
5.11 60
4.58 23
.00 23
.01 16
.00 52
.00 65
.00 58
9.97 12
.00 85
9.97 12
PAGE 14
4th Prior Qtr
=================
S&L Pet
200909
75.14
4.09
79.24
-.01
8.33
3.02
.00
.00
.04
11.39
.03
.04
.02
.00
.58
.66
91.28
.00
.00
.00
.00
6.21
2.58
-.08
-.08
.00
.00
.00
8.72
.00
8.72
74.44
.25
74.99
.00
8.03
.00
.00
.00
.02
11.65
.04
.03
.04
.00
.60
.87
90.31
55
97
65
12
51
73
46
50
53
48
47
57
35
37
47
33
70
.00 47
.00 50
.00 47
.00 67
5.07 57
4.50 29
.01 32
.02 20
.00 52
.00 66
.00 58
9.69 29
.00 85
9.69 29
TOTAL LIABIL.+ EQUITY CAP. 100.00 100.00
5.87 9.77
50 100.00 100.00 50 100.00 100.00 50
4 7.22 9.68 11 6.41 9.21 6
60.59 17
100.00 100.00 50 100.00 100.00 50
7.50 9.33 14 8.69 9.12 41
Accnts w/Bal belw InsLimt 49.00 59.68
Aecnts w/Bal abve InsLimt 31.56 14.29
AvgBal DepAct belw InsLimitl17.26 13.04
AvgBal DepAct abve InsLimit4689.95 639.51
AvgBal: All Deposit Acets 189.72 16.91
BrokrOrigDep,FuIIInsurd<100 .50 .05
BrokrORigDep,Fulllnsrd1-25K 2.03 .00
Other BrokerOrig.Deposits .00 .00
Total Broker Orig.Deposits 2.53 .61
IntExp FullInsrd .02 .00
IntExp on Oth .00 .00
Uninsured Deposits 1.31 6.66
Insured Deposits 79.22 68.44
Preferred Deposits .00.00
Time Deposits> 250K .78 2.53
Non-Interest Demand Dep. 2.04 3.02
AvgDailyDep FullInsrdBrkrDe 4.36 .39
AvgDailyDep other Broker De .00 .00
89 32.60 12.52 88 35.15 12.58 91
98 114.05 12.93 98 130.96 13.28 98
96 3282.50 598.90 96 1619.18 610.03
97 187.56 16.73 97 214.23 16.92 98
65 2.98 .06 72 4.85 .12 76
77 4.56 .00 86 5.72 .00 86
37 .00 .00 38 .00 .00 40
63 7.54 .89 76 10.57 1.54 77
69 .04 .00 83 .06 .00 86
39 .00 .00 40 .00 .00 40
6 2.25 6.75 13 1.87 7.29 8
86 77.95 67.87 82 81.19 66.74 86
28 .00 .00 28 .00 .00 27
15 1.22 2.24 27 .97 2.02 23
33 2.25 2.85 36 2.11 2.86 38
71 11.00 .99 85 15.60 .74 86
42 .00 .00 42 .00 .00 43
Memo: Detail of Other Liabilities:
Amount .16
Code (SC791)
Amount .04
Code (SC794)
Amount .07
Code (SC797)

5
.05 44
16
.02 75
22

5 5
.04 .04 42 .03 .04 46
16 16
.08 .02 83 .06 .01 77
22 22
Open-End Consumer Lines .07 2.93 8 .06 3.14 10
Commercial Lines 1.87 .88 65 2.10 .82 68
Letters of Credit:
commercial .00 .00 40 .00 .00 41
Standby .30 .03 78 .28 .05 72
OBS Recourse Obligations & Direct Credit substitutes:
Total Principal 6.34.00 84 11. 54 .00 87
. Direct Credit Sub. 6.12.00 98 11. 32 .00 98
Recourse Obligations .22 .00 84 .22 .00 86
Amt whr Reeourse<z120Days .19 .00 92 .19 .00 93
Amt whr Recourse<=120Days .03 .00 85 .03 .00 85
Other Contingent Liab. .00 .00 46 .00 .00 46
Contingent Assets ,.00.00 ,48, .. 00 .00 48
* Excludes deposits from
878
.09
1.80
.00
.28
6.66
6.47
.20
.17
.02
.00
.00
3.44 7
.97 62
.00 4.1
.07 68
.00 87
.00 98
.00 86
.00 93
.00 83
.00 46
.00 48
44:79 58.86 14
36.65 12.35 88
127.72 12.83 98
93 1887.37 639.56
220.05 16.38 97
23.00 .75 88
NA NA NA
.00 .00 41
23.00 .75 88
NA NA NA
NA NA NA
15.97 8.51 73
65.43 63.39 52
. .00 .00 28
NA NA NA
2.22 3.04 39
NA NA NA
NA NA NA
.15
.04
.05
.10
1. 70
.00
.34
9.14
8.89
.24
.17
.04
.00
.00
.15
. 04
.01
50
5
46
16
76
22
3.42 7
1.12 57
.00 41
.07 73
.00 85
.00 98
.00 84
.00 93
.00 84
.00 46
.00 48
31.61 60.75 7
47.66 11.64 93
91.84 12.16 98
91 3450.61 628.59
221.44 15.62 97
10.16 .71 78
NA NA NA
.00 .00 41
10.16 .71 78
NA NA NA
NA NA NA
12.50 7.59 65
66.73 64.75 55
.00 .00 28
NA NA NA
4.62 3.09 65
NA NA NA
NA NA NA
.15
.04
.03
.10
1.72
.00
.34
.27
.00
.27
.23
.05
.00
.00
.15
.04
.02
48
5
43
16
66
22
3.49 8
1. 00 56
.00 41
.07 74
.00 70
.00 44
.00 84
.00 92
.00 84
.00 46
.00 48
96
06:01 01/17/2011
5-QUARTERUTPR REPORT FOR QUARTER ENDED 201009
ASSET QUALITY ($000)
United Western Bank
===========201009 ===========201006 ===========201003
1. LOANS PAST DUE 30-89
Construction Loans
PerrnMtg,l-4 Unit
DAYS AND STILL ACCRUING:
3,000
11,986
PerrnMtg, 5+Uni t
PerrnMtg, NonResBldg
PerrnMtg, Land
Total Mtg. Loans
NonMtg Commercial Loans
Loans on Deposits
Home Improv. Loans
Education Loans
Auto Loans
Mobile Horne Loans
Credi t Cards
Other

2. LOANS PAST DUE 90+ DAYS AND
Construction Loans
PerrnMtg,1-4 Unit
PerrnMtg,5+Unit
PerrnMtg,NonResBldg
PerrnMtg,Land
Total Mtg. Loans
NOnMtg Commercial Loans
Loans on Deposits
Horne Improv. Loans
Education Loans
Auto Loans
Mobile Horne Loans
credit Cards
Other
Loans
Guaranteed by USGov Agncy
Subtot PD90+ less GovGuar
3. NONACCRUING LOANS:
Construction Loans
PerrnMtg,1-4 Vnit
PerrnMtg,5+Unlt
PerrnMtg, NonResBldg
Loans
Loans on Deposits
Horne Improv. Loans
Education Loans
Auto Loans
Mobile Home Loans
Credi t Cards
Other
Loans
Guaranteed by OSGov Agncy
Subtot NonAcrl less GovGuar
4. NON PERFORMING LOANS: (a)
Sum of subtotals 2 and 3
Sum Subtot 2+3 less GovGuar
5. NONPERFORMING ASSETS:
NonPerformLns{Subtot 4) (a)
REO: Construction
REO:1-4 Dwelling Units
REO:5 or More Dwelling O.
REO:Nonresidential Bldgs
REO: Land
Subtotal, Gross REO
Othr Reposs'd Assets,Gross
. Reposs'd Assets,Net of SVAs
NPA: PD90+NonAc+Repos'd{b)
NPA PD90+NonAcrl+ReplesGuar
6. TROUBLED DEBT RESTRUCT.
7. CLASSIFICATION OF ASSETS:
Classified Substandard
Classified Doubtful
Classified Loss
Total Classified Assets
Special Mention Assets
LoanslnProcs of Foreclosure
Construction Loans
1-4 Unit SecrdBy Open-End
1-4 Unit SecrdBy 1st Lien
1-4 unit SecrdBy Jr Liens
Mul tiFamily
NonResidential Property
Land Loans
Total Loans
2,329
15,506
14,210
47,031
2,320
o
o
o
o
o
o
o
o
49,351
5,683
43,668 .
STILL ACCRUING:
o
9,694
o
o
o
9,694
o
o
o
o
o
o
o
o
o
9,694
9,194
500
10,824
20,695
2,079
15,870
8,225
57,693
3,998
o
o

o

480
480
62,169
897
61,272
71,863
13,260
61,772
71,863
3,927
2,095

6,347
11,487
3,169
27,025
. 0
27,025
98,888
13,260
85,628
53,475
342,508
5,733

348,241
60,263
6,755

13,402
o
o
5,117
o
25,274
($000 at End of Period)
6,06.3
11,725
4,150
30,399
o
52,337
1,877
o
o
o
a
o
o
487
487
54,701
5,746
48,955
o
8,464
o
o
o
8,464
o
o
o
o
o
o

o
o
8,464
8,463
1
20,114
13,265
o
17,681
10,212
61,272
3,821
o
o
o

o
o
o
o
65,093
120
64,973
73,557
10,998
64,974
73,557
3,090
2,129
o
4,838
4,163
2,415
16,635
o
16,635
90,192
10,998
79,194
28,373
352,235
6,326
o
358,561
65,568
10,145
o
11,733
o
o
4,486
5,649
32,013
879
6,454
11,733

31,307
7,433
56,927
833

o

8
o

270
278
58,038
6,386
51,652
o
9,715

4,718
o
14,433
299
o
o
o
o
o
o
o

14,732
9,715
5,017
24,133
12,501
o
13,430
6,760
56,824
4,029
o
o
o
o
o
o
o
o
60,853
60
60,793
75,585
12,095
65,810
75,585
9,184
2,711
1,175
5,653
3,033
2,320
24,076
o
24,076
99,661
12,095
87,566
41,771
359,440
4,955
o
364,395
49,522
12,307
o
9,877
129
o
4,403
6,745
33,461
200912
3,690
14,365
703
8,369
7,390
34,517
2,294

o

o

o
1
1
36,812
6,982
29,830
412
7,986
1,469
o
o
9,867
o
o
o
o
o
o
o
o
o
9,867
7,986
1,881
19,244
13,723
o
15,148
1,811
49,926
3,126
o
o
o
o
o
o
o
o
53,052
65
52,987
62,919
10,411
54,868
62,919
8,643
2,280
1,360
1,009
3,058
2,360
18,710
o
18,710
81,629
10,411
71,218
30,040
339,676
5,180
o
344,856
43,457
3,947
o
8,117
870
o
4,657
944
18,535
PAGE 15
4th Prior Qtr
=================
200909
5,130
14,940
2,131
20,106
16,425
58,732
1,402
o
o
o
o
o
o
o
60,134
6,583
53,551
o
7,204
o
o
o
7,204
124
o
o
o
o
o

o
o
7,328
7,204
124
14,557
13,393
1,511
7,339
1,290
38,090
565
o
o
o
o
o
o
o
o
38,655
66
38,589
45,983
9,506
38,713
45,983
6,897
2,957
o
1,241
2,230
2,236
15,561
o
15,561
61,544
9,506
52,038
26,773
139,715
3,411
o
143,126
36,887
2,369
o
12,183
o
1,511
5,466
346
21,875
06:01 01/17/2011
ASSET QUALITY (%)
United Western Bank
Current Quarter 1st Prior dtr 2nd Prior Qtr 3rd Prior Qtr

SoL Medlan Pct SoL Medlan Pct SoL Medlan Pct S&L Medlan Pct
====== 201009 === ====== 201006 === ====== 201003 === ====== 200912 ===
1. DELINQUENCY LOAN RATES BY LOAN CATEGORY - LOANS PAST DUE 30-89 DAYS AND STILL ACCRUING
(% of Outstanding Gross Leans in Each Category)
Censtruction Loans
PerrnMTG, 1-4 Unit
PerrnMTG, 5+ Unit
PerrnMTG,NonResBldg
PermMTG, Land
Total Mtg. Lo.al)s
NonMtg Commerclal Loans
Loans on Deposit
Home Improv. Loans
Education Loans
Auto. Loans
Mobile Home Loans
Credit Cards
Other

2.53 .00 84 3.85 .00 81 3.48 .00 81 1.48
3.78 .92 91 3.53 .94 90 3.37 1.16 93 4.10
5.36 .00 95 9.22 .00 94 .00 .00 27 1.91
2.57 .79 84 5.13 .54 93 5.30 .76 91 1.52
19.27 .32 98 .00 .11 24 '8.29 .54 93 8.01
4.07 1.03 91 4.31 1.06 96 4.55 1.17 94 2.70
1.48 .37 77 1.21 .24 74 .56 .45 53 1.50
.00 .00 36 .00 .00 35 .00 .00 38 .00
NA .00 NA NA .00 NA NA .00 NA NA
.00 .73 14 .00 .48 14 1.01 .64 66 .00
.00 .00 33 .00 .00 36 .00 .00 35 .00
NA .89 NA NA 1.10 NA NA 1.09 NA NA
.00 .87 8 8.87 .61 94 4.91 .61 95 .02
.00 .95 7 5.17 .85 89 2.90 .74 86 .01
3.83 1.00 95 4.07 1.08 97 4.20 1.19 97 2.60
.44 .00 92 .43 .00 93 .46 .00 96 .49
3.39 .95 90 3.64 1.01 94 3.74 1.16 96 2.11
2. DELINQUENCY LOAN RATES BY
Construction Loans
PermMtg,1-4 unit
PermMtg,5+Unit
PermMtg,NonRes.Bldg.
PermMtg, Land
Total Mtg. Loans
LOAN CATEGORY - LOANS PAST DUE 90+ DAYS AND NONACCRUAL
(% ef Outstanding Gross Loans in Each Category)
9.12 3.87 64 12.77 6.30 64 13.02 5.71 70 7.86
9.59 1.96 92 6.54 2.00 89 6.39 1.91 87 6.19
4.78 1.11 69 .00 .88 18 .00 .89 19 3.99
2.63 1.94 60 2.98 2.24 61 3.07 2.43 62 2.75
11.15 5.25 57 11.70 4.59 69 7.54 4.40 59 1.96
5.83 2.79 77 5.74 2.78 76 5.69 2.85 74 4.67
2.54 1.14 70 2.46 1.23 67 2.90 1.42 72 2.04 NonMtg Commercial Loans
Loans en Deposits .00 .00 46 .00 .00 47 .00 .00 48 .00
NA .00 NA NA .00 NA NA .00 NA NA Home Improv. Loans
Education Loans NA .00 NA NA .00 NA NA .00 NA NA
.00 .02 23 .00 .02 22 .00 .03 21 .00 Auto. Loans
Mobile Horne Loans .00 .00 35 .00 .00 32 .00 .00 30 .00
NA .45 NA NA .88 NA NA .93 NA NA Credi t Cards
Other 9.45 .23 94 .00 .22 17 .00 .18 18 .00
5.40 .44 91 .00 .22 12 .00 .27 13 .00
5.58 2.47 80 5.47 2.43 79 5.47 2.44 77 4.45
.78 .00 90 .64 .00 92 .71 .00 94 .57 Guaranteed by USGov Agncy
Subtot PD90+ less GovGuar 4.80 2.31 80 4.83 2.40 76 4.77 2.39 73 3.88
ASSET RATES (Non-Performing
Net LIP 12.03 7.15 63
10.18 2.81 92
3. NON-PERFORMING
Construction Lns,
PermMtg,1-4 Unit
PermMtg,5+Unit
PerrnMtg,NonRes.Bldg.
Loans

Subtot NonAcrl less GovGuar
4. ASSET QUALITY SUMMARY:
NonPerformLns(Subtot 4)
REO:Construction
REO:5 or More Dwelling U.
REO:Nonresidential Bldgs
REO: Land
Subtotal, Gross REO

4.78 1. 60 66
3.64 2.89 60
23.13 12.60 60
7.89 3.51 78
2.70 .97 76
7.33 2.99 81
1.01 .00 91
4.66 2.21 81
(% of Total Assets)
3.50 1.66 73
.19 .00 87
.10 .10 55
.00 .00 36
.31 .02 87
.56 .01 90
.15 .00 93
1. 32 .21 87
.00 .00 34
1.32 .24 87
4.82 2.14 78
Leans
14.45
7.13
.00
3.77
15.72
6.91
2.32
6.46
.81
4.77
3.34
.14
.10
.00
.22
.19
.11
.75
.00
.75
4.09
Classified Substandard 16.70 4.48 97 15.97
Classified Doubtful .28 .00
Classified Loss .00 .00
Tetal Classified Assets 16.98 4.50
Special Mention Assets 2.94 1.06
Sub+Doubt / CoreCap+GVA 206.56 41.33
5. CONSOLIDATED ASSET QUALITY TREND:
Non-Performing Loans 3.50 1.66
Repessessed Assets, Gross 1.32 .24
Repossessed Assets,Net SVA 1.32 .24
Tetal NenPerforrn. Assets 4.82 2.14
TDR Leans + Repess'd'TDR 2.61 .89
Construction Loans 5.69 .39
1-4 Unit SecrdBy Open-End .00 .00
1-4 Unit SecrdBy 1st Lien 4.50 1.25
1-4 Unit SecrdBy Jr Liens .00 .00
MultiFamily .00 .00
NonResidential Preperty .85 .30
Land Leans .00 .48
Tetal Leans 2.19 1.22
90 .29
49 .00
96 16.26
79 2.97
96 174.74
73 3.34
87 .75
87 .75
78 4.09
78 1. 29
71 6.44
25 .00
88 3.74
26 .00
31 .00
57 .76
23 6.47
68 2.63

2.66 85 7.11 2.79 88 6.80
1.09 17 2.93 1.39 61 7.42
2.78 59 3.99 2.87 63 2.93
11.61 61 10.57 11.13 46 5.11
3.57 79 7.43 3.80 79 5.95
.90 71 2.73 .97 75 1.91
3.08 80 6.95 3.28 81 5.58
.00 92 .86 .00 94 .73
2.29 79 4.33 2.30 74 3.70
1. 65 76
.00 86
.08 56
.00 35
.02 87
.02 77
.00 95
.20 75
.00 35
.21 75
2.03 73
2.92
.35
.10
.05
.22
.12
.09
.93
.00
.93
3.85
4.35
.01
.00
4.39
1. 37
39.77
97 13.88
90 .19
49 .00
97 14.08
80 1. 91
96 174.85
(% of
1. 65 76
.21 75
.21 75
2.03 73
.87 60
.39 75
.12 23
1.18 85
.00 26
.00 33
.15 62
.08 81
1. 08 74
880
Total
2.92
.93
.93
3.85
1.61
6.64
.00
3.01
8.34
.00
.75
7.53
2.67
1.57 70
.00 95
.08 56
.00 82
.01 85
.03 70
.00 97
.28 80
.00 34
.28 78
2.11 68
2.51
.35
.09
.05
.04
.12
.09
.75
.00
.75
3.26
4.80
.00
.00
4.86
1.20
40.28
96 13.57
86 .21
49 .00
96 13.78
58 1. 74
97 150.64
Assets)
1.57
.28
.28
2.11
.85
70
78
78
68
68
.55 81
.09 22
1.26 81
.00 97
.00 35
.34 58
.06 84
1.02 79
2.51
.75
.75
3.26
1.20
1.58
.00
2.45
54.44
.00
.85
1. 02
1.45
.00 72
1. 00 94
.00 78
.43 80
.02 95
.97 82
.39 72
.00 33
.00 NA
.00 NA
.95 13
.00 26
1.50 NA
.79' 17
1. 21 12
.96 ,81
.00 97
.96 77
,5.57 59
1. 76 90
.42 79
2.13 59
4.85 36
2.71 73
.77 65
.00 46
.00 NA
.00 NA
.03 21
.00 30
.57 NA
.06 22
.19 16
2.27 73
.00 97
2.27 69
7.68 57
2.04 90
.96 81
2.52 52
10.57 31
3.42 76
.56 68
2.80 78
.00 97
2.21 68
1. 57 69
.00 94
.04 61
.00 85
.01 56
.01 73
.00 98
.18 75
.00 33
.18 75
2.05 69
4.20 97
.00 88
.00 50
4.20 97
1.23 62
38.56 97
1.57 69
.18 75
.18 75
2.05 69
.64 62
.50 60
.03 23
1. 05 78
.00 98
.00 36
.23 64
.03 57
.96 68
PAGE 16
4 th Prior Qtr
SOL Pct
1.86
4.14
5.20
3.58
16.68
4.39
.88
.00
NA
NA
.00
.00
NA
.00
.00
4.06
.44
3.61
5.27
5.70
3.69
1. 31
1. 31
3.38
.43
.00
NA
NA
.00
.00
NA
.00
.00
3.10
.49
2.61
7.57
6.47
3.69
1.52
3.50
4.38
.42
4.05
.63
2.58
1. 77
.27
.11
.00
.05
.09
.09
.60
.00
.60
2.37
5.38
.13
.00
5.51
1.42
55.61
1. 77
.60
.60
2.37
1.03
.86
.00
3.57
.00
3.69
.97
.35
1. 63
200909
.31 66
1.15 94
.00 86
.35 90
.32 96
1. 01 94
.41 66
.00 33
.00 NA
.00 NA
.72 16
.00 29
1. 46 NA
.81 12
1.14 8
1.01 96
.00 97
1. 00 92
5.74 48
1. 66 92
.37 83
2.10 38
5.78 34
2.36 61
1. 02 38
. 00 42
.00 NA
.00 NA
.06 18
.00 29
.38 NA
.18 19
.25 12
2.22 65
.00 97
2.10 57
7.00
1. 95
.58
2.36
10.84
3.16
.90
2.68
.00
1. 98
1.50
.00
.05
.00
.00
.00
.00
.18
.00
.18
1. 89
3.76
.01
.00
3.90
1.23
37.22
1.50
.18
.18
1.89
.51
.32
.00
.89
.00
.00
.31
.22
.82
52
90
79
38
34
65
44
69
97
59
56
92
66
39
69
73
98
70
33
70
60
69
82
49
71
55
71
56
70
70
60
66
57
27
89
27
92
68
53
74
ALLOWANCES
06:01 01/17/2011
PAGE 17
United Western Bank
DOCKET:
1st Prior Qtr 2nd Prior Qtr 3rd Prior Qtr
DATA AS OF:
Current Quarter 4th Prior Qtr
Months in period
YRMO, Period End
1. TOTAL ALLOWANCES:
Balance
Ne.t Provision for Loss
Add Recoveries on:
Recoveries
Acquisitions
Deduct: charge-offs+sales
Ending Balance
1a. TOTAL GENERAL ALLOWANCES:
Balance
Net Provision for Loss
Transfers
Recoveries
Acquisitions
Deduct: charge-offs+Sales
Ending Balance
3
201009
46,721
19,346
99
o
17,372
48,794
41,165
16,021
-1,7g
o
14,448
41,047
lb. TOTAL SPECIFIC ALLOWANCES:
Balance 5,556
Net Provision for Loss 3,325
Transfers 1,790
0
Acquisitions .
Deduct: Charge-offs+sales 2,924
Ending Balance 7,747
2. ALLOCATION OF ENDING ALLOWANCE BALANCE:
Cash, Deposits, & Inv.Sec.:
Loans:
Nonmortgage Loans:
ALLL

Mortgage Backed Securities:
General Allowance
Other:
General Allowance
All Assets:
General Allowance+ALLL

34,717
5,709
o
NA
621
41,047

======---==== -=-==-=========-
3
201006
($000 at Start of Period)
44,860
($000 Period)
5, 20
168
0
3,427
($000 at End of
46,721
Period)
($000
($000
36,347
Period)
5, 55
510
168
0

8,513
During Period)
-35
-510
0

35,668
4,918
o
NA
580

46:721
3 3
201003 200912
37,727 30,442
14,545 14,891
74 89
0 0
7,486 7,695
44,860 37,727
36,081 29,167
7,662
0
13,786
0
74 89
0 0
7,470
36,347
1,646 1,275
6,883
0
1,105
0
0 0
16 734
8,513 1,646
31,616 32,228
4,083 3,204
0 0
NA 0
650 650
36,347 36,081

1,646
37,727
3
200909
28,609
12,166
129
o
10,462
30,442
22,385
10,321
288
129
o
3,956
29,167
6,224

o
6,506
1,275
26,498
2,008
0
0
662
29,167

-======-===-======= -======-==== ==-==-=====-=== - ===---=====
Groul' 5
S&L MedJ.an Pct
3. GEN. ALLOWANCE+ALLL ALLOCATED TO:
Mortgage Loans + LIP 2.97 1.11 86
Nonmortgage Loans + LIP 3.41 1.91 72
Repossessed Assets .00 .00 48
MPS NA NA NA
Other Assets NA NA NA
All Assets (Net of LIP) 2.02 .89 87
GA+ALLL4Lns+REO,%Lns+REO 3.00 1.39 90
GA+ALLL4Lns+REO
i
% (NPA-SVA) 40.88 38.92 53
Tot.GA+ALLL, (%C sfd-Loss) 11.79 20.27 18
Groul' 5
S&L Med1an Pct S&L Pct
(% of Net Assets
2.90 1.15 88
2.96 1.90 68

.00 .00 47
NA NA NA
NA NA NA
1.88 .87 85
2.91 1.29 89
45.00 41.42 53
11.48 23.05 15
881
2.56 1.90 65
.00 .00 48
NA NA NA
NA NA NA
1. 41 .85 72
2.49 1.27 86
35.82 41.62 41
9.97 23 . 18 13
S&L Pct S&L
==-==- ===-=== = =--_-= a===-=
Gross of GA/ALLL and LIP)
2.46 1.04 92 1.91
1.95 1.89 53 1.21
.00 .00 48 .00
.00 .00 50 .00
NA NA NA NA
1.45 .87 78 1.13
2.42 1.26 89 1.88
43.41 44.23 47 46.32
10.46 n.30 14 20.38
.98
1.58
.00
.00
NA
.82
1.17
43.01
22.80
PCl:
88
38
47
50
NA
71
81
56
44
06:01 01/17/2011
Months in period
GVA CHARGE-OFFS AND CHANGE IN SVAs
DOCKET:
DATA AS OF:
Current Quarter
=================
3
201009
($000)
United Western Bank
1st Prior Qtr 2nd Prior Qtr
================= =================
3
201006
3
201003
3rd Prior Qtr
= = ~ = = = = ~ = = = = = = =
3
200912
4. NET GVA CHARGE-OFFS AND CHANGES IN SVAs ($000 During Period)
o Deposits & Inv. Sec.
MPS
Mortgage Loans:
Construction:
1-4 Dwell Unit
5+ Dwell Unit
NonResidential
Total Constr.
Permanent:
1-4 Closed End
1-4 Open End
Total 1-4 Perm.
5+ Dwell. Unit
Nonresidential
Land
Total Perm. Mtg.
Total Mortgage Loans
N g g ~ ~ ~ ~ ~ ~ ~ e Loans:
Consumer:
Loans on Deposits
HILs
Education Loans
Auto Loans
Mobile Home Loans
credit Cards
Other
Total Consumer Loans
Total Non-Mortgage Loans
Repossessed Assets:
Real Estate:
Construction
1-4 Dwell. Unit
5+ Dwell. Unit
Nonresidential
Land
Total Repos'ed RE
Other Repos'ed Assets
Total Repossessions
RE Held for Investment
Inv. in Subordinate Firms
Other ,Assets
Total Assets
o
o
991
1,974
2,676
5,641
1, 125
1,123
2,071
4,053
6,378
13,625
19,266
77
o
o
o
o
o
2
o
2
79
o
o
o
o
o
o
o
o
o
o
117
19,462
o
-133
169
-691
-655
323
o
323
o
459
-21
761
106
74
o
o
o
o
a
o
o
74
o
o
a
o
o
o
o
o
a
o
121
301
882
o
o
621
355
8,568
9,544
678
o
678
o
3,601
-21
4,258
13,802
454
a
o
o
o
o
o
5
5
459
a
o
o
o
o
o
o
o
o
o
19
14,280
a
o
1,309
o
580
1,889
495
o
495
162
2,019
3,300
5,976
7,865
44
o
a
o
o
o
o
o
o
44
o
o
o
o
o
o
o
a
o
o
68
7,977
PAGE 18
4th Prior Qtr
= = = = = = = = = = ~ = = ~ = =
3
200909
o
1,958
681
1,783
639
3,103
27
o
27
-47
-1
o
-21
3,082
335
o
a
o
o
o
o
3
3
338
o
o
o
a
o
o
o
o
o
o
6
5,384
06:01 01/17/2011
Months in period
(% of Category)
United Western Bank
PAGE 19
Current Quarter 1st. Prior Qtr 2nd Prior Qtr 3rd Prior Qtr 4th Prior Qtr
================3 = = = = = = = = = = = = = = = ~ ================3================3 ====--===========3
201009 201006 201003 200912 200909
5. RATES OF GVA CHARGE-OFFS AND Changes in SVAs (% of category)
Deposits & Inv. Sec.
MPS
Mortgage Loans:
Construction:
1-4 Dwell Unit
5+ Dwell Unit
NonResidential
Total Constr.
Permanent:
1-4 Closed End
1-4 Open End
Total 1-4 Perm.
5+ Dwell. Unit
Nonresidential
Land
Total Perm. Mtg.
N g g ~ ~ ~ ~ ~ ~ ~ e Loans:
c ~ g ~ g ~ e ~ A Deposits
HILs
Education Loans
Auto Loans
Mobile Home Loans
Credit Cards
Other
Repossessed Assets:
Real Estate:
Construction
1-4 Dwell. unit
5+ Dwell. Unit
Nonresidential
Land
Total Repos'ed RE
Total Repossessions
EqtyInv Not SbjctFASB115
Other Assets
Total Assets
.00
.00
1. 44
7.58
6.19
4.08
.37
.00
.35
4.68
.68
7.92
1. 30
1.71
.05
.00
NA
NA
.00
.00
NA
.00
.02
.05
.00
.00
NA
.00
.00
.00
NA
.00
NA
.00
NA
.91
.00 50
.00 50
.00 84
.00 92
.00 95
.00 93
.10 83
.04 25
.11 78
.00 94
.03 85
.00 91
.17 93
.16 95
. .06 45
.00 46
.00 NA
.00 NA
.00 32
.00 51
.48 NA
.17 24
.15 29
.19 35
.00 39
.00 37
.00 NA
.00 41
.00 37
.00 34
.00 NA
.00 34
.00 NA
.00 49
NA NA
.1l 92
.00 .00 50
.00
-.17
.55
-1.10
-.38
.10
.00
.09
.00
.08
-.02
.07
.01
.05
.00
NA
NA
.00
.00
NA
.00
.00
.05
.00
.00
.00
.00
.00
.00
NA
.00
NA
.00
NA
.01
.00
.00
.00
.00
.00
.05
.05
.07
.00
.03
.. 00
.11
.13
.06
50
7
89
3
2
61
26
57
42
58
4
42
10
45
.00 48
.00 NA
.00 NA
.00 46
.00 53
.81 NA
.31 18
.15 22
.16 29
.00 42
.00 33
.00 46
.00 44
.00 36
.00 32
.00 NA
.00 32
.00 NA
.00 50
NA NA
.12 12
883
.00
.00
.69
.92
9.59
4.38
.20
.00
.19
.00
.63
-.02
.41
1.14
.30
.00
NA
NA
.00
.00
NA
.09
.05
.29
.00
.00
.00
.00
.00
.00
NA
.00
NA
.00
NA
.56
.00 50
.00 50
.00 72
.00 84
.00 96
.00 92
.07 74
.00 30
.09 66
.00 38
.02 87
.00 4
.12 82
.16 91
.10 65
.00 51
.00 NA
.00 NA
.01 32
.00 53
.52 NA
.31 34
.18 30
.24 52
.00 45
.00 34
.00 43
.00 38
.00 40
.00 32
.00 NA
.00 33
.00 NA
.00 50
NA NA
.11 86
.00
.00
1.25
.00
.51
.72
.15
.00
.14
.42
.36
3.46
.57
.62
.03
.00
NA
NA
.00
.00
NA
.00
.00
.03
.00
.00
.00
.00
.00
.00
NA
.00
NA
.00
NA
.31
.00
.00
.00
.00
.00
.00
.08
.01
.11
.00
.00
.00
.12
.15
.18
50
49
83
45
81
79
64
28
54
91
84
85
89
90
37
.00 48
.00 NA
.00 NA
.10 27
.00 50
.71 NA
.48 18
.27 17
.25 25
.00 39
.00 37
.00 39
.00 43
.00 34
.00 32
.00 NA
.00 34
.00 NA
.00 49
NA NA
.12 74
.00
.52
.59
3.55
.52
1.07
.01
.00
.01
-.11
.00
.00
.00
.23
.21
.00
NA
NA
.00
.00
NA
.05
.04
.20
.00
.00
NA
.00
.00
.00
NA
.00
NA
.00
NA
.22
.00
.00
.00
.00
.00
.00
.04
.00
.05
.00
.02
.00
.10
.13
.12
50
98
74
91
89
77
28
28
21
5
5
35
2
66
55
.00 46
.00 NA
;00 NA
.08 26
.00 48
.84 NA
.46 31
.25 29
.28 48
.00 40
.00 37
.00 NA
.00 41
.00 32
.00 35
.00 NA
.00 35
.00 NA
.00 50
NA NA
.09 66
06:01 01/1.1/2011
CAPITAL REQUIREMENTS AS CALCULATED BY S&L
DOCKET: 0667gnited COMPLETE
DATA AS OF: 01/17/2011 CMR STATUS: C.DMPLETE
YRMO, Period End
===-=---==-mOO9 201006
200912
1. TIER 1 lCORE) CAPITAL:

Inv&Adv to Noninclud. (k)
Disallowed Service Assets
Other
Add:
AcCLoss/Gns:Sec/CF Hedg-tax
Qualifying Intangble Depsts
MinorityInt.inInclud.Subs.
Other
Tier 1 (Core) Capital (b)
Allow. supplement. Capital
Assets-Req.to be Deducted
Low Level Rec Deduction
Adjusted Risk-Based Cap. (c)
2. ADJUSTED TOTAL ASSETS:
Total Assets
Deduct:
Noninc1Sub.Assets (1)
Goodwill &oth.Intangib1es
Disa11wd.ser.Assts/Other
Other
Add:
Accum Loss/Gns:Sec/CF Hedge
Qualfyng Intngible Assets
Other
Adjusted Total Assets (e)
3. CORE CAPITAL REQUIREMENTS:
Core. Cap.Req: (g)=(e)*(j)
4. RISK-BASED CAPITAL REQUIREMENT:
TOTAL UNWEIGHTED ASSETS
Total R-W Assets
Excess ALLL
Total R-W Assets -Ex. ALLL
R-B Cap Req before (1)or(2)
(2) Low level Recourse Ded.
Risk-based capital Req.
Adjusted Risk-Based Cap. !Cl
Risk-based capital Req. h
RiskBasedcap .surg1s:(C)-(h
R-B Cap Surp ($00 ): (c) - (h)
6. ASSET BALANCES:
Total Assets (e)
To a1 R-W Assets - Ex.ALLL
Total Unweighted Assets
7.80
B.OO
-.20
100.32
67.55
107.58
7. FDICIA PCA CAPITAL RATIOS:
Total Risk-Based 7.80
Tier 1 !corel Risk-Based 6.53
Tier 1 Core Leverage 6.20
120,960
o
o
o
o

o
o
127,541
17,58
5
37,053
108,073
2,050,651
o
o
o
o
6,58
5
o
2;057,232
164,579
2,206,128

1,385,190
110,81
5
110,815
15.20 2
8.00 49
7.20 2
-2,742
99.54 93
65.B5 56
102.51 78
15.20 2
14.10 2
9.59 6
($000
(i of
.9.02
12.00
-2.98
at End of Period)
159,781
.0
o
8
o
4,263
o
o
o
164,036
18,979
o
47,976
135,039
2,205,348
o
o
8
o
4,263
o
o
2,209,603
176,768
2,458,371

o
179,729
166,630
o
o
o
o
5,430
o
o
o
172,060
19,217
o
51,603
139,674
2,588,703
o
o
o
o
5,430
o
o
2,594,133
103,765
2,767,543
1,537,352
15,406
1,521,946
121,756
o
121,756
188,356
o
o
64
o
4,547
o
o
o
192,839
20,236
o
51,406
161,669
2,502,727
o
o
64
o
7,326
o
o
2,509,989
100,400
2,734,529
1,618,834
14,078
1,604,756.
12B,3BO
o
12B,380
Total Risk-weiyhted Assets at End of Period)
14.82 3 9. 8 14.48 2 10.07 14.11 2
8.00 98 8.00 8.00 50 B.OO 8.00 50
6.B2 1 1.18 6.4B 2 2.07 6.11 2
-44,690 17,918 33,289
(t of Total Assets at End of Period)
100.19 99.61 88 100.21 99.65 90 100.29 99.69 BB
67.91 66.32 56 58.79 65.96 31 64.12 67.40 35
111.47 102.66 87 106.91 102.80 77 109.26 102.76 82
9.02 14.82 3 9.1B 14.48 2 10.07 .14.11 2
7.75 13.77 3 7.91 13.36 2 B.81 12.8B 3
7 .. 42 9.47 11 6.63 9.26 5 7.68 9.11 16
884
PAGE 20
4th Prior Qtr
11.07
B.OO
3.07
100.10
71.51
118.51
11.07
9.B2
B.77
200909
226,682
o
o
453
o
1,99g
o
o
228,228
23,23
a

2,599,251
o
o
453
o
2,96
a
o
2,601,761
104,070
13.51 B
8.00 50
5.51 8
57,094
99.60 84
68.97 57
102.90 94
13.51 8
12.31 10
9.10 43
COMPOSITION OF RISK-WEIGHTED ASSET CATEGORIES
06:01 01/17/2011
United Western Bank
==
YRMO, Period End ..
201009 201006 201003
1. ASSETS IN 0% R-W CATEGORY,

FDIC 169,314
Subtotal, 0% R-W Categ. 457,512
($000
2. ASSETS IN 20% R-W CATEGORY, UNWEIGHTED:
3
State/Local Gen.Oblig.
Claims on DomestDepInst 109
Other 60,446
Subtotal,20% R-W Categ. . 109,878
Qualif.1-family ResMtg 2772',49
7
5
3
7
Qualif.MultFam ResMtg
Other MeS BackBy QualMtg 227,392
State/Local Rev. Bonds . 0
Other 0
subtotal,50% R-W Categ. 507,822
.4. ASSETS IN 100% R-W CATEGORY, UNWEIGHTED:
RW 1, m
subtotal,100% R-W Categ. 1,130,916
5. ALL R-W CATEGORIES, UNWEIGHTED: 128
Subtotal (1+ +4) 2,206,
Other Adj. (by ditf.) -155,477
Total Consol-Assets, 2,050,651
LowLevel Recourse Ded. . 0
at End of Period)
1,481

260,466
528,168
45,352
9,59
6
129

294,009
3,062
344,99
5
2,859
644,921
10,832
1,162,575
1,173,407
1,342
183,094
59
639,449
823,944
50,530
9,48
5
24,380
51,615
136,010
310,400
2,719
278,152
o
. 3,607
594,878
16,432
1,196,279
1,212,711
2,767,543
-178,840
2,588,703
o
200912
1,525
122,138
54
537,637
661,354
66,302
9,440
o
46,850
37,737
160,329
313,696
2,731
325,680
o
10,049
652,156
, 20,470
1,240,220
1,260,.690
2,734,52.9
-231,802
2,502,727
o
PAGE 21
200909
1,386
122,24
5
523,331
646,962
73,748
12, 328
43,804

323,61g
561,888
o
o
885,498
137,511
1,245,398
1,382,909
3,080,462
-481,211
2,599,25
5
=============-=_ ==== __ ====-w ___ = ==== == _-=-=-=- === = ===,===--=..;..--
Group,5 Group 5 Group 5 Grou 5 G 5
S&L Median Pet S&L Median Pet S&L Median Pet S&L Pet S&L Pet
===== 2'O'iOo9 == ma0'6 == ==== 201003 - 200912 .= = '2'0'0'909
cash .07 .37 22
U.S.Gov.Securities 13.98 1.02 93
Notes&Obligations FDIC .00 .00 89
Other 8.26 1. 39 84
subtotal, 0% R-W Categ. 22,31 6.78 93
High Quality'MBS 1.93 7.01 32
Claims on FHLBs .47 1.29 14
State/Local Gen.Oblig. .00 .01 23
Claims on DomestDepInst .01 .41 10
Other 2.95 2.37 60
Subtotal,20% R-W Categ. 5.36 15.70 13
Qualif.1-family ResMtg 13.53 21.48 28
Qualif.MultFam ResMtg .14 .00 61
Other MBS BackBy QualMtg 11. 09 .00 97
State/Local Rev. Bonds .00 .00 35
Other .00 .00 35
subtotal,50% R-W Categ. 24.76 25.54 46
4 ASSETS IN 100% R-W CATEGORY. UNWEIGHTED:
Notes/Obligtns FDIC RW . .::>0 .00 69
All Other Assets 54.65 44. 51 6,9
subtotal,lOO% R-W Categ. 55.15 45.93 6.8
(% of
.07
12.07
.00
11.81
23.95
2.06
.44
.00
.01
2.58
5.07
13.33
.14
15.64
.00
.13
29.24
.49
52.72
53.21
Total Assets)
.33 23 .05
1.06 96 7 :07
.00 92 .00
1. 37 91 24.70
5.60 95 31.83
7.26 31
1.21 13
.00 25
.64 8
2.28 53
16.72 11
21. 60 28
.00 60
.00 98
.00 35
.00 81
27.07 56
.00 70
46.95 63
49.76 63
1.95
.37
.00
.94
1.99
5.25
11.99
.11
10.74
.00
.14
22.98
.63
46.21
46.85
.35
.89
.00
1.58
5.66
6.55
1.27
.00
.54
2.17
17.79
21.88
.00
.00
.00
.00
25.90
.00
48.62
49.40
20
93
95
96
96
30
10
26
63
48
16
25
61
97
35
82
43
75
47
46
.06
4.88
.00
21.48
26.43
2.65
.38
.00
1.87
1.51
6.41
12.53
.11
13.01
.00
.40
26.06
.82
49.55
50.37
.36 21
.58 87
.00 88
.65 96
3.63 96
6.37 33
1. 40 10
.00 27
.62 78
1.61 46
16.13 16
22.09' 28
.00 60
.00 98
.00 35
.00 87
25.60 52
.00 78
49.06 '51
49'.62 52
.05
4.70
.00
20.13
24.89
2.84
.47
.00
1.69
1.35
6.35
12.45
.00
21.62
.00
.00
34.07
5.29
47.91
53.20
.31
.48
.00
.41
2.82
7.53
1.23
.00
.62
1.61
16.33
22.34
.00
.00
.00
.00
25.86
.00
47.91
49.53
5. ALL R-W cATEGORIES, UNWEIGHTED:
Subtotal (1+ .. +4) 107.58 102.51
Other Adj. (by diff.) -7.58 -2.51
Total Consol.Assets 100.00 100.00
LowLevel Recourse Ded. .00 .00
78 111.47 102.66 87 106.91 102.80 77 109.26 102.76 82 118.51 102.90
21 -11.47 -2.66 12 -6.91 -2.80 22 -9.26 -2.76 17 18 51 2 90
50 100.00 100.00 50 100.00 100.00 50 100.00 100.00 50 ioo:oo 100:00
45 .00 .00 45 .00 .00 45 .00 .00 45 .00 .00
885
20
88
48
97
97
33
14
27
70
43
14
26
27
98
35
37
65
96
50
56
94
5
50
46
06:01 01/17/2011
Months in Period
CHANGES IN ASSETS:
1.1
2.2
2.6
3.1
4.0
4.1
5.1
5.5
5.8
CASH,DEP.&INV.SECUR.
MORTGAGE BACKED SECUR.
MORTGAGE LOANS:
Const.Lns,1-4 Unit Res
Const.Lns,5+ Unit Res
Const.Lns,Nonresid.
Subtotal, Canst.
Perm.Mtgs,1-4 Unit Res
Perm.Mtgs,5+ Unit Res
Perm.Mtgs, Land
Perm.Mtgs,NanResid.
Subtotal,Perm.Mtgs
Other (by diff.)
Subtotal, Mtg Lns
NONMORTGAGE LOANS:
Repossessed Assets
Real Estate Invest.
Subtotal Repo.Ast.+REI

Offlce Premlses & Eq.
Other Assets:
Goodwill
Asts
TOTAL ASSETS
CHANGES IN FINANCIAL CONDITION ($000)
United Western Bank
DOCKET:
DATA AS OF:
================= =================
=================
Current Quarter
3rd Prior Qtr
3
201009
-92,454
-16,469
-8,585
-4,848
-25,335
-38,768
-15,496
-1,562
-13,559
10,648
-19,969
893
-57,844
786
10,390
o
10,390
64
-232
-92
-277
1,431
-154,697
3
201006
-404,253
66,218
-9,218
-4,830
-13,778
-27,826
-15,227
6,098
-2,317
2,240
-9,206
-4,482
-41,514
4,901
-7,441
o
-7,441
63
-283
-53
-480
-513
-383,355
3
201003
77,861
36,508
-15,057
-10,363
-39,250
-64,670
-2,886
2,147
-2,605
40,348
37,004
164
-27,502
-5,434
5,366

5,366
62
-206
-98
-575
-6
85,976

3
200912
15,536
-39,969
-14,556
-2,901
-8,954
-26,411
-10,500
-4,175
-6,235
-11,297
-32,207
-5,755
-64,373
-3,672
3,149

3,149
-2,923
-218
-84
-447
-3,523
-96,524
CHANGES IN LIABILITIES + CAPITAL:
7.1 LIABILITIES:
7.5
DEPOSITS AND ESCROWS:
NetNewDepositsRecvd
IntCreditedDeposits
Subtotal
Other Changes
Net Change
DepActs Belw InsLmts
DepActs Abve InsLmts
BORROWINGS:
Net Change
FHLBank Advances
Reverse REPOs
Subord.Debentures

Other LiabilitieS
Total Liabilities
NonCntrol IntConsldtd subsr
8.0 EQUITY CAPITAL:
Perpetual Pref.Stk
NonCum.Perp. Prefstk
CommonStk &Paid-InCap.
Gains/LossCashFlwHedge
Other
Retained Earnings
other components
Subtotal
TOTAL LIABILITIES & EQUITY
CHANGES TO EQUITY CAPITAl:
Net Income
Less:Cash Divan Pref
Less:Cash Divan ComStk
Subtotal
Stock Issued
Stock Retired
New Basis Acctg Adj
Oth Adjustments (by diff)
Net Change in Equity Cap
NA
3,154
NA
NA
-116,943
-46,618
-71,654
2,907
570
6,216
o
o
-3,879
-1,361
-115,876
o
o
o
o
155
-2,31g
o
-36,658

-38,821
-38,821
-154,697
-36,658

o
-36,65g
o
o
-2,163
-38,821
NA
3,037
NA
NA
-383,930
-190,241
-191,112
4,949
561
-398
o
o
4,786
62
-376,506

o
o
o
3,129
1,167
o
o
-11,145
o
-6,849
-6,849
-383,355
-11,145
o
o
-11,145
o
o

4,296
-6,849
886
NA
3,487
NA
NA
111,914
120,709
-7,281
-4,379
-11,984
1,328

6,277
-1,144
107,702
o
o
172
-883
o

-21,015
o
-21,726
-21,726
85,976
-21,016
o

-21,016
o
o
-710
-21,726
NA
3,646
NA
NA
-23,112
299,526
-321,508
-35,614
-36,029
122
o
o
293
-356
-58,198

o
o
o
178
-2,548
o
-35,956
-38,326
-38,326
-96,524
-35,956
o

-35,956
o

o
-2,370
-38,326
PAGE 22
4th Prior Qtr
=================
3
200909
278,150
-32,439
-8,650
-7,289
-10,236
-26,175
-13,473
-6,632

-1,141
-7,117
-34,433
-6,263
9,388
o
9,388
77
-508
115
-396
-2,577
211,114
NA
3,902
NA
NA
153,223
92,308
62,213
-45
-29
-16
o

o
1,276
155,631
2
o
o
o
62,308
-393
o
o
-6,434
o
55,481
55,483
211,114
-6,434
o
o
-6,434

o
o
61,917
55,481
OFFICE OF THRIFT SUPERVISION - MIDWEST
SUPERVISORY REGION
CHANGES IN FINANCIAL CONDITION (% TA at
start of period)
06:01 01/17/2011
United Western Bank
PAGE 23
COMPLETE
3rd Prior Qtr
4th Prior Qtr
=================
================= =================
S&L Pct
Groul? 5 GroUl? 5
Groul? 5
Groul? 5
S&L Medlan Pct S&L Medlan Pct S&L Medlan Pct S&L Medlan Pct
====== === ====== ====== === ======
====== ======
====== ====== ===
Months in Period 3 3 3
3 3
YRMO, Period End ... 201009 201006 201003
200912
200909
CHANGES IN ASSETS: (% of Total Assets at Start of Period, not Annualized)
1.1 CASH,DEP.&INV.SECUR. -4.19 .01 7 -15.62 .24 2 3.11 1.57 75 .60 .25 56 11. 65 .02 97
2.2 MORTGAGE BACKED SECUR. -.75 -.03 21 2.56 -.01 85 1. 46 -.04 78 -1.54 -.08 12 -1.36 -.03 15
2.6 MORTGAGE LOANS:
-.39 .00 4 -.36 -.02 12 -.60 -.03 Const.Lns,1-4 Unit Res
3 -.56 -.04 8 -.36 -.01 11
Const.Lns,5+ Unit Res -.22 .00 9 -.19 .00 8 -.41 .00 3 -.11 .00 11 -.31 .00 3
Const.Lns,Nonresid. -1.15 .00 2 -.53 .00 5 -1.57 .00 2 -.34 .00 14 -.43 .00 11
Subtotal, Const. -1. 76 -.04 1 -1.07 -.08 1 -2.58 -.04 2 -1.02 .00 10 -1.10 -.02 5
Perm.Mtgs, 1-4 Unit Res -.70 -.08 20 -.59 -.02 20 -.12 -.18 55 -.40 -.15 38 -.56 -.24 39
Perm.Mtgs,5+ Unit Res -.07 .00 19 .24 .00 78 .09 .00 71 -.16 .00 7 -.28 .00 6
Perm.Mtgs, Land -.61 -.01 9 -.09 -.01 32 -.10 .00 26 -.24 .00 19' -.13 -.01 24
Perm.Mtgs, NonResid. .48 .00 85 .09 .00 65 1. 61 .00 93 -.43 .00 8 .92 .01 84
Subtotal,Perm.Mtgs -.91 .00 26 -.36 .00 30 1.48 -.03 86 -1.24 .00 19 -.05 -.04 48
other (by diff.) .04 -.01 74 -.17 -.01 12 .01 -.02 75 -.22 -.02 12 -.30 -.02 8
Subtotal ,Mtg Lns -2.62 .00 12 -1. 60 -.06 13 -1.10 -.22 28 -2.48 -.09 8 -1. 44 -.11 30
3;1 NONMORTGAGE LOANS: .04 -.02 68 .19 .00 65 -.22 -.01 31 -.14 .00 34 -.26 .00 30
4.0 Repossessed Assets .47 .00 93 -.29 .00 3 .21 .00 83 .12 .01 79 .39 .00 93
4.5 Real Estate Invest. .00 .00 51 .00 .00 54 .00 .00 53 .00 .00 55 .00 .00 55
Subtotal Rego.Ast.+REI .47 .00 93 .00 3 .21 .00 83 .12 .01 79 .39 .00 93
5.1 jctFASB115 .00 .00 83 .00 .00 78 .00 .00 82 -.11 .00 6 .00 .00 89
5.5 a flee Premises & Eq. -.01 .00 40 -.01 .00 32 -.01 -.01 47 -.01 .00 47 -.02 -.01 23
5.8 Other Assets:
.00 .00 27 .00 .00 41 .00 .00 28 Goodwill
.00 .00 32 .00 .00 94
Asts
-.01 .00 10 -.02 .00 8 -.02 .00 3 -.02 .00 5 -.02 .00 6
.06 -.02 72 -.02 -.01 48 .00 -.01 51 -.14 .43 10 -.11 -.02 28
TOTAL ASSETS -7.01 .43 -14.81 .83 2 3.44 .98 72 -3.71 .50 11 8.84 .41 92
7.0 LIABILITIES:
7.1 DEPOSITS AND ESCROWS:
NA NA NA NA NA NA NA NetNewDepositsRecvd NA NA NA NA NA NA NA NA
IntCreditedDeposits .14 .20 25 .12 .22 17 .14 .23 18 .14 .28 16 .16 .29 17
Subtotal NA NA NA NA NA NA NA NA NA. NA NA NA NA NA NA
Other Changes NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
<$100K+Esc
-5.30 .58 4 -14.83 .86 2 4.47 1.20 80 -.89 1. 06 23 6.42 .63 92
-2.11 -.20 14 -7.35 .11 2 4.82 .73 83 11.52 .35 94 3.87 12.91 12
Dep.Accts w/Bal>$100 -3.25 .77 4 -7.38 .42 1 -.29 .37 23 -12.37 .53 2 2.61 -12.72 98
7.2 BORROWINGS:
.13 -.10 77 .19 -.03 83 -.17 -.11 46 Net. Change
-1. 37 -.18 28 .00 -.05 60
FHLBank Advances .03 -.01 81 :02 -.02 85 -.48 -.03 36 -1.39 .00 19 .00 -.02 56
Reverse REPOS .28 .00 90 -.02 .00 15 .05 .00 81 .00 .00 87 .00 .00 17
Subord.Debentures .00 .00 49 .00 .00 49 .00 .00 49 .00 .00 49 .00 .00 48
Mtycoll.sec.Issued .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50
Al Other Brwg -.18 .00 4 .18 .00 96 .25 .00 96 .01 .00 91 .00 .00 54
7.5 Other Liabilities -.06 .04 27 .00 .03 37 -.05 .00 32 -.01 -.05 64 .05 .01 64
Total Liabilities -5.25 .28 6 -14.54 .72 2 4.30 .81 80 -2.24 .36 15 6.52 .01 91
8.0 EQUITY CAPITAL:
.00 .00 50 .00 .00 50 .00 ;00 49
Perpetual Pref.Stk
.00 .00 49 .00 .00 50
Cumu1. Perp. Prefstk .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50

.00 .00 50 .00 .00 50 .00 .00 49 .00 .00 49 .00 .00 50
.01 .00 75 .12 .00 82 .01 .00 67 .01 .00 61 2.61 .00 96
UnrlGain/LossAvai14Sa1 -.11 .00 6 .05 .05 50 -.04 .01 7 -.10 -.01 12 -.02 .05 8
Gains/LossCashF1wHedge .00 .00 50 .00 .00 52 .00 .00 51 .00 .00 47 .00 .00 50
Other .00 .00 52 .00 .00 47 .00 .00 47 .00 .00 44 .00 .00 52
Retained Earnings -1. 66 .11 3 -.43 .07 12 -.84 .10 2 -1.38 .08 1 -.27 .06 17
Other components .00 .00 43 .00 .00 46 .00 .00 42 .00 .00 40 .00 .00 41
Subtotal -1.76, .14 2 -.26 .20 15 -.87 .15 2 -1. 47 .11 1 2.32 .22 96
NonCntro1IntCnsldtdsSu .00 .00 47 .00 .00 48 .00 .00 48 .00 .00 48 .00 .00 96
Total Equity Capital -38821.00 2117.00 2 -6849.00 2722.00 11 -21726.00 2743.00 2 -38326.00 2136.00
2 55483.00 3535.00
96
TOTAL LIABILITIES & EQUITY -7.01 .43 4 -14.81 .83 2 3.44 .98 72 -3.71 .50 11 8.84 .41 92
CHANGES TO EQUITY CAPITAL: (%

Net Income -22.94 1.17 2
.95 1 -3.76 .89 14
Less:Cash Div on Pref .00 .00 48 .00 .00 48 .00 .00 49 .00
.00 46 .00 .00 48
Less:Cash Div on ComStk .00 .00 40 .00 .00 41 .00 .00 41 .00
.00 40 .00 .00 39
Subtotal -22.94 .98 2 -6.69 .71 8 -11.16 .82 3 -15.86 .68 1 -3.76 .62 15
Stock Issued .00 .00 48 .00 .00 48 .00 .00 48 .00 .00 48 .00 .00 48
Stock Retired .00 .00 48 .00 .00 48 .00 .00 49 .00 .00 49 .00 .00 49
New Basis Acct
1
.00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50
Oth Changes by iff) -1.35 .04 6 2.58 .52 75 -.38 .36 3 -1.05 .02 11 36.17 .99 96
Net Change Equity Cap -24.30 1.22 2 -4.11 1. 76 11 -11. 53 1.21 3 -16.91 1. 02 1 32.41 1.91 96
887
06:01 01/17/2011
5-QUARTER UTPR REPORT.FOR QUARTER ENDED 201009
LENDING, INVESTMENT, FORECLOSURE, AND RESTRUCTURING ACTIVITY ($000)
DOCKET:
DATA AS OF:
United Western Bank
PAGE 24
Current Quarter
1st Prior Qtr ..2=!. Prior Qtr
_ 4th ..
Months in Period 3
3 3
200912 200909
3
3
YRMO; Period End 201009 201006
201003
1.1 CASHhnDEPOSITS, & INVESTMENT SECURITIES:
-404,253 Net BS C gInCsh,Dep,&InvSC -92,454
77,861
15,536
278,150
2.2 MORTGAGE BACKED SECURITIES:
Pass-Through:
29,82
5
64, 748
Purchases
Sales

-20,140 -10,913
-11,650
9,685 78,428
53,098
Other Mortgage Backed Securities:
0 0
0
Purchases .
Sales 0 0
0
Other Balance -26,116 -12,256
-16,640
Net Subtotal (Other S! -26,116 -12,256
-16,640
Net Subtotal (Total MBS . -16,431 66,172
36,458
Net Other Chngs diff.) -38 46
50
Net BS Chng in Mtg ckdSec -16,469 66,218
36,508
5,595
0
0
0
-23,289
-8,685
-17,694
-8,685
0
0
0
0
-22,188
-23,399
-22,188
-23,399
-39,882
-32,084
-87
-355
-39,969
-32,439
2. 6 MORTGAGE LOANS:
1,378 3,714 Constr. Lns. Closed: 1-4 Res
5,409
Constr. Lns. Closed:5+ Res. 615 156
60
Constr. Lns. Closed:Nonres. 4,763 2,505
2,977
Perm. Mtgs. Closed:1-4 Res. 4,874
3, 083
Perm. Mtgs. Closed:5+ Res. 0
Perm. Mtgs. Closed:Nonres. 19,547 35,881
27,958
Perm. Mt2s. Closed:Land 516

349
Total ew originations 33,370
39,84l
Refinancing Loans(b) 0 0
0
10,319
15,663
2,251
3,342
10,861
13,908
3,954
8,441
738
395
13,744
43,031
1,041
4,4-69
42,908
89,249
0
0
Mtg Purchases: 1-4 Dwelling 1,73
6 1, 893 4,444
Mtg Purchases: 5+ Dwelling . 0
Mtg Purchases: Nonres. 0 169
0
Total Mtg purchases 1,737 2,065
4,4.44
Noncash Trans,excl.Frcl+NCO NA-
NA
NA
TotalDebits:orig+Prch+NnCsh NA NA
NA
2,769
2,263
0
0
0
0
2,769
2,263
NA
NA
NA
NA
Total Mtgs Sold 14,817 11,990
7,089
Mtgs Sold:1-4 Dwell 157 0
0
Mtgs Sold:5+ Dwell 0 0
0
Mtgs Sold:Nonres 14,660 11,990
7,089
Cash Repayment of Principal NA NA
NA
Foreclosures (Frcl) 12,822 3,458
8,338
Net Charge-offs (NCO) 14,248 816
6,967
Addition.s to Allowances 13,297

6,355
Total Credits:Sales+Misc. 55,184
28,749
5,942
14,430
0
0
0
0
5,942 ..
14,430
NA
NA
6,726
11,409
6,834
1,588

8,483
35,910
Net Subtotal NA NA
NA
Net Other Chngs (by diff.) NA NA
NA
Net BS Chng in Mtge Loans -57,844 -41,514
-27,502
NA
NA
NA
NA
-64,373
-34,433
3.1 NONMORTGAGE LOANS:
24,273

Cornmer.Lns Closed or Purch.
18,671
Consmr Lns Closed or Purch. 342
490
Net Subtotal 24,615 26,131
19,161
Net Other Chngs -23,829 -21,230
-24,595
Net BS Chng in No tge Lns 786 4,901
-5,434
4.0 REPOSSESSED ASSETS:
26,587
18,148
3,295
347
29,882
18,495
-33,554
-24,758
-3,672
-6,263
12,822 3,458
8,338
Foreclosures
ChgOffs on Repos'd (VA60) 0 0
0
Chg in VA (Chg in SC(40) 0 0
0
Ot :BS -2,432 -10,899
-2,972
Net BS Chng Repo'd sets 10,390 -7,441
5,366
5.8 OTHER ASSET CHANGES: 894 . -1,266
-823
Net BS Chng in .Total Assets -154,697 -383,355
85,976
6,126
11,409
0
0
0
0
-3,577

3,149
9,388
-7,195
-3,289
-96,524
211,114
DEBT RESTRUCTURING ACTIVITY:
33,991

l1,84l
TOR During period
Amt incld ScdSC in crnplince 39,993
38,793
MORTGAGE LOAN FORECLOSURE ACTIVITY:
6,725
11,409
30,040
26,773
837 1,012
2,134
Construction
Permanent Loans:
1,98
6
1,316
1,559
1-4 Family

0
0
2,480
0 4,645
Land

1,130
0
Total 3,458
8,338
1,747
6,897
1,900
3,310
1,360
0
0
1,202
1,719
0
6,726
11,409
888
LENDING, INVESTMENT, FORECLOSURE, AND RESTRUCTURING ACTIVITY (%)
06:01 01/17/2011
United Western Bank
PAGE 25
=====--=========== ================= =================
================= =================
Grou\, 5 Grou\, 5 Grou\, 5
S&L Pct
Grou\, 5
S&L Medlan Pct S&L Medlan Pct S&L Medlan Pct
S&L Medlan Pct
====== ====== === ====== ===::.:: === ===== ==== ===
====== === ====== ====== ===
Months in Period
3 3 3 3 3
YRMO, Period End .... 201009 201006
201003 200912 200909
1.1 CASH
h
DEPOSITS, & INVESTMENT SECURITIES: (% of Total Assets at Start of Period, not Annualized)
Net BS C ngInCsh,Dep,&InvSc -4.19 .01 7 -15.62 .24 2 3.11 1.57 75 .60 .25 56 11.65 .02 97
Pass-Through:
1.35 .00 72 3.45 .08 91 2.59 .00 87 .22 Purchases .00 64 .00 .00 28
Sales .00 .00 38 .00 .00 40 .00 .00 36 .00 .00 37 .00 .00 37
Other Balance Changes -.91 -.45 32 -.42 -.30 42 -.47 -.36 41 -.90 -.33 29 -.36 -.37 52
Net Subtotal (Pass Trough) .44 -.02 79 3.03 -.01 95 2.12 -.15 93 -.68 -.19 30 -.36 -.10 32
.00 30 .00 .00 31 .00 31 Purchases .00 .00 .00 .00 32 .00 .00 29
Sales .00 .00 40 .00 .00 40 .00 .00 45 .00 .00 42 .00 .00 43
Other Balance Changes -1.18 -.12 12 -.47 -.10 26 -.66 -.09 21 -.85 -.06 15 -.98 -.08 14
Net Subtotal (Other MBS) -1.18 .00 7 -.47 .00 17 -.66 .00 10 -.85 .00 11 -.98 .00 7
Net Subtotal (Total MBS) -.75 -.03 24 2.56 -.01 83 1.46 -.04 78 -1.53 -.10 12 -1.34 -.03 15
Net Other Chngs (by diff.) .00 .00 43 .00 .00 65 .00 .00 70 .00 .00 43 -.01 .00 11
Net BS Chng in MtgBckdSec -.75 -.03 21 2.56 -.01 85 1.46 -.04 78 -1. 54 -.08 12 -1.36 -.03 15
2.6 MORTGAGE LOANS:
.06 .07 49 .14 .07 62 .22 Constr. Lns. Closed: 1-4 Res .07 75 .40 .OB 75 .66 .07 85
Constr. Lns. Closed:5+ Res. .03 .00 B4 .01 .00 70 .00 .00 67 .09 .00 87 .14 .00 88
Constr. Lns. Closed: Nonres. .22 .00 87 .10 .00 78 .12 .00 78 .42 .02 91 .58 .02 91
Perm. Mtgs. Closed: 1-4 Res. .30 2.20 16 .19 1.83 17 .12 1.55 12 .15 1.99 7 .35 2.22 12
Perm. Mtgs. Closed:5+ Res. .00 .00 25 .00 .02 21 .00 .00 23 .03 .00 61 .02 .01 57
Perm. Mtgs. Closed:Nonres. .89 .24 87 1. 39 .27 93 1.12 .18 90 .53 .27 60 1.80 .33 92
Perm. Mtgs. .02 .00 71 .13 .00 82 .01 .00 58 .04 .00 70 .19 .00 85
Total New Or1g1natlons 1.51 3.58 24 1. 95 3.11 28 1.59 2.55 28 1. 65 3.31 20 3.74 3.91 47
Refinancing Loans(b) .00 1. 41 13 .00 .86 15 .00 .85 15 .00 .90 16 .00 .66 16
Mtg Purchases: 1-4 Dwelling .OB .00 80 .07 .00 76 .18 .00 85 .11 .00 80 .09 .00 79
Mtg Purchases: 5+ Dwelling .00 .00 45 .00 .00 46 .00 .00 46 .00 .00 44 .00 .00 43
Mtg Purchases: Nonres. .00 .00 44 .01 .00 93 .00 .00 43 .00 .00 44 .00 .00 43
Total Mtg Purchases .08 .00 77 .08 .00 72 .18 .00 78 .11 .00 75 .09 .00 75
Noncash Trans,excl.Frcl+NCO NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
TotaIDebits:orig+Prch+NnCsh NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Total Mtgs Sold .67 .71 49 .46 .56 45 .28 .50 42 .23 .60 39 .60 .82 47
Mtgs Sold:1-4 Dwell .01 .69 27 .00 .50 16 .00 .39 15 .00 .56 14 .00 .71 14
Mtgs Sold:5+ Dwell .00 .00 45 .00 .00 46 .00 .00 48 .00 .00 48 .00 .00 48
Mtgs Sold:Nonres .66 .00 97 .46 .00 93 .28 .00 91 .23 .00 94 .60 .00 96
Cash Repayment of Principal NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Foreclosures (Frc1) .58 .06 87 .13 .07 60 .33 .06 83 .26 .08 83 .48 .04 88
Net Charge-offs (NCO) .65 .03 93 .03 .03 53 .28 .02 86 .26 .03 87 .07 .02 65
Additions to Allowances .60 .05 89 .19 .05 75 .25 .07 81 .48 .06 92 .36 .04 88
Total Credits:Sa1es+Misc. 2.50 1. 40 60 .82 1.14 43 1.15 1.03 53 1.23 1.13 53 1.50 1.11 53
Net Subtotal NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Net Other Chngs (by diff.) NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Net BS Chng in Mtge Loans -2.62 .00 12 -1. 60 -.06 13 -1.10 -.22 28 -2.48 -.09 8 -1. 44 -.11 30
3 . 1 NONMORTGAGE LOANS:
1.10 .42 60 .98 .48 61 .75 Commer.Lns Closed or Purch. .35 62 1.02 .61 60 .76 .36 60
Consmr Lns Closed or Purch. .02 .07 27 .03 .. 07 38 .02 .07 31 .l3 .09 55 .01 .09 25
Net Subtotal 1.12 1.19 48 1. 01 1.24 48 .77 1.12 46 1.15 1.18 47 .77 1.16 43
Net Other Chngs (by diff.) -1.08 -1. 46 54 -.82 -1.12 53 -.98 -1.05 53 -1.29 -1.27 48 -1.04 -1.09 53
Net BS Chng in NonMtge Lns .04 -.02 68 .19 .00 65 -.22 -.01 31 -.14 .00 34 -.26 .00 30
.58 .06 87 .13 .07 60 .33 .06 83
Repos'd (VA60)
.26 .08 83 .48 .04 88
.00 .00 43 .00 .00 42 .00 .00 41 .00 .00 41 .00 .00 42
Chg in VA (Chg in SC440) .00 .00 50 .00 .00 48 .00 .00 50 .00 .00 50 .00 .00 51
Ot :BS - .11 -.06 39 -.42 -.05 12 -.12 -.04 25 -.14 -.04 24 -.08 -.04 32
Net BS Chng Repo'd ssets .47 .00 93 -.29 .00 3 .21 .00 83 .12 .01 79 .39 .00 93
5.8 OTHER ASSET CHANGES: .04 -.06 71 -.05 -.01 47 -.03 -.01 41 -.28 .42 6 -.14 -.02 30
Net BS Chng in Total Assets -7.01 .43 -14.81 .83 2 3.44 .98 72 -3.71 .50 11 8.84 .41 92
1.54 .22 93 .13 .19 37 .47 TOR During period .27 68 .26 .21 52 .48 .21 69
Amt incld ScdSC in Cmp1ince 1. 81 .63 81 1.10 .60 66 1.55 .61 73 1.16 .45 71 1.12 .39 74
.00 87 .04 .00 83 .09 construction .04 .00 91 .07 .00 91 .29 .00 98
Permanent Loans:
.09 .03 68 .05 .03 60 .06 1-4 Family .02 66 .07 .02 71 .14 .02 87
5+ Dwelling Units .00 .00 42 .00 .00 42 .00 .00 43 .05 .00 96 .00 .00 43
Nonresidential .11 .00 86 .00 .00 33 .19 .00 95 .00 .00 32 .05 .00 89
Land
.34 .00 96 .04 .00 80 .00 .00 34 .07 .00 89 .00 .00 34
Total
.58 .06 87 .13 .07 60 .33 .06 83 .26 .08 83 .48 .04 88
889
06:01 01/17/2011
OFFICE OF, THRIFT SUPERVISION - MIDWEST SUPERVISORY REGION
5-QUARTER UTPR'REPORT FOR QUARTER'ENDED 201009
QUESTIONS, BUSINESS STRATEGIES, AND NEW DEPOSIT YIELDS
United western Bank
DOCKET: 06679 TFR STATUS,: COMPLETE
PAGE 26
Current Quarter 1st Prior Qtr 2nd Prior Qtr 3rd Prior,Qtr 4th Prior Qtr
=3 --====-=====3 -==============;
==----==- ==============
Months in Period
YRMO, Period End
201009 201006 201003
3
200912
3
200909
SUPPLEMENTARY QUARTERLY QUESTIONS:
(O-No, l=Yes in One Qtr. of Period, 2=Yes in Two Qtrs. of Period, Etc.)
Did reporting association acquire any through merger?NA
bulk deposit were asset:Aor liab.included:in reporting balance
Has there been a change in control of
NA NA NA
Has there been a merger accounted for purchase
NA NA
, (O=Not restated, Other-Restatement Date Formated as MMDDYY)
If reporting association's bal.sheet is restated for the first time using push-down accounting, enter the date
the reorganization (MMDDYY) NA NA NA NA
Reporting association's fiscal year-end 12
Code representing nature of work to be performed by independent public
for the current fiscal year . 10 . 10
Did the reporting change independent accountant
quarter? 0 0
12
accountants
10
during tse
12
10
o
Did the reporting association or its SUbsidiaries
o
have outstandingofutures or options
positions at quarter-end? 0
Does the reporting association have a Subchapter S election in effe'ct for Federal income tax purposes
for the current tax year? ' 0 0 0 0
EXTENSIONS OF S&L CREDIT TO ITS DIRECTORS, AND RELATED INTERESTS:
Aggregate amount j$OOO) g 00 5,000
1
5,000
No.w/Large 1
890
NA
NA
of
NA
12
10
0
0
0

OFFICE'OF THRIFT SUPERVISION - MIDWEST SUPERVISORY REGION
COMPOSITION AND OFF-SAL.SHEET POSITIONS OF SECTION CMR PORTFOLIO / Part 1 of 3 ($000)
06:01 01/17/2011
United Western Bank
= -=========== =========-
YRMO, Period End .
201009
L COMPOSITION OF SECTION. CMR ASSETS:
SF 1st Mtqes & MBS, Fixed Rate:
30YrMtqLns
15YrMtqlns
BalloonMtqLns
SF 1st Mtq Lns, All Fix
30YrSecMtqConventionai
30YrSecMtqFHA/VA
15YrSecMtq
BalloonSecMtq
SF 1st Mtq Sec,. All Fix
SF 1st Fix, All Lns+Sec
30YrMtq:Lns+Sec
15YrMtq:Lns+Sec
BalloonMtq:Lns+Sec
SF Rate:
NonTeaser ARMs,CurrIndx
NonTeaser ARMs,LaqIndx
Teaser ARMs
Teaser ARMs,CurrIndx
Teaser ARMs,LaqIndx
SF ARMS, Teaser+NonTeaser
Securitized ARMS
Non-Securitized ARMS
SF 1st MtqLns+MBS: Fix+Adj
MultiFam+NResLns&Sec:
ARM Balloons
ARM FullyAmortizinq
Fix.Rate Balloons
Fix.Rate FullyAmortizinq
. subtotal
Const.&LandLns, Adj.Rate
const.&LandLns, Fix.Rate
2ndMtqLns, Adj.Rate
2ndMtqLns, Fix.Rate
Total Mtg Lns, Adi.+Fixed
Total Mtq Lns, Adj.Rate
Total Mtg Lns, Fixed Rate
NonMtq conuneiical Lns,Adj.
NonMtg Commercial Lns,Fixed
NonMtg Consumer Lns,Adj.
NonMtg Consumer Lns,Fixed
Total NonMtq Loans
Total Loans
Collaterized Mortgaqe Obliqations:
Floatinq Rate
Fixed Rate: Total
F/R: Remaining WAL <=5y
F/R: Remaining WAL 5-10y
F/R: Remaininq Wal>10y
Superfloaters
InverseFIQaters+SuperPos
Other
Total CMOs
. CMO Residuals
Interest-Only Stripped MBS
Principal-Only Stripped MBS
Total Mtq Der. Sec.
Low-Risk MtqDerSec.
Hiqh-Risk MtqDerSec;

2,344
61,066
15,685
13,669
o
o
29,354
90,420

2,344
305,496
252,672
52,82g
o
o
305,496
96,376
209,120
395,916
136,237
311,442
49,778
128,124
625,581
151,376
22,899

291,587
139,184
14,910
5,289

1,377,179
183,767
154,226
119,783
34,443
o
o
o
o

o
o
337,993

201006
54,866
10,620
1,232
66,718
16,620
10,776
0
0
27,396
94,114
82,262
10,620
1,232
328,000
271,681
56,31
6
0
0
328,000
101,257
226,743
422,114
149,240

133,964
617,253
182,755
31,873

1,
283,910
130,093
21,100
6,070

1,433,672
195,192.
136,699
112,333
1,040
23, 328
0
0
331,89
6
0
0
331,891
166,857
165,034
891
201003 200912
54,468
12,638
1,394
68,500
53,280
12,335
1,151
66,766
17,266
69,031
0
18,720
5,437
0
0 0
86,297 24,157
154,797

1,394
90,923
77,437
12,335
1,151
346,481
289,450
57,031
0
355,201
298,941
56,260
0
0 0
0 0
346,481
107,022
239,459
355,201
111,961
243,240
501,278 446,124
143,993
266,970
14,022
181,776
606,761
132,333
285,100
10,999
138,347
566,779
211,026
34,307

266,856

408
1,372,780
987,505
385,275
1,353,845
1,058,991
294,854
124,624
20,388
6,086
3,501
154,599
130,116
20,795
6,438

1,527,379 1,514,756
151,684
47,530
23,952
23,578
0
160,168

24,351
0
0 0
0 0
0 0
199,214
0
215,ng
0 0
0 0
199,214
121,130
78,084
215,774
49,919
165,855
PAGE 27
4th Prior Qtr
200909
54,374
13,986
1,156
69,516
20,169
0
0
0
20,169
89,685
74,543
13,986
1,156
368,421
310,994
57,42
6
0
0
368,421
116,533
251,888
458,106
116,277
32:
141,283
590,068
317,334
42,097

1,427,566
1,144,946
282,620
137,815
20,541
6,035
1,327
165,718
1,593,284
168,160

7,704
0
0
0
0
230,11
6
0
0
230,115
60 481
169: 634
06:01 01/17/2011
COMPOSITION AND OFF-BAL. SHEET POSITIONS OF SECTION CMR PORTFOLIO / Part 2 of 3 ($000)
United Western Bank
================= =================
YRMO, Period End.... 201009 201006 201003
1. COMPOSITION OF SECTION CMR ASSETS-continued: ($000 at End of Period)
Cash, Deposits & Securities:
Csn,NnInDp,OvNightFF&Repo
Equity Securities (a)
Zero-Coupon

Structured Securities
Other Securities
Total Cash, Dep.& Sec.
ITEMS RELATED TO MTG LNS+SEC
Nonperforming Mtgs
Accrued Mtg Int.Receiv.
Advs. for Taxes and Insur
Unamortized Yld Adj
Total Allowance
Unreal.Gains (Losses)
Total Other Mtg Assets
ITEMS RELATED TO NON-MTG LNS+SEC
Nonperforming NonMtg Lns
Accrued NonMtgLn Int.Recei.
Unamortized Yld Adj
Total Allowance
Total Other NonMtgLn Assets
14,935
o

115
156,246
38, 168
209,458
74,412
5,622
627
55,689
41,166
-959
-17,153
4,665
580
735
6,096

-1,586
ITEMS RELATED TO INVESTMENT
Unamortized Yld Adj
Total Allowance
SECURITIES
-3,397
Total Other Inv.Sec.Assets
Real Estate Investments
Repossessed Assets
Unconsol.Subs.Inv.
Office Premises and Equip.
Other Assets (b)
Total Consolidated Assets
(a)
(b)
Mtge MutualFunds MktVal
Other Equity Sec.MktVal
Equities: MrkVal-Book
Purch+Excess SrvngRghts
Total Bal of Mtgs Srvcd
ARMs, Curr.Mrkt Indx
ARMs, Lagg.Mrkt Indx
F/R, Coup <8%
F/R,
F/R,
F/R,10<=Coup<=10.99
F/R,11<=Coup

3,39
6
27,02
6
22,053
92,284
2,050,650
o

6,012
539,801
52,873
11,847
8,986
49,651
164,102
131,685
120,657
2. COMPOSITION OF SCHEDULE CMR LIABILITIES:
FixedRate, FixedMaturity Deposits:
Orig.Maturity<=12Mos
13<=Orig.Maturity<=36Mos
'37<=orig.Maturity
Subtotal, FIR F/M Dep.
Bal.Matur.in <= 3 Mos
Bal.Matur.in 4-12 Mos
Bal.Matur.in 13-36Mos
Bal.Matur.in 37+ Mos.
Other Deposi ts :
Transaction Accounts
MMDAs
Passbook Accts
Non-Int Bearing DemandDep
Total Deposits
F/M FIR Brwgs: Total
PM FR Brw Matur.0-3 Mos
FM FR Brw Matur.36+ Mos
F/M VIR Brwgs: Total
PM VR Brw Position 1
PM VR FHLB Advances
Other PM VR Borrowings
Total Borrowings
Escrows for Assets Held
Escrows for Mtgs Serviced
Other Escrows
Unamrtzd Yld Adj On Dep.
Unamrtzd Yld Ad] On BrW.
Other Liabilities
Total Liabilities
Minority Int.Consol.Subs

220,635
98,336
8,942
327,913
60,841
185,438

486,109
673,108
205
41,744
1,529,079
8,920
8,40
6
516
255,019

255,019

263,939
1,192
5,994
115,064
-13

14,436
1,929,691
5
120,955
2,050,651
14,263
o
o
117
248,177
39,260

301,817
74,520
6,218
128
33,498
39,966
-2,528
4,874
4,111
569
42
5,114

-476
-3,493

-1
3,492
o
16,635

22,285
91,158
2,205,348

o
6,289
562,848
55,435
12,328
7,513
50,607
172,625
137,338
127,002
279,381
120,044
32,585
432,010
170,693
133,191
116,273
11,853
518,318
642,123
245
49,611
1,642,307
12,830
12,283

547
248,202

248,202

261,032
957
7,797
117,714
-37

15,797
2,045,567
5
159,776
2,205,348
892
40,484

119
625,062
40,314
o
705,979
79,125

31,705
39,024
-1,999
13,126
4,517
533
59
4,354

637
-3,584

-1
3,583
o
24,076

22,568
92,141
2,588,703
o
o
o
6,770
587,444
57,705
13,104
6,265
52,739
181,189
143,008
133,434
424,374
55,515
31,247
511,136
115,908
328,279
55,652
11,297
621,378
827,003
439
54,525
2,014,481
8,074
7,497
o
577
248,009

248,009
o
256,083
1,259
12,598
122,062
-145
o
15,735
2,422,073
5
166,625
2,588,703
3rd Prior Qtr
=================
200912
586,324

121
52
41,519
o
628,016
60,825
6,335
792
27,400
32,230
-1,826
6,496
3,332
537
83
4,027

-241
-3,687

-1
3,686
o
18,709
o
22,774
92,757
2,502,727
o
o

7,344
611,928
60,307
13,896
5,378
54,056
189,506
150,125
138,660
441,650
18,874
11,572
472,096
108,973
334,282
17,618
11,223
425,659
939,056
360
55,657
1,892,828
1,827
1,220
o
607
258,635
o
o
258,.635
o
2.60,462
960
10,795
132,714
-266
o
16,874
2,314,367
5
188,351
2,502,723
PAGE 28
4th Prior Qtr
=================
200909
568,808
o

124
15
43,373
o
612,321
45,976
6,507
732
1,299
26,179
-2,962
22,775
883
565
8
2,816

-1,376
-3,846

-1
3,845
o
15,561

22,992
99,735
2,599,251

o

7,791
641,018
62,897
14,392
4,615
56,760
199,278
157,824
145,252
351,211
17,009
12,094
380,314
104,008
249,009
16,541
10,756
366,551
1,085,812
403
120,078
1,953,158
11,563
10,927
o
636
284,513

o
284,513
o
296,076
1,246
15,980
89,151
-276
o
17,235
2,372,570
5
226,677
2,599,253
06:01 01/17/2011
DOCKET:
DATA AS OF:
Current Quarter
3. Off-Balance Sheet Positions
Off-Bal.Sheet Position 1
Off-Bal.Sheet position 3
Off-BaLSheet position 5
Off-Bal. Sheet Position 8
NO.Positions Listed Above

4. SF 1st ARM Bal.w/Lifetime Caps
LifeCap-Coupon
201bp<= LfCp-Cpn <=400bp
400bp< LifeCap-Coupon
Subtotal, w/LifetimeCaps
subtotal, w/LifetimeFloor
Subtotal, w/o LftmCaps
Subtotal, w/o LftmFloors
5. SF 1st ARM Bal.w/Periodic Caps
Subtotal, w/Periodic Caps
Subtotal, w/PeriodFloors
Subtotal,w/o PeriodicCaps
Subtotal,w/o PeriodFloors
6. MF+NR ARMs w/LCap-Yd<300BP
201009
2216
4002
9512
and Floors
o
o
o
o
o
o
o
o
o
o
o
o
o
3
o
o
o
o
274,947
274,947
NA
30,549
NA
and Floors
274,947
274,947
30,549
30,549
o
United Western Bank
=================
201006
(Contract Code)
2216
4002
9512
o
o
o
o
o
o
o
o
o
o
o
o
o
3
o
o
o
o
295,200
295,200
NA
32,800
NA
295,200
295,200
32,800
32,800
o
893
201003
2216
4002
9512
o
o
o
o
o
o
o
o
o
o
o
o
o
3
o
o
o
o
311,833
311,833
NA
34,648
NA
311,833
311,833
34,648
34,648
o
3rd Prior Qtr
=================
200912
2216
4002
9512
o
o
o
o
o
o
o
o
o
o
o
o
o
3
o
o
o
o
319,681
319,681
NA
35,520
NA
319,681
319,681
35,520
35,520
o
PAGE 29
4th Prior Qtr
============
200909
2216
4002
9512
o
o
o
o
o
o
o
o
o
o
o
o
o
3
o
o
o
o
331,578
331,578
NA
36,842
NA
331,578
331,578
36,843
36,843
o
COMPOSITION AND CONTRACT YIELDS OF SECTION CMR PORTFOLIO I Part 1
of 3 (%)
06:01 01/17/2011
United Western Bank
PAGE 30
========;======== =================
================= =================
Graul? 5 Groul? 5
Pct
Graul? 5
Graul? 5 Groul? 5
S&L Pct S&L S&L Medlan Pct
S&L Pct S&L Pct
====== ===== ====== ====== === ====== ====== ===
===== == ===== ====
YRMO, Period End .... 201009 201006 201003
200912 200909
1. COMPOSITION OF SECTION CMR ASSETS: (% Total Assets at End of Period)
SF 1st Mtges & MBS, Fixed Rate:
30YrMtgLns 2.43 5.39 31 2.49 5.21 32 2.10 4.70 28 2.13 4.87 29 2.09 4.83 28
15YrMtgLns .43 3.28 15 .48 2.49 17 .49 2.35 15 .49 2.59 19 .54 2.74 23
BalloonMtgLns .11 .29 34 .06 .27 35 .05 .39 32 .05 .28 29 .04 .24 30
SF 1st Mtg Lns, All Fix 2.98 11.23 20 3.03 11.56 18 2.65 10.30 15 2.67 9.78 15 2.67 9.55 15
30YrSecMtgconventional .76 .13 68 .75 .15 65 .67 .10 68 .75 .13 66 .78 .14 67
30YrSecMtgFHA/VA .67 .00 85 .49 .00 81 2.67 .00 93 .22 .00 79 .00 .00 33
15YrSecMtg .00 1. 30 12 .00 1.38 13 .00 1.26 13 .00 1.51 12 .00 1.34 13
BalloonSecMtg .00 .00 36 .00 .00 35 .00 .00 36 .00 .00 33 .00 .00 32
SF 1st Mtg Sec, All Fix 1. 43 2.94 39 1.24 2.78 33 3.33 3.01 52 .97 2.60 34 .78 2.67 33
SF 1st Fix, All Lns+Sec 4.41 15.14 12 4.27 14.27 12 5.98 13.37 18 3.63 12.96 10 3.45 13.39 11
30YrMtg:Lns+Sec 3.86 6.18 33 3.73 6.65 31 5.44 6.33 43 3.09 6.18 30 2.87 6.41 29
15YrMtg:lns+Sec .43 6.71 8 .48 5.72 11 .49 5.74 11 .49 5.97 14 .54 6.15 17
BalloonMtg:Lns+Sec .11 .62 30 .06 .67 25 .05 .71 25 .05 .69 20 .04 .72 21
SF 1st Mtges & MBS, Adj. Rate:
14.87 71 13.38 Total NonTeaser ARMs 14 .90 9.13 71 9.40 9.83 66 14.19 10.49 67 14.17 10.74 65
NonTeaser ARMs,CurrIndx 12.32 8.09 68 12.32 8.40 67 11.18 9.38 58 11.94 10.18 61 11. 96 10.59 60
NonTeaser ARMs,LagIndx 2.58 .00 95 2.55 .00 95 2.20 .01 95 2.25 .01 94 2.21 .01 96
Teas.ARM Subj2Intro.Rates .00 .00 43 .00 .00 44 .00 .00 45 .00 .00 44 .00 .00 43
Teaser ARMs,CurrIndx . 00 .00 43 .00 .00 44 . .00 .00 45 .00 .00 44 .00 .00 43

.00 .00 50 .. 00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50
14.90 9.24 71 14 .87 9.40 71 13.38 9.83 66 14.19 10.49 67 14.17 10.87 65
Securitized ARMS 4.70 .47 85 4.59 .43 83 4.13 .32 80 4.47 .25 79 4.48 .27 78
Non-Securitized ARMS 10.20 5.78 65 10.28 6.11 66 9.25 6.50 61 9.72 6.38 64 9.69 6.25 61
SF 1st MtgLns+MBS: Fix+Adj 19.31 28.84 25 19.14 29.71 28 19.36 29.80 28 17.83 28.43 20 17.62 31.75 19
6.64 .74 78 6.77 .61 78 5.56 .93 73 ARM Balloons 5.29 .76 75 4.47 .64 71
ARM FullyAmortizing 15.19 2.13 91 14.08 2.37 90 10.31 3.73 81 11.39 3.40 79 12.44 3.53 85
Fix.Rate Balloons 2.43 2.21 53 1.07 1. 82 45 .54 2.13 40 .44 2.32 38 .35 1.89 39
Fix.Rate FullyAmortizing 6.25 1.66 84 6.07 1.79 86 7.02 1.90 86 5.53 1. 74 84 5.44 1.73 83
Subtotal 30.51 15.58 83 27.99 16.15 78 23.44 16.55 71 22.65 16.63 70 22.70 16.31 71
Const.&LandLns, Adj.Rate 7.38 1. 06 93 8.29 1.11 93 8.15 1. 43 93 10.66 1. 33 94 12.21 1.52 94
Const.&LandLns, Fix.Rate 1.12 .46 74 1.45 .44 78 1.33 .51 72 2.16 .54 84 1.62 .40 80
2ndMtgLns, Adj.Rate .90 2.59 31 .85 2.52 30 .74 2.64 28 .78 2.78 29 .75 2.73 29
2ndMtgLns, Fix.Rate .02 1.14 14 .02 1.06 15 .01 1.12 13 .02 1. 31 14 .02 1. 47 14
Total Mtg Lns, Adl.+Fixed 59.23 62.17 42 57.73 62.61 37 53.03 61.82 21 54.09 62.70 23 54.92 64.86 23
Total Mtg Lns, dj. Rate 45.01 27.81 84 44.85 28.61 83 38.15 27.56 70 42.31 28.83 79 44 .05 30.48 80
Total Mtg Lns, Fixed Rate 14.22 30.05 14 12.87 30.20 15 14.88 30.29 17 11.78 30.32 15 10.87 29.81 11
NonMtg Commerical Lns, Adj. 6.79 1. 90 84 5.90 1. 79 82 4.81 1.93 81 5.20 1. 64 82 5.30 1.56 83
NonMtg Commercial Lns,Fixed .73 1.23 39 .96 1.15 45 .79 1.17 40 .83 1.10 42 .79 .99 44
NonMtg Consumer Lns,Adj. .26 .03 79 .28 .03 78 .24 .04 77 .26 .05 75 .23 .05 73
NonMtg Consumer Lns,Fixed .15 .37 34 .15 .38 37 .14 .44 36 .14 .50 35 .05 .44 20
Total NonMtg Loans 7.92 6.87 54 7.28 6.88 53 5.97 7.07 45 6.43 7.24 44 6.38 7.89 47
Total Loans 67.16 75.15 30 65.01 74.80 25 59.00 75.54 16 60.52 78.35 16 61.30 79.20 15
co11aterized Mortgage Obligations:
.00 91 8.85 .00 91 5.86 Floating Rate 8.96 .00 88 6.40 .00 88 6.47 .00 88
Fixed Rate: Total 7.52 1.13 77 6.20 1.19 75 1. 84 1. 06 58 2.22 .91 66 2.38 .99 64
F/R: Remaining WAL

5.84 .95 78 5.09 .. 75 75 .93 .52 55 1.25 .60 57 2.09 .69 62
FIR: Remaining WAL 1. 68 .00 91 .05. .00 77 .91 .00 91 .97 .00 91 .30 .00 83
FIR: Remaining WAL >10y .00 .00 46 1.06 .00 97 .00 .00 46 .00 .00 46 .00 .00 46
Superfloaters .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50
InverseFloaters+SuperPOs .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50
Other .00 .00 49 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50
Total CMOs 16.48 1.53 87 15.05 1.47 82 7.70 1.36 70 8.62 1.16 71 8.85 1.29 73
CMO Residuals .00 .00 48 .00 .00 49 .00 .00 49 .00 .00 50 .00 .00 50
Interest-Onli Stripped MBS .00 .00 48 .00 .00 48 .00 .00 48 .00 .00 48 .00 .00 .48
y MBS .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50
Tota Mtg Der.Sec. 16.48 1.53 87 15.05 1. 47 82 7.70 1. 36 70 8.62 1.16 71 8.85 1.29 73
Low-Risk MtgDerSec. 10.50 1. 09 78 7.57 1.22 72 4.68 1.14 67 1. 99 1.10 61 2.33 1.10 61
High-Risk MtgDersec. 5.98 .00 96 7.48 .00 96 3.02 .00 95 6.63 .00 97 6.53 .00 96
894
COMPOSITION AND CONTRACT YIELDS OF SECTION CMR PORTFOLIO I Part
2 of 3 (%)
06:01 01/17/2011
United Western Bank
PAGE 31
================= ================= =================
=================
Graul? 5 Graul? 5 Groul? 5
Groul? 5 Groul? 5
S&L Med,an Pct S&L Medlan Pct S&L Med1an Pct S&L Med1an Pct' S&L Medlan Pct
====== ====== === ====== ====== === ====--= ====== === ====== ====== ===
===== ======
YRMO, Period End .... 201009 201006 201003
200912 200909
1. COMPOSITION OF SECTION CMR ASSETS-continued: (% Total Assets at End of Period)
Cash Deosits & Securities:
Csh,Nn nDp,OyNightFF&Repo .73 1.23 27 .65 1.09 23 1.56 1.11 66 23.43 1.30 97 21. 88 1.15 94
Equity Securlties .00 .00 29 .00 .00 27 .00 .00 28 .00 .00 27 .00 .00 27
Zero-Coupon Securities .00 .00 42 .00 .00 42 .00 .00 43 .00 .00 43 .00 .00 44
Gov't + Agency Securities .01 .08 42 .01 .09 40 .00 .08 41 .00 .05 42 .00 .04 42
TermF&Repo, Int.earn.dep. 7.62 1.50 79 11.25 2.85 87 24.15 2.45 96 .00 1.14 16 .00 1. 25 16
Structured Securities 1.86 .62 65 1. 78 .35 62 1. 56 .31 62 1. 66 .27 65 1.67 .26 67
Other Securities .00 .29 12 .00 .14 15 .00 .09 14 .00 .12 13 .00 .11 16
Total Cash, Dep.& Sec. 10.21 10.14 51 13.69 9.68 63 27.27 9.65 86 25.09 7.92 85 23.56 7.64 85
3.63 1. 42 77 3.38 1.38 76 3.06 1. 45

71 2.43 1. 36 69 1.77 1. 35 60
.27 .26 57 .28 .27 57 .25 .27 43 .25 .28 43 .25 .29 38
Advs. for Taxes and Insur .03 .00 81 .01 .00 65 .01 .00 70 .03 .00 84 .03 .00 82
Unamortized Yld Adj 2.72 -.01 98 1.52 .00 98 1.22 .00 98 1.09 .00 98 .05 .00 70
Total Allowance 2.01 .62 86 1.81 .62 83 1.51 .61 77 1.29 .58 79 1.01 .56 76
Unreal.Gains (Losses) -.05 .15 3 -.1l .13 3 -.08 .05 5 -.07 .05 5 -.11 .04 5
Total Other Mtg Assets -.84 1.42 4 .22 1.19 13 .51 1.20 20 .26 1.24 17 .88 1.20 35
.06 78 .19 .07 75 .17 Nonperforming Lns .23 .08 66 .13 .04 70 .03 .04 46
Accrued NonMtgLn In .Recei. .03 .04 42 .03 .04 40 .02 .06 37 .02 .05 38 .02 .05 38
UnamortizedYld Adj .04 .00 87 .00 .00 75 .00 .00 81 .00 .00 78 .00 .00 79
Total Allowance .30 .15 69 .23 .14 60 .17 .15 53 .16 .13 53 .11 .12 44
Unreal. Gains (Losses) .00 .00 49 .00 .00 49 .00 .00 48 .00 .00 48 .00 .00 48
Total OthrNonMtgLnAsts -.08 . .00 33 -.02 .00 41 .02 .00 60 -.01 .00 37 -.05 .00 28
ITEMS RELATED TO INVESTMENT SECURITIES
33 .00 .00 18 .00 Unrealized Gains (Losses) .00 .00 .00 22 .00 .00 24 .00 .00 20
Unamortized yield Adj -.17 .00 2 -.16 .00 1 -.14 .00 1 -.15 .00 1 -.15 .00 2
Total Allowance .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50
Total OthrInvSecAssets .17 .00 85 .16 .00 88 .14 .00 90 .15 .00 91 .15 .00 87
Real Estate Investments .00 .00 42 .00 .00 44 .00 .00 43 .00 .00 42 .00 .00 42
Repossessed Assets 1.32 .24 87 .75 .21 75 .93 .28 78 .75 .18 75 .60 .18 70
Unconsol. Subs. Inv. .00.00 31 .00 .00 32 .00 .00 31 .00 .00 33 .00 .00 32
Office Premises and Equip. 1.08 .99 51 1.01 .98 51 .87 1.01 36 .91 1.03 41 .88 1. 02 39
Other Assets (b) 4.50 4.34 53 4.13 4.09 51 3.56 4.16 46 3.71 4.06 46 3.84 3.76 51
Total Consolidated Assets 100.00 100.00 50 100.00 100.00 50 100.00 100.00 50 100.00 100.00 50 100.00 100.00 50
(a) Mtge MutualFunds MktVal .00 .00 43 .00 .00 42 .00 .00 42 .00 .00 42 .00 .00 42
Ot er Equity Sec.MktVal .00 .00 31 .00 .00 30 .00 .00 31 .00 .00 30 .00 .00 30
Equities: MrkVal-Book .00 .00 49 .00 .00 50 .00 .00 49 .00 .00 50 .00 .00 50
(b) Purch+Excess SrvngRghts .29 .01 83 .29 .01 82 .26 .01 81 .29 .01 80 .30 .01 80
Wtg.Avg.Srvng Fee (BP) 51.83 25.97 94 50.45 26.02 96 50.52 25.58 96 50.78 25.79 96 50.91 25.53 96
(% Total Balance Serviced at End of Period)
(b) Purch+Excess .29 .01 83 .29 .01 82 .26 .01 81 .29 .01 80 .30 .01 80
ARMs, Curr.Mrkt ndx 9.79 .22 81 9.85 .32 82 9.82 .36 79 9.86 .34 80 9.81 .33 80
ARMs, Lagg.Mrkt Indx 2.19 .00 96 2.19 .00 98 2.23 .00 98 2.27 .00 98 2.25 .00 98
FIR, Coup <8% 1.66 26.89 12 1.33 15.60 12 1.07 14 .18 13 .88 13.43 16 .72 13.23 16
FIR, 8<=Coup<=8.99 9.20 39.74 13 8.99 46.22 12 8.98 45.48 13 8.83 45.09 14 8.85 42.67 14
FIR, 9<=Coup<=9.99 30.40 16.83 87 30.67 18.36 87 30.84 19.26 87 30.97 20.18 83 31.09 21.56 80
F/R,10<=Coup<=10.99 24.40 2.68 84 24.40 2.73 82 24.34 2.94 82 24.53 2.99 83 24.62 3.25 83
F/R,l1<=Coup 22.35 .64 91 22.56 .69 92 22.71 .68 94 22.66 .69 94 22.66 .69 94
10.68 50 12.67 11.65 57 16.39 12.71 Orig.Maturity<=12Mos 10.76 63 17.65 13.89 67 13.51 14.87 41
13<=Orig.Maturity<=36Mos 4.80 12.66 18 5.44 11.65 23 2.14 10.70 8 .75 10.52 6 .65 10.25 6
.44 4.02 9 1. 48 3.80 26 1.21 3.38 22 .46 3.27 10 .47 3.31 8
subto aI, FIR F/M Dep. 15.99 31. 89 21 19.59 31.50 21 19.74 32.25 20 18.86 32.36 20 14.63 33.82 8
Bal.Matur.in <=3Mos 2.97 7.10 15 7.74 7.62 51 4.48 7.91 23 4.35 8.04 20 4.00 8.58 15
Bal.Matur.ih 4-12 Mas 9.04 12.41 28 6.04 13.18 20 12.68 14.71 38 11.36 14.87 42 9.58 15.46 24
Bal.Matur.in 13-36Mos 3.58 6.86 22 5.27 6.29 38 2.15 5.84 16 .70 6.08 7 .64 5.12 7
Bal.Matur.in 37+ Mos. .40 1. 97 14 .54 1.78 21 .44 1.54 21 .45 1.32 23 .41 1. 09 20
Transaction Accounts 23.71 5.80 93 23.50 6.50 93 24.00 5.82 93 17.01 5.36 89 14.10 5.04 89
MMDAs 32.82 13.11 89 29.12 13.32 86 31. 95 12.64 90 37.52 12.08 92 41. 77 11. 04 92
Passbook Accts .01 7.09 10 .01 6.95 10 .02 6.66 10 .01 7.68 8 .02 6.78 8
Non-Int Bearing DemandDep 2.04 3.39 31 2.25 3.86 33 2.11 3.17 33 2.22 3.39 29 4.62 3.28 57
Total 74.57 75.89 45 74.47 75.31 46 77.82 75.15 62 75.63 75.04 53 75.14 73.54 60
FIM FIR rwgs: Total .43 4.57 20 .58 4.23 20 .31 4.38 16 .07 5.52 14 .44 6.26 14
PM FR Brw Matur.0-3 Mos .41 .74 43 .56 .69 45 .29 ;50 47 .05 .77 38 .42 .80 42
PM FR Brw Matur.4-36 Mos .00 1.29 15 .00 1.04 16 .00 1.86 13 .00 1. 92 13 .00 3.30 12
PM FR Brw Matur.36+ Mos .03 .50 36 .02 .54 37 .02 .61 37 .02 .58 37 .02 .47 37
FIM VIR Brwgs: Total 12.44 2.02 85 11. 25 2.60 82 9.58 3.55 76 10.33 3.29 78 10.95 2.94 79
PM VR Brw position 1 .00 .00 36 .00 .00 35 .00 .00 35 .00 .00 35 .00 .00 35
PM VR Brw Position 2 .00 .00 45 .00 .00 47 .00 .00 45 .00 .00 44 .00 .00 44
PM VR FHLB Advances 12.44 1. 65 89 11.25 2.05 86 9.58 2.23 78 10.33 2.06 80 10.95 2 .. 10 82
Other PM VR Borrowings .00 .00 41 .00 .00 42 .00 .00 42 .00 .00 41 .00 .00 41
Total Borrowings 12.87 10.56 60 11. 84 10.38 57 9.89 10.78 42 10.41 11.29 43 11. 39 13.86 44
Escrows for Assets Held .06 .13 38 .04 .09 36 .05 .08 41 .04 .06 39 .05 .13 38
Escrows for Mtgs Serviced .29 .00 83 .35 .00 88 .49 .00 90 .43 .00 89 .61 .00 89
Other Escrows 5.61 .00 97 5.34 .00 97 4.72 .00 96 5.30 .00 96 3.43 .00 96
Unamrtzed Yld Adj On Dep. .00 .00 16 .00 .00 16 -.01 .00 16 -.01 .00 12 -.01 .00 12
Unamrtzed Yld Ad] on Brw. .00 .00 47 .00 .00 47 .00 .00 46 .00 .00 46 .00 .00 48
Other Liabilities .70 .92 32 .72 .80 38 .61 .76 32 .67 .84 38 .66 .90 32
Total Liabilities 94.10 89.42 96 92.75 89.59 88 93.56 89.88 93 92.47 90.03 87 91.28 90.24 71
Minority Int.Consol.Subs .00 .00 86 .00 .00 86 .00 .00 86 .00 .00 85 .00 .00 85
Equity 5.90 10.58 6 7.24 10.41 11 6.44 10.12 7 7.53 9.97 12 8.72 9.69 28
Total Conso Liab.+Cap. 100.00 100.00 50 100.00 100.00 50 100.00 100.00 50 100.00 100.00 50 100.00 100.00 50
895
COMPOSITION AND CONTRACT YIELDS OF SECTION CMR PORTFOLIO I Part 3 of 3 (%)
06:01 01/17/2011
United Western Bank
PAGE 32
DATA AS OF: 01/11 /2011 CMR STATUS: COMPLETE
=======--========= ================= ================= =================
Grout' 5
S&L
Grout' 5
Pct
Grout' 5 Grout' 5 Grout' 5
S&L Pct S&L Pct S&L Pct S&L Pct
====== ====== === ====== === ====== ====== === ====== ====== === ====== ====== ===
YRMO, Period End .... 201009 201006 201003 200912 200909
3. AVERAGE CONTRACT YIELDS: Contract Yield - or Index

at End of Period)
SF F/R 1st Mtgs, 30-Year 6.48 5.72 BB .49 5.78 89 6.47 5.87 88 86 6.46 5.91 82
SF FIR 1st Mtgs, 15-Year 5.75 5.32 73 5.B3 5.53 68 5.82 5.55 66 5.75 5.56 62 5.81 5.59 66
SF FIR 1st Mtgs, Balloons 6.70 5.95 89 6.54 6.00 81 6.47 6.07 77 6.46 6.02 73 6.46 6.19 68
SF FIR Convention'l 30Y MBS 5.45 5.23 63 5.47 5.31 59 5.46 5.39 55 5.45 5.46 49 5.48 5.50 46
SF NonTeas.ARMs:CurIndx 4.09 4.58 25 4.20 4.64 27 4.34 4.75 27 4.54 4.83 33 4.74 5.02 33
SF NonTeas.ARMs:LagIndx 3.47 4.80 10 3.89 4.89 19 3.98 5.02 19 4.04 5.29 17 4.39 5.46 21
SF Teaser ARMs: CurIndx NA 4.66 NA NA 5.02 NA NA 5.09 NA NA 4.30 NA NA 4.97 NA
SF Teaser ARMs: LagIndx NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
MultiFam&NonRes BalloonARMs 83001.6100 83001.6000 83001.6400 83001. 7100 83001.7200
Mul tiFam&NonRes FulAmtzARMs 83001. 2700 83001.1400 83001. 3700 83001.1300 83001.2000
MultiFam&NonRes FIR Balloon 5.90 6.15 35 6.42 6.19 68 6.87 6.27 86 6.72 6.23 80 6.81 6.29 83
Mul t i Fam&NonRes FIR FulAmtz 6.26 6.30 44 6.34 6.39 42 5.30 6.39 18 6.40 6.38 54 6.40 6.40 48
Const.&LandLns, Fix.Rate 5.82 6.02 37 5.11 6.01 16 5.14 5.98 19 4.85 6.00 9 5.46 6.09 18
Const.&LandLns, Adj.Rate 83000.9600 83001.0100 83001. 0900 83000.9400 83000.9200
2ndMtgLns, Fix.Rate 6.78 6.80 47 6.78 6.82 46 6.81 6.84 47 7.21 6.92 63 7.23 6.88 65
2ndMtgLns, Adj.Rate 83000.3000 83000.1600 83000.1600 83000.1400 83000.1100
Lns, Fix.R 6.39 6.21 58 6.30 6.32 49 6.22 6.37 41 6.20 6.36 44 6.38 6.29 53
NonMtgCornrnercial Lns, Adj.R 83000.5900 83000.6200 83000.5800 83000.5600 83000.5100
Consumer Lns, Fixed Rate 4.59 6.85 15 4.70 6.99 15 4.77 7.32 12 4.81 7.22 13 6.42 7.31 32
Consumer Lns, Adj.Rate 83000.1500 83000.1700 83000.1500 83000.1500 83000.1700
USGov't+Agency Securities .79 .94 46 .79 .99 45 .79 .96 46 .79 .95 46 .79 1.41 46
TermFF+Repos + IEdeposits .25 .23 65 .25 .23 68 .25 .23 68 .01 .16 19 .01 .20 18
Other IE securities .00 3.13 13 .00 2.99 15 .00 3.15 15 .00 3.19 14 .00 3.35 16
DP:F/M F/R Bal.Matur. 0-3rno 1.67 1.54 60 1.83 1. 71 58 1.20 1. 79 15 1.31 2.04 16 1.46 2.52 10
DP:F/M FIR Bal.Matur.4-12mo 1. 39 1.67 27 1.74 1. 81 44 1.71 1. 96 29 1.62 2.08 15 1. 74 2.26 19
DP:F/M F/R Bal.Matr.13-36mo 1. 94 2.50 12 1.70 2.65 1 2.09 2.78 7 2.80 2.92 44 3.00 3.10 39
DP:F/M FIR Bal.Matur.37+ mo 3.24 3.03 70 3.82 3.19 85 3.87 3.32 84 3.87 3.43 79 2.77 3.67 5
DP:Transaction Accounts .13 .38 19 .14 .42 17 .13 .48 16 .14 .40 19 .15 .48 17
DP:MMDAs .15 .69 4 .47 .84 20 .40 .95 11 .39 .98 9 .63 1.02 19
DP:Passbook Accounts .25 .36 28 .25 .50 23 .25 .52 21 .25 .55 18 .25 .65 17
BW:F/M F/R Brwg Mat.0-3 Mos 4.64 1.80 88 4.31 2.18 81 5.26 2.33 91 .01 2.44 2 3.94 2.50 75
BW:F/M F/R Brwg Mat.4-36 Mo NA 3.38 NA NA 3.53 NA NA 3.59 NA NA 3.64 NA NA 3.63 NA
BW:F/M FIR Brwg Mat.36+ Mos 5.84 3.62 82 5.08 3.66 76 5.84 3.71 84 5.84 3.79 83 5.84 3.98 84
BW:F/M VIR Borrowings,Pos 1 NA NA NA NA NA
BW: F /M VIR Borrowings, Pos 3 . NA NA NA NA NA
BW:F/M VIR Borrowings,Other NA NA NA NA NA
4. SF 1st ARM Bal.w/Lifetime

and Floors
LifeCap-Coupon <=200bg .00 29 .00 .00 29 .00 .00 28 .00 .00 26 .00 .00 26
201bp<= LfCp-Cpn <=40 bp .00 .01 19 .00 .03 16 .00 .03 13 .00 .03 14 .00 .05 12
400bp< LifeCap-Coupon 13.41 7.34 69 13.39 7.61 68 12.05 8.32 65 12.77 8.50 66 12.76 8.76 64
Subtotal, w/LifetimeCaps 13.41 7.64 69 13.39 7.93 68 12.05 8.56 65 12.77 9.15 66 12.76 9.89 64
Subtotal,w/LifetimeFloor NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Lag.I.ARMs,% w/LifeCaps 90.00 100.00 25 90.00 100.00 23 90.00 100.00 25 90.00 100.00 24 90.00 100.00 23
Curr.I.ARMs,% w/LifeCaps 90.00 99.15 20 90.00 99.22 23 90.00 99.18 23 90.00 99.25 21 90.00 98.99 22
5. SF 1st ARM Bal.w/Periodic Caps and Floors
Subtotal,wl PeriodicCap 7.88 74 13.39 7.76 72 12.05 8.52 65 12.77 9.14 67 12.76 9.62 65
Subtotal,wl Period Firs 13.41 5.86 74 13.39 6.13 72 12.05 6.51 65 12.77 6.85 69 12.76 7.11 66
Lag.I.ARMs,% w/PeriodCap 90.00 93.66 41 90.00 95.08 41 90.00 98.80 35 90.00 96.75 40 90.00 98.23 36
Cur.I.ARMB,% w/PeriodCap 90.00 96.32 28 90.00 96.01 28 90.00 96.47 28 90.00 96.77 30 90.00 96.93 33
Av.PeriodicCap(BP),LagI 105.34 183.50 12 105.34 181. 50 10 105.46 183.00 7 105.55 183.50 8 125.81 184.00 26
Av.PeriodicCap(BP),CurI 237.48 200.00 81 232.21 200.00 80 231. 32 200.00 78 225.31 200.00 77 176.37 200.00 18
6. MF+NR ARMw/LCap-Yd<300BP .00 .00 27 .00 .00 26 .00 .00 25 .00 .00 26 .00 .00 26
7. WtAv Months to Next Reset for Selected Adj.Rate Items
31 12.99 SF NonTeas.ARMs:CurIndx 12.20 17.85 33 12.65 17.99 17.76 32 13.27 19.15 25 13.90 19.71 27
SF NonTeas.ARMs:LagIndx 11.98 7.00 87 11.98 7.00 86 11. 98 6.88 85 11. 98 7.00 82 11. 98 7.00 76
MF+NR BalloonARMs 37.00 1.00 84 37.00 1.00 81 37.00 1. 00 82 37.00 1.00 79 37.00 1.00 82
MF+NR FulAmtzARMs 7.00 12.00 42 6.00 12.00 39 7.00 12.00 40 7.00 12.00 41 7.00 .12.00 42
8. WARM (months) for selected Fixed-Rate Items
SF FIR 1st Mtgs, 30-Year 250.70 314.26 7 253.70 316.16 6 256.19 315.44 6 257.90 317 .10 6 263.60 318.19 6
SF FIR 1st Mtg+MBs,15Yr 68.64 138.33 4 63.39 134.55 5 60.04 133.56 6 63.50 137.91 5 61.34 133.29 6
SF FIR IstMg+MBS,Balloon 15.98 67.84 7 23.78 66.62 15 17.01 65.86 9 11. 81 61.00 5 14.82 62.40 7
SF F/R Convent'l 30Y MBS 302.27 300.72 52 304.97 302.73 55 307.19 301. 52 53 312.92 311. 97 52 317.30 314.18 59
MultiFam&NR F/R Balloon 36.00 33.50 54 41.00 33.00 61 27.00 34.00 40 37.00 34.00 53 43.00 34.00 57
MultiFam&NR F/R FulAmrtz 36.00 69.50 19 37.00 68.00 22 97.00 73.00 65 41.00 70.00 20 8.00 72.00 14
zero-callAoD Securities .00 .00 42 .00 .00 42 .00 .00 43 .00 .00 43 .00 .00 44
USGov't+ gency Secur. 163.00 8.50 98 160.00 B.OO 98 163.00 5.00 98 166.00 5.00 98 17 4.00 5.00 98
TermFF+Repos 1. 00 1.00 54 1.00 1.00 53 1.00 1.00 53 1.00 1.00 53 1.00 1.00 52
Other IE .00 30.50 12 .00 30.00 15 .00 33.00 14 .00 29.00 13 .00 30.00 16
DP:F/M F/R Matur.37+ mo 47.00 50.00 22 45.00 50.00 20 47.00 50.00 25 50.00 50.00 46 37.00 50.00 6
BW:F/M F/R Matur.36+ Mos 45.00 47.50 42 47.00 46.00 53 50.00 48.00 57 53.00 48.00 62 56.00 49.00 62
896
INTEREST RATE RISK INFORMATION
From OTS Interest Rate Risk Model
06:01 01/17/2011
United western Bank
PAGE 33
Current QUarter 1st Prior Qtr 2nd Prior Qtr
-- 5 =-
=-===..r====-== =
Groul? 5
S&L Medl.an Pct S&L Mad an Pct S&L , Med an Pct S&L Med an Pct S&L Medl.an
-=-==- -=-- -== --- -- == -- -==-= --- --== ===== =-- -=======-= --==
YRMO, Period End' . 201009 201006 201003 200912 200909
NPV AS % OF PV ASSETS AFTER:
10.03 11.99 26 10.54 12.37 28 9.75 11.30 23 11.30 Upward Shock 300bp' 11.30 50 11.05 11.35
Upward Shock 200bp 10.08 12.41 19 10.39 12.72 20 9.67 12.13 13 11.26 11.94 41 11.06 12.00
Upward Shock 100bp 9.98 12.67 12 10.12 12.82 11 9.61 12.60 11 10.96 12.39 26 10.69 12.45
No change ' 9.83 12.43 12 10.36 12.75 16 9.43 12.66 7 10.59 12.71 15 10.14 ,12.57
Dwnwrd Shock 100bp 9.77 12.53 13 9.50 12.76 11 9.55 12.66 7 10.60 12.58 20 9.92 12.26
Dwnwrd Shock 200bp .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00 ' .00
Dwnwrd Shock 300bp NA NA NA NA NA NA NA NA NA NA NA NA NA NA
BP CHANGE IN NPV AFTER:
.20 -.95 66 .18 -.73 71 .32 -1.58 80 .70 Upward Shock 300bp -1.42 88 .91 -1.10
Upward Shock 200bp
.24 -.26 61 .03 -.14 58 .23 -.79 73 .66 -.72 85 .92 -.23
Upward Shock 100bp
.15 -.06 57 -.24 .08 36 .18 -.29 71 .37 -.22 84 .55 -.05
No change
-.06 -.08 51 -.85 -.25 6 .12 .09 52 .01 Dwnwrd Shock 100bp .02 48 -.22 -.18
Dwnwrd Shock 200bp
.00 .00 50 .00 .00 50 .00 .00 50

.00 50 .00 .00
Dwnwrd Shock 300bp NA NA NA NA NA NA NA NA NA NA NA NA NA
CHANGE IN NPV AS A % OF
BASE CASE NPV AFTER:
1.32 -9.89 67 .97 -10.36 72 2.99 -14.75 81 6.39 Upward Shock 300bp -14.72 89 9.15 -12.41
Upward Shock 200bp 2.11 -4.22 63 -.33 -4.05 60 2.21 -8.27 78 6.24 -7.85 89 9.47 -5.91
100bp
1.38 -1.37 61 -2.89 -.20 33 1.78 -2.86 72 3.46 -2.65 88 5.66 -1.44
Dwnwrd 100bp -.34 .07 45 -8.81 -1.53
5,
1.61 ,1.66 48 .47 .72 48 -2.10 -.83
Dwnwrd Shock 200bp .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00
Dwnwrd Shock 300bp NA NA NA NA NA NA NA NA NA NA NA NA NA NA
BASE CASE PV ASSETS AFTER:
.13 -1.31 67 .10 -1.15 72 .28 -1.89 80 .68 Upward Shock 300bp -1.88 88 .93 -1.45
Upward Shock 200bp
.21 -.50 62 -.03 -.41 60 .21 -1.06 77 .66 -.97 87 .96 -.59
Upward Shock 100bp .14 -.16 61 -.30 -.02 40 .17 -.40 71 .37 -.33 87 .57 -.12
100bp -.03 .01 48 -'.91 -.19 5 .15 .20 47 .05 .08 48 -.21 -.10
DwnwrdShock 200bp .00 50 .00 .00 50 .00 .00 50, .00 .00 50 .00 .00
Dwnwrd ,Shock 300bp NA NA NA NA NA NA NA NA NA NA NA NA NA NA
IRR MEASURES:
9.83 12.43 12 10.36 12.75 16 9.43 12.66 7 10.59 Pre Shock NPV(%) 12.71 15 10.14 12.57
Post Shock NPV(%)
9.77 11.71 22 9.50 12.20 12 9.43 11.78 12 ,10.59 11.64 35 9.92 11.84
Sensitivity Meas:Decline NPV .06 .65 4 .85 .76 60 .00 .88 2 .00 .88 1 .22 .71
SELECTED MARKET RATES OF INTEREST (b):
U.S. Treasury Bills (c):
0.16 0.18 0.16 3 month
6 month
0.19 0.22 0.24 0.20
1 year
0.27 0.32 0.41 0.47
U.S. Trsry Notes&Bonds (d) :
0.42 0.61 1.02 2 year 1.14
3 year
0.64 1.00 1.60 1. 70
5 year
1.27 1. 79 2.55 2.69
7 year
1.91 2.42 3.28 3.39
10 year
2.53 2.97 3.84 3.85
30 year
3.69 3.91 4.72 4.63
Prime Rate
3.25 3.25 3.25 3.25
FHLMC Net Ylds (e) :
3.82
amily
4.19 4.90 4.97'
Mul i-family (f)
4.80 5.13 6.05 6.21
11th District COFI
1.71 1. 79 1.61 2.09
Note,S: Interest Rate Risk data is delayed by at least one day due to system constraints. Please refer to the
Interest Rate Risk System for current, data.
Pct
44
37
29
24
24
50
NA
88
88
85
41
50
NA
88
89
88
37
50
NA
88
88
87
41
50
NA
24
30
15
0.14
0.18
0.40
0.95
1.45
2.31
2.93
3.31
4.03
3.25
4.69
5.62
1.41
(a) If the 3 month rate is less than 3.00%, Downward Shock #3 is one-half the 3 month T-Bill rate. Otherwise,
Downward Shock #3 l.S 300 basis points., , '
(b) All rates are as of the last daY,of quarter for the perl.od presente9. Exception: COFr is a weighted
average of the cost of funds for savl.ngs l.nst1tutions in the 11th FHLB Distrl.ct and is for the last month of the
period presented. "
(c) Quoted on discount basis and annuall.zed USl.ng'a 360 day year.
(d! Yields on actively traded issues adjusted to constant maturities.
(e FHLMC Required Net Yields for 30 day commitments.
(f, Under a propietary agreement with Fannie Mae, OTS cannot dislose these rates.
897
06:01,01/17/2011
EXAM RATIO INFORMATION
DOCKET:
DATA AS OF:
Current QUarte'r
2 ()100
82
United Western Bank
1st Prior Qtr 2nd prior Qtr 3rd
3
201006
79
===-=====-==========---=
3
201003
79
Months in Period
YRMO, Period End
S&Ls in Peer Group
CAPITAL ADEQUACY .:: PCA REQUIREMENTS:
Total Risk-Based capital
Tier 1 Risk-Based Capital
Tier 1 Leverage Cap (Core)
Tangible Equity capital
108,073
127,541
127,5,41
127,541
135,039
164,036
164,036
H;4,036
139,674
172,060
172,060
172,060
EARNINGS:
Interest&Dividend Income

Fee Income
Corelnc:Before Loss Prov
Provisions for Loss
CoreInc:After Loss Prov
Net Non-Core Income
Income Before Tax
Income Tax
IncTax Before extr Item
Extraordinary items
NetlnC!-!Atrbl To Inst/Nct
Net Inc - Atrbl To Noncntro
Netlnc - Atrb1 To Say Inst

16; 507
16'm
687
930
19,346
-18,416
-17,944
-36'm
-36, 653
-36,
-36,658

16;999
18,468
107
661
-915
5,120
-6,035
-4,979

-11,14
5
-11,145
o
-11,145
22,075
5,763
16,312
18,286
102
553
-1,523
14,545

-22;079
-1,063
-21, 018
-21,016
o
-21,016
Prior Qtr
3
200912
77
161,669
192,839
192,839
192,839
23,525
7,028
16,497
16,626
106
631
396
14,891
-14,495
-21,687

-35, 958
-35, 958
-35,956
PAGE 34
4th Prior Qtr
3
200909
77
205,788

228,228

17;274

658
433
12,166

-6,43g
-6,434
o
-6,434
Current QUarter 1st Prior Qtr 2nd Prior Qtr 3rd Prior Qtr 4th Prior Qtr
G;;;;I? 5 5 =- Group 5 =-
S&L Med1an Pct S&L Median,Pct S&L Med1an Pct S&L Med1an Pct S&L Median Pct
YRMO
L
_ period End.... ==- -==='201009 -= -201006 ====-W1003 ,- ====-W0912 --
CAPITAU ADEQUACY - PCA REQUIREMENTS:
Total Risk-Based Cap1tal 7.80 15.20 2 9.02 14.82 3 9.18 14.48 2 10.07 14.11 2 11.07 13.51 8
Tier 1 Risk-Based Capital 6.53 14.10 2 7.75 13.77 3 7.91 13.36 2 8.81 12.88 3 9.82 12.31 10
Tier 1 Lever Capital(Core) 6.20 9.59 6 7.42 9.47 11 6.63 9.26 5 7.68 9.11 16 8.77 9.10 43
9.13
Nonperf+Repo/Tier1capl+Allo 58.66
30-B9PastDue/TierlCap1+Allo 29.27
3.53
18.74
5.93
85 9.26
87 43.95
9B 26.66
EARNINGS: (as a % of Avg. Assets)
Interest & Dividend Income 4.06 4.39 36
Interest Expense .84 1.23 19
Net Interest Income 3.22 3.03 60
G&A Expense 3.15 2. 5B 69
Goodwill Amortization .02 .01 63
*Fee Income .13 .38 20
CoreInc:Before Loss Prov .18 1.05 14
Provisions for Loss 3.77.52 92
Corelnc:After Loss Prov -3.59, .29 7
Net Non-Core Income -3.50 .19 1
Income Before Tax -7.09 .71 3
Income Tax .06 .18 30
IncTax Before Extra Item -7.15 .53 3
Extraordinary Items .00 .00 50
NetIncl-)Atrbl To Inst/Nc,tl -7;15 .53 3
NetInc -)Atrbl To Noncntrol .00 .00 4B
Netlnc(-)Atrbl To Say Inst. -7.15 .53, 3
3.67
.86
2.B1
3.05
.02
.11
-.15
.85
-1.00
-.82
-1.82
.02
-1.B4
.00
-1.84
.00
-1.B4
3.76
IB.75
6.11
4.42
1.37
3.02
2.54
.01
.42
1.05
.49
.37
.14
.65
.17
.45
.00
.45
.00
.45
B7
81
97
15
17
33
67
63
16
8
71
2,1
1
12
28
8
50
8
48
8
9.43
47.82
27.B5
3.12
.82
2.31
2.59
.01
.08
-.22
2.06
-2.27
-.B5
-3.12
-'.15
-2.97
.00
-2.97
.00
-2.97
3.90
19.41
7.01
91
85
97
4.57 6
1. 47 15
3.10 15
2.63 47
.01 62
.37 16
1.02 .11
.51 B3
.35 12
.12 2
.74 6
.22 13
.49 3
.00 50
.49 3
.00 47
.49 3
6.llB
35.66
16.0B
3.47
1.04
2.43
2.45
.02
.09
.06
2.20
'-2.14
-3.20
-5.34
-.03
-5.30
.00
-5.30
.00
-5.30
3.43 77 7.03
17.28 73 23.91
6.20 B3 23.36
4.67 7
1. 51 15
3.12 17
2.54 44
.01 64
.44 17
1.09 10
.62 84
.31 15
.09 1
.51 3
.16 32
.38 1
.00 50
.38 1
.00 49
.38 1
3.94
1.16
2.7B
2.79
.02
.11
.07
1.96
-1.89
.11
-1. 77
-.74
-1.03
.00
-1.03
.00
-1.03
3.40 85
17.16' 66
7.50 96
4.B1 14
1. 76 16
3.04 33
2.49 62
.01 69
.40 16
1.07 8
.56 80
.36 14
.09 56
.52 15
.15 10
.40 15
.00 50
.40 15
.00 50
.40 15
Int EA/lnt Brng Liablties 100.45 110.24
9 103.30 110.20 13 101.77 108.72 11 103.76 109.21 11 109.20 109.49 44
LIQUIDITY/ASSET LIABILITY MANAGEMENT:
** Pre-Shock NPV % PV of Asset 9.83 12.43
** Post-Shock NPV Ratio 9.77 11.71
** Sensitivity Meas:Dec1ine NPV .06 .65
OTHER ELEMENTS:
Net Int/Avg.Earning Assets 3.36
Total NonintExp./Avg.Assets 3.20
Net Income/Avg Total Equity -104.46
Net Losses/Avg. TotlLns&Lease, ,5. BB
Earn Coverage of Net Losses .85
ALLL/Total Loans & Leases 3.14
Nonperf'Loans & Leases/ALLL 177.76
3.37
2.64
4.64
.81
5.38
1.41
192.67
12
22
4
10.36
9.50
.85
12.75
12.20
.76
48 3.06 3.25
67 3.07 2.56
2 -27.32 4.10
95' .05 .72
10 56.29 5.61
90 3.02 1.32
46 181.24 181.24
16
12
60
33
65
7
7
94
B9
50
** Displayed as NA if the institution has not filed section CMR.
898
9.43
9.43
.00
2.77

4.0B
1.14
2.59
211.73
12.66
11. 7B
.BB
3.42
2.69
4.11
.,73
5.01
1.30
200.84
7 10.59
12 10.59
12 .:71
11.64
.BB 2 .00
26
46
3
B9
12
B6
51
2.77 3.39
2.48 2.63
-69.31 3.7B
2.18 .78
2.07 4.87
2.51 1.28
177.58 188.58
15 10.14
35 9.92
1 .22
12.57
11.84
.71
19
44
1
B5
27
90
47
2.95 3.27
2.B2 2.57
-12.94 3.46
.91 .73
3.21 5.74
1.92 1.19
161. 31 202.43
24
30
15
34
57
14
55
32
B1
43
06:01 01/17/2011
ASSET QUALITY - SUPPLEMENTAL DETAIL
United Western Bank
DOCKET: 06679 . TFR STATUS:
DATA AS OF.: 01/17/2011 CMR STATUS:
COMPLETE
COMPLETE
PAGE 35
-- -
YRMO, Period End.... 201009 201006 201003' 200912 . 200909
SINGLE-FAMILY LOAN DELIQUENCY LOAN CHARGE-OFF DETAIL
LOANS PAST DUE 30-89 DAYS AND STILL ACCRUING: ($000 at End of Period)
permMtg,l-4 Unit 11,986
0
11,725
0
Revol v Open End
First Liens 11,986
0
11,725
0
Junior Liens
LOANS PAST DUE 90+ DAYS AND
PermMtg,l-4 Unit
. Revolv Open End
First Liens
Junior Liens
STILL at
o
9,69
6
End of Period)
8,46
6
8,464
o
NONACCRUING LOANS:
permMtg,1-4 Unit
RevQlv Open End

13,26
5
13,26
5 First Liens
Junior Liens
NET GVA CHARGE-OFFS
PermMtg,l-4 unit
Revo1v Open End
First Liens
Junior Liens
& CHANGES IN SVA'S

($000
1,123
o
1, 125
During' Period) 323
o
323
o

11,733
0
9,715
0
9,71
5

12,501
0
678
0
678
0
14, 948
14, 363 14, 948
7,986
0
7,204
0
7,986
0
7,204
0
13, 13,39
6
13,72
5
13,39
5
495 27
0 0
495 27
0 0
=======--=-==--== =
_e=
S&L Pet S&L Pet S&L Pet S&L Pet S&L Pet
-===== ==-=== -= -= ==-
== -===--= ===-- -== -- === .= ========
======= -==
YRMO, Period End
201009 201006 201003 200912 200909
SINGLE-FAMILY LOAN DELIQUENCY LOAN CHARGE-OFF RATES
(% of outstanding Gross Loans in Each Category)
LOANS PAST DUE 30-89
DAYS AND STILL ACCRUING:
PermMtg,1-4 Unit
3.78 .92 91 3.53 .94 90 3.37 1.16 93 4.10 1.00 94 4.14 1.15 94
Revolv Open End
.00 .42 13 .00 .42 12 .00 .40 14 .00 .49 13 .00 .49 12
First Liens
4.02 1.04 90 3.74 .95 89 3.57 1.12 92 4.34 1.06 91 4.38 1.07 93
Junior Liens
.00 .59 11 .00 .58 12 .00 .60 13 .00 .70 12 .00 .47 12
LOANS PAST DUE 90+
DAYS AND NON ACCRUING.:
92 6.54
PermMtg,1-4 Unit
9.59 1.96 2.00 89 6.39 1.91 87 6.19 1.76 90 5.70 1.66 92
Revolv Open End
.00 .55 11 .00 .56 10 .00 .60 1.3 .00 .51 12 .00 .44 13
First Liens
10.20 2.26 92 6.93 2.30 87 6.77 2.31 84 6.57 1.95 87 6.04 2.00 85
Junior Liens
.00 1.02 16 .00 .91 13 .00 .66 15 .00 .51 15 .00 .51 .16
RATES OF GVA CHARGE-OFFS AND CHANGES
IN SVA'S:
PermMtg,1-4 Unit .35 .
.11 78 .09 .07 57 .19 .09 66 .14 .11 54 .01 .05 21
Revol v Open End .00
.04 25 .00 .05 26 .00 .00 30 .00 .01 28 .00 .00 28
First Liens .37
.09 83 .10 .04 64 .21 .05 72 .15 .08 65 .01 .04 32
Junior Liens .00
.00 30 .00 .00 31 .00 .01 26 .00 .00 31 .00 .00 31
YRMO, Period End.... 20l00'9=--
PAST DUE LOANS: GNMA BUY-BACKS,
30-89 DAYS PAST DUE:
GNMA BuyBekLNS
.Held for Sale
USGuar Ex GNMA BB
. All Lns 30-89 Days PD
90+ DAYS PAST DUE:
GNMA BuyBekLns
Held for Sale
USGuar Ex GNMA BB
All Lns 90+ Days PD
NONACCRUAL:
GNMA BuyBekLns
Held for Sale
USGuar ExGNMA BB
All NonAeerual Lns
US GUARANTEED,
2,672
11,700

6,603
9,194
2,346
9,694
0
10,827
887
62,169
AND HELD-FOR-SALE
2,396
14,634

6,243
8,.464
1,867
8,464
0

65,093
899
($000 End of. Period)

2,276
13,532

3 552
60:134
6,960 5,804 5,254
9,524 9,267
2,214 1,917
14,732 9,867 7,328
0 0 0
9,125
45
9,807
49
11,174
50
60,853 53,052 38,655
06:01 01/17/2011
United Western Bank
COMPLETE
COMPLETE
PAGE 36
Current Quarter
3rd 'Prior Qtr 4th Prior Qtr
=
S&L
5
Pet S&L \;et S&L
5
Pet S&L
5
Pet S&L
5
Pet
--20'1009 2o'i'OO6 == =-= 2OiOo3 = 200912 - 200909 ===
PAST DUE LOAN RATES:
30-89 DAYS PAST' DUE:
GNMA BuyBeksLns
Held for Sale
USGuar Ex GNMA BB
Tot All Loans 30-89
90+ DAYS PAST DUE:
GNMA BuyBeksLns
GNMA BUY-BACK, US GUARANTEED, AND HELD-FOR-SALE (% of Total Assets)
.13 .00 96 .11 .00 97 .11 .00 97 .09
.57 .00 98 .66 .00 98 .44 .00 97 .54
.12 .00 96 .14 .00 96 .11 .00 96 .16
Days PD 2.41 .62 95 2.48 .64 95 2.24 .77 91 1.47
. Held for Sale
USGuar Ex GNMA BB
Tot All Loans 90+ Days PD
.32
.45
.11
.47
.00 97
.00 98
.00 98
.00 93
.28
.38
.08
.38
.00 97
.00 98
.00 98
.QO 90
.27
.37
.09
.57
.00 97
.00 98
.00 97
.00 93
.23
.37
.08
.39
.00 97
.00 97
.00 98
.65 80
.00 97
.00 98
.00 98
.00 89
NONACCRUAL:
GNMA BuyBeksLns .00 .00 48 .00 .00 49 .00 .00 50 .00 .00 50
Los 3:81 l:gg U 2:gg n 2 jg 1 Ii 2 Jg Jg Ig
ASSET QUALITY SUMMARY EXCLUDING US GUARANTEED PORTION OF DELINQUENT LOANS AND GNMA BUY-BACK LOANS: (%
Total 30-89 Days PO 2.15 .60 92 2.23 .64 92 2.03 .70 88 1.22 .64 71
Total 90+ Days PD . .04 .00 66 .02 .00 61 .21 .00' 82 .09' .00 76
Total Nonaeerual 2.99 1. 51 72 2.95 1. 51 73 2.35 1. 52 66 2.12 1. 49 65
Total NP Loans 3.25 1.65 72 3.09 1.65 73 2.70 1.53 67 2.26 1.57 65
.10 .00 97
.55 .00 97
.14 .00 98
2.3:1< . .74 96
.20 .00 97
.27 .00 98
.07 .00 98
.28 .00 83
.00 .00 50
.43 .00 97
.00 .00 83
1.49 1;46 51
of Total Assets)
2.08 .73 92
.01 .00 58
1.49 1.46 51
1.54 1.48 52
GENERAL ALLOWANCE AND ALLL AS A PERCENT OF NONPERFORMING ASSETS LESS US GUARANTEED
PORTION OF LOANS AND GNMA 40.51 41.62 48 49.56 44.55 55 54.58 43.01 60
GENERAL ALLOWANCE AND.ALLL AS A PERCENT OF NONPERFORMING ASSETS LESS LOANS HELD FOR
SALE IN NONPERFORMING STATUS
g3
.
40
39.26 56 58.57 41.42 57 45.37 42.75 53 58.86
lEA/ICL SUMMARY ADDING BACK US GUARANTEED PORTION OF LOANS AND GNMA BUY-BACKS IN
NONACCRUAL STATUS OF THE NUMERATOR:
44.50 65 69.32 43.01 67
lEA less LnSrvRghts/ICL 100.66 117.02 8 103.48 117.16 7 101.80 116.89 7 103.71 115.50 7 109.11 116.44 16
lEA+BOLI+I/O/ICL
102.43 118.37 7 105.16 118 .. 30 7 103.21 118.17 7 105.21 117.07 7 110.62 117.96 16
PURCHASED IMPAIRED LOANS HELD FOR INVESTMENT ACCOUNTED FOR UNDER SOP03-3:
current Quarter 1st Prior Qtr 2nd Prior Qtr 3rd Prior Qtr 4th Prior Qtr

o
o
o
($000 End of Period)
o
o
o
o
o
o
o
o
o
o
o
o
S&L Median Pet S&L Median Pet S&L Median Pet S&L Median Pet S&L Median Pet
==-=== -=== -== -(% =-== =- = -= ==-==-=
.00
.00
.00
.00 44
.00 44
.00 49
.00
.00
.00
.00 46
.00 46
.00 49
900
.00
.00
.00
.00 46
.00 46
.00 49
.00
.00
.00
.00 46
.00 46
.00 49
.00
.00
.00
.00 46
.00 46
.00 49
TabC
.Exhibit 29
901
06:01 01/17/2011
Section
3-YEAR UTPR REPORT FOR QUARTER J;:NDED 201009
United Western Bank
OF:
. Denver, CO
CHARTER: DIF-Ins Federal Stock
Table of Contents
Page
Number
A. Swmnary Statement ............... 1-2
B.Detailed Income Statement ($000) ....... : 3-4
Detailed Income Statement .( tAvg. TA) ............ 5-6
C.Analysis of Net Interest Income: Composition of lEA & ICL .. 7
Analysis ofNet Interest Income: Yields and Spreads .... 8
D. Detailed Balance Sheet ($000) ..... , ... 9-11
Detailed Balance Sheet (%TA) .......... , .. 12-14
E.Asset ($000) .... : ......... 15
Asset Quall.ty (t) ................ 16
F .Allowances ($000 & %) ................... 17-19
G.Capital Accounts and Requirements ($000 & %) ..... 20
Total Assets by Risk Weight Category ($000 & %) .... :.::21
H.Changes in Financial Condition ($000) .......... 22
Changes in Financial Condition (%) ....... : :23
I.Lending, Investment, Foreclosure, and Restructur;ng ($000) 24
Lending, Investment, Foreclosure, and Restructurl.ng (%) . 25
i.Questions, Strategies, New Deposit Yields .......... 26
K.Composition and Off-Bal.Sheet Positions of CMR Portfolio ($000) 27-29
Composition and Avg.Contract Yields of CMR Portfolio (%) . :30-32
L.lnterest Rate Risk Information .......... 33
M.Exam Ratio Information .............. 34
N.Asset Quality - Supplemental Detail ............ 35_36
Peer Group Definitions:
Group 1
Group 2
Group 3
Group 4
Group 5
Group 9
Group 6
Assets less than $50 million
Assets between !50 million and $100 million
Assets between 100 million and $300 million
Assets between 300 million and $1 billion
Assets between $1 billion and $5 billion

902
3-YEAR UTPR REPORT FOR QUARTER ENDED 201009
06:01 01/17/2011
United Western Bank
PAGE 1
Current Quarter Prior % Change
Current Quarter Prior Quarter Prior Year Year End Total from Beg. Bal.
=========:======= ================= ================= .================= =================
S&L Median Pct S&L Median Pct 8&L Median Pct S&L Median Pet 1 Qtr 1 Year
====== ===?'=
== =l;:I;:'==== ====== === ====== ====== ==== ====
201009 201006 200909 200912 201009 201009
S&Ls in Peer Group
82 79 77 77
SUMMARY BALANCE SHEET:
10.38 10.20 53 13.84 9.70 65 23.71 7.64
1.1 cash,Dep.+Inv.Seeur.
84 25.24 8.10 85 -30.3 -65.5
2.2 Mortgage Backed Seeur.
19.95 11.55 71 19.30 12.21 65 13.96 11.82 56 12.90 11.31 53 -3.9 12.8
2.6 Mortgage Loans:
5.79 1. 04 93 7.14 1.33 95 10.63 1. 87
Construction Lns
94 9.99 1.82 96 -24.6 -57.0
PerrnMtg,1-4 OWel.Units
15.46 25.96 19 15.08 27.62 17 13.89 29.86 16 14.01 29.62 16 -4.7 -12.2
PerrnMtg,5+ Dwel.Units
2.12 1.48 57 2.04 1.52 55 1.58 1.49 51 1.47 1.47 50 -3.5 6.1
PerrnMtg, Nonresidential
29.43 12.73 95 26.88 12.36 91 21. 60 12.80 84 21. 98 12.81 83 1.8 7.5

3.60 .86 80 3.96 .92 80 3.79 .89 79 3.69 .88 7B -15.5 -25.1
-1.46 -.39 9 -1.40 -.37 11 -.80 -.30 15 -1.06 -.34 14 -2.9 44.1

54.93 55.05 49 53.70 53.85 48 50.69 57.06 42 50.07 55.75 39 -4.9 -14.5
3.1
7.85 6.79 53 7.26 6.83 53 6.32 7.72 47 6.42 7.35 46 .5 -2.1
4.0 Repossessed Assets
1.32 .24 87 .75 .21 75 .60 .18 70 .75 .18 75 62.5 73.7
4.5 Real Estate Investment
.00 .00 42 .00 .00 44 .00 .00 42 .00 .00 42 NA NA
5.1 Nol15
.47 .78 25 .43 .79 26 .47 .80 25 .38 .78 20 .7 -22.2
5.5 o fiee Premises + Eq.
1.08 .99 51' 1.01 .98 51 .88 1.02 39 .91 1.03 41 -1.0 -4.1
5.8 Other Assets
4.03 3.04 66 3.70 2.88 60 3.36 2.64 65 3.33 3.04 55 1.3 -5.4
Total Assets
100.00 100.00 50 100.00 100.00 50 100.00 100.00 50 100.00 100.00 50 -7.0 -21.1
7.0 Total Liabilities:
80.53 77.23 68 80.20 76.96 65 79.23
7.1 Deposits and Escrows
75.32 65 81. 39 76.75 75 -6.6 -19.8
7.2 Borrowings
12.87 9.73 62 11.84 9.66 60 11.39 11. 65 48 10.41 10.72 48 1.1 -10.9
.70 .87 33 .72 .74 45 .66 .87 33 .67 .81 39 -8.6 -16.2
subtotal of 7.0
94.10 89.45 96 92.75 89.59 88 91.28 90.31 70 92.47 90.03 87 -5.7 -18.7
8.0 Total Equity
.00 .00 46 .00 .00 46 .00
Perpetual Pref. tk
.00 47 .00 .00 46 NA NA
CommonStk +Paid-InCaR
8.06 5.90 71 7.49 5.91 65 6.22 5.07 57 6.46 5.24 60 .1 2.2
Unr.1Gain/LossAvai14Sal
-.32 .04 7 -.19 .05 11 -.08 .02 20 -.18 .01 16 54.4 229.2
Gains/LosscashFlwHedge
.00 .00 51 .00 .00 53 .00 .00 52 .00 .00 52 NA NA
Other
.00 .00 65 .00 .00 64 .00 .00 66 .00 .00 65 NA NA
Retained Earnings
-1.84 4.48 13 -.05 4.53 18 2.58 4.50 29 1.24 4.58 23 3541.8 -156.2
. Other Components
.00 .00 59 .00 .00 60 .00 .00 58 .00 .00 58 NA NA
Subtotal
5.90 10.55 6 7.24 10.41 11 8.72 9.69 29 7.53 9.97 12 -24.3 -46.6
NonCntrnInt Cns1d Sub.
.00 .00 86 .00 .00 86 .00 .00 85 .00 .00 85 .0 .0
5.90 10.55 3 7.25 10.41 11 8.72 9.69 29 7.53 9.97 12 -24.3 -46.6
Total Liabillties + Equity
100.00 100.00 50 100.00 100.00 50 100.00 100.00 50 100.00 100.00 50 -7.0 -21.1
Group 5 Group 5 Group 5 Group 5 Group 5
current Quarter Prior Quarter Curr Qtr Prior Yr Prior Year End Previous Prior Yr

=============--=== ================= ================= =================
201009 201006 200909 200912 200812
S&Ls in Peer Group
82 79 77 77 .72
CONSOLID TOTAL ASSETS
2,050,651 2,205,348 2,599,251 2,502,727 2,240,378
FIRREA CAPITAL COMPLIANCE:
6.20 9.59 6 7.42 9.47 11 8.77 9.10
Core Capital(%Adj TA)
43 7.68 9.11 16 7.65 8.68 27
Risk Based Capital(%R TA)
7.80 15.20 2 9.02 14.82 3 11.07 13.51 8 10.07 14.11 2 10.55 13.35 12
Core Capital ($000)
127,541 164,036 228,228 192,839 174,034
Risk Based capital ($000)
108,073 135,039 205,788 161,669 189,536
Core Cap Surplus (.$000)
-37,038 -12,732 124,158 92,439 82,985
RiskBasedcap.surplus ($000)
-2,742 -44,690 57,094 33,289 45,817
FDICIA PCA CAPITAL RATIOS:
7.80 15.20 2 9.02 14 .82 3 11. 07
Total
13.51 8 10.07 14 .11 2 10.55 13.35 12
Tier 1 (Core) Risk-Based
6.53 14.10 2 7.75 13.77 3 9.82 12.31 10 B.81 12.88 3 9.68 12.52 12
Tier 1 (Core) Leverage
6.20 9.59 6 7.42 9.47 11 8.77 9.10 43 7.68 9.11 16 7.65 8.68 27
INTEREST EARNING ASSETS:
100.45 110.24 9 103.30 110.20 13 109 .. 20 109.49
IEA/ICL
44 103.76 109.21 11 104.75 108.99 15
CONSOLIDATED ASSET QUALITY
TREND:
(% of Total Assets)
Non-Performing Loans
3.50 1. 66 73 3.34 1.65 76 1.77 1.50 56 2.51 1. 57 69 1.16 .95 57
Repossessed Assets, Gross
1.32 .24 87 .75 .21 75 .60 .18 70 .75 .18 75 .31 .09 68
Repossessed Assets,Net SVA
1.32
.24 . 87 .75 .21 75 .60 .18 70 .75 .18 75 .31 .09 68
Total NonPerform. Assets
4.82 2.14 78 4.09 2.03 73 2.37 1.89 60 3.26 2.05 69 1.47 1.01 58
TDR Loans + Reposs'd TDR
2.61 .89 78 1.29 .87 60 1.03 .51 66 1.20 .64 62 .31 .22 56
CLASSIFICATION OF ASSETS:
16.70 4.48 97 15.97 4.35 97 5.38 3.76
substandard
69 13.57 4.20 97 2.43 1. 60 '58
Doubtful
.28 .00 90 .29 .01 90 .13 .01 82 .21 .00 88 .06 .00 75
Loss
.00 .00 49 .00 .00 49 .00 .00 49 .00 .00 50 .00 .00 50
Total Classified
16.98 4.50 96 16.26 4.39 97 5.51 3.90 71 13.78 4.20 97 2.48 1.69 60
Total Classified/NPA
352.16 184.85 82 397.55 162.53 87 232.56 164.70 72 422.47 179.58 89 169.15 141.08 68
Sub+Doubt / coreCap+GVA
206.56 41.33 96 174.74 39.77 96 55.61 37.22 71 150.64 38.56 97 29.09 17.00 63
Sub+Doubt/RBC+ExcessGVA
268.53 41.33 97 230.53 39.77 98 69.55 37.22 79 196.22 38.57 97 29.36 17 .05 63
2.94 1.06 79 2.97 1.37 80 1.42 1.23 55 1. 74 1.23 62 .51 .75 38
ALLOWANCES FOR LOAN & LEASE
LOSSES:
Mtg Loan ALLL, % Mtg Lns
2.97 1.11 86 2.90 1.15 88 1. 91 .98 88 2.46 1. 04 92 .97 .82 62

3.41 1. 91 72 2.96 1. 90 68 1.21 1.58 38 1. 95 1. 89 53 1.07 1.29 33
40.88 38.92 53 45.00 41.42 53 46.32 43.01 56 43.41 44.23 47 50.42 65.41 40
Tot.GenAllow+ALLL,%(Cl-LOS)
11.79 20.27 18 11.48 23.05 15 20.38 22.80 44 10.46 21.30 14 31.07 35.02 38
EFFICIENCY RATIO:
% G&A/(NIM+Fees+FHLB
Div) 94.01 71.90 85 104.58 69.06 91 96.75 69.18 92 83.64 70.62 79 60.95 67.84 33
903
06101
United Western Bank
PAGE 2
Current Quarter Prior Quarter YTD Prior Year PreviousPriorYr
Pct Group 5 === =- 5 ===
i S&L Median Pct S&L Median Pct S&L Median Pct S&L Median Pct
-==:==== =-==-=;= === =--=== -=-"3 == -=== =--===; ==== == =-==12 = =====-- -=-i2 --
Months in Period
201009 201006 201009 200912 200812
SUMMARY INCOME STATEMENT:
1.1 Interest&Dividnd Income

4.06
.84
3.22
3.74
3,2 Net Prov.for lEA Losses
Provision: (3.1) - (3.2) -.52
4.0' Noninterest Income -3.37
5.1 Noninterest Expense 3.20
6.0 Income Before Income Taxes
(3.3)+(4.0)-(5.0) -7.09
7.1 Income Taxes .06
Items: (6.0)-(7.0) -7.15
8.1 Extraordinary Items .00
9.1 ROAA: (8.0)+(8.1) -7.15
Return on Equity (ROE) -104.46
Net Income ($000)
Avg Assets
Avg Equity
PROFITABILITY ANALYSIS:
lEA yield

ltet Int. Marg. (NIM)
,Fee Income
Goodwill Expense (GDW)
4.24
.88
3.35
3.22
.13
.02
3.15
(%)
Core Inc befor Prov
ROAA
102.12
.18
-7.15
Return on Equity (ROE)
Net Income ($000)
-104.46
MORTGAGE LOAN ACTIVITY:
Mtge Loans originated
Mtge Loans Purchased
Mtge Loans Sold
subtotal,orig+pur-Saies
Other Changes(by diff.)
Net Change in Mtg. Lns.
CHANGES IN FINANCIAL COND.:
1.1 Cash,Dep.+lnv.Secur.
2.2 Mortgage Backed Secur.

5.8 Other Assets
Total Assets
7.1 Deposits, NetofYld Adj
'
7.9 NonCtrl Int.Consl.Sub
8.0 Perpetual Pref.Stk
CommonStk +Paid-InCap.
UnrlGain/LOssAvai14sal
Retained Earnings
Other Components
Total Liabilities + Equity
Chng Tot Liab.+ Eq. ($000)
1.51
.08
.67
.92
-3.54
-2.62
-4.19
-.75
-2.62
.04
.47
.00
.00
-.01
.05
-7.01
-5.32
.13
-.06
.00
.00
.01
-.11
-1.66
.00
-7.01
MORTGAGE PRINCIPAL REPAYMENTS:
1. On Mortgage Backed Sec. -11.12
2. On Mortgage Loans
OTHER RATIOS:
QTL Test: 1st Mth of Qtr
2nd Mth of Qtr
9tr. End
IRS Domest1c Bldg&LOanTest
71.11
70.51
72.16
.00
4.39
1.23
3.03
.50
2.32
.77
2.64
(%6 of Average Total Assets)
3 3.67 4.42 15 3.57
19 ;86 1.37 17 .84
60 2.81 3.02 33 2.73
92 .84 .48 73 2.12
9 1.97 2.37 30 .60
1 -.71 .60 1 -1.48
67 3.07 2.56 65 2.93
4.42
1.31
3.04
.56
2.38
.77
2.70
13 4.08
18 1.13
28 2.95
83 1. 54
13 1.41
1 -2.59
57: 2.58
4.85 11
1,.81 14
3.02 41
.59 75
2.24
.55
2.64
28
1
46
.71 3 -1.82 .65 12 -3.80 .79 3 -3.16 .41 3
.18 30 .02 .-17' 28 -.03 .22 12 -.92 .11 3
.53 3 -1.84 .45 8 -3.77 .49 2 -2.83 .29, 7
.00 50 .00 .00 50 .00 .00 49 .00 .00 49
.53 3 -1.84 .45 8 -3.77 .49 2 -2.83 .30 7
4.64 5
-36,658 -11,145 -68,819 -69,359
2,050,401
140,371
4.85, 21
1. 53 13
3.23 54
3.03 60
.38 20
.01 63
2.58 69
116.80 28
1.05 14
.53 3
4.64 2
-36,658
4.00
.96
3.04
2.81
.11
.02
3.05
92.05
-.15
-1.84
-27.32
2,423,089
163,206
4.89 15
1. 63 15
3.10 43
3.02 33
.42 16
.01 63
2.54 67
120.46 21
1.05 8
.45 8
4.10 7
-11,145
3.98
.96
3.02
2.73
.10
.02
2.90
94.14
-.08
-3.77
-57.22
2,433,938
160,356
4.91 14
1. 61 14
3.18 38
3.04 28
.39 15
.01 60
2.65 60
118.92 26
1.04 9
.49 2
4.75 2
-68,819
4.42
1.29
3.13
2.95
.10
.02
2.55
115.72
.48
-2.83
-37.85
2,447,683
183,267
5.27 11
2.29 11
3.05 56
3.02 41
.43 16
.01 61
2.46 51
120.87 43
.96 24
.30 7
2.90 5
-69,359
5.31
1.37
3.94
.63
3.32
.11
2.52
.91
.28
.63
.00
.63
9.48
5.58
1.52
4.06
3.94
.13
.02
2.48
158.82
1.57
.63
9.48
3.58
.00
.71
2.37
-2.55
.00
(%
24
77
49
22
24
12
Total Assets at Start of
1.95 3.11 28 4.95
.08 .00 72 .33
.46 .56 45 1.35
1.57 2.10 33 3.92
-3.17 -2.28 23 -8.99
-1.60 -.06 13 -5.07
Period)
9.41
.00
2.22
6.24
-7.01
-.18
25 14.23
71 .47
44 1. 41
25 13.29
30 -19.14
12 -5.84
16.52
.05
3.52
9.85
-10.81
-.04
39 31.59
69 .37
39 1.35
70 30.60
11 -19.63
17 10.97
.01 7
-.03 21
.00 12
-.02 68
.00 93
.00 51
.00 83
.00 40
-.05 72
.43 4
.55 4
-.10 77
.04 27
.00 47
.00 50
.00 75
.00 6
.11 3
.00 43
.43, 4
-154,697
-15.62
2.56
-1.60
.19
-.29
.DO
.00
-.01
-.04
-14.81
-14.74
.19
.00
.00
.00
.12
.05
-.43
.00
-14.81
.24
-.01
-.06
.00 '
.00
.00
.00
.00
-.01
.83
2 -16.74
85 3.45
13 -5.07
65 .01
3 .33
54 .00
78 .01
32 -.03
46 -.03
2 -18.06
1.03 2 -15.41
-.03 83 .14
.03 37 -.10
.00 48 .00
.00 50 .00
.00 82 .14
.05 50 -.08
.07 12 -2.75
.00 46 .00
.83 2 -18.06
-383,355
2.01 2
.00 74
-.18 12
-.02 60
.01 79
.00 53
.00 71
-.01 37
-.03 51
2.98 4
3.88 3
-.44 71
.08 25
.00 48
.00 49
.00 68
.05 4
.31 2
.00 47
2.98 4
-452,076
24.79
-8.23
-5.84
.57
.52
.00
-.88
.03
.74
11.71
12.08
-2.15
.15
.00
.00
3.94
.79
-3.10
, .00
11.71
1. 74 97
.00 3
-.0417
.00 69
.06 84
.00 53
.00 1
-.01 78
.50 74
2.31 76
5.60 78
-2.00 43
.00 73
.00 94
.00 48
.08 92
.06 91
.25 6
.00 42
2.31 76
262,349
-1.32
-4.53
10.97
2,01
.09
.00
..,.52
.40
.72
7.81
16;40
-8.45
-.31
.00
.00
.60
-.94
.51
.00
7.81
5.43 40
2.54 4
2.85 92
.46' 57
2.27
.59
2.50
92
12
52
.65 66
.17 63
.45 67
.00 50
.45 67
3.78 85
13,685
2,160,275
144,328
5.82 32
3.10 4
2.71 92
2.85 92
.43 16
.01 60
'2.39 53
126.10 77
1.06 83
.45 67
3.78 85
13,685
19.08 71
.07 61
1.85 46
16.0.4 85
-11.24 19
4.33 76
-.74 46
.73 2
4.33 76
.51 73
.05 56
.00 52
.05 1
.03 84
.26 63
8.'69 46
6.87 78
1.29 5
-.01 16
.00 47
.00 48
.07 70
-.03 15
.18 70
.00 44
8.69 46
162,374
(Non-Annualized % of Avg. Interest Earning Mtg. Backed Sec)
-6.92 11 -5.93 -6.46 61 -25.57 -20.33 21 -34.26 -25.15 15 -i7 82 -18 42 53
(Non-Annualized % of Avg. Interest Earning Mtg. Loans), . .
AAAA AA AAAA AA AAAA AA AAAA AA AAAA
(Actual
80.63 '19
80.67 15
80.55 25
.00 48
Thrift
71.02
71.59
71.69
.00
Investment
79.17 18
79.10 23
79.68 22
.00 48

70.51 80.67
72.16 80.55
.00 .00
19 70.08 80.20
15 69.90 80.89
25 69.55 79.09
48 .00 .00
12 70.77 81.02
12 70.13 81.28
15 70.30 81.54
48 .00 .00
16
10
13
47
Total Lns 1 Deposits
Total Lns+MBS 7 Deposits
77.95 86.91 36 76.00 87.61 31 77;95 86.91 36 69.40' 93.00 21 86.73 101.86 31
102.73 106.62 39 100.07 106.11 35 102.73 106.62 39 85.25 110.49 19 115.44 121.70 41
904
06:01 01/17/2011
($000)
United Western Bank
PAGE 3
Current Quarter Prior Quarter
COMPLETE
COMPLETE
YTD Prior Year PreviousPriorYr
================= =================
Months in Period
Deposits & Invrnt.Secur.
Mtge Backed Sec.
Mtge Loans
Mtg Loan Servo Fees
NonMtg Commr.Ln&Lease
Commercial Loan Fees
NonMtg Consm.Ln&Lease
Consumer Loan Fees

Other Dividends
Subtotal of 1.1
Deposits
Interest on Escrows

Less: Capitalized Int.
Subtotal of 2.1
3.1 Net Int.Before lEA Loss
Losses
Provision: (3.1) - (3.2)
4.0
5.1
Noninterest Income:

Sales:Assets Held4Sa1e
Sales: Lns&LeasHeld4Sa1e
sales:OthrAssetsHld4sal
OTT ImpairmntChgOnDebt
REO operations&SaleS
LOCOM Adj.Held4sale
Sale: SecurHeld2Mat
Sale: LoansHeld4Inv
Sale: OthAssets4Inv
GainonTradingAssets
Oth.NonInter.Income
subtotal of 4.0

Legal Expense
Office occupancy&Equip.
Marketing &Oth.ProfServ
Loan Servicing Fees
Oth.NonInterest Expense
Subtotal, G&A Expense
Less Godwll&IntglbeExps
NetProv,NonlEALosses
Subtotal of 5.1
6.0 Income Before Inc Taxes
7.1 Income Taxes:
Federal
Other
Income: (p. 0) - (7.1)
8.1 Extraord.lncome
NetInc(-)Atrbl To Inst/Nctl
Netlnc(-)Atrbl To Noncntrol
NetInc(-)Atrbl To Say Inst.
Net Int.BefIEA LossProv
Mtg Loan Servicing
Serv Amort.&Value Ad]
Less G & A Expense
Less
Core Inc. Bef
LossProv .
Core Inc. Aft
Sale of Avai14Sale Secrties
Core+Profi tAH4S
3
201009
379
4,126
14,116
11
1,997

115

2,112
64

20,797

934

1,02
6
4,290
16,507
19,188
-2,681
792
-416
311
1
1,001

-18,293
-376
-687

410
-17,257
4,093
773
834
408
478
9,578
16,164
100
158
16,422
-36,360
298

.298
-36,658

-36,658

-36,658
16'm
-416
311
16,164
100
930
19,346
-18,416
1
-18,415
3
201006
572
4,343
15,089
21
2,013
128
2,141
63

22,208
3,308
4
921

976
o
5,209
16,999
5,068
11,931
846
-545
360
0
1,544

-5,308
-1,089
-485
o

o
359
-4,318
4,906
342
984
560
513
11,163
18,468
107
52
18,627
-11,014
131
o
131
-11,145
o
-11,145

-11,145
16,999
846
-545
360
18,468
107
-915
5,120
-6,035

-6,035
905
9
201009
1,742
12,498
44,380
53
5,899
o
371

6,270
190

65,080
9,446
. 13
2,908

2,895
o
15,262
49,818
38,784
11,034
2,432
-1,526
995
1
3,141

-27,878
-3,897
-1,424
o

1,123
-27,033
13,855
1,460
2,651
1,844
1,490
31,618
52,918
309
227
53,454
-69,453
-634

-634
-68,819
o
-36,658

-68,819
49,818
2,432
-1,526
995
52,918
309
-1,508
39,011
-40,519
1
-40,518

12
200912
1,693
22,026
68,083
103
7,465

352

7,817
340

99,959
14,617
22
9,339

3,666

27,644
72,315
37,814
34,501
3,327
-2,485
1,553
-46,932
2,201

-21,033
-2,143
274

1,954
-63,284
20,099
1,686
3,202
1,714
2,078
33,712
62,491
424
290
63,205
-91,988
-22,629

-22,629
-69,359
o
-35,956

-69,359
72,315
3,327
-2,485
1,553
62,491
424
11,795
38,104
-26,309
-46,932
-73,241
12
200812
2,613
29,850
71,929
244
8,797

359
o
9,156
1,134

114,682
12,737
44
13,769

o
2,975

29,525
85,157
13,529
71,628
3,738
-2,610
1,686
763

NA
-534
-1,887

-2

1,329
2,483
19,952
1,108
2,500
1,331
2,301
26,427
53,619
334
456
54,409
19,702 .
6,017

6,017
13,685

NA
NA
13,685
85,157
3,738
-2,610
1,686
53,619
334
34,018
13,985
20,033
763
20,796
06:01 01/17/2011
NOTES TO DETAILED INCOME STATEMENT
($000)
United Western Bank
COMPLETE
COMPLETE
YTD
================= ================= ================= =================
Months in Period 3 3 9
Prior Year
Codes:
Memo: LARGEST COMPONENTS OF OTHER NONINTEREST
Amount 234
Code (S0489) 15
Amount 14
Code (S0495) 99
Amount 150
Code (S0497) 99
Other NonInterest Expense Items:
Amount
Code (S0581)
Amount
Code (50583)
Amount
Code (S0585)
SERVICING DATA:
Loans serviced for Others
MOTUAL FUND & ANNUITY SALES:

End of Period FTEs-Actual #
Average # FTEs
Personnel Expense

Assets Held-4-Sale
Avg.TradingAccountAssets
Avg.Avai14SaleSecurities
Avg.AssetsHeld4sale .
5,806
99
851
99
1,563
1
142,803
792
478
0
0
161
162
4,093

190,616
262,246
0
181,417
274,570
01 - No longer used
S0489, S0495 and S0497:
02 - Interest income from income tax refunds
201006 201009
INCOME AND OTHER NONINTEREST EXPENSE
($000
234 702
15 15
47 135
99 99
62 252
99 99
6,0
1,246
99
2,053
1
126,550
846
513
During Period)
0
0
163
176
4,906
0
172,218
286,893
0
132,135
287,065
18,869
99
2,673
99
5,412
1
142,803
2,432
1,490
o
o
161
175
13,855
o
190,616
262,246
o
125,381
279,911
12
200912
948
15
776
99
213
99

2,813
99
4,742
1
117,210
3,327
2,078
0
0
185
180
20,099
0

0
44,697
286,735
PAGE
PreviousPriorYr
12
200812
954
15
40
99
335
99
19,804
99
1,901
99
1,026
1
87,045
3,738
2,301
0
0
191
179
19,952
0
59,577
297,198
0
76,785
321,745
03 - No longer used ..,
04 - Net (loss) from leasing or subleaslng,space ln the assoclation's quarters,future quarters and parking lots
05 - Net lncome (loss) from real estate held for lnvestment
06 - Net income (loss1 from in unconsolidate? organizations and pass-through investments,
accounted for uSlng the equlty method, after the ellrrunatlon of lntercompany profits
07 - Net income (loss) from leased property
08 - Net income (loss) allocable to minority shareholders
09 - Net income from data processing equipment leased or services provided to others
10 - No longer used
11 - Adjustments to prior periods
12 - Income received on real estate acquired through foreclosure or deed in lieu of foreclosure on VA or FHA loans
pending conveyance to the insuring agency
13 - No longer used ,
14 - Income from interest-only strip recelvables and certain other instruments reported on SC655
15 - Income from corporation-ow\led Life I'.'sur,!-nce , ,
19 - Realized and unreallzed galns on derlvatlves, where such galns are not lncluded in interest income or expense
99 - Other
S0581, S0583 and S0585:
01 - Deposit Insurance premiums
02 - OTS assessments
03 - Interest income on income taxes . ,
04 - Interest expense on Treasury tax and loan accounts admlnlstered under the note option
05 - Forfeited commitment fees on FHLBank advances not taken down by the association
06 - Supervisory examination fees
07 - Office supplies, and postage
08 - Telephone, includlng data lines
09 - Noncapitalized loan origination expenses, including appraisal reports, credit reports, etc.
10 - ATM expenses
11 - Adjustments to prior . ,
12 - Acquisition and organlzatlon costs, lnc1udlng mergers and branch office acquisitions
13 - Miscellaneous taxes other than income taxes and real estate taxes
14 - Losses from fraud
15 - Foreclosure expenses
16 - Web site expenses
17 - Charitable contributions
18 - Net Income allowable to minority shareholders
19 - Realized and unrealized gains on derivatives, where such losses are not included in interest income or. expense
99 - Other
906
(% of Average Total Assets of SoL, Annualized wlo Compounding)
06:01 01/17/2011
United Western Bank
PAGE 5
================= ================= ================= =================
=================
Groul? 5 Groul? 5 Groul? 5 Groul? 5 Groul? 5
SoL Med1an Pct SoL Med1an Pct SoL Medlan Pct SoL Med1an Pct SoL Med1an Pct
====== === ====== === =====
Months in Period 3 3 9 12 12
YRMO, Period End .... 201009 201006 201009
200912 200812
DETAILED INCOME STATEMENT:
48 .09 .08 56 Deposits & Invrnt.Secur. .07 .08 .10 .07 59 .07 .08 43 .12 .16 39
Mtge Backed Sec. .80 .40 69 .72 .50 66 .68 .51 63 .90 .56 69 1.38 .47 77
Mtge Loans 2.75 2.82 44 2.49 2.82 35 2.43 2.87 30 2.78 3.03 37 3.33 3.51 46
Mtg Loan Servo Fees .00 .01 20 .00 .01 26 .00 .01 21 .00 .01 29 .01 .01 46
NonMtg Cornmr.Ln&Lease .39 .22 65 .33 .20 56 .32 .21 56 .30 .20 61 .41 .20 61
Commercial Loan Fees .00 .00 21 .00 .00 20 .00 .00 17 .00 .00 16 .00 .00 17
NOnMtg Consm.Ln&Lease .02 .05 42 .02 .04 42 .02 .06 39 .01 .06 32 .02 .08 33
Consumer Loan Fees .00 .00 17 .00 .00 16 .00 .00 15 .00 .00 14 .00 .00 14
NonMtg Loans, Total .41 .44 48 .35 .44 45 .34 .46 43 .32 .49 44 .42 .55 43
FHLB Stock Dividends .01 .00 69 .01 .00 65 .01 .00 68 .01 .00 66 .05 .03 73
Other Dividends .00 .00 45 .00 .00 47 .00 .00 43 .00 .00 44 .00 .00 44
Subtotal of 1.1 4.06 4.39 36 3.67 4.42 15 3.57 4.42 13 4. 08 4.85 11 5.31 5.43 40
.90 13 .55 1.00 15 .52 Deposits .45 .94 13 .60 1.35 6 .59 1.87 1
Interest on Escrows .00 .00 92 .00 .00 91 .00 .00 92 .00 .00 91 .00 .00 94
Advances from FHLBank .18 .21 45 .15 .22 41 .16 .22 42 .38 .32 55 .64 .49 66
Subordinated Debentures .00 .00 47 .00 .00 47 .00 .00 47 .00 .00 46 .00 .00 47
Mtg Collaterized Secur. .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50
Other Borrowed Money .20 .02 B3 .16 .02 78 .16 .02 78 .15 .03 76 .14 .03 74
Less: Capitalized Int. .00 .00 48 .00 .00 46 .00 .00 48 .00 .00 48 .00 .00 47
Subtotal of 2.1 .84 1.23 19 .86 1.37 17 .84 1. 31 18 1.13 1. 81 14 1.37 2.54 4
3.1 Net Int.Before rEA Loss
Provision: (1.1)-(2.1) 3.22 3.03 60 2.81 3.02 33 2.73 3.04 28 2.95 3.02 41 3.94 2.85 92
.50 92 .84 .48 73 2.12 Losses 3.74 .56 63 1. 54 .59 75 .63 .46 57
-.52 2.32 9 1. 97 2.37 30 .60 2.38 Provision: (3.1)-(3.2) 13 1. 41 2.24 28 3.32 2.27 92
4.0 Noninterest Income:
Mtg Loan Servo Fees .15 .01 85 .14 .01 83 .13 .01 84 .14 .01 63 .17 .01 87
Serv Amort.&Value Adj -.08 .00 19 -.09 .00 13 -.OB .00 18 -.10 .00 14 -.12 .00 12
.00 .00 60 .00 .00 30 .00 Sales:Assets Held4Sale .00 40 -1.92 .06 1 .04 .03 52
Sales:Lns&LeasHeld4Sale .20 .03 62 .25 .02 82 .17 .03 73 .09 .02 66 .00 .00 50
Sales:OthrAssetsHld4Sal .00 .00 50 .00 .00 49 .00 .00 50 .00 .00 48 .00 .00 50
OTT ImpairrnntChgOnDebt -3.57 .00 1 -.86 .00 1 -1.53 .00 1 -.86 .00 5 NA NA NA
REO Operations&Sales -.07 -.02 31 -.18 -.01 16 -.21 -.01 13 -.09 -.01 25 -.02 .00 30
LOCOM Adj.Held4Sale -.13 .00 6 -.08 .00 7 -.08 .00 9 .01 .00 98 -.09 .00 4
Sale: SecurHeld2Mat .00 .00 50 .00 .00 51 .00 .00 51 .00 .00 49 .00 .00 49
Sale: LoansHeld4Inv .00 .00 48 .00 .00 48 .00 .00 46 .00 .00 47 .00 .00 45
Sale: OthAssets4Inv .00 .00 48 .00 .00 50 .00 .00 49 .00 .00 50 .00 .00 9
GainonTradingAssets . .00 .00 44 .00 .00 49 .00 .00 47 .00 .00 49 .00 .00 51
Oth.Nonlnter.lncome .08 .08 54 .06 .05 51 .06 .08 42 .OB .07 61 .06 .06 46
Subtotal of 4.0 -3.37 .77 1 -.71 .60 1 -1. 48 .77 1 -2.59 .55 1 .11 .59 12
5.1
1.29 19 .61 1.27 18 .76 .60 1.32 18 .82 1.24 19 .92 1. 31 28
Expense . .15 .03 90 .06 .02 75 .08 .02 84 .07 .03 87 .05 .03 88
Off1ce .16 .45 12 .16 .43 12 .15 .43 10 .13 .44 8 .12 .44 7
Marketing &Oth.Pro Serv .08 .13 27 .09 .13 27 .10 .13 34 .07 .12 20 .06 .14 12
Loan Servicing Fees .09 .00 96 .08 .00 93 .08 .00 93 .08 .00 94 .11 .00 95
Oth.NonInterest Expense 1.87 .48 92 1. 64 .44 92 1. 73 .47 91 1.38 .50 89 1.22 .36 67
Subtotal, G&A Expense 3.15 2.58 69 3.05 2.54 67 2.90 2.65 60 2.55 2.46 51 2.48 2.39 53
Less Godwll&IntglbeExps .02 .01 63 .02 .01 63 .02 .01 60 .02 .01 61 .02 .01 60
NetProv,NonIEALOSses .03 .00 61 .01 .00 71 .01 .00 72 .01 .00 69 .02 .00 84
Subtotal of 5.1 3.20 2.64 67 3.07 2.56 65 2.93 2.70 57 2.58 2.64 46 2.52 2.50 52
6.0 Income Before Inc Taxes -7.09 .71 3 -1. 82 .65 12 -3.80 .79 3 -3.76 .41 3 .91 .65 66
7.1 Income Taxes:
.06 .19 30 .02 .16 31 -.03 .20 Federal 12 -.92 .08 3 .28 .16 67
Other
.00 .02 29 .00 .01 25 .00 .02 25 .00 .01 31 .00 .01 30
.06 .18 30 .02 .17 28 - .. 03 .22 12 -.92 .11 3 .28 .17 63
.53 3 -1.64 .45 8 -3.77 Income: (6.0)-(7.1) -7.15 .49 2 -2.83 .29 7 .63 .45 67
8.1 Extraord.lncome .00 .00 50 .00 .00 50 .00 .00 49 .00 .00 49 .00 .00 50
Netlnc(-)Atrbl To Inst/Nctl -7.15 .53 3 -1. 64 .45 8 -2.01 .18 3 -1. 47 .11 1 NA NA NA
NetlnC(-lAtrbl To Noncntrol .00 .00 48 .00 .00 48 .00 .00 48 .00 .00 49 NA NA NA
Netlnc(- Atrbl To Sav Inst. -7.15 .53 3 -1. 84 .45 8 -3.77 .49 2 -2.83 .30 7 .63 .45 67
3.03 60 2.81 3.02 33 2.73 3.04 Net Int.BefIEA LossProv 3.22 28 2.95 3.02 41 3.94 2.85 92
Mtg Loan Servicing Fees .15 .01 85 .14 .01 63 .13 .01 84 .14 .01 83 .17 .01 87
Serv Amort.&Value Adj -.08 .00 19 -.09 .00 13 -.08 .00 18 -.10 .00 14 -.12 .00 12
Less G & A Expense 3.15 2.58 69 3.05 2.54 67 2.90 2.65 60 2.55 2.46 51 2.46 2.39 53
Less Goodwill Expense .02 .01 63 .02 .01 63 .02 .01 60 .02 .01 61 .02 .01 60
Core Inc. Bef Provisns .18 1.05 14 -.15 1.05 8 -.08 1. 04 9 .48 .96 24 1.57 1. 06 83
LossProv 3.77 .52 92 .85 .49 71 2.14 .56 80 1.56 .61 74 .65 .48 57
Core Inc. Aft Provisns -3.59 .29 7 -1.00 .37 21 -2.22 .40 13 -1. 07 .19 23 .93 .43 67
Profit:AssetsHeld4Sale .00 .00 60 .00 .00 30 .00 .00 40 -1.92 .06 1 .04 .03 52
Sale of Avai14Sale Secrties -3.59 .36 7 -1. 00 .36 20 -2.22 .45 12 -2.99 .32 6 .96 .50 71
Avg Assets
2,050,401 2,423,089 2,433,938 2,447,683 2,160,275
907
OFFICE OF THRIFT SUPERVISION - MIDWEST SUPERVI.SORY REGION
NOTES TO DETAILED INCOME STATEMENT
06:01 01/1]/2011
PAGE 6
United western Bank
Current Quarter Prior
Current Quarter Prior Quarter Prior Year Year End.Total
Previous Prior
Year End Total
==-==-=== -==- ======
YRMQ, Period End
Memo: LARGEST COMPONENTS OF OTHER NONINTEREsT INCOME AND OTHER NONINTEREsT EXPENSE
(% of Average Total Assets of
.05 .04 59 .04
Amount
Code (50489)
Amount
Code (50495)
Amount
.00
.03
Code (S0497)
Other NonInterest
Amount
Expense Items:
1.13
Code (50581)
Amount
Code (S0583)
Amount
Code (50585)
SERVICING DATA:
Lns serv for Others/Assets
Fees % Avg. Servicing
.17
.30
6.96
.15
2.35
.09
15
.00 43
99
.00 90
99
.13
.08
.06
3.46
.01
.25
.00
95
99
85
99
92
1
61
85
96
96
.01
.01
1.00
.21
.34
5.74
.14
2.72
.08
s&L, Annualized
.04 52 .04
15
.00 55
99
.00 83
99
.12
.08
93
99
92
99
.06 93
1
3.61 58
.01 83
.25 94
.00 93
.00
.01
1.04
.15
.16
4.26
.13
3.23
.08
w/o Compounding)
.03 61 .04
15
.01 41
99
.00 78
99
.13. 94
99
B4
99
BO
.07
.06
1
4.23 51
.01 82
.25 98
.00 93
.03
.01
.89
.11
.19
4.6B
.14
3.34
.OB
(t Total Assets, Beginning of Period)
Tot.AsstsMgd propMutFnds
Fee Income-sale&servic.
.00
.00
.00
.00
47
50
.00
.00
.00 47
.00 50
.00
.00
.00
.00
46
50
.00
.00
.03
.01
.00
.16
.09
.07
4.36
.01
.24
.00
.00
.00
56
15
78
99
79
99
93
99
64
99
.Bi
51
83
98
94
46
26
.D4
.DO
.02
.92
.D9
.05
3.89
.17
5.21
.11
.DD
.OD
Labor intensity .79
1. 78
(Avg. FUll-Time. EIitployees/$10 Million of Avg. Assets)
16 .73 1.7B 15 .11 1.8315 .74 LBO 15 .83
(Avg. Personnel Expense per Employeet $OOO/Full-Time 1l01ye.e62)
Salary & benefits level

Assets He1d-4-Sale
101. 06 77.84
76 111.50 75.49 B6 116.11 74.05 111.51 76.14 1
.00
9.30
12.79
.00 47
11.62 44
.21 '91
.00 47
(% of Total Assets)
.00 .00 47 .00 .00 46 .00 .00
7.B1 11.30 41 1.34 10.20 20 1.32 10.77
13.01 .07 93 1D.72 .08 93 10.75 .08
.DO .00 46 .OD .00 46 .00 .00
46 .OD
20 2.66
93 13.27
44 .DD
.D3
.01
.DO
.09
.06
.05
2.47
.01
.25
.00
.00
.00
1. 90
70.46
.00
11.26
.04
.00
59
15
39
99
78
99
94
99
77
99
5D
1
52
87
98
95
47
25
16
87
45
30
94
45
(.) Av.TradingAccontAssets
TradingAssets Gain/Loss
Av.Avail4salesecurity
(*) Av.AssetHld4sale
.00
NA
8.85
13.39
-.25
1. 81 NA
11.82
.16
.00
44
91
17
(t of Avg. Trading Assets, not Annualized)
NA .51 NA NA 4.86 NA NA 16.06 NA
(% of Total Assets)
5.45 10.68 33 1.47
(% of Total Assets)
1D.38 20 1.83 10.04 23
NA -3.85 NA
3.55 9.61 30
Profit+LOCOM on Hld4s
See page 4 for Codes.
11.B5 .08 93 11.32
(% of Avg. Assets Held
-.17 .D2 16 -.09
908
.21 93 11.71 .28

93 14.B9
7 -.35
.07
15.13
95
19
ANALYSIS OF NET INTEREST INCOME BEFORE PROVISION FOR lEA LOSSES: Composition of lEA & ICL
06:01 01/17/2011
DOCKET: 0667nited COMPLETE
Current Quarter
Current Quarter ,Prior Quarter ,Prio'r Year
=====-==== ---===== == ---==
201009 201006 200909
1. INTEREST EARNING ASSETS:
Net cash,oe.,&Inv.sec. (AI!
212,855 305,309 616,165
Cash & Non- E Deposits lA2
14,m

22,609
, Accrued Int.Rec. A3)
287
Subtot: (A=A1-A2-A3+A4)
197,919 291,047 593,269
Net MBS (B1)
409,159 425,628 362,871
Accrued Int.Receiv. lB21
1,542 1,581 1,571'
Total Allowances B3
NA NA 0
Subtot: (B) = (B1-B2+B3
407,617 424,047 361,300
Net Mt3 Lns lC1)
1,184,196 1,317 ,585
Accrue Int.Receiv. C2)
4,637 4,936
Non-Accruing Mtg Lns lC3)
57,693 61,272 38,090
Total Allowances,MTGLnS C41
34,717 35,668 26,498
Subtot: (C)=(CI-C2-C3+C4
1,099,296 1,153,955 1,301,057
Net NonMtg Lns 101
160,
164,342
Accrued Int.Receiv.02
565
Non-Accruing NonMt9 Lns
l
03l
4,476 3,821 565
Total AllOW.\NOnMOrtLns 04
5,709 4,918 2',008
Subtot: (0 =(D1-D2-D3+04
161,576 160,665 165,220
NotSbjctFASB115 IE
tm

oan serviciny Rights F
Total lEA: (G)- A+B+C+O+E+F)
1,881,997 2,045,516 2,440,948
Prior
Year End Total
PAGE 7
== ========--
200912 '
631,701
34,344
311
597,046
322,902
1,48&
321,418

49,926
32,228
1,230,663
160,670
537
3,126
3,204
160,211

2,326,070,
200812
76,277
22,285
458
53,534
507,176
2,226
o
504,950
1,384,127
5,804
18,837
14,994
1,374,480
147,915
562
529
1,596
148,420
29,046
9,496
2,119,926
2. INTEREST COSTING LIABILITIES: ($000 at End of Period)
Deposits-Nonlnt.,DemandD lH! 1'160699',757524 1,719,127 1,939,180 1,981,373 1,715,051
Advances from FHLBank J 169,184
0
216,636 180,607 226,721
Subordinated Debentures (K! 0 0 0 0 0
Mtg Collaterized Secur. lL 0 0 0 0
Other Borrowed Money M) 94,185 91,848 79,440 79,855 82,004
Total ICL: (N=H+I+J+K+L+M) 1,873,511 1,980,,159 2,235,256 2,241,835 2,023,776
Memo: Nonlnt. Demand Dep 41,744 4,9,611 120,078 55,657 51,336
3. NET lEA, lEA-ICL: (E-N) , , 8,486 65,357 205,692, 84,235 96,150
-==- ==-"''G;;;-'5--
S&L Med1an Pct S&L MedIan 'Pct S&L MedIan Pct S&L MedIan Pct S&L Median Pct
4. lEA & ICL BALANCES:
==-=- -=== === Tow i;;et;7t"" P;';iOd)- == == ====== - =-
91.78 92.47 43 92.75 93.21 46 93.91 93.56 53 92.94 92.22 53 94.62 93 78 65
91.36 83.82 96 89.79 84.61 93 86.00 83.75 60 89.58 84.55 88 '90.33 85:85 86
Total lEA
Total ICL
4.3 NON - ICL BALANCES:
Other (oy d1ff.)
Total Non-ICL (TA-N)
4 . 6 NON - lEA BALANCES:
lEA Adjs. JAl+ ... +D1-E)
Assets
Other (by diff.)
Total Non-lEA (TA-E)
5.90
2.74
8.64
1.33
1.32
.00
5.58
8.22
10.55 3
4.11 28
16.18 3
1.07 54
.24 87
.00 42
5.58 49
7.53 56
=-=====-==-=
7.25 10.41 11
2.97 4.69 30
10.21 '15.39 6
1.35 1.06 58
.75 .21 75
.00 .00 44
5.14 5.27 47
7.25 6.79 53
8.72
5.28
14.00
.77
.60
.00
4.72
6.09
9.69 29
4.67 55
16.25 39
.92 43
.18 70
.00 42
4.96 44
6.44 46
7.53
2.90
10;42
1.69
.75
.00
4.62
7.06
9.97
4.14
15.45
1.35
.18
.,00
5.52
7.78
12
32
11
56
75
42
,38
46
6.77
2.89
9.67
-.20
.31
.00
5.26
5.38
9.28
4.09
14.15
.67
.09
.00
5.08
6.22
13
31
13
12
68
41
54
34
====--=====
Current Quarter Prior Quarter YTD Prior Year Pr'eviousPriorYr
=-=-==-=== ==-======-==-= ==-=:== ==--== =======
Months in Period 3 3 9 12
YRMO, Period End.... 201009 201006 201009 200912
5. AVERAGE INTEREST EARNING ASSETS: ($000 Average Balance during Period)
Dep&Inv.sec,: la11-1avg of Al 244,483 438900',096624 452,537
Mtg Bckd Sec b1 = avg,of B 415,832 382,147
Mtg Lns: (c1)-(avg of C) 1,126,626 1,174,732 1,171,481
MBS&ML (bc)= (avg of BC) 1,62]..,404 1,614,173 1,621,404
NonMtg Lns: (d1) = (avg of D) 161,121
157
9
',7
4
1
821 15,8
9
',7
4
7
8
2
2
Eqtylnv Not SbjctFASB Nol15 9,545
Lns ser (F) 6,151 6,529 6,151
Total lEA: (gl)= (avg of E) 1,963,757 2,219,478 2,180,997
m;m
1,321,837
1,568,901
155,798
18,226
7,568
2,260,012
12
200812
67,306
554,397
1,253,114
1,871,892
137,706
33,099
9,873
2,056,354
6. AVERAGE INTEREST COSTING LIABILITIES: ($000 Average Balance during Period)
Deposits: (hl)=(avg of H) 1,664,350 1,,907,429 1,870,110 1,842,951 1,490,238
FHLBank Mv: (j1)=(avg of J) 169,469 168,904 170,996 213,415 378,238
Subord.Debn: lk1!=lavg of K) 0 0 0 0 0
MtgCltrzd8eC 11 = avg of L) 0 0 0 0 0
OthBorrwing:(m1)=(avgOfMI 93,017 89,654 88,776 79,926 80,131
Total ICL: (n1) _ (avg of N 1,926,835 2,165,986 2,129,882 2, 291 1,948,607
7. AVG.NET lEA: (gl-n1)= 107,747
8. AVG.lEA & ICL BALANCES:
Average Total IEA
Average Total ICL
Average Net lEA
Group 5 Group 5 Group 5 Grout> 5 Group 5
S&L MedIan Pct S&L MedIan Pct S&L ,MedIan Pct 8&L Med1an Pct S&L MedIan Pct
-===- -- == === === == --
95.77 92.99 78 91;60 92.79 33 89.61 92.79 22 92.33 92.76 44 95.19 94.35 61
93.97 84.60 98 89.39 84.75 90 87.51 84.33 74 87.28 84.42 71 90.20 84.93 90
1.80 8.61 14 2.21 8.17 13 2.10 8.38 12 5.05 8.25 26 4.99 8.40 14
909
OFFICE OF THRIFT SUPERVISION MIDWEST SUPERVISORY REGION
ANALY.SIS .OF INTEREST INCOME BEFORE PROVISION FOR lEA LOSSES: Yields and Spreads
06:01 01/17/2011
United Western Bank
PAGE 8
DOCKET: 06679 TFR .STATUS: COMPLETE
current Prior . YTD Prior Year PreviousPriorYr
=====-- ===== ---=== ====
=.-=====-
Months in Period
YRMO, Period End ..
9. INTEREST & DIVIDEND INCOME
Deposits & Invmt.secur.!a2!
Mtge Backed sec. b2
Mtge Loans c2
...
Eqtylnv NotSbjctFASBl15(e2
Total lEA: (g2)= (f2)
10. INTEREST EXPENSE ON:
Deposits (",2!'
Escrows 11.2
Advances from FHLBank j?l
subordinated Debentures k2
Mtg Collaterized Secur. 12
Otner Borrowed Money m2
Subtotal,(n2)=(h2+ ... +m2)
capitalized Interest (02)
Total ICL, (r2=n2-02)
FROM:
3
201009
379
4,126
14,116
2,112
20,733
64
20,797
2,328
4
934
o
o
1,024
4, 298
4,290
($000
($000
3
201006
During

2,141

22,208

4
921
o
o
976
5,20g
5,209
11. IMPACT OF lEAIICL IMBALANCES:
NetlntBeflEALossProv(NIM) . 16,507 16,999
Spread*AvglEA*Months/12 ($000 During Period)
9
201009
1,742
12,498
44,380

190
65,080
9,446
13
2,908
o
o
2,895
15,262
o
15,262
49,818
12
200912
1,693

7,817
99,619
340
99,959
. 14,6g
9,33g
0
3,666
27,64
6
27,644
72,315
70,715
1,600
====-= --=-=====
=(s2)=(g3-r3)*(,gl) 16;425 16,870 49,449
Adj.if lEA<>ICL: (by === ___
12
200812
2,613
29,850
71,929

1,134
114,682
12,737
44
13,76
5
0
2,975
29,525
0
29,525
85,157
83,507
1,650
S&L Pct S&L Pct S&L Pct S&L Pct S&L Pct
12. YIELDS ON AVERAGE tEA COMPoNEN:rs;=- -== === -=- -====-=
Dep.&Invmt.Secur: (a3=a2/a1j .62 1.17 28 .48 1.24 25 .51 1.26 26 .49 1.82 17 3.88
Mtge Backed se. c Ib3=b2/b1 3.97 3.52' 68 4.44 3.72 74 4.36 3.67 72 5.32 4.58 86 5.38
Mtge Loans: c3=c2/c1 5.01 5.59 21 5.14 5.55 19 5.05 5.58 18 5.15 5.70 18 5.74
NonMtg Loans: d3=d2/d1! 5.24 5.82 28 5.43 5.86 35 5.27 5.93 28 5.02 5.94 21 6.65
3.88 50
4.96 83
6.14 13
6.63 .52
Equity Invest: e3=e2.e1 2.68 .63 71 2.66 .43 69 2.67 .42 71 1.87 1.05 63 3.43
(% Average Total lEA, Annualized w/o Compounding)
subtotal: (f3)=(f2/fl) 4.22 4.82 21 3.99' 4.85 15 3.97 4.89 14 4.41 5.27 11 5.52
lEA Yield (g3=g2/g1) 4.24 4.85 21 4.00 4.89 15 3.98 4.91 14 4.42 5.27 11 5.58
13. YIELDS ON AVERAGE ICL COMPONENTS: ' (% of Various Liabilities, Annualized w/o co
1
mp. 9undi5ng) .85
Deposits: !h3=h2/h1! .55 1.29 10 .70 1.36 12 .68 1.38 12 .79 .9
FHLBank Adv: j3=i2/il 2.19 3.44 22 2.19 3.69 14 2.27 3.49 17 4.38 3.70 81 3.64
subord.Deben: (k3=k2/k1 NA 5.14 NA NNAA 5
N
O
A
5 NNAA NAN A 5
N
O
A
4 NANA NA 4.74 NA NA
Mtg Cltrzd Sec.: !13=12/111 NA NA NA NA NA NA NA
Other Borrowing: m3=m2/m1 4.37 2.57 80 .4.37 3.33 78 4.36 2.22 79 4.59 2.6885 3.71
(% Average Total ICLL Annualized w/o Compounding)
subtotal: (n3)=(n2/n1) .88 1,53 13 .96 1 63 15 .!l6 1.61 14 1 29 2 29 11
Capitalized Int. (03=02/n1) .00 .00
3
48 .00 :00 48 .00 .00 48 :00 :00 48
COF w/o Cap. Int. (r3=r2/n1) .88 1.5 13 .96 1.63 15 .96 1'.61 14 1.29 2.29 11
COF w/Cap. Int. : (r4=r3+03) .88 1. 53 13 ' .96 +.63 15 .96 1. 61 14 1.29 2.29 11
(% Avg. Total ICL Excludl.ng Escrows, Annualized w/o Comp.; Comparable
Note: COF+caplnt-Escrowlnt NA NA NA NA NA NA NA NA NA NA NA NA
1.52
.00
1.52
1.52
to 11th
NA
14. lEA-ICL YIELD SPREADS: 3(Y.
o
ie
4
ld s3P.1reoadS(3)
Annualized: (u3)=(g3-r4) 3.35 3.23 54 3.02 3.18 38 3.13 3.05 56 4.06
15.
IMPACT OF lEA/ICL IMBALANCES:
Average Total Assets, Annualized w/o
Netlnt.Bef.IEALossProv(NIM)
3.22 3.03 60 .81 3.02 33 2.73 3.04 28 2.95 .02 4 3.94
spread*Av9.lEA= (g3-r3)*11
3.21 2.95 63 2.78 2.92 40 2.71 2.91 38 2.89 2.88 52 3.87
AOj.if lEA<>ICL: (by dif .)
.01 .12 13 .02 .14 11 .02 .14 10 .07 .18 14 .08
16. COMPOSITION OF AVG. lEA:
9.00 65
(% of Average
Dep and Inv Sec
12.45
21.63 9.35 81 0.75 8.51 80 15.13 6.25, 74 3.27
Mtg Backed Sec
21.18 13.89 69 17.62 13.23 61 17 .52 13.54 59 18.31 12.95 64 26.96
Mtg Loans
57.37 57.94 48 52.93 57.71 40 53.71 57.68 40 58.49 60.97 46 60.94
Non Mtg Loans
8.20 7.40 53 7.11 7.24 48 7.28 7.41 49 6.89 8.57 44 6.70
Eqtylnv Not SbjctFASB No1l5
.49 .90 26 .43 .86 22 .43 .88 21 .81 .92 '41 1.61
Lns ser (F)
.31 .01 83 .29 .01 82 .28 .01 81 .33 .01 80 .48
ICL:
of Average ICL)
Deposits
86.38 88.23 43 8 .06 87.69 51 87.80 87.12 51 86.27 83.85 56 76.48
FHLBank Adv.
8.80 6.44 51 7.80 8.10 46 8.03 8.57 45 9.99 11.47 .47 19.41
Subord. Deben.
.00 .00 46 .00 .00 46 .00 .00 46 .00 .00 45 .00

.00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00
4.83 1.37 72 4.14 1.10 66 4.17 1.50 66 3.74 2.21 60 '4.11
910
3.88 30
5.75 32
5.82 32
2.94 1
4.01 ' 31
3.08 NA
NA NA
3.40 53
3.10 4
.00 47
3.10 4
3.10 4
Dist. COF)
NA NA
2.71 92
2.85 92
2.54 92
.26 9
5.22 33
10.12 73
63.54 46
8.89 45
.96 88
.01 87
82.06 36
1:3.70 67
,0.0 47
.00 50
.87 71
06:01 01/17/2011
DOCKET:
DATA AS OF:
Current Quarter
ASSETS:
1.1 Cash,Dep.&Inv.Secur.:
Cash &Non-Int.EarningDep.
USGov&Agency Securities
Fed Funds Sold&Repos *
Subtotal,IEDep&MiscSec.
Subtotal of 1.1
Pass Through:
Guaranteed By USGov/Ag.
oth PassThru Securities
Subtotal Pass Thr9ugh
Other MortBkd
by FNMA/FHLMC/GNMA
Collaterized by MBS
Other
Subtotal Other MBS
General Allowances
Subtotal of 2.2
2.6 Mortgage Loans
Residential Construction Loans:
1-4 Dwelling Units
5+ Dwelling Units
Subtotal, Res.property
Non-Res.Property Constr.
1-4 Dwelling Units:
Revolving,Open-EndLns
All Other
Secured by Junior Liens:
Subtotal,1-4 Units
5+ Dwelling Units
Subtotal, Res.Property
Land Perm. Mort. .
Gross Subtotal of Mtg Lns
ALLL
Subtotal of 2.6
Commercial Loans:
UnseCured
Financing Leases
Subtotal, Commercial Lns
Loans on Deposits
Education Loans
Auto Loans
Mobile Home Loans
Credit Cards
Consumer Loans: Subtotal
Subtotal, NonMtg Loans
ALLL
Subtotal of 3 .. 1
201009
14,697
41,649
o
87
156,158
o
o
o
25
156,270
239
212,855
23,583
65,677
89,260
168,682
o
149,675
318,357
1,542
NA
409,159
64,550
23,630
88,180
30,560
118,740
17,450
297,986
1,536
316,972
43,456
360,428
603,445
73,749
1,037,622
1,156,362
4,080
627
34,717
1,126,352
146,666
9,85g
631
157,155
3,146
o

591
83
5,077
8,897
166,052
580
5,709
160,923
United Western Bank
06679 TFR STATUS:
01/17/2011 CMR STATUS:
Current
Prior Quarter Prior
COMPLETE
COMPLETE
Quarter
Year
================= =================
201006 200909
13,983 22,609
42,842

84
248,093

28
248,205
279
305,309
9,674
80,274
90,148
156,108
175,791
333,899
1,561
NA
425,626
73,135
26,478
101,613
55,895
157,506
17,530
313,394
1,544
332,468
45,018
377,486
592,797
87,308
1,057,591
1,215,099
4,637
128
35,668
1,184,196
145,665
8,724

674
155,063
3,174
o
o
674
86
o
5,469
9,423
164,486
569
4,916
160,137
911
47,305

4,621
541,307
o

36
545,964
267
616,165
12,660
121,765
134,425
o
o
226,875
226,875
1,571
o
362,871
111,966
46,572
156,538
117,877
276,415
18,392
341,102
1,587
361,081
40,948
402,029
561,506
98,465
1,062,000
1,338,415
4,936
732
26,498
1,317,585
146,006
11,586
NA
827
158,419
874
o

808
91
5,593
7,366
165,785
565
2,008
164,342
Prior
Year End Total
PAGE 9
Previous Prior
Year End Total

200912 200812
34,344 22,285
45,295
o
52
551,668
o
o
31
551,751
311
631,701
12,214
104,517
116,731
o
o
204,687
204,687
1,484

322,902
97,410
43,671
141,081
108,923
250,004
18,325
330,658
1,598
350,581
36,773
387,354
550,209
92,230
1,029,793
1,279,797
4,851
792
32,228
1,253,212
144,292
8,279
NA
766
153,337
3,519

781
89
5,611
10,000
163,337
537
3,204
160,670
53,276
o
213

o
45
258
458
76,277
15,628
182,762
198,390

306,560
306,560
2,226

507,176
113,190
62,049
175,239
100,197
275,436
20,066
361;968
1,714
383,748
49,623
433,371
560,655
123,182
1,117,208
1,392,644
5,804
673
14,994
1,384,127
128,162
17,703
NA
1,300
147,165
462
o
148
64

1,110
1,784
148,949
562
1,596
147,915
06:01 01/17/2011
United western Bank
Current Quarter
Current Quarter Prior Quarter Prior Year Year
= -= -====-===-- =====-=======-=-
YRMO, Period End
201009 201006 200909
4.0 Net Repossessions
Repossessed Assets:
3,927 3,090 6,897
Construction .
1-4 Dwelling Un1ts
2, 128
2,957
5+ Units
0
Nonresiden ia1
6,347 4,838

. Land 1j;m

subtotal, REO
27,025 16:635
Other
0 0 0

15,56
6
27,025 16,635 15,56
6
Real Est. He1d4Investmt
0 0
Net Repos'ns & REI
27,025 16,635 15,561
5.1 EQInvNtSbactFASB No115
9,577 9,513 12,311
FHLBank Stoc
9,57
6
9,51g
Premises and Eq.
22,053 22,285 22,992
5.8 Other Assets
82,707 81,645 '.87,424
Bank owned Life
Insurance:
Life
Insurance
0 0 0
26,883 26,649 25,942
Intangible Assets
Servicing Assets On:
5,844 6,157 7,699
Mortgage Loans
Non-Mortgage Loans
168 132 92
517 609 844
10 Strip Rec.&Oth Instrum
0 0 0
Other Assets
49,m
48,678 53,509
General Allowance
580 662
TOTAL ASSETS
2,050,651 2,205,348 2,599,251
Memo: Loans in Process on:
7,6H
42,782
Mortg. construction Loans
Other Mortg. Loans
783
Total Loans 7,m
8,146 43,565
Nonmortgage oans
1,019 123
Memo:
Detail of. Other Assets:
of Other Assets)
Amount
(SC691)
3
24,71j
Code
5,29 5,73 10,646
Amount
Code (SC693)
14
Amount
11, 12,.307
Code (SC697)
4
To Originate:
0 0 0
1-4 Mortgages
5+ Mortgages
0 0 0
All Other RE
42,542 32,964 30,682
Non-Mortgage Loans
8,444 11,145 3,491
To Purchase:
0 0 0
Loans
MeS
0 0 0
Inv. Securities
0 0 0
To Sell:
0 0 0
Loans
MeS
0 0 0
Inv. Securities
0 0 0
912
PAGE 10
Prior Previous Prior
End Total Year End Total
200912 200812
8,643 354
2,280 1,983
1,360 0
1,009 103
3,058
2 360
18;710 7,025
0 0
18,710
0
7,025
0
18,710
0
7,025
0
18,710 7,025
9,388
9,388
0
29,046
29,046
0
22,774 .
83,370
22,000
66,812
0 0
26,182 25,233
7,215
129
9,444
52
760 889
0 0
49,734
650
31,894
700
2,502,727 2,240,378
23,605
204
151,195
462
23,809
63
151,657
243
19,86j 8,446
9
5,551
9
1,335
14
16,441
4
20,841
4
0 158
0 0
29,637
4,441
106,395
4,710
0 0
0 0
0 0
0 0
0 .0
0 0
06:01 01/17/2011
OFFICE OF SUPERVISION - MIDWEST SUPERVISORY REGION
DOCKET:
United Western Bank
COMPLETE 01/17/2011 CMR STATUS:
Current
Prior Quarter Prior
DATA AS OF:
Quarter Prior
Year Year End Total
YRMO, Period End..... 201009
Deposits
Escrows
Subtotal of 7.1
7.15 Unamortized yid Adj
FHLBank
Reverse REPos+FFunds Pur"

All Other Borrow1ngS
Subtotal of 7.2
Accrued Int.payable:DepOs
Accrued Int.payable:Other
Accrued Taxes

TOTAL LIABILITIES
8.0 Total Equity capital:

Paid in Excess of Par
Retained Earnings
Accum Oth. Compo Income
Unreal Gain/Loss Avail4Sa1
other
Other Components
Subtotal
NonCtrl Int.Cons1.Sub
Total Equity capital
TOTAL LIABIL.+ EQUITY CAP.
Memo: Equity - Goodwill
SUPPLEMENTAL DEPOSIT DATA;
Accnts.w/Bal belw InsLimt
Accnts w/Bal abve InsLimt
AvgBal DepAct belw InsLimit
AvgBal DepAct abve InsLimit
AvgBal: All Deposit Accts
. BrokrOrigDep, FullInsurd<100
BrokrORigDep,Fu1fInsrd1-?5K
Other Brokeror1g.DepOs1ts
. Total Broker Orig.Deposits
IntExp Fulllnsrd BrokerDep
IntExp on Oth BrokerDepos1t
Uninsured Deposits
Insured Deposits
Preferred Deposits
Time Deposits > 250K
Non-Interest Demand Dep.
AvgDailyDep FulllnsrdBrkrDe
AvgDailyDep Other Broker De
1,529,079
122,250
1,651,329
-13
169,754
85,78
6
o
8 404
263; 939
774
390
347
o
12,925
14,436
1,929,691
o
o
o
113
165,116
-37,693
-6,581
-6,58
6
o
o

120,960
2,050,651
120,443
(Average
1,004,890
647,213
117,257
4,689,949
189,722

o

o
26,83.0
1,624,48g
16,071
3;m
o
201006

1,768,775
-37
169,184
79,565
o
o
12,283
261,032

184
o
13,604
15,797
2,045,567
o
o
o
113
164,961
-1,035
-4,263
-4,263
o
o
o
159,776
5
159,781
2,205,348
159,172
Deposits in Real

114,046

65,720
100,468
o
166,188
997
o
49,625
1,719,113
o
26,921
49,611
242,630
o
=====-=-=.=====-=-=
200909
1,953,157
106,377
2,059,534
-276
216,636
78,51ij
o
927
296,076
748
1,057
412
o
15,018
17,235
2,372,569
o
o
o
113
161,482

o
o
226,677
5
226,682
2,599,251
225,838
Dollars)
821,514
1,238,768
91,841
3,450,607
221,440
264,075
NA
o
264,075
NA
NA
324,825
1,734,433
.0
NA
120,078
NA
NA

1,892,827
144,469
2,037,296
-266
180,607
78,635
0
0
1,220
260,462
1,004
915
456
0
14,504
16,879
2,314,371
0
0
0
113
161,660
31,125
-4,547
-4,547
0
0
0
188,351
5
188,356
2,502,727
187,596
1,121,040
917,260
127,725
1,887,366
220,048
575,648
NA
0
575,648
NA
NA
399,613
1,637,417
0
NA
55,657
NA
NA
Memo: Detail of other Liabilities:
Amount

3,3

3,9
3,798
Code (SC791)
Amount
Code (SC794)
Amount
Code (SC797)
Lines
Letters of Credit:
Commercial
Obligations & Direct
Total Principal
Direct Credit Sub.
Contingent Assets
798
16

o
6,070
Credit Substitutes:
130,057
125,483

592
o
o
Excludes deposits from FDIC-insured subsidiaries
1,430.
46,293
o
6,070
254,442
249,579
4,863
4,219
644
o
o
913
992
16
850
22

o
8,783
7,129
o
7,129
5,909
1,228
o
5
906
16
1,296
22
2,380
42,650
0
8,471
228,639
222,570
6,069
4,246
1,074
0
0
PAGE 11
Previous Prior
Year End Total
200812
1,621,751
144,702
1,766,453
-66
226,721
81,26
6
0
739
308,725
384
1,111
409
0
11,581
13,485
2,088,597
0
0
0
113
73 436
100;485
-22,256
-22, 253
0
0

151,778 .
2,240,378
150,889
635,482
1,131,355
15,434
578,698
40,965
66,522
NA
0
66,522
NA
NA
231,699
1,534,688
0
NA
.51,336
NA
NA
4,36!

522
99

0
12,077
6,555
0

NA
0
0
06:01 01/17/2011
United Western Bank
PAGE 12
Current Quarter Prior Quarter Year
S&L PC: =::- =:: =:&L P: --S&L Pct
=-==== 2oiOO9 -= ==-== 2oiOO6 ==-= =-===== 200909 -- ==-= 2OO9i2 == ==-==- 2008i2 --
YRMO, Period End .
DETAILED BALl\NCE SHEET ASSETS.:

USGov&Aqency Securities
Int.-EarningDep:inFHLBs
Other Int.-Earn1ngDep.
Fed Funds Sold&Repos
Subtota1,IEDeP&MiscSec.
Subtotal of 1. 1
Pass Through:
Guaranteed By
Oth PassThru Securit1es

by FNMA/FHLMC/GNMA
Col laterized by MaS
Other
Subtotal Other MaS
General Allowances
Subtotal of 2.2
.72
2.03
.00
.00
7.62
.00
.00
.00
.00
7.62
.01
10.38
1.15
3.20
4.35
8.23
00
7.30
15.52
.08
NA
19.95
Loans:
1-4 Dwelling Units 3.15
5+ Dwelling Units 1.15
Subtotal Res.Property 4.30
Non-Res.Property Constr. 1.49
Subtot., Gross Constr.Lns 5.79
1-4 Dwelling Units:
Revolving,Open-EndLns
All Other .
Secured by First L1ens
Secured by Junior.Liens!
subtotal,1-4 Units
5+ Dwelling Units
Land Perm. Mort.
Gross subtotal of Mtg Lns
ALLL
Subtotal of 2.6
Commercial Loans:
Unsecured
Financing Leases
subtotal,commercial Lns
Loans on Deposits
Home Loans
Education Loans
Auto Loans
Mobile Home Loans
Credit Cards
Consumer Loans: subtotal
Subtotal, NonMtg Loans
.ALLL
subtotal of 3.1
.85
14.53
.07
15.46
2.12
17.58
29.43
3.60
50.60
56.39
.20
.03
1.69
54.93
7.15
.48
.00
.03
7.66
.15
.00
.00
.03
.00
.00
.25
.43
8.10
.03
.28
7.85
.83 39 .63
1.02
.00
.04
63 1. 94
27 .00
28 .00
2.21
.00
.07
.00
.11
74 11.25
36 .00
18 .00
44 .00
40 .00
5.08 62 ,11.25
.02
10.20
42 .01
53 13.84
4.87
.00
4.87
26
97
44
.01 81
.00 33
.00 87
2.08 85
.05 69
NA NA
11.55 71
.40
.06
.64
.31
1.04
2.50
21.41
1.08
25.96
1.48
36.97
12.73
.86
53.56
55.97
.19
.00
.59
55.05
93
95
97
86
93
31
32
15
19
57
20
95
80
44
50
54
80
90
49
2.61 80
.26 65
.00 43
.00 87
4.04 71
.03 84
.00 41
.00 41
.04 46
.00 '14
.00 36
.19 54
.5644
6.92 54
.03 49
.15 68
6.79 53
.45
3.64
4.09
7.17
.00 .
7.97
15.14
.07
NA
19.30
3.32
1.29
4.61
2.53
7.14
.79
14.21
.07
15.08
2.04
17.12
26.88
3.96
47.96
55.10
.21
.01
1.62
53.70
6.61
.40
.00
.03
7.03
.14
.00
.00
.03
.. 00
.00
.25
.43
7.46
.03
.22
7.26
.85 35 .87
1.08
.00
.05
58 1. 82
26 .00
23 .18
2.19
.00
.03
.00
.01
86 20.83
35 .00
21 .00
44 .00
42 .00
5.44 75 21.00
.01
9.70
48 .01
65 23.71
4.35 25
.00 97
4.65 45
.02 81
.00 36
.00 88
1. 89 81
.05 65
NA NA
12.21 65
.37
.09
.67
.44
1.33
2.51
21.14
1.06
27.62
1.52
37.64
12.36
.92
53.13
54.39
.20
.00
.60
53.85
95
95
96
91
95
28
30
15
17
55
17
91
80
38
51
55
65
86
48
2.15 76
.20 61
.00 43
.00 88
4.05 67
.04
.00
.00
.04
.00
.00
.17
.59
6.87
.03
.13
6.83
85
40
42
48
77
37
52
47
53
45
62
53
914
.49
4.68
5.17
.00
.00
8.73
8.73
.06
.00
13.96
4.31
1. 79
6.10
4.54
10.63
.71
13.12
.06
13.89
1.58
15.47
21.60
3.79
40.86
51.49
.19
.03
1.02
50.69
5.62
.45
NA
.03
6.09
.03
.00
,00
.03
.00
.00
.22
.28
6.38
.02
.08
6.32
.85 51 1.37
.62
.00
.02
.69
.00
.02
.00
.01
66 1.81
25 .00
71 .00
96 22.04
33 .00
23 .00
44 .00
44 .00
4.03 91 22.05
.01
7 ',64
47 .01
84 25.24
4.73 20
.00 97
4.95 52
.00 27
.00 37
.00 88
1.47 71
.04 61
.00 50
11. 82 56
.68
.08
.98
.72
1.87
93
96
96
94
94
2.44 28
22.21 30
1.33 11
29.86 16
1. 49 51
38.67 15
12.80 84
.89 79
53.29 25
57.02 42
.21 43
.00 82
.55 83
57.06 42
1. 86 71
.22 61
NA NA
.00 88
3.56 64
.04 46
.00 41
.00 40
.04 46
.00 75
.00 35
.13 53
.77 39
7.79 47
.03 44
.11 37
,7.72 47
.49
4.18
4.66
.00
,00
8.18
8.18
.06
.00
12.90
3.89
1. 74
5.64
4.35
9.99
.73
13.21
.06
14.01
1.47
15.48
21.98
3.69
41.15
51.14
.19
.03
1.29
50.07
5.77
.33
NA
.03
6.13
.14
.00
.00
.03
.00
.00
.22
.40
6.53
.02
.13
6.42
1. 05 64
.69 60
.00 26
.04 24
.66 96
.00 32
.02 23
.00 44
.02 41
3.89 93
.01 47
8.10 85
5.02 20
.00 97
5.02 46
.00 26
.0037
.00 87
1.51 69
.04 57
.00 50
11.31 53
.60 93
.08 96
.82 96
.61 96
1. 96
2.53 28
21. 86 32
1.24 12
29.62 16
1. 47 50
37.93 15
12.81 83
.88 78
53.54 25
56.06 39
.20 46
.00 84
.56 87
55.75 39
2.32 71
.26 53
NA NA
.00 85
3.66 64
.04 84
.00 39
.00 41
.04 48
.00 75
.00 35
.13 52
.72 44
7.41 46
.03 42
.13 48
7.35 46
.99
2.38
.00
.01
.00
.00
.00
.00
.00
.01
.02
3.40
.70
8.16
8.86
.00
.00
13.68
13.68
.10
.00
22.64
5.05
2.77
7.82
4.47
12.29
.90
16.16
.08
17.13
2.21
19.34
25.03
5.50
49.87
62.16
.26
.03
.67
61. 78
5.72
.79
NA
.06
6.57
.02
.00
.00
.01
.00
.00
.05
.08
6.65
.03
.07
6.60
.94 57
.41
:00
.04
.04
.00
.02
.00
.03
2.38
.02
5.03
5.40
.00
5.56
.00
.00
.00
1.39
.05
.00
11.07
.99
.03
1.41
.64
2.16
78
26
36
18
30
22
45
41
2
56
31
23
97
61
28
38
94
86
71
50
72
89
97
94
91
94
2.38 32
22.44 36
1.53 15
29.49 26
1.50 57
40.84 20
11.59
.91
53.62
59.17
.22
.00
.46
58.55
90
83
42
54
64
87
76
54
1. 89 73
.21 76
NA NA
.00 89
3.23 64
.03 41
.00 38
.00 41
.05 36
.00 72
.00 32
.10 35
.84 21
8.52 45
.04 43
.10 43
8.50 46
06:01 01/17/2011
United Western Bank
PAGE 13
DOCKET: 06679 TFR. STATUS: COMPLETE
Prior Quarter
Current Quarter Prior Previous Prior
Current Quarter
Prior Year Year End Total Year End Total
--====--=
==--====--===== ====-====
Groul? 5
S&L Pet S&L Pet S&L Pet S&L Pet
S&L Hedl.an Pet
_== -===-=-_ =- c===_ ==-=- == ==-- -=- -=- =
--====-
---
YRMO, 'Period End .
201009 201006 200909 200912 200812
4.0 Net Repossessions &REI:
Repossessed Assets:
.19 .00 87 .14 .00 86 .27 .00 92 .35
00
Construction
94 .02 .00 76
1-4 Dwelling Units
.10 .10 55 .10 .08 56 .11 .05 66 .09 .04 61 .09 .02 63
5+ Dwelling Units
.00 .00 36 .00 .00 35 .00 .00' 39 .05 00 85 .00 .00 42
Nonresidential
.31 .02 87 .22 .02 87 .05 .00 69 .04 .01 56 .00 .00 71
Land
.56 .01 90 .19 .02 77 .09 .00 73 .12
01
73 .09 .00 76
. 15 .00 93 .11 .00 95 .09 .00 98 .09 .00 98 .12 .00 98
Subtotal, REO
1.32 .21 87 .75 .20 75 .60 .18 70 .75 .18 75 .31 .09 71
Other Repossessions
.00 .00 34 .00 .00 35 .00 .00 33 .00 .00 33 .00 .00 32

1.32 .24 87 .75 .21 75 .60 .18 70 .75 .18 75 .31 .09 68
.00 .00 48 .00 .00 48 .00 .00 48 .00 .00 48 .00 .00 46
1.32 .24 87 .75 .21 75 .60 .18 70 .75 .18 75 .31 .09 68
.00 .00 42 .00 .00 44 .00 .00 42 .00 .00 42 .00 .00 41 .
Ne,t Repos' ns & REI
1.32 .24 87 .75 .21 73 .60 :18 69 .75 .18 74 .31 .09 65
5.1 EqInvNtSbaetFASBNo115
.47 .78 25 .43 .79 26 .47 .80 25 .38 .78 20 1.30 .89 80
FHLBank Stoe .
.47 .76 26 .43 .77 28 .47 .79 28 .38 .78 20 1.30 .79 82
Other
.00 .00 31 .00 .00 32 .00 .00 32 .00 .00 32 .00 .00 35
5.5 Office Premises and Eq.
1.08 .99 51 1.01 .98 51 .88 1.02 39 .91 1.03 41 .98 .98 49
5.8 Other Assets
4.03 3.04 66 3.70 2.88 60 3.36 2.64 65 3.33 3.04 55 2.9B 2.71 53
Bank Owned Life Insurance:
.00 .00 37 .00 .00 38 .00 .00
Life Insurance
37 .00 .00 37 .00 .00 39
1.31 .00 71 1.21 .00 70 1.00 .00 67 1.05 .00 67 1.13 .00 71
Intangible Assets
Servicing Assets On:"
.28 .01 83 .28 .01 82 .30 .01 80 .29 01

80 .42 .01 89
.01 .00 98 .01 .00 98 .00 .00 98 .01 .00 98 .00 .00 97
.03 .09 40 .03 .09 42 .03 .07 46 .03 .09 43 .04 .05 47
IO Strip Rec.&Oth Instrum
.00 .00 48 .00 .00 48 .00 .00 48 .00 .00 48 .00 .00 49
Other Assets
2.43 1.21 79 2.21 1.20 80 2.06 .81 82 1.99 1.26 76 1.42 .86 75
General Allowance
.03 .00 98 ,03 .00 97 .03 .00 98 .03 .00 98 .03 .00 98
TOTAL ASSETS
100.00 100.00 50 100.00 100.00 50 100.00 100.00 50 100.00 100.00 50.100.00 100.00 50
Memo: Loans in Process on:
.37 .37 51 .37 .34 51 1.65
Mortg. Construction Loans
.68 79 .94 .51 65 6.75 .91 97
Other Mortg. Loans
.00 .00 48 .00 .00 50 .03 .02 51 .01 .01 50 .02 .02 50
Total Hortl' Loans
.37 .49 45 .37 .51 45 1.68 .79 73 .95 .76 56 6.77 1.20 97
Nonmortgage oans
.04 .00 67 .05 .00 67 .00 .00 62 .00 .00 62 .01 .00 61
Memo: Detail of Other Assets: (Largest

of Other Assets)
Amount 1.28 .40
.44 83 .85 .39 76 .79 .47 78 .38 .40 45
Code (SC691)
3 3 3 3 9
Amount
.26 .29 42 .26 .29 41 .41 .13 80 .22 41 .06 .14 24
Code (SC693)
9 9 14 9 14
Amount
.54 .20 86 .52 .17 83 .47 .07 85 .66 .15 88 .93 .06 91
Code (SC697)
4 4 4 4 4
(% Total Assets, End of Period)
To Originate:
1-4 Mortgages
.00 .61 6 .00 .52 5 .00 .39 5 .00 .37 5 .01 .37 16
5+ Mortgages
.00 .00 35 .00 .00 33 .00 .00 30 .00 .00 32 .00 .00 35
All other RE
2.07 .12 98 1.49 .21 93 1.18 .12 87 1.18 .16 88 4.75 .33 97
Non-Mortgage Loans
.41 .00 80 .51 .00 78 .13 .01 62 .18 ;00 71 .21 .05 72
Net
.00 -.09 71 .00 -.04 70 .00 -.01 67 .00 -.01 68 .00 .00 63
915
06:01 01/17/2011
(% of Total Liabil. & Cap. at End of Period)
united
DOCKET: 06679
DATA AS OF: 01/17/2011
Western Bank
TFR STATUS:
CMR STATUS:
Current
Prior
COMPLETE
COMPLETE
Quarter
Year
Prior
Year End Total
PAGE 14
Previous Prior
Year End Total
================= ================= ================= ====--============ ============--====
S&L Pct S&L Pet
5&L Pet
YRMO, Period End .... 201009 201006 200909 200912
Deposits*
Es crOWs *
Subtotal of 7.1
7.15 Unamortized YldAdj
7.2 Borrowings:

All Other Borrowlngs
Subtotal of 7.2

Accrued Taxes

TOTAL LIABILITIES
CUIDul. Perp. Prefstk

Retained Earnings
Accum oth. Camp. Income
UnrealGain/Loss Avai145al
Other
Other components
Subtotal
NonCtrl Int.Consl.Sub
74.57
5.96
80.53
.00
8.28
4.18
.00
.00
.41
12.87
.04
.02
.02
.00
.63
.70
94.10
.00
.00
.00
.01
8.05
-1.84
-.32
-.32
.00
.00
.00
5.90
.00
5.90
76.74
.26
77 .23
.00
6.32
.24
.00
.00
.00
9.73
.02
.02
.03
.00
.64
.87
89.45
.00
.00
.00
.00
5.87
4.48
.02
.04
.00
.00
.00
10.55
.00
10.55
42
96
68
16
59
77
46
50.
74
62
69
51
39
36
48
33
96
74.47
5.73
80.20
.00
7.67
3.61
.00
.00
.56
11.84
.07
.02
.01
.00
.62
.72
92.75
76.41
.23
76.95
.00
7.42
.00
.00
.00
.00
9.66
.02
.02
.03
.00
.58
.74
89.59
42
98
65
16
53
75
46
50
77
60
73
42
33
37
60
45
88
75.14
4.09
79.24
-.01
8.33
3.02
.00
.00
.04
11. 39
.03
.04
.02
.00
.58
.66
91.28
74.44
.25
74.99
.00
8.03
.00
.00
.00
.02
11.65
.04
.03
.04
.00
.60
.87
90.31
55
97
65
12
51
73
46
50
53
48
47
57
35
37
47
33
70
75.63
5.77
81.40
-.01
7.22
3.14
.00
.00
.05
10.41
.04
.04
.02
.00
.58
.67
92.47
75.63
.23
76.76
.00
8.02
.00
.00
.00
.01
10.72
.03
.03
.04
.00
.60
.81
90.03
46 .00 .00 46 .00 .00 47 .00 .00
50 .00 .00 50 .00 .00 50 .00 .00
46 .00 .00 46 .00 .00 47 .00 .00
71 .01 .00 68 .00 .00 67 .00 .00
71 7.48 5.67 65 6.21 5.07 57 6.46 5.11
13
9
-.0
1
5
9
4.5
02
3 1185' 2.5
0
8
8
4.50 29 1.24 4.58
-. -. .01 32 -.18 .00
7 -.19 .05 11 -.08 .02 20 -.18 .01
51 .00 .00 53 .00 .00 52 .00 .00
65 .00 .00 64 .00 .00 66 .00 .00
59 .00 .00 60 .00 .00 58 .00 .00
6 7.24 10.41 11 8.72 9.69 29 7.53 9.97
86 .00 .00 86 .00 .00 85 .00 .00
3 7.25 10.41 11 8.72 9.69 29 7.53 9.97
50
97
75
14
46
75
46
50
56
48
60
55
42
39
48
39
87
46
50
46
67
60
23
23
16
52
65
58
12
85
12
5&L Pct
72.39
6.46
78.85
.00
10.12
3.63
.00
.00
.03
13.78
.02
.05
.02
.00
.52
.60
93.23
.00
.00
.00
.01
3.28
4.49
-.99
-.99
.00
.00
.00
6.77
.00
6.77
200812
72.44
.21
73.05
.00
10.95
.00
.00
.00
.00
13.67
.04
.03
.02
.00
.50
.78
90.65
.00
.00
.00
.00
4.41
4.52
-.05
-.02
.00
.00
.00
9.28
.00
9.28
49
97
69
19
45
78
47
50
57
50
31
60
46
43
54
28
87
48
50
48
64
41
49
10
10
52
64
56
13
84
13
TOTAL LIABIL.+ EQUITY CAP. 100.00 100.00
Memo: Equity - Goodwill 5.87 9.77
SUPPLEMENTAL DEPOSIT DATA:
50 100.00 100.00 50 100.00 100.00 50 100.00 100.00
4 7.22 9.68 11 8.69 9.12 41 7.50 9.33
60.75 7 44.79 58.86
50 100.00 100.00
14 6.73 8.36
50
15
Accnts w/Bal belw InsLimt 49.00
Aeents w/Bal abve InsLimt 31.56
AvgBal DepAct belw InsLimit117.26
AvgBal DepAct abve InsLimit4689.95
AvgBal: All Deposit Acets 189.72
BrokrOrigDep, Fulllnsurd<100 .50
BrokrORigDep,FulIInsrdl-25K 2.03
Other BrokerOrig.Deposits .00
Total Broker Orig.Deposits 2.53
IntExp FullInsrd BrokerDep .02
IntExp on Oth BrokerDeposlt .00
Uninsured Deposits 1.31
Insured Deposits 79.22
Preferred Deposits .00
Time Deposits> 250K .78
Non-Interest Demand Dep. 2.04
AvgDai1yDep Fu11InsrdBrkrDe 4.36
AvgDai1yDep Other Broker De .00
Memo: Detail of other Liabilities:
Amount .16
Code
Amount
Code
Amount
(SC791)
(SC794 )
Code (SC797)
Lines
.04
.07
.07
1. 87
59.68
14 .29
13.04
639.51
16.91
.05
.00
.00
.61
.00
.00
6.66
68.44
.00
2.53
3.02
.39
.00
2.93
.88
89 32.60 12.52 88 47.66 11.64 93 36.65 12.35
98 114.05 12.93 98 91.84 12.16 98 127.72 12.83 98
96 3282.50 598.90 96 3450.61 628.59 96 1887.37 639.56
97 187.56 16.73 97 221.44 15.62 97 220.05 16.38 97
65 2.98 .06 72 10.16 .71 78 23.00 .75 88
77 4.56 .00 86 NA NA NA NA NA NA
37 .00 .00 38 .00 .00 41 .00 .00 41
63 7.54 .89 76 10.16 .71 78 23.00 .75 88
69 .04 .00 83 NA NA NA NA NA NA
39 .00 .00 40 NA NA NA NA NA NA
6 2.25 6.75 13 12.50 7.59 65 15.97 8.51 73
86 77.95 67.87 82 66.73 64.75 55 65.43 63.39 52
28 .00 .00 28 .00 .00 28 .00 .00 28
15 1.22 2.24 27 NA NA NA NA NA NA
33 2.25 2.85 36 4.62 3.09 65 2.22 3.04 39
71 1l.00 .99 85 NA NA NA NA NA NA
42 .00 .00 42 NA NA NA NA NA NA
8
65
Components of Other Liabilities)
.16 .15 53 .15 .15 48
.04
.08
.06
2.10
5 5
.04 42 .04 .04 43
16 16
.02 83 .03 .02 66
22 22
3.14
.82
10
68
.10
1.72
3.49
1.00
8
56
.15
.04
.05
.10
1. 70
.15 50
5
.04 46
16
.01 76
22
3.42 7
1.12 57
Letters of Credit:
Commercial
Standby
.00 .00 40 .00 .00
.05
41
72
.00
.34
.00
.07
41
74
.00
.34
.00 41
.07 73
OBS Recourse Obligations
Total principal
Direct Credit Sub.
.30 .03 78 .28
Direct Credit Substitutes:
6.34 .00 84 11.54
6.12 .00 98 11.32
.22 .00 84 .22
.19 .00 92 .19
.03 .00 85 .03
.00 .00 46 .00
.00 .00 48 .00 Contingent Assets
* Excludes deposits from FDIC-insured subsidiaries
.00
.00
.00
.00
.00
.00
.00
87
98
86
93
85
46
48
916
.27
.00
.27
.23
.05
.00
.00
.00
.00
.00
.00
.00
.00
.00
70
44
84
92
84
46
48
9.14
8.89
.24
.17
.04
.00
.00
.00 85
.00 98
.00 84
.00 93
.00 84
.00 46
.00 48
28.36 47.67
50.50 22.27 91
15.43 9.98 76
91 578.70 223.25
40.97 15.36 87
2.97 .79 63
NA NA NA
.00 .00 39
2.97 .79 60
NA NA NA
NA NA NA
10.34 12.29 41
68.50 56.18 80
.00 .00 29
NA NA NA
2.29 3.07 38
NA NA NA
NA NA NA
.19 .16 52
5
.05.03 57
16
.02 .02 67
99
.16 3.86 12
2.70 .92 72
.00 .00 41
.54 .03 84
.29 .00 76
.00 .00 47
.29 .00 86
NA NA NA
NA NA NA
.00 .00 46
.00 .00 48
89
OFFICE OF THRIFI SUPERVISION - MIDWEST SUPERVISORY REGION
ASSET QUALITY ($000)
06:01 01/17/2011
United Western Bank
DOCKET: 06679
DATA AS OF: 01/17/2011
TFR STATUS: COMPLETE
CMR STATUS: COMPLETE
Current Quarter
Current Quarter Prior Quarter Prior Year
================= ===========-===== =================
YRMO, Period End ... 201009 201006 . 200909
1. LOANS PAST DUE 30-89 DAYS AND STILL ACCRUING:
Construction Loans 3,000
Pe rmMtg , 1-4 Unit 11,986
PermMtg,5+Unit 2,329
PermMtg, NonResBldg 15,506
PerrnMtg,Land 14,210
Total Mtg. Loans 47,031
NonMtg Commercial Loans 2,320
0
Loans on Deposits 0
Home Improv. Loans 0
0
Mobile Home Loans g
Cards 0
NonMtg Consumer Loans 0
Subtotal, PD 30-89 DAYS 49,351
Guaranteed by USGov Agncy 5,683
Subtot PD30-89 less GovGuar 43,668
2. LOANS PAST DUE 90+ DAYS AND STILL ACCRUING:
Construction L9ans 9 6904
PermMtg,1-4 Vnl t , 0
PerrnMtg,5+Unlt
PerrnMtg,NonResBldg g
Loans 9,694
NonMtg Commercial Loans 0
Loans on Deposi ts 0
Home Improv. Loans 0
Education Loans 00
Auto Loans
Mobile Home Loans g
Cards 0
NonMtg consumer Loans 0
4
Subtotal, PD 90+ . 9,69
Guaranteed by USGov Agncy 9,194
0
Subtot PD90+ less GovGuar 50
3. NONACCRUING LOANS:
construction Loans
PermMtg,1-4 Unit
perrnMtg,5+Unit
PerrnMtg,NonResBldg
Loans
NonMtg Loans
Loans on
Home Improv. Loans
Education Loans
Auto Loans
Mobile Home Loans
Credi t Cards
Other
NonMtg Consumer Loans
Subtotal, NnAc
subtot NonAcrl less GovGuar
4. NON PERFORMING LOANS: (a)
Sum of Subtotals 2 and 3
Sum Subtot 2+3 less GovGuar
5. NON PERFORMING ASSETS:
4) (a)
REO:Construction
REO:5 or More Dwelling U.
REO:Nonresidential Blags
REO: Land
Subtotal, Gross REO

NPA PD90+NonAcrl+ReplesGuar
6. TROUBLED DEBT RESTRUCT.
7. CLASSIFICATION OF ASSETS:
Classified Substandard
Classified Doubtful
Classified Loss
Total Classified Assets
Construction Loans
1-4 Unit SecrdBy Open-End
1-4 Unit SecrdBy 1st Lien
1-4 Unit SecrdBy Jr Liens
Mul ti Family
NonResidential Property
Land Loans
Total Loans
10,824
20,695
2,079
15,870
8,225
57,693
3,996
o
o
o
o
o
o
480
480
62,169
897
61,272
71,863
13,260
61,772
71,863
3,927
2,09g
6,347
11,487
3,169
27,02
6
27,025
98,888
13,260
85,628
53,475
342,508
5,73
5
348,241
60,263
6,755
o
13,40
5
o
5,11
6
25,274
($000 at End of
6,063
11,725
4 150
30;399
o
52,337
1,877
o
o
o
o
o
o
487
487
54,701
5,746
48,955
o
8,464
o
o
o
8,464
o
o
o
o
o
o
o
o
o
8,464
8,463
1
20,114
13,265
o
17,681
10,212
61,272
3,821
o
o
o
o
o
o
o
o
65,093
120
64,973
73,557
10,998
64,974
73,557
3,090
2,129
o
4,838
4,163
2,415
16,635
o
16,635
90,192
10,998
79,194
28,373
352,235
6,326
o
358,561
65,568
10,145
o
11,733
o
o
4,486
5,649
32,013
917
Period)
5,130
14,940
2,131
20,106
16,425
58,732
1,402
o
o
o
o
o
o
o
o
60,134
6,583
53,551
o
7,204
o
o
o
7,204
124
o
o
o
o
o
o
o
o
7,328
7,204
124
14,557
13,393
1,511
7,339
1,290
38,090
565
o
o
o
o
o
o
o
o
38,655
66
38,589
45,983
9,506
38,713
45,983
6,897
2,957
o
1,241
2,230
2,320
15,561
o
15,561
61,544
9,506
52,038
26,773
139,715
3,411
o
143,126
36,887
2,369
o
12,183
o
1,511
5,466
346
21,875
Prior
Year End Total
200912
3,690
14,365
703
8,369
7,390
34,517
2,294
o
o
o
o
o
o
1
1
36,812
6,982
29,830
412
7,986
1,469
o
o
9,867
o
o
o
o
o
o
o
o
o
9,867
7,986
1,881
19,244
13,723
o
15,148
1,811
49,926
3,126
o
o
o
o
o
o
o
o
53,052
65
52,987
62,919
10,411
54,868
62,919
8,643
2,280
1,360
1,009
3,058
2,360
18,710
o
18,710
81,629
10,411
71,218
30,040
339,676
5,180
o
344,856
43,457
3,947
o
8,117
870
o
4,657
944
18,535
PAGE 15
Previous Prior
Year End Total
200812
2,695
14,891
o
6,596
789
24,971
939
o
o
a
o
o
o
o
o
25,910
12,003
13,907
o
5,888
o
o
o
5,888
625
o
o
o
o
o
o
o
o
6,513
6,484
29
1,403
9,469
6,173
1,792
o
18,837
529
o
o
o
a
o
o
o
a
19,366
1,850
17,516
25,879
10,942
17,545
25,879
354
1,983
o
103
1,977
2,236
7,025
o
7,025
32,904
10,942
21,962
7,025
54,388
1,268
o
55,656
11,355
NA
NA
NA
NA
NA
NA
NA
NA
06:01 01/17/2011
ASSET QUALITY (%)
United Western Bank
DOCKET: . 06679 TFR STATUS: COMPLETE
PAGE 16
Current Quarter Prior Quarter Prior Year Year End Total Year End Total

====== ====201009 =--==== ====201006 ====== ====200909 ====== ====200912 ====;00812
1. DELINQUENCY LOAN RATES BY LOAN CATEGORY - LOANS PAST DUE 30-89 DAYS AND STILL ACCRUING
(% of Outstanding Gross Loans in Each Category)
construction Loans
PermMTG, ,1-4 Unit
Pe rmMTG , 5+ Unit
PerlllMTG,NonResBldg
Pe rlllMTG , Land
Total Mtg. Loans
Loans on Deposit
Home Improv. Loans
Education Loans
Auto Loans
Mobile Home Loans
Credit Cards
Other

2.53 .00 84 3.85 .00 81 1.86 .31 66 1.48
3.78 .92 91 3.53 .94 90 4.14 1.15 94 4.10
5.36 .00 95 9.22 .00 94 5.20 .00 86 1.91
2.57 .79 84 5.13 .54 93 3.58 .35 90 1.52
19.27 .32 98 .00 .11 24 16.68 .32 96 8.01
4.07 1.03 91 4.31 1.06 96 4.39 1.01 94 2.70
1.48 .37 77 1.21 .24 74 .88 .41 66 1.50
.00 .00 36 .00 .00 35 .00 .00 33 .00
,00 .7314 .00 .4814 .00 .72 16 .00
.00 .00 33 .00 .00 36 .00 .00 29 .00
NA .89 NA NA 1.10 NA NA 1.46 NA NA
.00 .87 8 8.87 .61 94 .00 .81 12 .02
.00 .95 7 5.17 .85 89 .00 1.14 8 .01
3.83 1.00 95 4.07 1.08 97 4.06 1.01 96 2.60
.44 .00 92 .43 .00 93 .44 .00 97 .49
3.39 .95 90 3.64 1.01 94 3.61 1.00 92 2.11
2. DELINQUENCY LOAN RATES BY
Construction Loans
LOAN CATEGORY - LOANS PAST DUE 90+ DAYS AND NONACCRUAL
9.12 3.87 64 12.77 6.30 64 5.27 5.74 48 7.86
9.59 1.96 92 6.54 2.00 89 5.70 1.66 92 6.19
4.78 1.11 69 .00 .88 18 3.69 .37 83 3.99
2.63 1.94 60 2.98 2.24 61 1.31 2.10 38 2.75
PermMtg, 1-4 Unit
PermMtg,5+Unit
PermMtg, NonRes. Bldg.
PermMtg, Land
Total Mtg. Loans
11.15 5.25 57 11.70 4.59 69 1.31 5.78 34 1.96
5.83 2.79 77 5.74 2.78 76 3.38 2.36 61 4.67
2.54 1.14 70 2.46 1.23 67 .43 1.02 38 2.04 NonMtg Commercial Loans
Loans on Deposits .00 .00 46 .00 .00 47 .00 .. 00 42 .00
NA .00 NA NA .00 NA NA .00 NA NA Home Improv. Loans
Education Loans NA .00 NA NA .00 NA NA .00 NA NA
.00 .02 23 .00 .02 22 .00 .06 18 .00 Auto Loans
Mobile Home Loans .00 .00 35 .00 .00 32 .00 .00 29 .00
NA .45 NA NA .88 NA NA .38 NA . NA Credit Cards
other 9.45 .23 94 .00 .22 17 .00 .18 19 .00
5.40 .44 91 .00 .22 12 .00 .25 12 .00

5.58 2.47 80 5.47 2.43 79 3.10 2.22 65 4.45
.78 .00 90 .64 .00 92 .49 .00 97 .57
4.80 2.31 80 4.83 2.40 76 2.61 2.10 57 3.88
3. NON-PERFORMING
Construction Lns,
PermMtg,1-4 Unit
ASSET RATES. (Non-Performing
Net LIP 12.03 7.15 63
PermMtg,5+Unit ,
PermMtg,NonRes.Bldg.
Loans

Subtot NonAcrl less. GovGuar
4. ASSET QUALITY SUMMARY:
NonPerformLns(Subtot 4)
REO:Construction
REO: 1-4 Dwelling Units

REO: Land
Subtotal, Gross REO
Reposs'd Assets,Net of SVAs
NPA: PD90+NonAc+Repos'd
10.18 2.81 92
4.78 1. 60 66
3.64 2.89 60
23.13 12.60 60
7.89 3.51 78
2.70 .97 76
7.33 2.99 81
1.01 .00 91
4.66 2.21 81
(% of Total Assets)
3.50 1. 66 73
.19 .00 87
.10 .10 55
.00 .00 36
.31 .02 87
.56 .01 90
.15 .oa 93
1. 32 .21 87
.00 .00 34
1.32 .24 87
4.82 2.14 78
Loans
14.45
7.13
.00
3.77
15.72
6.91
2.32
6.46
.81
4.77
3.34
.14
.10
.00
.22
.19
.11
.75
.00
.75
4.09
Classified Substandard 16.70 4.48 97 15.97.
Classified Doubtful .28 .00
Classified Loss .00 .00
Total Classified Assets 16.98 4.50
Special Mention Assets 2.94 1.06
Sub+Doubt / CoreCap+GVA 206.56 41.33
5. CONSOLIDATED ASSET QUALITY TREND:
Non-Performing Loans 3.50 1.66
Repossessed Assets, Gross 1.32 .24
Repossessed Assets,Net SVA 1.32 .24
Total NonPerform. Assets 4.82 2.14
TDR Loans + Reposs'd TDR 2.61 .89
Construction Loans 5.69.39
1-4 Unit SecrdBy Open-End .00 .00
1-4 Unit SecrdBy 1st Lien 4.50 1.25
1-4 Unit SecrdBy Jr Liens .00 .00
MultiFamily .00 .00
NonResidential Property .85 .30
Land Loans .00 .48
Total Loans 2.19 1. 22
90 .29
49 .00
96 16.26
79 2.97
96 174.74
73 3.34
87 .75
87 .75
78 4.09
78 1.29
71 6.44
25 .00
88 3.74
26 .00
31 .00
57 .76
23 6.47
68 2.63

2.66 85 6.47 1.95 90 6.80
1.09 17 3.69 .58 79 7.42
2.78 59 1.52 2.36 38 2.93
11.61 61 3.50 10.84 34 5.11
3.57 79 4.38 3.16 65 5.95
.90 71 .42 .90 44 1.91
3.08 80 4.05 2.68 69 5.58
.00 92 .63 .00 97 .73
2.29 79 2.58 1.98 59 3.70
1.65
.00
.08
.00
.02
.02
.00
.20
.00
.21
2.03
76
86
56
35
87
77
95
75
35
75
73
4.35 97
.01 90
.00 49
4.39 97
1. 37 80
39.77 96
(% of
1. 65 76
.21 75
.21 75
2.03 73
.87 60
.39 75
.12 23
1.18 85
.00 26
.00 33
.15 62
.08 81
1. 08 74
918
1. 77
.27
.11
.00
.05
.09
.09
.60
.00
.60
2.37
5.38
.13
.00
5.51
1. 42
55.61
Total
1. 77
.60
.60
2.37
1.03
.86
.00
3.57
.00
3.69
.97
.35
1. 63
1.50
.00
.05
.00
.00
.00
.00
.18
.00
.18
1.89
3.76
.01
.00
3.90
1.23
37.22
Assets)
1.50
.18
.18
1.89
.51
.32
.00
.89
.00
.00
.31
.22
.82
56
92
66
39
69
73
97
70
33
70
60
2.51
.35
.09
.05
.04
.12
.09
.75
.00
.75
3.26
69 13.57
82 .21
49 .00
71 13.78
55 1. 74
71 150.64
56 2.51
70 .75
70 .75
60 3.26
66 1. 20
57 1. 58
27 .00
89 2.45
27 54.44
92 .00
68 .85
53 1. 02
74 1. 45
.00
1.00
.00
.43
.02
.97
.39
.00
.00
.00
.95
.00
1. 50
.79
1.21
.96
.00
.96
5.57
1. 76
.42
2.13
4.85
2.71
.77
.00
.00
.00
.03
.00
.57
.06
.19
2.27
.00
2.27
7.68
2.04
.96
2.52
10.57
3.42
.56
2.80
.00
2.21
1.57
.00
.04
.00
.01
.01
.00
.18
.00
.18
2.05
4.20
.00
.00
4.20
1.23
38.56
1.57
.18
.18
2.05
.64
.50
.03
1.05
.00
.00
.23
.03
.96
72
94
78
80
95
82
72
33
NA
NA
13
26
NA
17
12
81
97
77
59
90
79
59
36
73
65
46
NA
NA
21
30
NA
22
16
73
97
69
57
90
81
52
31
76
68
78
97
68
69
94
61
85
56
73
98
75
33
75
69
97
88
50
97
62
97
69
75.
75
69
62
60
23
78
98
36
64
57
68
.98
3.88
.00
1.18
.64
1. 79
.64
.00
NA
NA
.00
.00
NA
.00
.00
1. 69
.78
.91
.51
4.00
12.44
.32
.00
1. 78
.78
.00
NA
NA
.00
.00
NA
.00
.00
1. 69
.54
1.15
.64
4.50
12.44
.34
1.58
2.09
.77
2.12
.71
1.14
1.16
.02
.09
.00
.00
.09
.09
.31
.00
.31
1.47
2.43
.06
.00
2.48
.51
29.09
1.16
.31
.31
1.47
.31
NA
NA
NA
NA
NA
NA
NA
NA
.07 61
1. 06 95
.00 29
.59 70
.23 58
.89 71
.63 52
.00 39
.00 NA
.00 NA
.80 13
.14 26
1.63 NA
.89 10
1.15 8
.99 70
.00 98
.99 45
1. 80 37
.94 91
.08 96
.67 37
2.17 20
1. 44 60
.54 60
.00 45
.00 NA
.00 NA
.04 22
.00 32
.36 NA
.23 20
.23 13
1. 42 61
.00 97
1. 35 44
2.28
1.24
.30
.91
3.75
1.80
.48
1.69
.00
1.16
.95
.00
.02
.00
.00
.00
.00
.09
.00
.09
1.01
35
89
96
32
39
59
63
61
97
48
57
76
63
42
71
76
98
71
32
68
58
1. 60 58
.00 75
.00 50
1. 69 60
.75 38
17.00 63
.95 57
.09 68
.09 68
1. 01 58
.22 56
NA NA
NA NA
NA NA
NA NA
NA NA
NA NA
NA 53
NA NA
3-YEAR UTPR REPORT FOR QUARTER ENDED 201009 .
ALLOWANCES
06:01 01/17/2011
PAGE 17
United Western Bank
-==' =======
=-===-=========--== =
Months in period
YRMO, PeriOd End ...
1. TOTAL ALLOWANCES:
Balance
Add Recoveries on:
Recoveries
Acquisitions
Deduct: charge-offs+Sales
Ending Balance
1a. TOTAL GENERAL ALLOWANCES:
Beginning Balance
Add:
Net Provision for LOSS
Transfers
Recoveries
Acquisitions
Deduct: charge-offs+sales
Ending Balance
lb. TOTAL SPECIFIC ALLOWANCES:
Balance
Transfers .
Acquisitions
Deduct: Charge-offs+Sales
Ending Balance
3
201009
46,721
19,346
99
o
17,372
48,794
41,165
16,021
-1,7g
o
14,448
41,047
5,556
3,325
1, 798
2,924
7,747
2. ALLOCATION OF ENDING ALLOWANCE BALANCE:
Cash, Deposits, & Inv.Sec.:
Loans:
Nonmortgage Loans:
ALLL
Repossessed Assets:
General Allowance
Mortgage Backed Securities:
General Allowance
Other:
General Allowance
All Assets: .
General Allowance+ALLL
Specific Allowance
Total Allowances
34,717
5,709
o
NA
621
41,047
7,747
48,794
201006 201009
($000 at Start of Period)
44,860 37,727
($000 Period)
5, 20 39,011 .
168 341
0 0
($000 at
3,427 28,285
End of Period)
46,721 48,794
($000
36,347 36,081

28,838
510 -1,280
168 341
0 0

22,933
41,047
($000
8,513 1,646
During Period)
-35 10,173
-510 1,280
0 0
2,412
5,556
5,352'
7,747
35,668 34,717
4,918 5,709
0 0
NA NA
580 621
41,165 41,047
5,556
46,721
12 12
200912 200812
20,166 11,536
38,104 13,985
377 328
0 18
20,920 5,701
37,727 20,166
17 ,291 11,183
30,965
242
11,06
6
377 328
0 0
12,794
.36,081
2,875 353
7,13.9
-242
2,921.
0
0 18

417
2,875
32,228 14,994
3,204 1,596
0 0
0 0
650 700
36,081
1,646
37,727
17,291
2 875
20;166
_=======--======== -===-==--==== ======-==--== ===a_=========== -==--==-==--=-
Groul? 5' Groul? 5 Group 5 Groul? 5 Groul? 5
S&L Med1an Pct S&L Med1an Pct S&L Median Pct S&L Med1an Pct S&L Med1an Pct
3. GEN. ALLOWANCE+ALLL =- (% cl ;;tAss;t; =
Mortgage Loans + LIP 2.97 1.11 86 2.90 1.15 88 2.97 1.11 86 2.46 1.04 92 .97 .82 62
Nonmortgage Loans + LIP 3.41 1.91 72 2.96 1.90 68 3.41 1.91 72 1.95 1.89 53 1.07 1.29 33
Repossessed Assets .00 .00 48 .00 .00 47 .00 .00 48 .00 .00 48 .00 .00 45
MPS NA N'A NA NA NA NA NA NA NA .00 .00 50 .00 .00 50
Other Assets NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
All Assets (Net of LIP) 2.02 .89 87 1.88 .87 85 2.02 .89 87 1.45 .87 78 .79 .68 54
GA+ALLL4Lns+REO,%Lns+REO 3.00 1.39 90 2.91 1.29 89 3.00 1.39 90 2.42 1.26 89 1,07 1.03 55
GA+ALLL4LnS+REO
i
%(NPA-SVA) 40.88 38.92 53 45.00 41.42 53 40.88 38.92 53 43.41 44.23 47 50.42 65.41 40
Tot.GA+ALLL, (%C sfd-Loss) 11.79 20.27 18 11.48 23.05 15 11.79 20.27 18 10.46 21.30 14 31.07 35.02 38
919
06:01 01/17/2011
--,,-
($000)
DOCKET:
United Western Bank
06679
TFR STATUS: COMPLETE
COMPLETE
DATA AS OF:
Current Quarter
01/17/2011 CMR STATUS:
Prior Quarter YTD Prior Year
======-===-===-==
Months in period 3
4. NET GVA CHARGE-OFFS AND CHANGES IN SVAs
MPS
Mortgage Loans:
Construction:
1-4 Dwell Unit
5+ Dwell Unit
NonResidential
Total Constr.
Permanent:
1-4 Closed End
1-4 Open End
Total 1-4 Perm.
5+ Dwell. Unit
Nonresidential
Land
Total Perm. Mtg.
Loans.:
Consumer: .
Loans on Depos1ts
HILs
Education Loans
Auto Loans
Mobile Home Loans
Credit Cards
Other
Repossessed Assets:
Real Estate:
Construction
1-4 Dwell. Unit
5+ Dwell. Unit
Nonresidential
Land
Total Repos'ed RE
Total Repossessions
Inv. in Subordinate Firms
Other Assets
Total Assets
.0
o
991

5,641
1,12ij

t,m
13: 625
19,266
77
o
o
o
o
o
2
o
2
79
o
o
o
o
o
o
o
o
!l
o
117
19,462
($000
--= -=========--==== =---=----
3 9 12
201006 201009 200912
During Period)
0 0 0
0 0 1,958
-133 1,479 2,091
169

2,018
-691 4,020
-655 14; 530 8,],29
323 2,12
6
664
0 0
323

664
0 343
459

3,492
-21 3,300
761 18,644 7,799
106 33,174 15,928
74 605 1,074
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 2 0
0 5 11
0 7 11
74 612 1,085
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
121 257 343
301 34,043 19,314
920
. PAGE 18
PreviousPriorYr
12
200812
0
4,110
o
1,497
o
1,497
768
o
768
586
78
o
1,432
2,929
330
o
o
o
o
o
o
2
2
332
o
o
o
o
o
o
o
o
o
o
506
7,877
06:01 01/17/2011
Months in period
DOCKET: .
DATA AS OF:
Current Quarter

3
201009
(% of Category)
United Western Bank
01/17/2011 CMRSTATUS: COMPLETE
Prior Quarter YTD
=================
3 9
201006 201009
PAGE 19
Prior Year PreviousPriorYr
=================
12
200912
12
200812
5. RATES OF GVA CHARGE-OFFS AND Changes in SVAs (% of Category)
MPS
Mortgage Loans:
Cons tructi on:
1-4 Dwell Unit
5+ Dwell Uni t
NonResidential
Total Constr.
Permanent:
1-4 Closed End
1-4 Open End
Total 1-4 perm.
5+ Dwell. Unit
Nonresidential
Land
Total Perm. Mtg.
Loans:
Consumer:
Loans on Deposits
HILs
Education Loans
Auto Loans
Mobile Home Loans
Credi t Cards
Other
Repossessed Assets:
Real Estate:
Construction
1-4 Dwell. Unit
5+ Dwell. Unit
Nonresidential
Land
Total Repos'ed RE
Total Repossessions
EqtyInv Not SbjctFASB115
Other Assets
Total Assets
.00
.00
1. 44
7.58
6.19
4.08
.37
.00
.35
4.68
.68
7.92
1.30
1.71
.05
.00
NA
NA
.00
.00
NA
.00
.02
.05
.00
.00
NA
.00
.00
.00
NA
.00
NA
.00
NA
.91
.00 50
.00 50
.00 84
.00 92
.00 95
.00 93
.10 83
.04 25
.11 78
.00 94
.03 85
.00 91
.17 93
.16 95
.06 45
.00 46
.00 NA
.00 NA
.00 32
.00 51
.48 NA
.17 24
.15 29
.19 35
.00 39
.00 37
.00 NA
.00 41
.00 37
.00 34
.00 NA
.00 34
.00 NA
.00 49
NA NA
.11 92
.00
.00
-.17
.55
-1.10
-.38
.10
.00
.09
.00
.08
-.02
.07
.01
.05
.00
NA
NA
.00
.00
NA
.00
.00
.05
.00
.00
.00
.00
.00
.00
NA
.00
NA
.00
NA
.01
.00 50
.00
.00
.00
.00
.00
50
7
89
3
2
.05 61
.05 26
.07 57
.00 42
.03 58
.00 4
.11 42
.13 10
.06 45
.00 48
.00 NA
.00 NA
.00 46
.00 53
.81 NA
.31 18
.15 22
.16 29
.00 42
.00 33
.00 46
.00 44
.00 36
.00 32
.00 NA
.00 32
.00 NA
.00 50
NA NA
.12 12
921
.00
.00
2.15
9.59
24.41
10.52
.69
.00
.65
4.68
1.36
7.87
1. 78
2.83
.39
.00 50
.00
.33
.00
.00
.79
50
65
88
95
93
.25 73
.21 20
.30 70
.00 93
.22 80
.41 83
.47 81
.56 87
.58 42
.00 .00 47
NA .00 NA
NA .00 NA
.00 .07 29
.00 .00 51
NA 1.79 NA
.09 .83 26
.00
.00
NA
.00
.00
.00
NA
.00
NA
.00
NA
1.60
.64 24
.71 40
.00 33
.00 30
.00 NA
.00 34
.00 31
.00 28
.00 NA
.00 29
.00 NA
.00 50
NA NA
.. 37 81
.00
.47
2.00
4.47
3.54
3.09
.20
.00
.19
.88
.63
3.46
.75
1.20
.69
.00 48
:00 98
.27 60
.00 78
.00 86
.99 66
.26 45
.31 21
.31 38
.00 85
.31 69
.88 65
.44 58
.64 70
.75 47
.00 .00 46
NA .00 NA
NA .00 NA
.00 .42 17
.00 .00 46
NA 2.79 NA
.20 2.42 19
.13
.70
1. 19 20
1.14 36
.00 .00 32
.00 .00 33
.00 .00 39
.00 .00 37
.00 3.47 23
.00 .00 28
NA .00 NA
.00 .00 29
NA
.00
NA
.76
.00 NA
.00 49
NA NA
.46 62
.00
.74
.00
2.66
.00
.58
.21
.00
.20
1.17
.01
.00
.13
.23
.23
.00 50
.00
.00
.00
.00
.23
89
25
89
39
74
.09 70
.00 31
.11 63
.00 93
.00 57
.00 27
.14 47
.23 50
.27 48
.00 .00 47
NA .00 NA
NA .00 NA
.00 .24 22
.00 .00 46
NA 1.60 NA
.17 1.71 26
.11
.24
.00
.00
NA
.00
.00
.00
NA
.00
NA
.00
NA
.35
.78 22
.73 26
.00 32
.00 34
.00 NA
.00 37
.00 37
.00 34
.00 NA
.00 34
.00 NA
.00 50
NA NA
.31 53
06:01 01/17/2011
3-YEAR UTPR REPORT FOR QUARTER ENDED 201009 .
CAl'ITAL REQUIREMENTS AS CALCULATED BY S&L
United Western Bank
. Current
COMPLETE
COMPLETE
Quarter Prior
Year Year End Total
====== ===--===========
Current Quarter Prior Quarter Prior
YRMO, Period End
201009
1. TIER 1 (CORE) CAl'ITAL:
($000

120,960
Inv&Adv to Noninc1ud. (k)
0
0
Disallowed Service Assets
0
Other
0
Add:

AccLoss/Gns:sec/CF Hedg-tax
Qualifying Intangble negsts
MinorityInt.inInclud.SU s.
0
Other
0
Tier 1 (Core) Capital (b)

Assets eq.to be educted
0
Low Level Rec Deduction
37,053
108,073
2. ADJUSTED TOTAL ASSETS:
2,050,651
Total Assets
Deduct: .
NoninclSub.Assets
(1)
0

0
0
Other
0
Add:

Accum Loss/Gns:sec/CF
Qualfyng Intngible Asse s
Other .
0
Adjusted Total Assets(e)
2,057,232
3. CORE CAPITAL REQUIREMENTS:
Core Cap.Req: (g)=(e)*(j)
164,579
4. RISK-BASED CAl'ITAL REQUIREMENT:
2,206,128
TOTAL UNWEIGHTED ASSETS
Total R-W Assets
1,406,803
Excess ALLL .
21,613
Total R-WAssets - Ex. ALLL
.1,385,190
R-B Cap Req before (1)or(2)
110,81&
(2) Low levelRecourse Ded.
Risk-based Capital Req.
110,815
201006
at End of Period)
159,781
0
0
8
0
4,263
0
0
0

0
47,976
135,039
2,205,348
0
0
8
0

0
2,209,603
176,768
2,458,371
1,518;243.
20,500
1,497,743
179,729
0
179,729
200909
226,682
0
0
453
0
1,99
5
0
O.
228,228
23,233
45,67g
205,788
2,599,251
0
0
453
0
2,963
0
0
2,601,761
104,070
3,080,462
1,858,677
0
1,858,677

148,694
200912
188,356
o
o
64
o
4,547
o
o
o
192,839
20,236
o
51,406
161,669
2,502,727
o
o
64
o
7,326
o
o
2,509,9a9
100,400
2,734,529
1,618,834
14,078
1,604,756
128,380
o
128,380
PAGE 20
Previous Prior
Year End Total
200812
151,778
o
o
o
o
22, 258
o
o
174,034

60
189,536
2,240,378
o
o
o
o
35,857
g
2,276,235
91,049
2,473,590
1,796,483
o
1,796,483
143,71
5
143,719
,--======== = --=====--===== =-==-===-- -
5 Group 5 Group 5 5 5
S&L Med1an Pct S&L Median Pct S&L Median Pct S&L Med1an Pct S&L Med1an Pct
5. FIRREA CAl'ITAL COMPLIANCE:
== (% of ASS=ts ;t-bi - - ==
Core Capital (b) 6.20
Core Cap.Req: (j) 8.00
Core Cap.Surplus: (b)-(j) -1.80
Core cap.Surp($OOO).: (b)-(g)
9f !Jg n iJg M 1:8&
-37,038 . -12,732 124,158 92, 3.65 4.
Risk-based Capital Req. (h)
RiskBasedcap.Surpls: (c)-(h)
R-B Cap Surp($OOO): (c)-(h)
(% of Total Risk-Weighted Assets at End of Period)
7.80 15.20 2 9.02 14.82 3 11.a7 13.51. 8 10.07 14.11 2
8.00 8.00 49 12.00 8.00 98 8.00 8.00 50 8.00 8.00 50
-.20 7.20 2 -2.98 6.82 1 3.07 5.51 8 2.07 6.11 2
-2,742 -44,690 57,094 33,289
10.55
8.00
2.55
13.35 12
8.00 49
5.27 13
45,817
6. ASSET BALANCES:
Adiusted Total Assets(e) 100.32 99.54
Total R-W Assets -Ex.ALLL 67.55 65.85
Total Unweighted Assets 107.58 102.51
93 100.19 99.61 88 100.10 99.60 84 100.29 99.69 88 101.60 99.86 89
56 67.91 66.32 56 11.51 68.97 57 64.12 67.40 35 80.19 68.58 78
78 111.47 102.66 87 118.51 102.90 94 109.26 102.76 82 110.41 103.04 93
RATIOS: 7 80 15.20
Tier 1 (Core) Risk-Based 6.53 14.10
Tier 1 (Core) Leverage 6.20 9.59
2
2
6
9.02
7.75
7.42
14.82
13.77
9.47
3
3
11
922
11.07
9.82
8.77
13.51
12.31
9.10
8
10
43
10.07
8.81
7.68
14.11
12.88
9.11
2
3
16
10.55
9.68
7.65
13.35
12.52

12
12
27
06:01 01/17/2011
COMPOSITION OF RISK-WEIGHTED ASSET CATEGORIES
United Western Bank
PAGE 21
Current Quarter
Current Quarter Prior Quarter Prior Year Year
End Total Year End Total
=====-- ... -==== =
YRMO, Period End ..
201009 201006 200909 200912 200812
1. ASSETS IN 0% R-W CATEGORY,
286;714
Notes&Obligations FDIC 169,3ii
0% R-W Categ. 457,.512
1,481 1,386
266,159 122,245
62 0
260,466 523,331
528,168 646,962

1,208
141,477
54 0
537,637 20,537
661,354 163,222
3; m
State/Local Gen.Oblig. 109
on DomestOepInst 60 446
Subtotal,20% R-W Categ. 109;878
45,352 73,748
9,597 12,32g
0
129
56,797
111,875 165; 093
66,302 315,180
9,440 29,259
0 0

540
31,950
160,329 376,92.9
Qualif .1-family ResMtg 277,473

State/Local Rev. Bonds 0
50% R-W Categ. 507,822
294,009 323,610
3,062 0
344,991 561,888
0
2,859
88S,49g 644,921
313,696 348,717
2,731 0
325,680 75,967
0 0
10,Q49 0
652,156 424,684
4 ASSETS IN 100% R-W CATEGORY, UNWEIGHTED:
Notes/Obligtns FDIC RW 10,262
All Other Assets 1,120,654
Subtotal,100% R-W Categ. 1,130,916
10,832 137,511
1,162,575 1,245,398
1,173,407 1,382,909
20,470 0
1,240,220 1,508,755 .
1,260,690 1,508,755
5.ALL R-W CATEGORIES, UNWEIGHTED:
Subtotal (1+ +4)
050; 651
LowLevel Recourse Oed. 0
2,458,371 3,080,462
-253,023 -481,211
2,205,348 2,599,251
0 0
2,734,529 2,473,590
-231,802 -233,212
2,502,727 2,240,378
0 0
. Current Quarter Prior Previous Prior
Current Quarter Pr10r Quarter Prior Year Year End Total Year End Total
=5"=-=
S&L Median Pet S&L Med1an Pet S&L Med1an Pet S&L Med1an Pet S&L .Median Pet
====== 2OiOO9 ==- -==== iOi006 =- 2009'09 ==- ==== 200912 ==- ===-'= 2008i2 =-
Cash .07 .37 22
U.S.Gov.securities 13.98 1.02 93
Notes&Obligations FDIC .00 .00 89
Other . 8.26 1.39 84
Subtotal, 0% R-W Categ. 22.31 6.78 93
High Quality MBS 1. 93 7.01 32
Claims .on FHLBs .47 1.29 14
State/Local Gen.Oblig. .00 .01 23
Claims on DomestOepInst .01 .41 10
Other 2.95 2.37 60
Subtotal,20% R-W Categ. 5.36 15.70 13
Qualif.1-family ResMtg 13.53 21.48 28
Qualif.MultFam ResMtg .14 .00 61
Other MBS BackBy Qua1Mtg 11.09 .00 97
State/Local Rev. Bonds .00 .00 35
Other .00 .00 35
Subtotal,50i R-W Categ. 24.76 25.54 46
4. ASSETS IN 100% R-W CATEGORY! UNWEIGHTED:
Notes/Ob1igtns FDIC RW .00 69
All Other Assets 54.65 44.51 69
subtotal,100% R-W Categ. 55.15 45.93 68
('Is of Total Assets)
.07 .33 23 .05
12.07 1.06 96 4.70
.00 .00 92 .00
11.81 1.37 91 20.13
23.95 5.60 95 24.89
2.06
.44
.00
.01
2.58
5.07
13.33
.14
15.64
.00
.13
29,24
.49
52.72
53.21
7.26
1.21
.00
.64
2.28
16.72
21.60
.00
.00
.00
.00
27.07
.00
46.95
49.76
31
13
25
8
53
11
2.84
.47
.00
1.69
1.35
6.35
28 12.45
60 .00
98 21. 62
35 .00
81 .00
56 34.07
70
63
63
5.29
47.91
53.20
.31
.48
.00
.41
2.82
7.53
1.23
.00
.62
1.61
16.33
20
88
48
97
97
33
14
27
70
43
14
22.34 26
.00 27
.00 98
.00 35
.00 37
25.86 65
.00
47.91
49.53
96
50
56
.06
4.88
.00
21.48
26.43
2.65
.38
.00
1.87
1.51
6.41
12;53
.11
13.01
.00
.40
26.06
.82
49.55
50.37
.36 21
.58 87
.00 88
.65 96
3.63 96
6.37 33
1. 40 10
.00 27
.62 78
1. 61 46
16.13 16
22.09 28
.00 60
.00 98
.00 35
.00 87
25.60 52
.05
6.31
.00
.92
7.29
14 .07
1.31
.00
.02
1.43
16.82
15.57
.00
3.39
.00
.00
18.96
.00 78 .00
49.06 51 67,34
49.62 52 67.34
.39
.08
.00
.17
1.33
9.39
1.33
.00
.74
1.28
18.08
23.79
.00
.00
.00
.00
26.42
.00
44.37
46.13
5. ALL R-W CATEGORIES, UNWEIGHTED:
Subtotal (1+ +4) 107.58 102.51
Other Adj. (by diff.) -7.58 -2.51
Total Consol.Assets 100.00 100.00
LowLevel Recourse Ded. .00 .00
78 111. 47 102.66
21 -11.47 -2.66
50 100.00 100.00
45 .00 .00
87 118.51 102.90
12 -18.51 -2.90
50 100.00 100.00
45 .00 .00
94 109.26 102:76
5 -9.26 -2.76
50 100.00 100.00
46 .00 .00
82 110.41 103.04
17 -10.41 -3.04
50 100.00 100.00
45 .00 .00
923
24
93
50
72
87
60
49
28
13
54
46
36
30
97
38
33
35
37
78
76
93
6
50
48
06: 01 01/17/2011
Months in Period
CHANGES IN ASSETS:
1.1 CASH,DEP.&INV.SECUR.
2.2 MORTGAGE BACKED SECUR.
2.6 MORTGAGE LOANS:

Perrn.Mtgs,1-4 Unit Res
Perrn.Mtgs,5+ Unit Res
Perm.Mtgs, Land
Perrn.Mtgs,NonResid.
Subtotal,Perm.Mtgs
Other (by diff.)
Subtotal, Mtg Lns
4.0
4.1
5.1
5.5
5.8
Repossessed Assets
Real Estate Invest.
Subtotal

Other Assets:
Goodwill
Asts
TOTAL ASSETS
OFFICE OF THRIFT SUPERVISION -MIDWEST SUPERVISORY REGION
CHANGES IN FINANCIAL. CONDITION ($000)
United Western Bank
COMPLETE
COMPLETE
YTD
Prior Year
================= ================= =====-===========
3 3 9 12
201009 201006 201009 200912
-92,454
-16,469
-8,585
-4,848
-25,335
-38,768
-15,496
-1,562
-13,559
10,648
-19'm
-57,844
786
10, 398
10,390
64
-232
-92
-277
1,431
-154,697
-404,253
66,218
-9,218
-4,830
-13,.778
-27,826
-15,227
6,098
-2,317
2,240
-9,206
-4,482
-41,514
4,901
-7,441
o
-7,441
63
-283
-53
-480
-513
-383,355
-418,846
86,257
-32,860
-20,041
-78,363
-131,264
-33,609
6,683
-18,481
53,236
7,829
-3,425
-126,860
253
8,315
o
8,315
189
-721
-243
-1,332
912
-452,076
555,424
-184,274
-15,7,80 .
-18,378
8,726
-25,432
-33,167
-12,850
-30,952
-10,446
.-87,415
-18,068
-130,915
12,755
11,685

11,685
-19,658
774
-129
-2,152
18,839
262,349
7.1
7.5
LIABILITIES:
NetNewDepositsRecvd
IntCreditedDeposits
subtotal
Other Changes
Net Change
DepActs Be1w InsLmts
DepActs Abve InsLmts
BORROWINGS:
Net Change
FHLBank Advances
Reverse REPOs
Subord.Debentures
MtgCo11.Sec.Issued
All Other Brwg
Other Liabilities
Total Liabilities
NonCntrol IntCons1dtd subsr
8.0 EQUITY CAPITAL:
Perpetual Pref.Stk
NonCum.Perp. Prefstk
CommonStk &Paid-InCap.
Gains/LossCashFlwHedge
Other
Retained Earnings
Other components
Subtotal
TOTAL LIASILITIES & EQUITY
CHANGES TO EQUITY CAPITAL:
Net Income
Less:Cash Divan Pref
Less:Cash Divan ComStk
Subtotal
Stock Issued
Stock Retired
New Basis Acctg Adj
OthAdjustments(by diff)
Net Change in Equity Cap
NA
3,154
NA
NA
-116,943
-46,618
-71,654
2,907
570
6, 218
o
-3,879
-1,361
-115,876
o
o
o
o
155
-2, 31S
o
-36,658
o
-38,821
-38,821
-154,697
-36,658
o
o
-36, 65S
o

-2,163
-38,821
NA
3,037
NA
NA
-383,930
-190,241
-191,112
4,949
561
-398
o
o
4,786
62
-376,506
o
o
o
o
3,129
1,167

-11,145
o
-6,849
-6,849
-383,355
-11,145

o
-11,145

o
o
4,296
-6,849
924
NA
9,678
NA
NA
-388,959
-116,150
-270,047
3,477
-10,853
7,146

7,184
-2,443
-384,680
o
o
o
o
3,456
-2,034

-68,818
o
-67,396
-38,821
-452,076
-68,819

o
-68,819

o

1,423
-67,396
NA
13,995
NA
NA
267,674
485,558
-214,095
-48,263
-46,114
-2,630
8
481
3,394
225,774
2
o
o
o
88,224
17,709
o
o
-69,360
o
36,573
-38,326
262,349
-69,359

o
-69,359
o

o
105,937
36,573
PAGE 22
PreviousPriorYr
12
200812
-27,440
-94,093
56,019
29,145
28,217
113,381
-61,849
997
12,399
170,254
121,801
-7,224
227,958
41,808
1,882
o
1,882
-10,867
8,251
-218
-2,475
17,568
162,374
NA
12,033
NA
NA
338,467
97,316
243,939
-175,498
-179,408
4,837
o
o
-927
-6,433
158,889
o
o
o
o
12,444
-19,58g
o
10,629

3,485
NA
162,374
13,685

2,830
10,85
6
o
o
-7,370
3,485
CHANGES IN FINANCIAL CONDITION (% TA at start of period)
06:01 01/17/2011
United Western Bank
PAGE 23
Current Quarter Prior Quarter YTD Prior Year

PreviousPriorYr
S&L Med1an Pet S&L Medlan Pet S&L Medlan Pet S&L Medlan Pct
SoL Pct
Months in Period
CHANGES IN ASSETS:
1.1 CASH,DEP.&INV.SECUR. -4.19
2.2 MORTGAGE BACKED SECUR. -.75
2.6
3.1
4.0
4.5
5.1
5.5
5.8
MORTGAGE LOANS:
const .Lns, Nonresid ..
Subtotal, Const.
Perm.Mtgs,1-4 Unit Res
Perm.Mtgs,5+ Unit Res
perm.Mtgs,Land
Perm.Mtgs,NonResid.
Subtotal,Perm.Mtgs
Other (by diff.)
Subtotal, Mtg Lns
NONMORTGAGE LOANS:
Repossessed Assets
Real Estate Invest.
Subtotal ReEo.Ast.+REI

Other Assets:
Goodwill
Asts
-.39
-.22
-1.15
-1. 76
-.70
-.07
-.61
.48
-.91
.04
-2.62
.04
.47
.00
.47
.00
-.01
.00
-.01
.06
3
201009
3
201006
9
201009
12
200912
(% of Total Assets at Start of Period, not Annualized)
.01 7 -15.62
-.03 21 2.56
.00
.00
.00
-.04
-.08
.00
-.01
"DO
.00
-.01
.00
4
9
2
1
20
19
9
85
26
74
12
-.02 68
.00 ,93
.00 51
.00 93
.00 83
.00 40
.. 00 27
.00 10
-.02 72
-.36
-.19
-.53
-1.07
-.59
.24
-.09
.09
-.36
-.17
-1. 60
.19
-.29
.00
-.29
.00
-.01
.00
-.02
-.02
.24 2 -16.74 .2.01 2 24.79
-.01 85 3.45 .00 74 -8.23
-.02
.00
.00
-.08
-.02
.00
-.01
.00
.00
-.01
-.06
12 -1. 31
8 -.80
5 -3.13
1 -5.24
20 -1.34
78 .27
32 -.74
65 2.13
30 .31
12 -.14
13 -5.07
.00 65
.00 3
.00 54
.00 3
.00 78
.00 32
.01
.33
.00
.33
.01
-.03
.00 41
.00 8
-.01 48
-.01
-.05
.04
-.09 3
.00 6
-.01 1
-.25 1
-.25 25
.00 68
-.02 14
.00 89
.00 59
-.02 19
-.18 12
-.02
.01
.00
.01
.00
-.01
.00
.00
-.03
60
79
53
80
71
37
30
7
59
-.70
-.82
.39
-1.14
-1.48
-.57
-1. 38
-.47
-3.90
-.81
-5.84
.57
.52
.00
.52
-.88
.03
-.01
-.10
.84
1. 74 97 -1. 32
.00 3 -4.53
-.15
.00
-.03
-.42
-.50
.02
-.01
.19
.33
-.11
-.04
30
3
87
28
43
5
10
15
21
3
17
.00 69
.06 84
.00 53
.06 84
.00 1
-.01 78
.00 43
.00 2
.51 80
2.70
1.40
1.36
5.46
-2.98
.05
.60
8.19
5.86
-.35
10.97
2.01
.09
.00
.09
-.52
.40
-.01
-.12
.85
12
200812
-.74 46
.73 2
-.07
.00
.00
.00
2.12
.12
.00
1.22
4.40
-.08
4.33
.51
.05
.00
.05
.05
.03
.00
.00
.33
95
95
91
94
9
46
85
87
61
19
76
73
56
52
57
1
84
29
7
67
TOTAL ASSETS -7.01 .43 -14.81 .83 2 -18.06 2.98
11.71 2.31 76 7.81 8.69 46
7.0
7.1
7.2
LIABILITIES:
NetNewDepositsRecvd
IntCreditedDeposits
Subtotal
Other Changes
<$100K+Esc
Dep.Accts w/Bal>$100
BORROWINGS:
Net Change
FHLBank Advances
Reverse REPOs
Subord.Debentures
Mtgcoll.Sec.Issued
All Other Brwg
NA
.14
NA
NA
-5.30
-2.11
-3.25
.13
.03
.28
.00
.00
-.18
NA
.20
NA
NA
.58
-.20
.77
-.10
-.01
.00
.00
.00
.00
NA NA
25 .12
NA NA
NA NA
4 -14.83
14 -7.35
4 -7.38
77 .19
81 .02
90 -.02
49 .00
50 .00
4 .18
NA
.22
NA
NA
.86
.11
.42
-.03
-.02
.00
.00
.00
.00
NA NA
17 .39
NA NA
NA NA
2 -15.54
2 -4.64
1 -10.79
83 .14
85 -.43
15 .29
49 .00
50 .00
96 .29
NA NA
.64 21
NA NA
NA NA
3.29 3
1. 06 12
1. 70 2
-.44 71
-.15 46
.00 83
.00 49
.00 50
.00 95
NA
.62
NA
NA
11.95
21. 67
-9.56
-2.15
-2.06
-.12
.00
.00
.02
NA
1.22
NA
NA
5.03
14.70
-8.00
-2.00
-1.36
.00
.00
.00
.00
NA
14
NA
NA
79
78
41
43
43
19
49
50
75
NA
.58
NA
NA
16.29
4.68
11. 74
-8.45
-8.63
.23
.00
.00
-.04
NA NA
1.90 7
NA NA
NA NA
5.47 81
3.07 59
2.47 85
1.29 5
.05 5
.00 74
.00 48
.00 50
.00 12
Total Liabilities
-.06
-5.25
.04 27 .00
.28 6 -14.54
.03 37 -.10 .08 25 .15 .00 73 -.31 -.01 16
.72 2 -15.37 2.58 4 10.08 2.00 78 7.65 8.29 46
8.0 EQUITY CAPITAL:
Perpetual Pref.Stk .00 .00 50
Cumul. Perp. Prefstk .00 .00 50
NonCum.Perp. Prefstk .00 .00 50
CommonStk .Paid-InCap. .01 .00 75
Unr1Gain/LossAvai14Sa1 -.11 .00 6
Gains/LossCashFlwHedge .00 .00 50
Other .00 .00 52
Retained Earnings -1.66 .11 3
Other components .00 .00 43
Subtotal -1.76 .14 2
NonCntrolIntCnsldtdsSu .00 .00 47
Total Equity Capital -38821. 002117.00
TOTAL LIABILITIES. EQUITY -7.01 .43 4
CHANGES TO EQUITY CAPITAL:
Net Income
Less:Cash Div on Pref
Less:Cash Div on comStk
Subtotal
Stock Issued
Stock Retired
New Basis Acctg Adj
Oth Changes (by diff)
Net Change Equity Cap
-22.94
. 00
.00
-22.94
.00
.00
.00
-1.35
-24.30
1.17
.00 .
.00
.98
.00
.00
.00
.04
1.22
(%
2
48
40
2
48
48
50
6
2
.00 .00 50 .00 .00 49 .00
.00 .00 50 .00 .00 50 .00
.00 .00 50 .00 .00 49 .00
.12 .00 82 .14 .00 68 3.94
.05 .05 50 -.08 .05 4 .79
.00 .00 52 .00 .00 50 .00
.00' .00 47 .00 .00 50 .00
-.43 .07 12 -2.75 .31 2 -3.10
.00 .00 46 .00 .00 47 .00
-j8 :88 H -2:86 :55 4ij 1:85
2 -6849.00 2722.00 11 -38821.00 2117.00
.00 48 .00
.00 50 .00
.00 48 .00
.08 92 .60
.06 91 -.94
.00 48 .00
.00 46 .00
.25 6 .51
.00 42 .00
.76 69 .17
.00 94 .00
2 -38326.00 2136.00
-14.81 .83 2 -18.06 2.98
11.71 2.31 76 7.81

Equity capital, not Annualized)
7 -43.07 3.53 2 -30.60 2.85
48 .00 .00 48 .00 .00
41 .00 .00 36 .00 .00
8 -43.07 2.56 2 -30.60 1.15
48 .00 .00 47 .00 .00
48 .00 .00 48 .00 .00
50 .00 .00 50 .00 .00
75 .89 1.61 37 46.73 5.35
11 -42.18 4.57 2 16.13 5.78
.00 .00
.00 .00
-6.69 .71
.00 .00
.00 .00
.00 .00
2.58 .52
-4.11 1.76
925
6
46
35
7
47
48
50
91
70
9.23
.00
1. 91
7.32
.00
.00
.00
-4.97
2.35
.00
.00
.00
.07
-.03
.00
.00
.18
.00
.35
.00
2
8.69
3.77
.00
.00
2.55
.00
.00
.00
.62
3.14
48
50
48
70
15
51
61
70
44
43
47
NA
46
83
45
67
90
45
49
48
12
46
NA NA
06:01 01/17/2011
LENDING, INVESTMENT, FORECLOSURE, AND RESTRUCTURING ACTIVITY ($000)
United Western Bank
COMPLETE
COMPLETE
YTD Prior Year
=========--======= =================
Months .in Period
1.1 CASH, DEPOSITS, & INVESTMENT
Net BS ChnglnCsh,Dep,&InvSc
Pass-Through:
Purchases
Sales
Other Balance Changes
Net Subtotal (Pass Through)
Other Mortgage Backed securities:
Purchases
Sales
Net Subtotal (Other MBS)
Net Subtotal (Total MaS)
Net Other Chngs (by diff.)
Net .BS Chng in MtgBckdSec
2.6 MORTGAGE LOANS:
Constr. Lns. C1osed:1-4 Res
Constr. Lns. Closed:5+ Res.
Constr. Lns. Closed:Nonres.
Perm. Mtgs. C1osed:1-4 Res.
Perm. Mtgs. Closed:5+ Res.
Perm. Mtgs. Closed:Nonres.
Perm. Mtgs. Closed:Land
Total New originations
Refinancing Loans (b)
Mtg Purchases: 1-4 Dwelling
Mtg Purchases: 5+ Dwelling
Mtg Purchases: Nonres.
Total Mtg Purchases
Noncash Trans,excl.Frcl+NCO
TotalDebits:Orig+prch+NnCsh
Total Mtgs Sold
Mtgs Sold:1-4 Dwell
Mtgs Sold:5+ Dwell

Foreclosures (Frcl)
Net Charge-offs (NCO)
Additions to Allowances
Total Credits:sa1es+Misc.
Net Subtotal
Net BS Chng in Mtge Loans
Commer.Lns Closed or Purch.
Consmr Lns Closed or Purch.
Net Subtotal
Net BS Chng in NonMtge Lns
Foreclosures
ChgOffs on Repos'd (VA60)
Chg in VA (Chg in SC440)
Oth:BS Chg+Cos+ChgAll.
Net BS Chng Repo'd Assets
5.8 OTHER ASSET CHANGES:
Net BS Chng in Total Assets
Cmplince
3 3 9
201009 201006 201009
SECURITIES:
-92,454
29,82
6
-20,140
9,685

o
-26,116
-26,116
-16,431
-38
-16,469
1,378
615
4,763
6,551
19,547
516
33,370
o
1, 736
o
1,737
NA
NA
14,817
157

14,660
NA
12,822
14,248
13,297
55,184
NA
NA
-57,844
24,273
342
24,615
-23,829
786
12,822
o
o
-2,432
10,390
894
-154,697
33,991
39,993
-404,253
89,341
o
-10,913
78,428
o
o
-12,256
-12,256
66,172
46
66,218
3,714
156
2,505
4,874
o
35,881
3,445
50,575

1,896
o
169
2,065
NA
NA
11,990
o
.0
11,990
NA
3,458
816
4,868
21,132
NA
NA
-41,514
25,249
882
26,131
-21,230
4,901
3,458
o
o
-10,899
-7,441
-1,266
-383,355
3,458
28,373
-418,846
183,914
o
-42,703
141,211

-55,012
-55,012
86,199
58
86,257
10,501
831
10,245
14,513
o
83,386
4,310
123,786
o
8,077
o
169
8,246
NA
NA
33,896
157

33,739
NA
24,618
22,031
24,520
105,065
NA
NA
-126,860
68,193
1,714
69,907
-69,654
253
24,618

-16,303
8,315
-1,195
-452,076
49,290
39,993
837
1,989

2,480
1,012
1,316
o
o
1,130
3,983
4,864
o
7,125
8,646
24,618
Construction
Permanent Loans:
1-4 Family

Land
Total
7,516
12,822 3,458
926
12
200912
555,424
5,595
47,347
-39,907
-81,659

o
-101,872
-101,812
-183,531
-743
-184,274
58,520
12,492
64,330
49,319
7,098
112,132
14,839
318,730

10,589

10,589
NA
NA
31,532
3,780

27,752
NA
22,497
9,349
26,583
89,961
NA
NA
-130,915
101,026
9,516
110,542
-97,787
12,755
22,497
o

-10,812
11,685
-2; 326
262,349
45,217
30,040
8,644
9,572
1,360
1,202
1,719
22,497
PAGE 24
PreviousPriorYr
12
200812
-27,440
4,973
o
-41,116
-36,143
o

-57,653
-57,653
-93,796
-297
-94,093
107,287
58,055
89,431
43,019
4,270
299,976
54,346
656,384
o
7,621

o
7,621
NA
NA
28,039
3,270
3,215
21,554
NA
10,931
619
6,784
46,373
NA
NA
227,958
200,586
3,288
203,874
-162,066
41,808
10,931

-9,049
1,882
12,259
162,374
13,044
7,025
o
10,931
o

10,931
06:01 01/17/2011
OFFICE: OF THRIFT SUPERVISION - MIDWEST SUPERVISORY REGION
LENDING, INVESTMENT, FORECLOSURE, AND RESTRUCTURING ACTIVITY (%)
United Western Bank
PAGE 25
=====-;--===5==== =================
S&L Med1an Pet S&L Med1an pet S&L Med1an Pet S&L Pet S&L Pet
Months in Period ====== ====== ==3 ====== ====== ==3 ====== ====== ==9 ====== ====== =12 ====== ====== =12
YRMO, Period End.... 201009 201006 201009 200912 200812
1.1' CASH DEPOSITS, & INVESTMENT SECURITIES:. (% of Total Assets at Start of Period, not Annualized)
Net BS Chnglncsh,Dep,&InvSc -4.19 .01 7 -15.62 .24 2 -16.74 2.01 2 24.79 1.74 97 -1.32
Pass-Through: 1 35
: 00
Other Balance Changes -,91
Net subtotal (Pass Tnrough) .44
Purchases. 00
Sales . 00
Other Balance Changes -1.18
Net Subtotal (Other MBS) -1.18
Net Subtotal (Total MBS) -.75
Net Other Chngs (by diff.) .00
Net BS Chng in MtgBckdSec -.75
2. 6 MORTGAGE LOANS:
Constr. Lns. Closed:1-4 Res
Constr. Lns. Closed:5+ Res.
Constr. Lns. closed:Nonres.
Perm. Mtgs. Closed:1-4 Res.
Perm. Mtgs. Closed:5+ Res.
Perm. Mtgs. Closed:Nonres.
Perm. Mtgs. Closed:Land
Total New Originations
Refinancing Loans (b)
Mtg Purchases: 1-4 Dwelling
Mtg Purchases: 5+ Dwelling
Mtg Purchases: Nonres.
Total Mtg Purchases
Noncash Trans,excl.Frcl+NCO
TotalDebits:Orig+Prch+NnCsh
Total Mtgs Sold
Mtgs Sold:1-4 Dwell
Mtgs Sold:5+ Dwell
Mtgs Sold:Nonres
Cash Repayment of Principal
Foreclosures (Frcl)
Net Charge-offs (NCO)
Additions to Allowances
Total Credits:Sales+Misc.
Net Subtotal
Net BS Chng in Mtge Loans
Commer.Lns Closed or Purch.
Consmr Lns Closed or Purch.
Net Subtotal
Net BS Chng in NonMtge Lns
Foreclosures
ChgOffs on Repos'd (VA60)
Chg in VA (Chg in SC440)
Oth:BS Chg+Cos+ChgAll.
Net BS Chng Repo'd Assets
5.8 OTHER ASSET CHANGES:
.06
.03
.22
.30
.00
.89
.02
1.51
.00
.08
.00
.00
.08
NA
NA
.67
.01
.00
.66
NA
.58
.65
.60
2.50
NA
NA
-2.62
1.10
.02
1.12
-1.08
.04
.58
.00
.00
-.11
.47
.04
Net BS Chng in Total Assets -7.01
TDR During period 1.54
Amt incld SedSC in Cmplince 1.81
Construction .04
Permanent Loans:
1-'-4 Family

Land
Total
.09
.00
.11
.34
.58
.00
.00
-.45
-.02
.00
.00
-.12
.00
-.03
.00
-.03
.07
.00
.00
2.20
.00
.24
.00
3.58
1.41
72
38
32
79
30
40
12
7
24
43
21
49
84
87
16
25
87
71
24
13
.00 80
.00 45
.00 44
.00 77
NA NA
NA NA
.71 49
.69 27
.00 45
.00 97
NA NA
.06 87
.03 93
.05 89
1. 40 60
NA NA
NA NA
.00 12
.42 60
.07 27
1.19 48
-1. 46 54
-.02 68
.06 87
.00 43
.00 50
-.06 39
.00 93
-.06 71
3.45
.00
-.42
3.03
.00
.00
-.47
-.47
2.56
.00
2.!)6
.14
.01
.10
.19
.00
1. 39
.13
1. 95
.00
.07
.00
.01
.08
NA
NA
.46
.00
.00
.46
NA
.13
.03
.19
.82
NA
NA
-1. 60
.98
.03
1.01
-.82
.19
.13
.00
.00
-.42
-.29
-.05
.43 4 -14.81
.22
.63
93 .13
81 1.10
.00 87
.03 68
.00 42
.00 86
.00 96
.06 87
.04
.05
.00
.00
.04
.13
.08
.00
-.30
-.01
91
40
42
95
7.35
.00
-1. 71
5.64
.00
.00
-.10
.00
-.01
.00
-.01
31 .00
40 .00
26 -2.20
17 -2.20
83 3.44
65 .00
85 3.45
.07 62
.00 70
.00 78
1. 83 17
.02 21
.27 93
.00 82
3.11 28
.86 15
.00 76
.00 46
.00 93
.00 72
NA NA
NA NA
.56 45
.50 16
.00 46
.00 93
NA NA
.07 60
.03 53
.05 75
1.14 43
NA NA
NA NA
-.06 13
.48 61
.07 3B
1. 24 4 B
-1.12 53
.00 65
.07 60
.00 42
.00 48
-.05 12
.00 3
-.01 47
.42
.03
.41
.58
.00
3.33
.17
4.95
.00
.32
.00
.01
.33
NA
NA
1.35
.01
.00
1.35
NA
.98
.B8
.98
4.20
NA
NA
-5.07
2.72
.07
2.79
-2.78
.01
.98
.00
.00
-.65
.33
-.05
.83 2 -18.06
.19
.60
37 1. 97
66 1. 60
.00 83
.03 60
.00 42
.00 33
.00 80
.07 60
927
.16
.19
.00
.28
.35
.98
.96
.00
-1.17
-.09
.04
.00
-.29
.00
.00
.00
.00
.22
.00
.03
5.98
.05
.82
.03
9.41
3.11
83
29
40
90
25
36
20
8
74
66
74
61
68
81
14
16
91
71
25
13
.00 78
.00 44
.00 81
.00 71
NA NA
NA NA
2.22 44
1.89 25
.00 44
.00 95
NA NA
.24 78
.13 81
.15 86
3.92 51
NA NA
NA NA
-.18 12
1. 40 59
.24 28
3.98 43
-3.58 54
-.02 60
.24 78
.00 38
.00 50
-.15 19
.01 79
-.05 50
2.98
.70 78
.68 74
.00 85
.11 62
.00 37
.00 84
.00 90
.24 78
.25
2.11
-1. 78
-3.64
.00
.00
-4.55
-4.55
-8.19
-.03
-8.23
2.61
.56
2.87
2.20
.32
5.01
.66
14.23
.00
.47
.00
.00
.47
NA
NA
1. 41
.17
.00
1. 24
NA
1.00
.42
1.19
4.02
NA
NA
-5.84
4.51
.42
4.93
-4.36
.57
1.00
.00
.00
-.48
.52
-.10
11.71
2.02
1. 34
.39
.43
.06
.05
.08
1.00
1. 49
.00
-1. 67
-.13
.00
.00
-.24
.00
.00
.00
.00
.31
.00
.16
10.92
.13
1. 77
.04
16.52
4.92
34
74
47
21
.24
.00
-1. 98
-1. 74
25 .00
35 .00
10 -2.77
2 -2.77
3 -4.51
25 -.01
3 -4.53
85 5.16
92 2.79
94 4.30
16 2.07
60 .21
80 14.44
84 2.62
39 31. 59
15 . 00
.00 78
.00 42
.00 39
.05 69
.37
.00
.00
.37
NA NA
NA NA
3.52 39
2.72 29
.. 00 47
.00 94
NA NA
.27 87
.13 74
.28 87
4.96 48
NA
NA
1.35
.16
.15
1.04
NA
.53
.03
.33
2.23
NA NA NA
NA NA NA
-.04 17 10.97
2.48 65
.47 47
4.93 50
-4.80 52
.00 69
.27 87
.00 38
.00 52
-.13 19
.06 84
.46 14
2.31 76
.87 75
.46 71
.00 93
.08 85
.00 88
.01 65
.00 69
.27 87
9.65
.16
9.81
-7.80
2.01
.53
.00
.00
-.44
.09
.59
7.81
.63
.34
.00
.53
.00
.00
.00
.53
-.74
1.92
.00
-.75
.23
.00
.00
-.23
.00
.51
.00
.73
.81
.00
.34
10.92
.37
2.72
.18
19.08
3.45
46
32
36
36
5
26
42
15
8
2
19
2
85
95
92
12
39
92
87
71
14
.00 70
.00 42
.00 40
.07 61
NA NA
NA NA
1.85 46
1. 03 38
.00 91
.00 90
NA NA
.12 71
.04 45
.13 67
3.61 45
NA NA
NA NA
4.33 76
3.10 76
.73 32
8.44 54
-4.86 42
.51 73
.12 71
.00 40
.00 49
-.05 21
.05 56
.55 52
8.69
.31
.25
46
66
57
.00 36
.04 85
.00 40
.00 32
.00 33
.12 71
06:01 01/17/2011
QUESTIONS, BUSINESS STRATEGIES, AND NEW DEPOSIT YIELDS FOR UNCONSOLIDATED S&L
United Western Bank
COMPLETE
COMPLETE
PAGE 26
YTD Current Quarter Prior Quarter Prior Year
=---3 _ .... __ .=---; =---
PreviousPriorYr
Months in Pe'riod
YRMO, Period End ..
=
201009 201006 201009
12
200912
12
200612
SUPPLEMENTARY QUARTERLY QUESTIONS:
(O=No, l=Yes in One Qtr. of Period, .2-Yes in Two Qtrs. of Period, Etc.)
Did reporting association ..acquire any through merger?NA
d . it h t liab.includedNAin As a result of a branch or bulk epos puNArc ase, were asse NA s or NA
NA NA
reporting association's balance
sheet for the first time?
NA NA
Has there been a change in control of
NA
NA
NA NA
Has there been a merger accounted for purchase
NA
NA NA
(O=Not restated, Other=Restatement Date Formated MMDDYY)
If reportin'1 association's bal.sheet is restated for the first time using push-down accounting the date of
the reorganuation (MMDDYY). NA NA' NA . , NA NA
Reporting association's fiscal year-end 12
Code representing nature of work to be performed by independent public
for the current fiscal rear ,10 10
Did the reporting assoc ation change its 1ndependent public accountant
quarter? . 0 0
12
accountants
10
during tge
12
10
o
Didthe'reporting association or its consol1
0
'dated subsidiaries
o
have outstandingofutures or options
o positions at quarter-end?
Does the reporting association have a Subchapter S election in effect for Federal income tax purposes
for the current tax yea.r? 0 0 0 0
Aggregate amount ($000)
No.w/Large Borrowings
EXTENSIONS OF S&L.CREDIT TO ITS DIRECTORS, AND RELATED INTERESTS:
o 0 0
o 0 0

928
12
10
1
o
o
5,000
1
3-YEAR UTPRREPORT FOR QUARTER ENDED 201009
06:01 01/17/2011
United Western Bank
Current
Current Quarter Prior Quarter Prior
COMPLETE
COMPLETE
Quarter Prior
Year Year End Total
PAGE 27
Previous Prior
Year End Total
================= ================= ================= ================= =================
201009
1. COMPOSITION OF SECTION CMR ASSETS:
SF 1st Mtges & MES, Fixed Rate:
30YrMtgLns
15YrMtglns
BalloonMtgLns
SF 1st Mtg Lns, All Fix
30YrSecMtgconventional
30YrSecMtgFHA/VA
15YrSecMtg
BalloonSecMtg
SF 1st Mtg Sec, All Fix
SF 1st Fix, All Lns+Sec
30YrMtg:Lns+Sec
15YrMtg:Lns+Sec
BalloonMtg:Lns+sec
SF 1st Mtges & MES, Adj. Rate:
Total NonTeaser ARMs
NonTeaser ARMs,CurrIndx
NonTeaser ARMs,LagIndx
Teaser ARMs
Teaser ARMs,Currlndx
Teaser ARMs,Laglndx
SF ARMS, Teaser+NonTeaser
Securitized ARMS
Non-Securitized ARMS
SF 1st MtgLns+MES: Fix+Adj
ARM Balloons
ARM FullyAmortizing
Fix. Rate Balloons
Fix.Rate FullyAffiortizing
Subtotal
const.&LandLns, Adj.Rate
Const.&LandLns, Fix.Rate
2 ndMtgLns , Adj.Rate
2ndMtgLns, Fix.Rate
Total Mtg Lns, Adj.+Fixed
Total Mtg Lns, Adj.Rate
Total Mtg Lns, Fixed Rate
NonMtg Commerical Lns,Adj.
NonMtg Commercial Lns,Fixed
NonMtg Consumer Lns;Adj.
NonMtg Consumer Lns,Fixed
Total NonMtg Loans
Total Loans
Collaterized Mortgage Obligations:
Floating Rate
Fixed Rate: Total
F/R: Remaining WAL <=5y
F/R: Remaining WAL 5-10y
F/R: Remaining Wal>10y
Superfloaters
InverseFloaters+SuperPOs
Other
Total CMOs
CMO Residuals
Interest-Only MES
Principal-Only Strlpped MES
Total Mtg Der. Sec.

49,901
8,821
2,344
61,066
15,685
13,669
o

29,354
90,420
79,255
8,821
2,344
305,496
252,672
52,824
o
o

305,496
96,376
209,120
395,916
136,237
311,442
49,778
128,124
625,581
151,376
22,,899
18,532
366
1,214,670
923,083
291,587
139,184
14,910
5,289
3,126
162,509
1,377,179
183,767
154,226
119,783
34,443

o
o
337,993
o
o
o
337,993
215,354
122,639
201006
54,866
10,620
1,232
66,718
16,620
10,778
o
27,396
94,114
82,262
10,620
1,232
328,000
271,681
56,319
o

o
328,000
101,257
226,743
422,114
149,240
310,461
23,588
133,964
617,253
182,755
31,873
18,693
. 371
1,273,059
989,149
283,910
130,093
21,100
6,070
3,350
160,613
1,433,672
195,192
136,699
112,333
1,040
23,326
o
331,891
o
o
o
331,891
166,857
165,034
929
200909
54,374
13,986
1,156
69,516
20,169
o
o
o
20,169
89,685
74,543
13,986
1,156
368,42i
310,994
57,427
o
o
o
368,421
116,533
251,888
458,106
116,277
323,361
9,147
141,283
590,068
317,334
42,097
19,553
408
1,427,566
1,144,946
282,620
137,815
20,541
6,035
1,327
165,718
1,593,284
168,160
61,955
54,251
7,704
o
o
o

230,115
o
o
o
230,115
60,481
169,634
200912
53,280
12,335
1,151
66,766
18,720
5,07
o
o
24,157
90,923
77,437
12,335
1,151
355,201
298,941
56,260
o
o
o
355,201
111,961
243,240
446,124
132,333
285,100
10,999
138,347
566,779
266,856
54,177
19,501
408
1,353,845
1,058,991
294,854
130,116
20,795
6,438
3,562
160,911
1,514,756
160,168
55,606
31,255
24,351
o
o

o
215,774

o
215,774
49,919
165,855
200812
61,671
18,365
o
80,036
23,020
o
o
o
23,020
103,056
84,691
18,365
o
479,127
415,794
63,333
o
o

479,127
211,240
267,887
582,183
100,836
336,328
4,997
154,400
596,561
357,438
40,671
21,450
326
1,598,629
1,295,179
303,450
122,711
23,247
1,286
502
147,746
1,746,375
219,886
90,969
90,969
o
o
o
o
o
310,855
o
o
o
310,855
240,158
70,697
06:01 01/17/2011
United Western Bank
Current Quarter
Current Quarter Prior Quarter Prior Year
===========;01009 ===========;01006 ===========;00909
1. COMPOSITION OF SECTION CMR ASSETS-continued: ($000 at End of Period)
Cash, Deposits. & Securities:
Csh,NnInDp,OvNightFF&Repo
Equity Securities.

TermFF&Repo+IE
Structured
Other Securities
Total Cash, Dep.& Sec.
Nonperforming Mtgs ,
Accrued Mtg Int.Rece1v.
Advs. for Taxes and Insur
Unamortized Yld Adj
Total Allowance
Total Other Mtg Assets

Unamortized Yld Adj
Total Allowance
Total Other NonMtgLn Assets
14,93
5

115
156,246

209,458
74,412
5,622
627
55,689
41,166
-959
-17,153
4'm
735
6,09g
-1,586
ITEMS RELATED TO INVESTMENT
Unamortized Yld Adj
Total Allowance
SECURITIES
-3,397
Total Other Inv.Sec.Assets
Real Estate Investments
Repossessed Assets
Unconsol.Subs.Inv.
Office Premises and Equip.
Other Assets (b)
Total Consolidated Assets
la)
Ib)
Mtge MutualFunds MktVal
Other Equity Sec.MktVal
Equities: MrkVal-Book
Purch+Excess SrvngRghts
Total Bal of Mtgs Srvcd
ARMs, Curr.Mrkt IndX
ARMs, Lagg.Mrkt Indx
F/R, Coup <8%
F/R, 8<=Coup<=8.99
F/R, 9<=Coup<=9.99
F/R,10<=Coup<=10.99
F/R,ll<=Coup

3,39
6
27,025

22,053
92,284
2,050,650
o
o

52,873
11,847
8,986
49,651
164,102
131,685
120,657
Orig.Maturity<=12Mos
13<=Orig.Maturity<=36Mos
37<=Orig.Maturity
subtotal, F/R F/M Dep.
Bal.Matur.in <= 3 Mos
Bal.Matur.in 4-12 Mos
Bal.Matur.in 13-36Mos
Bal.Matur.in 37+ Mos.
Other Deposits:
Transaction Accounts
MMDAs
Passbook Accts
Non-Int Bearing DemandDep
Total Deposits
F/M FIR Brwgs: Total
PM FR Brw Matur.4-36 Mas
PM FR Brw Matur.36+ Mos
F/M V/R Brwgs: Total
PM VR Brw position 1
PM VR FHLB Advances
Other PM VR Borrowings
Total Borrowings
Escrows for Assets Held
Escrows for Mtgs Serviced
Other Escrows
Unamrtzd Yld Adj On Dep.
Unamrtzd Yld Ad] On BrW.
Other Liabilities
Total Liabilities
Minority rnt.Consol.Subs

220,635
98,336
8,942
327,913
60,841
185,438
73,384
8,250
486,109
673,108
205
41,744

8,404

516
255,01
6

255,019

263,939
1,192
5,994
115,064
-13

14,436

120,955
2,050,651
14,263

117
248,177
39,260

301,817
74,520
6,218
128
33,498
39,966
-2,528
4,874
4,111
569
42
5,114
o
-476
-3,493
o
-1
3,492
o
16,635
o
22,285
91,158
2,205,348
o
o
o
6,289
562,848
55,435
12,328
7,513
50,607
172,625
137,338
127,002
279,381
120,044
32,585
432,010
170,693
133,191
116,273
11,853
518,318
642,123
245
49,611
1,642,307
12,830
12,283

547
248,202

248,202
o
261,032
957
7,797
117,714
-37

15,797
2,045,567
5
159,776
2,205,348
930
568,808

o
124
15
43,373

612,321
45,976
6,507
732
1,299
26,179
-2,962
22,775
883
565
8
2,816

-1,376
-3,846

-1
3,845

15,561

22,992
99,735
2,599,251
o

o
7,791
641,018
62,897
14,392
4,615
56,760
199,278
157,824
145,252
351,211
17,009
12,094
380,314
104,008
249,009
16,541
10,756
366,551
1,085,812
403
120,078
1,953,158
11,563
10,927

636
284,513
o

284,513

296,076
1,2.46
15,980
89,151
-276
o
17,235
2,372,570
5
226,677
2,599,253
Prior
Year End Total
=================
200912
586,324

121
52
41,519

628,016
60,825
6,335
792
27,400
32,230
-1,826
6,496
3,332
537
83
4,027
o
-241
-3,687
o
-1
68g
18,709

22,774
92,757
2,502,727
o
o

7,344
611,928
60,307
13,896
5,378
54,056
189,506
150,125
138,660
441,650
18,874
11,572
472,096
108,973
334,282
17,618
11,223
425,659
939,056
360
55,657
1,892,828
1,827
1,220

607
258,635

258,635
o
260,462
960
10,795
132,714
-266

16,874
2,314,367
5
188,351
2,502,723
PAGE 28
Previous Prior
Year End Total
=================
200812
22,743

o
182
213
48,926

72,064
27,224
8,030
673
1,547
16,707
-35,854
-18,181
1,154
562
-457
2,004

169
-4,215

-3
4,212

7,025
o
22,000
95,854
2,240,373
o
o
a
9,496
739,347
71,436
15,929
4,798
63,473
233,747'
181,712
168,252
129,482
3,958
8,033
141,473
28,439
104,034
3,213
5,787
463,296
965,347
299
51,336
1,621,751
21,460
10,739
10,000
721
287,265

287,265
o
308,725
720
15,363
128,619
-66

13,485
2,088,597
3
151,777
2,240,377
06:01 61/17/2011
COMPOSITION AND OFF-SAL. SHEET POSITIONS OF SECTION CMR PORTFOLIO / Part
3 of 3 ($000)
United Western Bank
PAGE 29
Prior Quarter
Current Quarter
Current Quarter Prior Year
Year End Total
Year End Total
Period End . 201009 ==-- - 200909 ----200BU
3. Off-Balance Sheet Positions (Contract Code)
Off-Bal.Sheet position 1 2216 2216
2216 2216
2216
Off-Bal.Sheet Position 2 4002 4002 4002 .
4002
4002
Off-Bal.Sheet Position 3 9512 9512
9512 9512
9512
0 0 0,
0
0
0
0 0
0
0
0
0
0
0 0
0 0
0
Off-Bal. Sheet Position 10 0 0
0
0
0
Off-Bal. Sheet position 11 0 0
0 0
0
0
0
0
Off-Bal.Sheet Position 13 0 0 0
0
0
Off-Bal.Sheet position 14 0 0
0 0
0
0 0
0
0 0
0
No.Positions Listed Above 3 3
3 3
3
No.Positions on 0 0
0
0
0
SelfValued Pos:CMR 1-9 9 0 0
0
0
0
4. SF 1st ARM Bal.w/Lifetime Caps and Floors
LifeCap-Coupon <=200bg 0 0
0 0
0
201bp<= LfCp-Cpn <=40 bp 0 0
0 0
0
400bf< Lifecap-cougon 27.4,947 295,200 331,578
319,681 431,214
Subto aI, w/Lifetime aps 274,947 295,200
331,578
319,681 431,214
Subtotal, w/LifetimeFloor NA NA
NA NA
NA
Subtotal, w/o LftmCaps 30,549 32,800
36,842 35,520
47,912
Subtotal, wlo LftmFloors NA NA
NA
NA
NA
Subtotal, w/Periodic Caps 274,947 295,200
331,578
319,681 431,213
Subtotal, w/PeriodFloors 274,947 295,200
331,578
319,681 431,213
Subtotal,w/o PeriodicCaps 30,549 32,800
36,843
35,520 47,914
. Subtotal,w/o PeriodFloors 30,549 32,800 36,843
35,520 47,914
6. MF+NR ARMs w/LCap-Yd<300BP 0 0
0
0 0
931
3'-YEAR UTPR REPORT FOR QUARTER ENDED 201009
COMPOSITION AND CONTRACT YIELDS OF SECTION CMR PORTFOLIO /
Part 1 of 3 (%)
06:01 01/17/2011
United Western Bank
PAGE 30
Prior Quarter
Current Quarter
Current Quarter Prior Year
Year End Total Year End Total
=============--=== ================= ================= ======--=--========
Groul? 5 Groul? 5 Groul? 5
Groul? 5 Graul? 5
S&L Med1an Pct S&L Med1an Pct S&L Med1an Pct S&L Med1an Pct S&L Med1an Pct
====== ===--== === ====== ====== === ====== ====== === ======
====== :=== ==== =======
YRMO, Period End ... 201009 201006 200909
200912 200812
1. COMPOSITION OF SECTION CMR ASSETS: (% Total Assets at End of Period)
SF 1st Mtges & MBS, Fixed Rate:
2.49 5.21 32 2.09 30YrMtgLns 2.43 5.39 31 4.83 28 2.13 4.87 29 2.75 3.76 39
15YrMtgLns .43 3.28 15 .48 2.49 17 .54 2.74 23 .49 2.59 19 .82 2.20 32
BalloonMtgLns .11 .29 34 .06 .27 35 .04 .24 30 .05 .28 29 .00 .30 12
SF 1st Mtg Lns, All Fix 2.98 11.23 20 3.03 11.56 18 2.67 9.55 15 2.67 9.78 15 3.57 9.66 20
30YrSecMtgConventionai .76 .13 68 .75 .15 65 .78 .14 67 .75 .13 66 1.03 .04 75
30YrSecMtgFHA/VA .67 .00 85 .49 .00 81 .00 .00 33 .22 .00 79 .00 .00 35
15YrSecMtg .00 1.30 12 .00 1.38 13 .00 1.34 13 .00 1.51 12 .00 .64 15
BalloonSecMtg .00 .00 36 .00 .00 35 .00 .00 32 .00 .00 33 .00 .00 33
SF 1st Mtg Sec, All Fix 1.43 2.94 39 1. 24 2.78 33 .78 2.67 33 .97 2.60 34 1. 03 2.45 42
SF 1st Fix, All Lns+Sec 4.41 15.14 12 4.27 14 .27 12 3.45 13.39 11 3.63 12.96 10 4.60 14.00 16
30YrMtg:Lns+Sec 3.86 6.18 33 3.73 6.65 31 2.87 6.41 29 3.09 6.18 30 3.78 5.11 42
15YrMtg:lns+sec .43 6.71 8 .48 5.72 11 .54 6.15 17 .49 5.97 14 .82 5.62 20
BalloonMtg:Lns+Sec .11 .62 30 .06 .67 25 .04 .72 21 .05 .69 20 .00 .94 9
SF Rate:
14.90 9.13 71 14.87 9.40 71 14.17 10.74 65 14.19 10.49 67 21.39 9.75 80
NonTeaser ARMs,Currlndx 12.32 8.09 68 12.32 8.40 67 11. 96 10.59 60 11. 94 10.18 61 18.56 8.88 72
NonTeaser ARMs,Laglndx 2.58 .00 95 2.55 .00 95 2.21 .01 96 2.25 .01 94 2.83 .01 95
Teas.ARM Subj2Intro.Rates .00 .00 43 .00 .00 44 .00 .00 43 .00 .00 44 .00 .00 43
Teaser ARMs,CurrIndx .00 .00 43 .00 .00 44 .00 .00 43 .00 .00 44 .00 .00 43
Teaser ARMs,Laglndx .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50
SF ARMS, 'Teaser+NonTeaser 14.90 9.24 71 14.87 9.40 71 14.17 10.87 65 14.19 10.49 ' 67 21.39 9.75 79
Securitized ARMS 4.70 .47 85 4.59 .43 83 4.48 .27 78 4.47 .25 79 9.43 .16 87
Non-Securitized ARMS 10.20 5.78 65 10.28 6.11 66 9.69 6.25 61 9.72 6.38 64 11. 96 5.76 65
SF 1st MtgLns+M8S: Fix+Adj 19.31 28.84 25 19.14 29.71 28 17.62 31.75 19 17.83 28.43 20 25.99 34.53 34
6.64 .74 78 6.77 .61 78 4.47 .64 71 ARM Balloons 5.29 .76 75 4.50 .31 72
ARM FullyAmortizing 15.19 2.13 91 14 .08 2.37 90 12.44 3.53 85 11.39 3.40 79 15.01 2.71 91
Fix.Rate Balloons 2.43 2.21 53 1.07 1.82 45 .35 1.89 39 .44 2.32 38 .22 1.42 36
Fix.Rate FullyAmortizing 6.25 1. 66 84 6.07 1. 79 86 5.44 1.73 83 5.53 1. 74 84 6.89 1.71 89
Subtotal 30.51 15.58 83 27.99 16.15 78 22.70 16.31 71 22.65 16.63 70 26.63 14.63 78
Const.&LandLns, Adj.Rate 7.38 1. 06 93 8.29 1.11 93 12.21 1.52 94 10.66 1.33 94 15.95 1.57 95
Const.&LandLns, Fix.Rate 1.12 .46 74 1.45 .44 78 1.62 .40 80 2.16 .54 84 1. 82 .39 73
2ndMtgLns, Adj.Rate .90 2.59 31 .85 2.52 30 .75 2.73 29 .78 2.78 29 .96 2.56 32
2ndMtgLns, Fix.Rate .02 1.14 14 .02 1.06 15 .02 1.47 14 .02 1.31 14 .01 1.63 12
Total MtgLns, Adj. +Fixed 59.23 62.17 42 57.73 62.61 37 54.92 64.86 23 54.09 62.70 23 71.36 67.25 61
Total Mtg Lns, Adj. Rate 45.01 27.81 84 44.85 28.61 83 44.05 30.48 80 42.31 28.83 79 57.81 31.43 89
Total Mtg Lns, Fixed Rate 14.22 30.05 14 12.87 30.20 15 10.87 29.81 11 11. 78 30.32 15 13.54 29.12 16
NonMtg Commerical Lns, Adj. 6.79 1. 90 84 5.90 1. 79 82 5.30 1.56 83 5.20 1. 64 82 5.48 1. 69 78
NonMtg Commercial Lns,Fixed .73 ,1.23 39 .96 1.15 45 .79 .99 44 .83 1.10 42 1.04 .92 53
NonMtg Consumer Lns,Adj. .26 .03 79 .28 .03 78 .23 .05 73 .26 .05 75 .06 .04 56
NonMtg Consumer Lns,Fixed .15 .37 34 .15 .38 37 .05 .44 20 .14 .50 35 .02 .58 20
Total NonMtg Loans 7.92 6.87 54 7.28 6.88 53 6.38 7.8.9 47 6.43 7.24 44 6.59 8.46 45
Total Loans 67.16 75.15 30 65.01 74.80 25 61. 30 79.20 15 60.52 78.35 16 77.95 82.80 38
Collaterized Mortgage Obligations:
.00 91 8.85 .00 91 6.47 .00 Floating Rate 8.96 88 6.40 .00 88 9.81 .00 93
Fixed Rate: Total 7.52 1.13 77 6.20 1.19 75 2.38 .99 64 2.22 .91 .66 4.06 .76 76
FIR: Remaining WAL <=5
D
5.84 .95 78 5.09 .75 75 2.09 .69 62 1.25 .60 57 4.06 .35 76
FIR: Remaining WAL 5-1 Y 1.68 .00 91 .05 .00 77 .30 .00 83 .97 .00 91 .00 .00 36
FIR: Remaining WAL >10y .00 .00 46 1.06 .00 97 .00 .00 46 .00 .00 46 .00 .00 48
Superfloaters .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 49
InverseFloaters+SuperPOs .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50
other .00 .00 49 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 49
Total CMOs 16.48 1. 53 87 15.05 1.47 82 8.85 1.29 73 8.62 1.16 71 13.88 1.27 84
CMO Residuals . .00 .00 48 .00 .00 49 .00 .00 50 .00 .00 50 .00 .00 50
Interest-On1i Strll?ped MBS
.00 .00 48 .00 .00 48 .00 .00 48 .00 .00 48 .00 .00 48
y Strlpped MBS .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50
Tota Mtg Der. Sec. 16.48 1.53 87 15.05 1.47 82 8.85 1.29 73 8.62 1.16 71 13.88 1.27 84
Low-Risk MtgDerSec. 10.50 1. 09 78 7.57 1.22 72 2.33 1.10 61 1. 99 1.10 61 10.72 1.14 84
High-Risk MtgDerSec. 5.98 .00 96 7.48 .00 96 6.53 .00 96 6.63 .00 97 3.16 .00 91
932
06:01 01/17/2011
COMPOSITION AND CONTRACT YIELDS OF SECTION CMR PORTFOLIO I Part 2 of 3 (%)
United Western Bank
DOCKET: 06679. TFR STATUS:
PAGE 31
Current Quarter
=================
Prior Quarter
Current
Prior
COMPLETE
COMPLETE
Quarter
Year
================= =================
Prior
Year End Total
Previous Prior
Year End Total
=================
S&L Pet S&L Pet S&L Pet
====== ====== === ====== ====== === ====== ====== ===
YRMO, Period End.... 201009 201006 200909
Groul;> 5
S&L Medlan Pct
200912
S&L Pct
200812
(% Total Assets at End of Period) 1. COMPOSITION OF SECTION CMR ASSETS-continued:
Cash, Deposits & Securities: .
Csh,NnInDp,OyNightFF&RepO .73 1.23 27
Equity Securlties .00 .00 29
.65
.00
.00
.01
Zero-Coupon Securities .00 .00 42
Gov't + Agency Securities .01 .08 42
TermF&Repo, Int.earn.dep. 7.62 1.50 79
Structured Securities 1.86 .62 65
11.25
1. 78
.00
13.69
Other securities .00 .29 12
Total Cash, Dep.& Sec. 10.21 10.14 51
Nonperforming Mtgs. 3.63

Unamortized Yld Adj 2.72
Total Allowance 2.01
Unreal.Gains (Losses) -.05
Total Other Mtg Assets -.84
1.42
.26
.00
-.01
.62
.15
1.42
Nonperforming NonMtg Lns .23 .06
Accrued NonMtgLn Int.Recei. .03 .04
Unamortized Yld Adj .04 .00
Total Allowance .30 .15
Unreal.Gains (Losses) .00 .00
Total OthrNonMtgLnAsts .-.08 .00
ITEMS RELATED TO INVESTMENT SECURITIES
Unrealized Gains (Losses) .00 .00
Unamortized Yield Adj -.17 .00
Total Allowance .00 .00
TotalOthrInvSecAssets .17 .00
Real Estate Investments .00 .00
:56
Office Premises and Equip. 1.08 .99
Other Assets (b) 4.50 4.34
Total Consolidated Assets 100.00 100.00
77
57
81
98
86
3
4
78
42
87
69
49
33
3.38
.28
.01
1.52
1.81
-.11
.22
.19
.03
.00
.23
.00
-.02
33 .00
2 -.16
50 .00
85 .16
42 .00
87 .75
31 .00
51 1. 01
53 4.13
50 100.00
1.09
.00
.00
.09
2.85
.35
.14
9.68
1.38
.27
.00
.00
.62
.13
1.19
.07
.04
.00
.14
.00
.00
.00
.00
.00
.00
.00
.21
.00
.98
4.09
100.00
23 21. 88
27 .00
42 .00
40 .00
87 .00
62 1. 67
15 .00
63 23.56
76
57
65
98
83
3
13
75
40
75
60
49
41
1.77
.25
.03
.05
1.01
-.11
.88
.03
.02
.00
.11
.00
-.05
18 .00
1 -.15
50 .00
88 .15
44 .00
75 .60
32 .00
51 .88
51 3.84
50 100.00
1.15
.00
.00
.04
1.25
.26
.11
7.64
1.35
.29
.00
.00
.56
.04
1.20
.04
.05
.00
.12
.00
.00
.00
.00
.00
.00
.00
.18
.00
1.02
3.76
100.00
(a) Mtge MutualFunds MktVal .00 .00 43
31
49
83
94
.00 .00 42 .00 .00
Other Equity Sec.MktVal .00 .00
Equities: MrkVal-Book .00 .00
(b) Purch+Excess SrvngRghts .29 .01
Wtg.Avg.Srvng Fee (BP) 51.83 25.97
. 00 .00 30 .00 .00
.00 .00 50 .00 .00
.29 .01 82 .30 .01
50.45 26.02 96 50.91 25.53
(% Total Balance Serviced at
94
27
44
42
16
67
16
85
60
38
82
70
76
5
35
46
38
79
44
48
28
23.43
.00
.00
.00
.00
1. 66
.00
25.09
2.43
.25
.03
1.09
1.29
-.07
.26
.13
.02
.00
.16
.00
-.01
20 .00
2 -.15
50 .00
87 .15
42 .00
70 .75
32 .00
39 .91
51 3.71
50 100.00
1.30
.00
.00
.05
1.14
.27
.12
7.92
1. 36
.28
.00
.00
.58
.05
1.24
.04
.05
.00
.13
.00
.00
97
27
43
42
16
65
13
85
69
43
84
98
79
5
17
70
38
78
53
48
37
.00.. 24
.00 1
.00 50
.00 91
.00 42
.18 75
.00 33
1. 03 41
4.06 46
100.00 50
.00 .00 42
30
50
80
96
.00 .00
.00 .00
.29 .01
50.78 25.79
of Period)
1.02
.00
.00
.01
.01
2.18
.00
3.22
1.22
.36
.03
.07
.75
-1.60
-.81
.05
.03
-.02
.09
.00
.01
.00
-.19
.00
.19
.00
.31
.00
.98
4.28
100.00
.00
.00
.00
.42
51.01
(b) Purch+Excess SrvngRghts .29 .01 83
ARMs, Curr.Mrkt Inox 9.79 .22 81
ARMs, Lagg.Mrkt Indx 2.19 .00 96
FIR, Coup <8% 1. 66 26.89 12
FIR, 8<=Coup<=8.99 9.20 39.74 13
FIR, 9<=Coup<=9.99 30.40 16.83 87
F/R,10<=Coup<=10.99 24.40 2.68 84
F/R,11<=Coup 22.35 .64 91
.29 .01 82 .30 .01
9.85 .32 82 9.81 .33
2.19 .00 98 2.25 .00
1.33 15.60 12 .72 13.23
8.99 46.22 12 8.85 42.67
30.67 18.36 87 31.09 21.56
24.40 2.73 82 24.62 3.25
22.56 .69 92 22.66 .69
42
30
50
80
96
End
80
80
98
16
14
80
83
94
.29 .01
9.86 .34
2.27 .00
.88 13.43
8.83 45.09
30.97 20.18
24.53 2.99
22.66 .69
80 .42
80 9.66
98 2.15
16 .65
14 8.59
83 31.62
83 24.58
94 22.76
Orig.Maturity<=12Mos 10.76
13<=orig.Maturity<=36MOS 4.80
37<=Orig.Maturity .44
Subtotal, FIR F/M Dep. 15.99
Bal.Matur.in <=3Mos 2.97
Bal.Matur.in 4-12 Mos 9.04
Bal.Matur.in 13-36Mos 3.58
Bal.Matur.in 37+ Mos. .40
Transaction Accounts 23.71
MMDAs 32.82
Passbook Accts .01
Non-Int Bearing DemandDep 2.04
Total Deposits 74.57
Mos :li
FM FR Brw Matur.4-36 Mos .00
FM FR Brw Matur.36+ Mos .03
1 12:66
FM VR Brw Position 2 .00
FM VR FHLB Advances 12.44
Other FM VR Borrowings .00
Total Borrowings 12.87
Escrows for Assets Held .06
Escrows for Mtgs Serviced .29
Other Escrows 5.61
Unamrtzed Yld Adj On Dep. .00
Unamrtzed Yld Ad] on Brw. .00
Other Liabilities .70
Total Liabilities 94.10
Minority Int.Consol.Subs .00
Equi ty Capital 5. 90
Total Consol Liab.+Cap. 100.00
10.68
12.66
4.02
31. 89
7.10
12.41
6.86
1. 97
5.80
13.11
7.09
3.39
75.89
4.57
.74
1.29
.50
2.02
.00
.00
1. 65
.00
10.56
.13
.00
.00
.00
.00
.92
89.42
.00
10.58
100.00
50 12.67
18 5.44
9 1. 48
21 19.59
15 7.74
28 6.04
22 5.27
14 .54
93 23.50
89 29.12
10 .01
31 2.25
45 74.47
20 .58
43 .56
15 .00
36 .02
85 11.25
36 .00
45 .00
89 11.25
41 .00
60 11.84
38 .04
83 .35
97 5.34
16 .00
47 .00
32 .72
96 92.75
86 .00
6 7.24
50 100.00
11. 65
11. 65
3.80
31.50
7.62
13.18
6.29
1. 78
6.50
13.32
6.95
3.86
75.31
4.23
.69
1.04
.54
2.60
.00
.00
2.05
.00
10.38
.09
.00
.00
.00
.00
.80
89.59
.00
10.41
100.00
57 13.51
23 .65
26 .47
21 14.63
51 4.00
20 9.58
38 .64
21 .41
93 14 .10
86 41. 77
10 .02
33 4.62
46 75.14
20 .44
45 .42
16 .00
37 .02
82 10.95
35 .00
47 .00
86 10.95
42 .00
57 11.39
36 .05
88 .61
97 3.43
16 -.01
47 .00
38 .66
88 91.28
86 .00
11 8.72
50 100.00
933
14.87 41
10.25 6
3.31 8
33.82 8
8.58 15
15.46 24
5.12 7
1. 09 20
5.04 89
11.04 92
6.78 8
3.28 57
73.54 60
6.26 14
.80 42
3.30 12
.47 37
2.94 79
.00 35
.00 44
2.10 82
.00 41
13.86 44
.13 38
.00 89
.00 96
.00 12
.00 48
.90 32
90.24 71
.00 85
9.69 28
100.00 50
17 .65
.75
.46
18.86
4.35
13.36
.70
.45
17 .01
37.52
.01
2.22
75.63
.07
.05
.00
.02
10.33
.00
.00
10.33
.00
10.41
.04
.43
5.30
-.01
.00
.67
92.47
.00
7.53
100.00
13.89 67
10.52 6
3.27 10
32.36 20
8.04 20
14.87 42
6.08 7
1. 32 23
5.36 89
12.08 92
7.68 8
3.39 29
75.04 53
5.52 14
.77 38
1. 92 13
.58 37
3.29 78
.00 35
.00 44
2.06 80
.00 41
11.29 43
.06 39
.00 89
.00 96
.00 12
.00 46
.84 38
90.03 87
.00 85
9.97 12
100.00 50
5.78
.18
.36
6.31
1.27
4.64
.14
.26
20.68
43.09
.01
2.29
72 .39
.96
.48
.45
.03
12.82
.00
.00
12.82
.00
13.78
.03
.69
5.74
.00
.00
.60
93.23
.00
6.77
100.00
1.17
.00
.00
.01
.27
.17
.16
5.16
.73
.31
.00
.00
.48
.00
.58
.03
.06
.00
.11
.00
.00
.00
.00
.00
.00
.00
.09
.00
.98
3.63
100.00
.00
.00
.00
.01
25.48
.01
.57
.00
3.53
39.33
33.07
4.95
.64
18.34
9.34
2.51
36.01
9.35
15.65
4.76
1.09
5.24
9.90
6.73
2.89
71.40
7.52
1.17
3.14
.33
2.86
.00
.00
2.35
.00
15.21
.07
.00
.00
.00
.00
.82
90.65
.00
9.28
100.00
39
29
43
47
26
75
15
24
69
68
87
72
76
4
5
63
39
21
45
51
58
34
2
49
93
41
68
35
49
61
50
43
32
49
89
98
89
76
98
36
17
48
84
92
13
8
12
10
8
13
9
17
95
90
9
39
53
16
42
31
39
80
35
45
83
41
47
34
91
95
19
47
26
87
84
13
50
COMPOSITION AND CONTRACT YIELDS OF SECTION CMR PORTFOLIO / Part
3 of 3 (%)
06:01 01/17/2011
Dnited Western Bank
PAGE 32
================= ================= =================
================= =================
Groul? 5
Pct
Groul? 5 GroUI? 5 Groul? 5 Groul? 5
S&L MedHn S&L Medlan Pct S&L Medlan Pet S&L MedJ.an Pet S&L Medlan Pct
====== ====== === ====== ====== === ====== === ====== ====== === ====== ====== ===
201009 201006 200909 200912 200812
3. AVERAGE CONTRACT YIELDS: JAverage Contract Yield - or Index

at End of Period)
SF F/R 1st Mtgs, 3D-Year 6.48 5.72 88 .49 5.78 89 6.46 5.91 82 86 6.39 6.14 76
SF F/R 1st Mtgs, 15-Year 5.75 5.32 73 5.83 5.53 68 5.81 5.59 66 5.75 5.56 62 5.81 5.81 50
SF F/R 1st Mtgs, Balloons 6.70 5.95 89 6.54 6.00 81 6.46 6.19 68 6.46 6.02 73 NA 6.30 NA
SF F/R Convention'l 30Y MBS 5.45 5.23 63 5.47 5.31 59 5.48 5.50 46 5.45 5.46 49 5.50 5.57 45
SF NonTeas.ARMs:CurIndx 4.09 4.58 25 4.20 4.64 27 4.74 5.02 33 4.54 4.83 33 4.89 5.41 8
SF NonTeas.ARMs:LagIndx 3.47 4.80 10 3.89 4.89 19 4.39 5.46 21 4.04 5.29 17 4.96 5.87 20
Mu1tiFam&NonRes BalloonARMs 83001.6100 83001.6000 83001.7200 83001.7100 83001.9900
MultiFam&NonRes FulAmtzARMs 83001.2700 83001.1400 83001.2000 83001.1300 83001. 0300
MultiFam&NonReS F/R Balloon 5.90 6.15 35 6.42 6.19. 68 6.81 6.29 83 6.72 6.23 80 7.36 6.34 91
MultiFam&NonRes F/R FulAmtz 6.26 6.30 44 6.34 6.39 42 6.40 6.40 48 6.40 6.38 54 6.36 6.51 36
Const.&LandLns, Fix.Rate 5.82 6.02 37 5.11 6.01 16 5.46 6.09 18 4.85 6.00 9 5.84 6.50 20
Const.&LandLns, Adj.Rate 83000.9600 83001. 0100 83000.9200 83000.9400 83000.6700
2ndMtgLns, Fix.Rate 6.78 6.80 47 6.78 6.82 46 7.23 6.88 65 7.21 6.92 63 7.63 7.02 77
2ndMtgLns, Adj.Rate
83000.3000 83000.1600 83000.1100 83000.1400 83000.0400
Lns, Fix.R 6.39 6.21 58 6.30 6.32 49 6.38 6.29 53 6.20 6.36 44 6.83 6.71 60
NonMtgCommercial Lns, Adj.R
83000.5900 83000.6200 83000.5100 83000.5600 83000.5700
Consumer Lns, Fixed Rate 4.59 6.85 15 4.70 6.99 15 6.42 7.31 32 4.81 7.22 13 7.03 7.46 37
Consumer Lns, Adj.Rate
83000.1500 83000.1700 83000.1700 83000.1500 83000.4300
Zero-coupon Securities .00 .00 42 .00 .00 42 .00 .00 44 .00 .00 43 .00 .00 43
USGov't+Agency securittes .79 .94 46 .79 .99 45 .79 1. 41 46 .79 .95 46 2.11 2.08 50
TermFF+Repos + IEdeposlts .25 .23 65 .25 .23 68 .01 .20 18 .01 .16 19 .47 .30 56
Other IE securities .00 3.13 13 .00 2.99 15 .00 3.35 16 .00 3.19 14 .00 3.63 15
DP:F/M F/R Sal.Matur. 0-3mo 1. 67 1.54 60 1.83 1.71 58 1.46 2.52 10 1.31 2.04 16 2.45 3.30 10
DP:F/M F/R Bal.Matur.4-12mo 1.39 1.67 27 1. 74 1.81 44 1. 74 2.26 19 1. 62 2.08 15 3.78 3.44 84
DP:F/M F/R Bal.Matr.13-36mo 1. 94 2.50 12 1.70 2.65 1 3.00 3.10 39 2.80 2.92 44 3.59 3.84 15
DP:F/M F/R Bal.Matur.37+ mo 3.24 3.03 70 3.82 3.19 85 2.77 3.67 5 3.87 3.43 79 4.03 4.32 22
DP:Transaction Accounts .13 .38 19 .14 .42 17 .15 .48 17 .14 .40 19 .25 .62 26
DP:MMDAs
.15 .69 4 .47 .84 20 .63 1. 02 19 .39 .98 9 .79 1. 58 15
DP:Passbook Accounts .25 .36 28 .25 .50 23 .25 .65 17 .25 .55 18 .25 .94 9
BW:F/M F/R Brwg Mat.0-3 Mos 4.64 1.80 88 4.31 2.18 81 3.94 2.50 75 .01 2.44 2 2.52 1.36 67
BW:F/M F/R Brwg Mat.4-36 Mo NA 3.38 NA NA 3.53 NA NA 3.63 NA NA 3.64 NA 4.30 4.03 65
BW:F/M F/R Brwg Mat.36+ Mos 5.84 3.62 82 5.08 3.66 76 5.84 3.98 84 5.84 3.79 83 5.84 4.46 82
BW:F/M VIR Borrowings,Pos 1 NA NA
NA NA NA
BW:F/M VIR Borrowings,Other NA NA
NA NA NA
4. SF 1st ARM Bal.w/Lifetime

and Floors
LifeCap-Coupon
.00 29 .00 .00 29 .00 .00 26 .00 .00 26 .00 .00 28
LfCp-Cpn bp .00 .01 19 .00 .03 16 .00 .05 12 .00 .03 14 .00 .13 8
400bp< LifeCap-Coupon 13.41 7.34 69 13.39 7.61 68 12.76 8.76 64 12.77 8.50 66 19.25 7.16 76
subtotal, w/LifetimeCaps 13.41 7.64 69 13.39 7.93 68 12.76 9.89 64 12.77 9.15 66 19.25 8.52 76
Subtota1,w/LifetimeFloor NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Lag.I.ARMs,% w/LifeCaps 90.00 100.00 25 90.00 100.00 23 90.00 100.00 23 90.00 100.00 24 90.00 99.93
Curr.I.ARMs,% w/LifeCaps 90.00 99.15 20 90.00 99.22 23 90.00 98.99 22 90.00 99.25 21 90.00 99.63 22
Subtotal,w/ PeriodicCap
7.88 74 13.39 7.76 72 12.76 9.62 65 12.77 9.14 67 19.25 8.41 78
Subtotal,w/ Period Firs 13.41 5.86 74 13.39 6.13 72 12.76 7.11 66 12.77 6.85 69 19.25 7.37 78
Lag.I.ARMs,% w/PeriodCap 90.00 93.66 41 90.00 95.08 41 90.00 98.23 36 90.00 96.75 40 90.00 98.72 33
Cur.I.ARMs,% w/PeriodCap 90.00 96.32 28 90.00 96.01 28 90.00 96.93 33 90.00 96.77 30 90.00 97.17 32
Av.PeriodicCap(BP),LagI 105.34 183.50 12 105.34 181. 50 10 125.81 184.00 26 105.55 183.50 8 125.83 197.46 18
Av.PeriodicCap(BP) ,Curl 237.48 200.00 81 232.21 200.00 80 176.37 200.00 18 225.31 200.00 77 176.67 200.00 14
6. MF+NR ARMw/LCap-Yd<300BP .00 .00 27 .00 .00 26 .00 .00 26 .00 .00 26 .00 .00 26
7 WtAv Months to Next Reset for Selected Adj.Rate Items
31 SF NonTeas.ARMs:CurIndx 12.20 17.85 33 12.65 17.99 13.90 19.71 27 13.27 19.15 25 15.87 20.93 31
SF NonTeas.ARMs:LagIndx 11.98 7.00 87 11.98 7.00 86 11.98 7.00 76 11. 98 7.00 82 11.99 8.00 74
SF Teaser ARMs: LagIndx .NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
MF+NR BalloonARMs 37.00 1.00 84 37.00 1.00 81 37:00 1.00 82 37.00 1. 00 79 37.00 1.00 80
MF+NR FulAmtzARMs 7.00 12.00 42 6.00 12.00 39 7.00 12.00 42 7.00 12.00 41 6.00 12.00 42
8. WARM (months) for selected Fixed-Rate Items
SF F/R 1st Mtgs, 3D-Year 250.70 314.26 7 253.70 316.16 6 263.60 318.19 6 257.90 317.10 6 273.20 318.93 11
SF F/R 1st Mtg+MBS, 15Yr 68.64 138.33 4 63.39 134.55 5 61. 34 133.29 6 63.50 137.91 5 66.14 126.73 8
SF F/R lstMg+MBS,Balloon 15.98 67.84 7 23.78 66.62 15 14 .82 62.40 7 11. 81 61.00 5 NA 61.00 NA
SF FIR Convent'l 30Y MBS 302.27 300.72 52 304.97 302.73 55 317 .30 314.18 59 312.92 311. 97 52 324.76 305.87 75
MultiFam&NR FIR Balloon 36.00 33.50 54 41.00 33.00 61 43.00 34.00 57 37.00 34.00 53 58.00 38.00 72
MultiFam&NR F/R FulAmrtz 36.00 69.50 19 37.00 68.00 22 B.OO 72.00 14 41.00 70.00 20 47.00 70.50 28
USGov't+Agency Secur. 163.00 8.50 98 160.00 8.00 98 174.00 5.00 98 166.00 5.00 98 175.00 3.00 97
TermFF+Repos +IEdeposits 1.00 1.00 54 1. 00 1. 00 53 1. 00 1. 00 52 1.00 1.00 53 1. 00 1.00 51
other IE Securities .00 30.50 12 .00 30.00 15 .00 30.00 16 .00 29.00 13 .00 34.50 15
DP:F/M F/R Matur.37+ rno 47.00 50.00 22 45.00 50.00 20 37.00 50.00 6 50.00 50.00 46 54.00 50.00 82
BW:F/M F/R Matur.36+ Mos 45.00 47.50 42 47 .00 46.00 53 56.00 49.00 62 53.00 48.00 62 65.00 50.00 64
934
OFFICE OF THRIFT SUPERVISION - MIDWEST SUPERVISORY
3-YEARUTPR REPORT FOR QUARTER ENDED 201009
REGION
INTEREST RATE RISK INFORMATION
From OTS Interest Rate Risk Model
06:01 01/17/2011
United Western Bank
PAGE 33
DATA AS OF: 01/17/2011 CMR STATUS: . COMPLETE
================= ================= ================= -================
=================
Groul? 5
Pet S&L
Groul? 5
Pct
Groul? 5
Groul? 5 Groul? 5
S&L Med1an Medlan S&L Med1an Pct S&L Med1an Pct S&L Med1an Pct
====== ======
YRMO, Period End .... 201009 201006 200909
200912 200812
NPV AS % OF PV ASSETS AFTER:
11. 05 Upward Shock 300bp 10.03 11. 99 26 10.54 12.37 28 11. 35 44 11. 30 11.30 50 9.18 9.59 41
Upward Shock 200bp 10.08 12.41 19 10.39 12.72 20 11. 06 12.00 37 11. 26 11.94 41 9.29 10.17 38
Upward Shock 100bp 9.98 12.67 12 10.12 12.82 11 10.69 12.45 29 10.96 12.39 26 9.04 10.39 32
No change 9.83 12.43 12 10.36 12.75 16 10.14 12.57 24 10.59 12.71 15 8.72 10.18 27
Dwnwrd Shock 100bp 9.77 12.53 13 9.50 12.76 11 9.92 12.26 24 10.60 12.58 20 8.14 10.15 23
Dwnwrd Shock 200bp .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50
Dwnwrd Shock 300bp NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
BP CHANGE IN NPV AFTER:
.20 -.95 66 .18 -.73 71 .91 -1.10 88 Upward Shock 300bp .70 -1. 42 88 .46 -1.05 75
Upward Shock 200bp .24 -.26 61 .03 -.14 58 .92 -.23 88 .66 -.72 85 .57 -.42 75
Upward Shock 100bp .15 -.06 57 -.24 .08 36 .55 -.05 85 .37 -.22 84 .32 -.10 73
No change
100bp -.06 -.08 51 -.85 -.25 6 -.22 -.18 41 .01 .02 Dwnwrd Shock 48 -.58 -.23 23
Dwnwrd Shock 200bp .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50
BASE CASE NPV AFTER:
1.32 -9.89 67 .97 -10.36 72 9.15 -12.41 88 6.39 Upward Shock 300bp -14.72 89 4.90 -13.90 76
Upward Shock 200bp 2.11 -4.22 63 -.33 -4.05 60 9.47 -5.91 89 6.24 -7.85 89 6.48 -5.67 76
Upward Shock 100bp 1. 38 -1.37 61 -2.89 -.20 33 5.66 -1. 44 88 3.46 -2.65 88 3.70 -1.42 76
No change

-.34 .07 45 -8.81 -1.53 5 -2.10 -.83 37 .47 .72 Dwnwrd Shock 48 -6.75 -1. 46 16
Dwnwrd Shock .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50
BASE CASE PV ASSETS AFTER:
.13 -1.31 67 .10 -1.15 72 .93 -1.45 88 Upward Shock 300bp .68 -1. 88 88 .43 -1.30 76
Upward Shock 200bp .21 -.50 62 -.03 -.41 60 .96 88 .66 -.97 87 .56 -.54 75
Upward Shock 100bp .14 -.16 61 -.30 -.02 40 .57 -.12 87 .37 -.33 87 .32 -.17 75
No change
100bp -.03 .01 48 -.91 -.19 5 -.21 -.10 41 .05 .08 Dwnwrd Shock 48 -.59 -.18 21
Dwnwrd Shock 200bp .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50 .00 .00 50
IRR MEASURES:
9.83 12.43 12 10.36 12.75 16 10.14 12.57 Pre Shock NPV (%) 24 10.59 12.71 15 8.72 10.18 27
Post Shock NPV(%) 9.77 11.71 22 9.50 12.20 12 9.92 11.84 30 10.59 11.64 35 8.14 9.54 34
Sensitivity Meas:Deeline NPV .06 .65 4 .85 .76 60 .22 .71 15 .00 .88 1 .58 .81 31
SELECTED MARKET RATES OF INTEREST (b) :
U.S. Treasury Bills (c):
0.16 0.18 0.14
0.06 3 month
0.11
6 month
0.19 0.22 0.18 0.20 0.27
1 year
0.27 0.32 0.40 0.47 0.37
U.S. Trsry Notes&Bonds (dl:
0.42 0.61 0.95 2 year 1.14 0.76
3 year
0.64 1.00 1.45 1. 70 1.00
5 year
1.27 1. 79 2.31
2.69 1. 55
7 year 1.91 2.42 2.93
3.39 1. 87
10 year
2.53 2.97 3.31 3.85 2.25
30 year
3.69 3.91 4.03
4.63 2.69
Prime Rate 3.25 3.25 3.25 3.25 3.25
FHLMC Required Net Ylds (e) :
Single-family
3.82 4.19 4.69 4.97 4.49
Multi-family (f) 4.80 5.13 5.62 6.21 6.01
11 th District COFI 1.71 1. 79 1.41 2.09 3.13
Notes:
Interest Rate Risk data is delayed by at least one day due to system constraints. Please refer to the
Interest Rate Risk System for current data.
(a) If the 3 month T-Bill rate is less than 3.00%, Downward Shock #3 is one-half the 3 month T-Bill rate Otherwise
Downward Shock #3 is 300 basis points. . ,
(b) All rates are as of the last day.of 9uarterf9r the period Exception: COFI is a weighted
average of the cost of funds for sav1ngs lnst1tutlonS the 11th FHLB D1strlct and is for the last month of the
period presented. ..
(c) Quoted on discount basis ar:>d annuahzed uS1ng a 360 day yea'!' ..
(d) Yields on actively traded 1ssues adJusted tocoostant matUrJ.t1es.
(e) FHLMC Required Net Yields for 30 day commitments.
(f) Under a propietary agreement with Fannie Mae, OTS cannot dis lose these rates.
935
EXAM RATIO INFORMATION
06:01 01/17/2011
United Western Bank
PAGE 34
Current
Prior Year PreviousPriorYr
Months in Period
YRMO,. Period End
S&Ls in Peer Group
CAPITAL ADEQUACY - PCA REQUIREMENTS:
Total RiSK-Based Capitaf
Tier 1 Risk-Based Capital
Tier 1 Leverage Cap (Core)
Tangible Equity Capital
EARNINGS:
Interest&Dividend Income

Fee Income
CoreInc:Before Loss Prov
Provisions for Loss
CoreInc:After Loss Prov
Net Non-Core Income
Income Before Tax
Income Tax
IncTax Before extr Item
Extraordinary items
Netlnc(-IAtrbl To Inst/Nct
NetInc(- Atrbl To Noncntro
NetInc(- Atrbl To Sav Inst
3
201009
82
108,073
127,541
127,541
127,541
20,797
4,290
16,507
16'i86
6.87
930
19,346
-18,416
-17,944
-36'm
-36, 653
-36,658
. 0
-36,658
3
201006
79
135,039
164,036
164,036
164,036
22,208
5,209
16,999
18,468
107
661
-915
5,120
-6,035
-4,979
-11,014
131
-11,145
o
-11,\1.46
-11,145
9
201009
77
108,073
127,541
127,541
127,541
65,080
15,262
49,818
52,918 ..
309
1,901
-1,508
39,011
-40,519
-28,934
-69,453
-634
-68,819
o
-36,658
o
-68,819
12
200912
77
161,669

192,839
'99,959
27,644
72,315
62,491
424
2,395
11,795

.,.65,679

-69,359
o
-35, 958
-69,359
12
200812
72
189,536
174,034
174,034
174,034
114,682
29,525
85,157
53,619
334
2,814
34,018
13,985
20,033
-331
19,702
6,017
13, 688
NA
NA
13,685
Prior ==-==!TD
Group 5 Group 5 Group 5 Group 5 Group 5
S&L Medan Pct Median Pct S&L Median Pct S&L Median Pct S&L Median Pet
YRMO, Period End.... =-===- 2'0i009-- -= =201006=== ====- 201009-- ===-- -20m2=- = 200ai2=
CAPITAL ADEQUACY - PCA REQUIREMENTS:
Total Risk-Based Capital 7.80 15.20 2 9.02 14.82 3 7.80 15.20 2 10.07 14.11 2 10.55 13.35 12
Tier 1 Risk-Based Capital 6.53 14.10 2 7.7513.77 3 6.53 14.10 2 8.81 12.88 3 9 . 68 12.52 12
Tier 1 Lever Capital (Core) 6.20 9.59 6 7.42 9.47 11 6.20 9.59 6 7.68 9.11 16 7.65 8.68 27
9.13 3.53
Nonperf+Repo/Tierlcapl+Allo 58.66 18.74
30-89pastDue/TierICapl+Al10 29.27 5.93
85
87
98
EARNINGS: (as a % of Avg. ASsets) \
Interest & Dividend Income 4.06 4.39 36
Interest Expense .84 1.23 19
Net Interest Income 3.22 3.03 60
G&A Expense 3.15 2.58 69.
Goodwill Amortization .02 .01 63
*Fee Income .13 .38 20
CoreInc:Before'Loss Prov .18 1.05 14
Provisions for Loss 3.77.52 92
CoreInc:After Loss Prov -3.59 .29 7
Net Non-Core Income -3.50 .19 1
Income Before Tax -7.09 .71 3
Income Tax .06 .18 30
IncTax Before Extra Item -7.15 .53 3
Extraordinary Items .00 .00 50
NetInc(-)Atrbl To Inst/Nctl -7.15 .53 3
NetInc(-)Atrbl To Noncntrol .00 .00 48
Net Income -7.15 .53 3
9.26
43.95
26.66
3.67
.86
2.81
3.05
;02
.11
-.15
.85
-1.00
-.82
-1.82
.02
-1.84
.00
-1.84
.00
-1.84
3.76 87
18.75 81
6.11 97
4.42 15
1.37 17
3.02 33
2.54 67
.01 63
.42 16
1.05 8
.49 71
.37 21
.14 1
.65 12
.17 28
.45 8
.00 50
.45 8
.00 48
.45 8
9.13
58.66
29.27
3.57
.84
2.73
2.90
.02
.10
-.08
2.14
-2.22
-1.59
-3.80
-.03
-3.77
.00
-2.01
.00
-3.77
3.53
18.74
5.93
85
87
98
4.42 13
1. 31 18
3.04 28
2.65 60
.01 60
.39 15
1.04 9
.56 80
.40 13
.19 1
.79 3
.22 12
.49 2
.00 49
.18 3
.00 48
.49 2
6.88
35.66
16.08
4.08
1.13
2.95
2.55
.02
.10
.48
1.56
-1.07
-2.68
-3.76
-.92
-2.83
.00
-1.47
.00
-2.83
3.43 77
17.28 73
6.20 83
4.85 11
1.81 14
3.02 41
2.46 51
.01 61
.43 16
.96 24
.61 74
.19 23
.16 2
.41 3
.11 3
.29 7
.00 49
.11 1
.00 49
.30 7
3.34
17.20
13.54
5.31
1.37
3.94
2.48
.02
.13
1.57
.65
.93
-.02
.91
.28
.63
.00
NA
NA
.63
2.86
10.84
6.31
5.43
2.54
2.85
2.39
.01
.43
1.06
.48
.43
.10
.65
.17
.45
.00
NA
NA
.45
60
65
76
40
4
92
53
60
16
83
57
67
19
66
63
67
50
NA
NA
67
Int EA/Int Brng Liablties 100.45 110.24
9 103.30 110.20 13 100.45 110.24 9 103.76 109.21 11 104.75 108.99 15
LIQUIDITY/ASSET LIABILITY MANAGEMENT:
** pre-Shock NPV % PV of Asset 9.83 12.43
** Post-Shock NPV Ratio 9.77 11.71
** Sensitivity Meas:Decline NPV .06 .65
OTHER ELEMENTS:
Net Int/Avg.Earning ASsets 3.36
Total Nonint Exp./Avg.ASsets 3.20
Net Income/Avg Total Equity -104.46
Net Losses/Avg.TotILnS&Lease 5.88
Earn Coverage of Net Losses .85
ALLL/Total Loans & Leases 3.14
Nonperf Loans & Leases/ALLL 177.76
3.37
2.64
4.64
.81
5.38
1.41
192.67
12
22
4
10.36
9.50
.85
12.75
12.20
.76
48 3.06 3.25
67 3.07 2.56
2 -27.32 4.10
95 .05 .72
10 56.29 5.61
90 3.02 1.32
46 181. 24 181. 24
16
12
60
33
65
7
7
94
89
50
** Displayed as NA if the institution has not filed section CMR.
936
9.83
9.77
.06
3.05
2.93
-57.22
3.32
1.46
3.14
177.76
12.43
11.71
.65
12
22
4
10.59
10.59
.00
12.71
11.64
.88
3.38 30 3.20 3.24
2.70 57 .2.58 2.64
4.75 2 -37.85 2.90
.81 85 1.14 .76
4.86 20 3.74 5.71
1.41 90 2.51 1.28
192.67 46 177.58 188.58
15
35
1
8.72
8.14
.58
10.18 27
9.54 34
.81 31
47. 4.14 3.08
46 2.52 2.50
5 9.48 3.78
64 .23 .37
40 10.81 6.45
90 1.08 1.05
47 155.99 135.89
91
52
85
34
64
55
55
06:01 01/17/2011
United Western Bank
PAGE 35
Quarter Prior Quarter Prior Year Year End Total Year End Total
YRMO, Period End
--=-201009 ==-=-=201006 ----=-"200912 =-==;00812
SINGLE-FAMILY DELIQUENCY CHARGE-OFF DETAIL
LOANS PAST DUE 30-89 DAYS AND STILL ACCRUING: ($000 at
PermMtg,1-4 Unit '11,986
0
End of Period)
11,725
Revolv Open End
First Liens 11,986
0
Junior Liens
.0
11,725
.0
LOANS PAST DUE 90+ DAYS AND
PermMtg,1-4 Unit
Revolv Open End
First Liens
Junior Liens
NONACCRUING LOANS:
PermMtg,1-4 Unit
Revol v Open End
First Liens
Junior Liens
($.0.00 'at
STILL ACCRUING: ($000
9,694
o
9,69&
End of Period)
2.0,69
6
2.0,69
6
at End of Period)
8,464
.0
8,464
.0
13,265
.0
13,265
.0
Current Quarter Prior 'Quarter
14,940
.0
14;365
.0
14,94.0
.0
14,365
.0
7,2.04 7,986
.0 .0
7,204 7,986
.0 .0
13,39
5
13,723
.0
13,39
5
13,723
.0
YTD Prior Year
& CHANGESINSVA-'S-,($oO'O
= -=--==--=====
NET GVA CHARGE-OFFS
permMtg,1-4 unit
Revol v open End
First Liens
Junior Liens
1,123
.0
1,12
5
During Period)
323
.0
323
.0
2,124 664
.0 .0
2,124 664
.0 .0
14,891
0
14,89
6
5,888
0
5,888
.0
9,469
.0
9,469
.0
PreviousPriorYr
==-=-==-
768
.0
768
.0
Current Quarter Prior Quarter Prio'r Year Year End Total Year End Total
- =:==G;OUP 5== ===
S&L Medlian Pet S&L Median Pet S&L Median Pet S&L Median Pet S&L Median Pet
YRMO, Period End ..
=== ===201009 =---= =2'0.09'09 === ---20Dm ==== ==20.081'2
SINGLE-FAMILY LOAN DELIQUENCY LOAN CHARGE-OFF RATES
LOANS PAST'DUE 3.0-89 DAYS AND STILL ACCRUING:
PermMtg,1-4 Unit 3.78 .92 91
3.53
.00
3.74
.00
Revol v Open End . .0.0 .4-2 13
First Liens 4.02 1 . .04 90
Junior Liens .00 .59 11
LOANS PAST DUE 90+
PermMtg,1-4 Unit
Revolv Open End
First Liens
Junior Liens
DAYS AND NON ACCRUING:
9.59 1.96 92
.00 .55 11
10.20 2.26 92
.00 1.02 16
Current Quarter
6.54
.0.0
6.93
.00
Prior
=========m====-=== =----=
RATES OF GVA CHARGE-OFFS AND CHANGES
IN SVA'S:
permMtg,1-4 Unit .35
.11 78 .09
Revolv Qpen End .0.0
.04 25 .0.0
First Liens .37
.09 83 .1.0
Junior Liens .00
.0.0 3D .00
.94
.42
.95
.58
2.00
.56
2.30
.91
90
12
89
12
89
10
87
13
Quarter
4.14
.0.0
4.38
.00
5.7.0
.0.0
6 .04
.00
1.15
.49
1.07
.47
1.66
.44
2 .0.0
.51
YTD
94
12
93
12
92
13
85
16
4.1.0
.0.0
4.34
.00
6.19
.00
6.57
.00
1.00
.49
1.06
.7.0
1. 76
.51
1. 95
.51
Prior Year
94
13
91
12
90
12
87
15
3.88
.00
4.11
.00
4.0.0
.00
4.24
.00
1..06
.48
1..07
.51
.94
.24
.98
,.07
95
12
92
15
91
17
84
23
PreviousPriorYr
-== =-==--======--== =-=====--=====:< =========
.07 57 .65 .30 70 .19 .31 38 .2.0 .11 63
.05 26 .00 .21 2.0 .00 .31 21 .0.0 .00 31
.04 64 .69 .24 71 .20 .22 46 .21 .06 72
.0.0 31 .00 .18 19 .00 .19 19 .00 .0.0 26
Current QUarter Prior Quarter Prior Year Year End Total Year End Total
YRMO, Period End.... ======20i006 ===- ----200m ==--Mosi'2
PAST DUE LOANS: GNMA BUY-BACKS, US GUARANTEED, AND HELD-FOR-SALE ($.000 End of Period)
3.0-89 DAYS PAST DUE:
GNMA BuyBekLNS
Held for Sale
USGuar Ex GNMA BB
All Lns 3.0-89 Days
9.0+ DAYS PAST DUE:
GNMA BuyBekLns
Held for Sale
USGuar Ex GNMA BB
All Lns 9.0+ Days PD
NONACCRUAL:
GNMA BuyBekLns
Held for Sale
USGuar Ex GNMA BB
All NonAeerual Lns
2,672

PD
49,351

2,346
9,694
.0

62,169
2,396 2,524
14,634
3,044
54,701 60,134
6,243 5,254
8,464 7,010
1,867 1,778
8,464 7,328
.0 0
1.0,024
106
11,174
5.0
65,.093 38,655
937
2,276 901
13,532 10,9.09
4,05.0 3,951
36,812 25,910
5,804 4,236
9,267 5,878
1,917 2,177
9,867 6,513
'0 53
9,8n
12,631
915
53,.052 19,366
06:01 01/17/2011
, United Western Bank
DATA AS OF: 01/17/2011' CMR STATUS:
COMPLETE
COMPLETE
PAGE 36
Current Quarter Prior Quarter Prior Year Year End Total Year'End Total
-==== ==- Group 5 - Group 5 ==
S&L Median Pet S&L Median Pet S&L ,Median Pet S&L Median Pet S&L Median Pet
=-=== 20i009 === ==="'-= mOO6 -== ==== 201003 === ==== 2009'i2 === ====== 20'0909 =1==
PAST DUE LOAN RATES:
30-89 DAYS PAST DUE:
GNMA BuyBeksLns
Held for Sale
USGuar Ex GNMA BB
Tot All Loans 30-89
90+ DAYS PAST DUE:
GNMA Buy-BAcK, US GUARANTEED, AND HELD-FOR-SALE (% of Total Assets)
.13 .00 96 .11 .00 97 .10 .00 97 .09
.57 .00 98 .66 .00 98 .55 .00 97 .54
.12 .00 96 .14 .00 96 .14 ,00 98 .16
Days PD 2.41 .62 95 2.48 .64 95 2.31 .74 96 1.47
GNMA BuyBeksLns
Held for Sale
USGuar Ex GNMA BB
Tot All Loans 90+ Days PD
.32
.45
.11
.47
.00 97
.00 98
.00 98
.00 93
.28
.38
.08
.38
.00 97
.00 98
.00 98
.00 90
.20
.27
.07
.28
.00 97
.00 98
.00 98
.00 83
.23
.37
.08
.39
.00
.00
:2g
97
97
98
80
.00 97
.00 98
.00 98
.00 89
.00 .00 48 .00 .00 49 .00 .00 50 .00 .00 50
Held for Sale .53 .00 97 .45 .00 97 .43 .00 97 .39 .00 97
USGuar Ex GNMA BB .04 .00 92 .00 .00 83 .00 .00 83 .00 .00 80
Tot All' NonAeerual Lns 3.03 1.59 69 2.95 1.51 73 1:49 1.46 51 2.12' 1.49 65

Total 90+ Days PD .04 .00 66 .02 .00 61 .01 .00 58 .09 .00 76
Total Nonaeerual 2.99 1.51 72 2.95 1.51 73 1.49 1.46 51 2.12 1.49 65
Total NP Loans 3.25 1.65 72 3.09 1.65 73 1.54 1.48 52 2.26 1.57 65
.04
.49
.18
1.16
.19
.26
.10
.29
.00
.00
.00
.61
97
98
98
69
.00 97
.00 98
.00 98
.00 89
.00 .00 98
, .56 .00 98
.04 .00 97
.86 .85 52
of Total Assets)
.94 .61 68
.00 .00 57
.82 .83 47
.94 .94 49
GENERAL ALLOWANCE AND ALLL AS A PERCENT OF NONPERFORMING ASSETS LESS US GUARANTEED
PORTION OF LOANS AND GNMA BUY-BACKS IN NONPERFORMING STATUS:
, 47.07 42.02 55.51.01 41.64 56 54.58 43.01 ,60 49.56 44.55 55 72.40 67.56 52
GENERAL ALLOWANCE AND ALLL AS A PERCENT OF NONPERFORMING ASSETS LESS LOANS HELD FOR
SALE IN NONPERFORMING 39.26 56 58.57 41.42 57 69.32 43.01 67 58.86
IEA/ICL SUMMARY ADDING BACK US GUARANTEED PORTION OF LOANS AND GNMA BUY-BACKS IN
NONACCRUAL STATUS OF THE STATUS OF THE NUMERATOR:
44.50 65 140.75 67.56 72
IEA less LnsrvRghts/ICL 100.66 117.02 8 103.48 117.16 7 109.11 116.44 16 26.85 29.20 21 26.80 29.53 14
IEA+BOLI+I/O/ICL
102.43 118.37 7 105.16 118.30
7 110.62 117.96 16 27.24 29.47 20 27.24 '29.85 15
PURCHASED IMPAIRED LOANS HELD FOR INVESTMENT ACCOUNTED FOR UNDER SOP03-3:
Current Quart,er Prior Quarter Prior Year Year End Total Year End Total
==========='2OtOOg===
($000 End of Period) ,
Outstanding Bal. contrl.
Reerd Invstmnt B4 DelLosAl
Loss Allowances
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
S&L Median Pet S&L Median Pet S&L Median Pet S&L Median Pet S&L Median Pet
======= ==--= =-== ==-==== =-=== --- ======= =--=-== --- ==== -=== =--= ===== ==== --
.00
.00
.00
.00 44
.00 44
.00 49
(% of Total Assets)
.00
.00
.00
.00 46
.00 46
.00 49
938
.00
.00
.00
.00 46
.00 46
.00 49
.00
.00
.00
'.00 46
.00 46
.00 49
.'00
.00
.00
.00 46
'.00 46
.00 48
TabC
Exhibit 30
939
Thrift Docket Print
Office of Thrift Supervision
Financial Reporting System
Thrift
Report
Docket: 06679 Name: Thrift Docket Print
Name: United Western Bank Quarter of: September 2010
Location: Denver, CO
Run Date: January 17, 2011, 8:53 PM
OTS Region: Western Data: Regulatory ($Thousands)
TFR Edit Status: Complete TFR Reported Data Date: December 8, 2010
TFR Edit Status Date: December 9, 2010
Version: Print (Screen Version]
***** SENSITIVE *****
Schedule NS --- Optional Narrative Statement
.: .... ".' n ...... ' " , ", ........... _ _ , ,." ,,, ............. , .. .,. " " , .......... "., , ................. ....................... " " " , ......... , ................................................ ,
Description
Have you included a narrative statement?
Narrative Statement Made by Savings Association Management
Description
Cash, Deposits and Investment Securities - Total
Cash and Non-Interest-Earning Deposits
Interest-Earning Deposits in FHLBs
Other Interest-Earning Deposits
Fed Funds Sold/Sees Purchased Under Agreements to Resell
U.S. Government, Agency and Sponsored Enterprise Securities
Equity Securities Carried at Fair Value
State and Municipal Obligations
Securities Backed by Nonmortgage Loans
Other Investment Securities
Accrued Interest Receivable
Mortgage-Backed Securities' Gross
Mortgage-Backed Securities - Total
Pass-Through - Total
Insured/Guaranteed by U.S. Agency/Sponsored Enterprise
Other Pass-Through
Other Mortgage-Backed Securities (Excluding Bonds) - Total
Issued or Guaranteed by FNMA, FHLMC, or GNMA
Collateralized by MBS Issued/Guaranteed by FNMAjFHLMC/GNMA
Other
Mortgage Loans - Gross
Mortgage Loans - Total
Construction Loans - Total
Residential - Total
1-4 Dwelling Units
Multifamily (5 or more) Dwelling Units
Nonresidential Property
Permanent Loans - Total
Residential - Total
1-4 Dwelling Units - Total
Revolving Open-End Loans
All Other - First Liens
All Other - Junior Liens
Line Item
NSlOO
NSllO
..." .., ....-...... ....
Line Item
SCll
SCllO
SC1l2
SC1l8
SC125
SCl30
SCl40
SCl80
SCl82
SC185
SC19l
SUB0072
SC22
SUB0073
SC210
SC215
SUB0074
SC217
SC2l9
SC222
SC228
SUB0092
SC26
SUBOI00
SUBOll0
SC230
SC235
SC240
SUB0121
SUB0131
SUB0141
SC251
SC254
SC255
Page 1 of31
September 2010
Value
No
N/A
ri .... __ "_.'"._,, _._ .. ,,_._ _, _.
September 2010
Value
$ 212,855
$ 14,697
$ 87
$ 156,158
$0
$ 41,649
$0
$0
$0
$ 25
$ 239
$ 409,159
$ 409,159
$ 89,260
$ 23,583
$ 65,677
$ 318,357
$ 168,682
$0
$ 149,675
$ 1,542
$ 1,161,069
$ 1,126,352
$ 118,740
$ 88,180
$ 64,550
$ 23,630
$ 30,560
$ 1,037,622
$ 360,428
$ 316,972
$ 17,450
$ 297,986
$ 1,536
mhtml:file:/IW:\Daly City Regional to be added 1-17-2011\Thrift ... 1117/2011
Thrift Docket Print
Page 2 of31
Ananclal Reporting System
Thrift
Report
Docket: 06679
Name:. Thrift Docket Print
Name: . United western Bank
Quarter of: September 2010
Location: Denver,'CO
Run Date: January 17, 2011,8:53 PM
OTS Region: Western
Data: Regulatory ($Thousalids)
TFR Edit Status: Complete
TfR Reported Data Date: December 8, 2010
Version: Print [Screen Version]
SC .. ,;.;;.nd;;;;.l;;;tI;;,:on;;;;;...__ , _________________ -------------1
September 2010
Description
Nonresidential Property (Except Land)
Land
Net Change In Mortgage Loan Portfolio - Stock
Advances for Taxes and Insurance
Allowance for Loan and Lease Losses
, Nonmortgage Loans - Gross
Nonmortgage Loans - Total
Commercial Loans - Total
Secured
Unsecured
Credit card Loans Outstanding-Business
Lease Receivables
Consumer Loans - Total
Loans on Deposits
Home Improvement Loans (Not secured by real estate)
Education Loans
Auto Loans
Mobile Home Loans
Credit Cards
Other, Including Lease Receivables
Allowance for Loan and Lease Losses
Repossessed Assets - Gross
Repossessed Assets - Total
Real Estate - Total
Construction
Residential - Total
1-4 Dwelling Units
Nonresidential (Except Land)
Land
U.S, Govemment-Guaranteed or -Insured Real Estate Owned
Other Repossessed Assets
General Valuation Allowances
Real Estate Held for Investment
Equity Invesbnents Not Carried at Fair Value - Total
Federal Home Loan Bank Stock
other
Line Item
SC256
SC260
SC265
SUB0228
SC272
SC275
SC283
SUB0162
SC31
SC32
SC300
SC303
SC304
SC306
5C35
SC310
SC316
SC320
SC323
SC326
SC328
SC330
SC348
SC357
SUB0201
SC40
SUB0210
SC405
SUB0225
SC415.
SC425
SC426
SC428
SC429
SC430
SC441
SC45
SC51
SC510.
SCS40
Value
$ 43,456
$ 603,445
$ 73,749
$- 58,737
$ 4,080
$ 627
$ 34,717

$ 160,923
$157,155
$ 146,666
$ 9,858
$0
$ 631
$ 8,897
$ 3,146
$0
$0
$ 591
$ 83
$0
$ 5,077
$ 580
$ 5,709
$ 27,025
$ 27,025
$ 27,025
$ 3,927
$ 2,095
$ 2,095
$0
$ 6,347
$11,487
$ 3,169
$0
$0
$0
$ 9,577
$ 9,577
$0
mhtml:fi1e://W:\Daly City Regional to be 1-17-2011 \Thrift ... 1117/2011
Thrift Docket Print
Thrift
Report
Docket: 06679
Name: Thrift Docket Print
Name: United Western Bank
Quam!rof: September 2010
OTS Region: Western
Data: Regulatory ($Thousands)
TFR Reported Data Date: December 8, 2010
TFR Edit Status Date:
December 9, 2010 Version: Print [Screen Version]
Description
Office Premises and Equipment
Other AssIet5 - Gross .
Other A55ets .. Total
Key Person Ufe Insurance
Other
Intangible Assets:
servicing Assets on:
Mortgage Loans
NonmQrtgage Loans
Goodwill 80. Other Intangible Assets
Interest-Only Strip Receivables 80. Certain Other Instruments
Other Assets
Other Assets Detail - Code #1
Other Assets Detail - Amount #1
General Valuation AIIQwances
General Valuation .Allowances - Total
Total Assets - Gross
Total A55ets
Deposits and Escrows - Total
Deposits
Escrows
Unamortized Yield Adjustments on Deposits 8< Escrows
Borrowings - Total
Fed Funds Purchased/Secs Sold Under Agreements to Repurchase
Subordinated Debentures Incl" Man Conv Secs/Um-Uf Pref Stk
Mortgage Collateralized Securities Issued: CMOs (Including REMICs)
Other Borrowings
Other Uabllitles - Total
Accrued Interest Payable - Deposits
Accrued Interest Payable - Other
Accrued Taxes
Accounts Payable.
Other Uabilities and Deferred Income .
Other UabilJties Detail - Code #1
UneItem
SC55
SUB0262
SC59
SC615
SC625
SC642
SC644
SC660
SC665
SC689
SC691
SC692
SC693
SC694
SC697
SC698
SC699
SUB2092
SUB0283
SC60
SC71
SC710
SC712
SC715
scn
scno
SC730
SC736
SC740
SC760
SC75
SC763
SC766
SC776
SC780
SC790
SC796
SC791
Page 3 of31
september 2010
Value
$ 22,053
$ 83,328
$82,707
$0
$ 26,883
$ 5,844
$168
$ 51.7
$0
$ 49,916
3
$ 26,343
9
$ 5,291
4
$ 11,007
$ 621
$ 41,047
$ 2,091,698
$ 2,050,651
$1,651,316
$ 1,529,079
$ 122,250
$- 13
$ 263,939
$ 169,754
$ 85,781
$0
$0
$ 8,404
$ 14,436
$ 774
$ 390
$ 347
$ 5,630
$0
$ 7,295
5
mhtm1:file://W:\Daly City Regional to be added 1-17-2011 \Thrift ... 1117/2011
Thrift Docket Print
Page 4 of31
Financial Repo.rting System
Thrift
Repo.rt
OTS Region: Western Data: Regulato.ry ($Thousands)
Schedule SC --- Censolidated Statement ef Condition
September 2010
Description
line Item
Value
Other Liabilities Detail - Amount #1
SC792
$ 3,376
Other liabilities Detail - Code #2
SC794
16
Other liabilities Detail - Amount #2
SC795
$ 798
Other Liabilities Detail - Code #3
SC797
22
Other Liabilities Detail - Amount #3
SC798
$ 1,532
Total Liabilities
SC70
$1,929,691
Stock - Total
SUB0311
$ 165,229
Cumulative
5C812
$0
Noncumulative
5C814
$0
Par Value
SC820
$ 113
5C830
$ 165,116
Accumulated Other Comprehensive Income - Tetal
SCa6
$- 6,S81
Accumulated Gains (Losses) o.n Certain Securities
5C860
$- 6,581
Accumulated Gains (Losses) on Cash Flow Hedges
5C865
$0
Other
5C870
$0
Retained Earnings
5C880
$- 37,693
Other Components of Equity Capital
5C891
$0
Tetal Savings Associatien Equity Capital
scao
$ 120,955
Noncontrolling Interests in Consolidated Subsidiaries
5C800.
$5
Tetal Equity Capital
SC84
$ 120,960
Total Liabilities and Equity Capital
SC90
$ 2,050,651
September 2010
Description
line Item Value
QUARTERLY INCOME &. EXPENSES
Interest Income - Tetal
Depo.sits and Investment Securities
Mortgage-Backed Securities
Mortgage Loans
Prepayment Fees, Late Fees, Assumptio.n Fees for Mortgage Loans
Co.mmercialloans and Leases
Prepayment Fees, Late Fees, Assumption Fees for Commercial lo.ans
Co.nsumer Loans and Leases
Prepayment Fees, Late Fees, Assumption Fees for Consumer Loans
Dividend Inceme en Equitv Investments Not Carried at Fair Value -Total
Federal Home Lo.an Bank Stock
Other
Interest Expense - Total
5011
$ 20,733
50115
$ 379
50125
$ 4,126
50141
$ 14,105
50142
$11
SUB0950
$ 2,112
50160
$ 1,997
50162
$0
50171
$ 115
50172
$0
5018
$64
50181
$ 64
50185
$0
5021
$ 4,290
mhtm1:file://W:\Daly City Regional to be added 1-17-2011 \Thrift ... 1/17/2011
Thrift Docket Print
Thrift
Report
Run Date: January 17; 2011, 8:53 PM
OTS Region: Western Data: Regulatory ($Thousandsl
Version: Print [Screen VerSion]
Schedule SO --- Consolidated Statement of
Description
Deposits
Escrows
Subordinated Debentures (Incl Mandatory Convertible Sees)
Mortgage Collateralized Securities Issued
Other Borrowed Money
Capitalized Interest
Net lnt Inc (Exp) Before Pray for Losses on Int-Bear Assets
Net ProviSion for Losses on Interest-Bearing Assets
Net Int Inc (Exp). After Pray for Losses on Int-Bear Assets
Noninterest Income - Total
Mortgage Loan Servicing Fees
Amort & Fair Value Adjusts to Loan Servicing Assts & Liabilities
Net Income (Loss) - Total
Sale of Available-for-Sale Securities
Sale of Loans and Leases Held for Sale
Sale of Other Assets Held for Sale
Other-than-Temporary Impairment Charges on Debt & Equity Securities
Operations & Sale of Repossessed Assets
LOCOM Adjustments Made to Assets Held for Sale
Sale of Securities Held-to-Maturity
Sale of Loans Held for Investment
Sale of Other Assets Held for Investment
Gains & Losses on Financial Assets & Liabilities Carried at Fair Value
Other Noninterest Income
Other Noninterest Income Detail - Code #1
Other Noninterest Income Detail - Amount #1
Noninterest Expense - Total
All Personnel Compensation and Expense
Legal Expense
Office Occupancy and Equipment Expense
Marketing and Other ProfeSSional Services
Loan Servicing Fees
Goodwill and Other Intangibles Expense
Net Provision for Losses on Non-Interest-Bearing Assets
Lineltem
50215
50225
50230
50240
50250
50260
50271
50312
50321
50332
5042
50410
50411
50420
SUB0451
50430
50431
50432
50441
50461
.50465
50467
50475
50477
50485
50488
50489
50492
S0495
S0496
50497
50498
5051
50510
S0520
50530
50540
50550
50560
50570
Page 5 of31
September 2010
Value
$ 2,328
$4
$ 934
$0
$0
$ 1,024
$0
$ 16,507
$ 19,188
$- 2,681
$- 17,257
$ 792
$- 416
$ 311
$- 61
$ 1
$ 1,001
$0
$- 18,293
$- 376
$- 687
$0
$0
$0
$0
$ 410
15
$ 234
99
$ 14
99
$ 150
$ 16,422
$ 4,093
$ 773
$ 834
$ 408
$ 478
$ 100
$ 158
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Thrift Docket Print
Page 6of31
Anandal Reporting System
Thrift
Report
Docket: 06679
Name: .Unlted Western Bank
OTS Region: Western
TFREdit Status: Complete
***** SENsmVE *****
Schedule SO of Operations
September 2010
Description
UneItem Value
Other Nonlnterest Expense
50580 $ 9,578
Other Nonlnterest ExpenSe Detail - Code #1
50581 99
Other Noninterest Expense Detail - Amount #1
50582 $ 5,806
Other Nonlnterest Expense Detail -Code #2
50583 99
Other Nonlnterest Expense Detail - Amount #2
50584 $ 851
Other Nonlnterest Expense Detail - Code #3
S05S5 1
Other Nonlnterest Expense Detail - Amount #3
50586 $ 1,563
Income (Loss) Before Income Taxes
5060 $- 36,360
Income Taxes - Total
son $298
Federal
50710 $ 298
State, local &. Other I
50720 $0
Income (Loss) Before extraordinary Items
5081 $- 36,658
Extraordinary Items
50811 $0
Net Income (Loss) Attributable to Savings Assoc Noncontrolllng IntereJts
5088 $- 36,658
Net Income (Loss) Attributable to Noncontrolling Interests
50880 $0
Net Income (LOSS) Attributable to Savings Association
5091 $- 36,658
INTEREST INCOME:
Yl'D - Interest Income - Total
V_SOll $ 64,890
YTD - Deposits and Investment Securities
V_SOll5 $ 1,742
YTD - Mortgage-Backed Securities
V_S0125 $ 12,498
YTD - Mortgage Loans
V_S0141 $ 44,327
YTD - Prepayment Fees, Late Fees, Assumption Fees for Mortgage Loans
LS0142 $ 53
YTD - Nonmortgage Loans - Commercial Loans &. Leases
V_50160 $ 5,899
YTD - Prepayment Fees, Late Fees, Assumption Fees for Commercial Loans
V_S0162 $0
YTD - Loans - Consumer Loans &. Leases
V_SOl71 $ 371
YTD - Prepayment Fees, Late Fees, Assumption Fees for Consumer Loans
V_SOl72 $0
YTD _ DiY Inc on equity Invests Not Carried at Fair Value - Total
V_so 18 $190
YTD - Federal Home Loan Bank Stock
V_S018l $ 190
YTD'- Other
V_SO 185 $0
YTD - Interest Expense - Total
V_S021 $15,262
YTD - Deposits
V_S0215 $9,446
YTD - Escrows
V_S0225 $13
YTD - Advances from FHLBank
V_S0230 $ 2,908
YTD - Subordinated Debentures (Incl Mandatory Convert Sees)
V_S0240 $0
YTD - Mortgage Collateralized Securities Issued
V_S0250 $0
YTD - Other Borrowed Money
V_S0260 $ 2,895
YTD - Capitalized Interest
V_S0271 $0
YTD - Net Int Inc(Exp) Bef Prov for Losses on Int-Bear Assts
V_S0312 $49,818
YTD - Net Provision for Losses on Interest-Bearing Assets
V_S0321 $ 38,784
YTD - Net Int Inc(Exp) Aft Prov for Losses on Int-Bear Assts
V 50332 $11,034
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Thrift Docket Print
Page 7 of31
Thrift
Report
Docket: 06679
Name: United western Bank
OTS Region: Western
Data: Regulatorv ($Thousands)
______ __________________ . ___________ . ____ __________
September 2010
Description
YTD - Nonlnterest Income - Total
YTD - Mortgage Loan serving Fees
YTD - Servicing Amortization and Valuation Adjustments
YTD -Other Fees and Charges
YTD - Net Income (Loss) from Other - Total
YTD - Sale of Available-for-Sale Securities'
YTD - Sale of Loans and Leases Held for Sale
YTD - Sale of Other Assets Held for Sale
YTD - Other-tha'n-Temporary Impairment Charges on Debt 80. Equity Securities
YTD - Operations 80. Sale of Repossessed Assets
YTD - LOCOM Adjustments Made to Assets Held for Sale
YTD - Sale of Securities Held-to-Maturity
YTD - Sale of Loans Held for Investment
YTD - Sale' of Other Assets Held for Investment
YTD- Gains 80. Losses on Financial Assets 80. Uabillties Carried at Fair Value
YTD - Other Noninterest Income
YTD - Nonlnterest Expense - Total
YTD - All Personnel Compensation & Expense
YTD - Legal Expense
YTD - Office Occupancy & Expense
YTD - Marketing and Other Professional Services
YTD - Loan Servicing Fees
YTD - Goodwill '& Other Intangibles EXpense
YTD - Net Provision for Losses on Non-Interest-flear Assets
YTD - Other Nonlnterest Expense
YTD - Income (Loss) Before Income Taxes
YTD - Income Taxes - Total
YTD - Federal
YTD - State, Local, and Other
YTD - Income (LOSS) Wore Extraordinary Items
YTD - ExtraordlJ:larv Items
YTD - Net Income (Loss) Attrlb to SavlngsAssoc Noncontrolllng Interests
YTD - Net Income (Loss) Attributable to Noncontrolling Interests
YTD _ Net Income (Loss) Attributable to savings Association
Schedule VA ___ COnsolidated Vi!luation Allowances and Data
Description
RECONCIUATlON: VALUATION' ALLOWANCES
General Valuation Allowances - Beginning Balance
Uneltem
V_S042
Y_S0410
Y_S0411
Y_S0420
YTD0451
Y_S0430
Y_S0431
Y_S0432
Y_S0441
Y_S0461
Y_S0465
Y_S0467
Y_S0475
Y_S0477
Y_S0485
Y_S0488
V_SOSl
Y_S0510
Y_S0520
Y_S0530
. Y_S054Q
Y_S0550
Y_S0560
Y_S0570
Y_S0580
V_SOGO
V_S0'71
Y_S0710
Y_Sono
V_5081
V_50811
V_S088
Y_SOS80
V 5091
Value
$- 27,033
$ 2,432
$- 1,526
$ 995
$- 2,179
$ 1
$ 3,141
$0
$c 27,878
$- 3,897
$- 1,424
$0
$0
$0
$0
$ 1,123
$ 53,454
$ 13,855
$ 1,460
$ 2,651
$ 1,844
$ 1,490
$ 309
$ 227
$ 31,618
$-69,453
$-634
$- 634
$0
$- 68,819
$0
$- 68,819
$- 27,878
$- 68,819
._----------_.-
September 2010
Line Item Value
VA105. $ 41,165
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Thrift Docket Print
Page 8 of31
thrift
Report
Docket: 06679
Name: thrift Docket Print
Location: Denver, CO Run Date: January 17, 2011, 8:53 PM
TFR Edit status: Complete TFR Reported Data Date: December 8, 2010
***** SENSmvE *****
Schedule VA -- Consolidated Valuation Allowances and Related Data
-
September 2010
Description
Line Item
Value
VAllS
$ 16,021
Transfers
VA125
$- 1,790
Recoveries
VA135
$ 99
Adjustments
VA14s
$0
Charge-offs
VA1ss
$14,448
Generai Valuation Allowances - Ending Balance
VA165
$41,047
Specific Valuation Allowances - Beginning Balance
VA10a
$ 5,556
Net Provision .for Loss
VA1l8
$ 3,325
Transfers
VA128
$ 1,790
Adjustments
VAl48
$0
Charge-offs
VA1s8
$ 2,924
Specific Valuation Allowances - Ending Balance
VA16S
$ 7,747
Total Valuation Allowances - Beginning Balance
VAllO
$46,721
VA120
$ 19,346
Recoveries
VA140
$ 99
Adjustments
VA150
$0
Charge-offs
VA160
$ 17,372
Total Valuation Allowances - Ending Balance
VA170
$4B,794
CHARGE-OFFS, RECOVERIES, SPECIFIC VALUATION ALLOWANCE ACTIVITY
GVA Charge-offs - Assets - Total
SUB2026
$14,448
VA46
$14,310
Construction - Total
SUB2030
$ 4,615
1-4 Dwelling Units
VA420
$ 1,096
VA430
$ 1,974
VA440
$ 1,545
Permanent - Total
SUB2041
$ 9,695
1-4 Dwelling Units Revolving Open-End Loans
VA446
$0
1-4 Dwelling Units - Secured by first Liens
VA4s6
$ 1,123
1-4 Dwelling Units - Secured by Junior Liens
VA466
$0
VA470
$ 1,840
VA480
$ 333
Land
VA490
$ 6,399
VA56
$91
Commercial Loans
VA520
$ 89
SUB2061
$2
Loans on Deposits
VAs10
$0
VAs16
$0
Education Loans
VAs30
$0
Auto Loans
VA540
$0
Mobile Home Loans
VAssO.
$0
mhtml:file:IIW:\Daly City Regional to be added 1-17-2011\Thrift ... 1117/2011
Thrift Docket Print
Page 90f31
financial Reporting' System
Thrift
Report
TFR Edit Status Date: ,December 9, 2010
***** SENsmVE *****
Schedule VA --- Consolidated Valuatlori Allowances and Related Data
---'-
September 2010
Description
UneItem
Value
Credit Cards
VA556
$2
Other
VA560
$0
VA60
$0
Real Estate - Construction
VA605
$0
Real Estate - 1-4 Dwelling Units
VA613
$0
Real Estate - Multifamily (5 or more) Dwelling Units
VA616
$0
Real Estate - Nonresidential (Except Land)
VA625
$0
Real Estate - Land
VA628
$0
Other Repossessed Assets,
VA630
$0
Other Assets
VA930
$47
GVA Recoveries - Assets - Total
SUB2126
$99
VA'!t7
$62
SUB2130
$ 39
1-4 Dwelling Units
VA421
$ 34
VA431
$0
VA441
$5
Permanent - Total
SUB2141
$ 23
1-4 Dwelling Units - Revolving Open-End Loans
VA447
$0
1-4 Dwelling Units - Secured by First Uens
VA457
$0
1-4 Dwelling Units - Secured by Junior Uens
VA467
$0
VA471
$0
NonreSidential Property (Except Land)
VA481
$2
Land
VA491
$ 21
Nonmorlgage Loans - Total
VA57
$12
Commercial Loans
VA521
$ 12
SUB2161
$0
Loans on Deposits
VA511
$0
VA517
$0
Education Loans
VA531
$0
Auto ,Loans
VA541
$0
Mobile Home Loans
VA551
$0
Credit Cards
VA557
$0
Other
VA561
$0
Other Assets
VA931
$ 25
SVA Provisions and Transfers from GVA - Assets - Total
SUB2226
$ 5,113
VA48
$ 5,01S
SUB2230
$ 1,065
1-4 Dwelling Units
VA422
$- 71
VA432
$0
NonreSidential Property
VA442
$ 1,136
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Thrift Docket Print
Page 10 of31
Thrift
Report
TFR Edit Status: Com plete TFR Reported Data Date: December 8, 2010
TFR Edit Status Date: December 9,2010
.......... SENsmVE ...... * ..
Schedule VA ---. Consolidated Valuation Allo_nces and Related Data
-----,,' . ,
-
Line Item
September 2010
Description
Value
Permanent - Total
5UB2241
$ 3,953
VA448
$0
1-4 Dwelling Units - Secured by First Liens
VA458
$0
VA468
$0
VA472
$ 231
VA482
$ 3,722
Land
VA492
$0
.-
VASa
$0
Comm.ercial Loans
VA522
$0
SU82261
$0
Loans on Deposits
VA512
$0
VA518
$0
Education Loans
VAS32
$0
Auto Loans
VA542
$0
Mobile Home Loans
VA552
$0
Credit Cards
VA558
$0
Other
VA562
$0
VA62
$0
VA606
$0
VA614
$0
VA617
$0
VA626
$0
Real Estate - Land
VA629
$0
VA632
$0
VA72
$0
Equity Investments Not Carried at Fair Value
VAa22
$0
Other Assets
VA932
$9S
Adjusted Net Charge-offs - Assets - Total
5U82326
$19,462
VA49
$19,266
SUB2330
$ 5,641
1-4 Dwelling Units
VA425
$ 991

$1,974
VA445
$ 2,676
Permanent - Total
SI:IB2341
$ 13,625
VA449
$0
1-4 Dwelling Units - Secured by First Liens
VA459
$ 1,123
VA469
$0
VA475
$ 2,071
VA485
$ 4,053
Land
VA495
$ 6,378
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Thrift Docket Print
Page 11 of31
Ai1andal Reporting System
Thrift
Report
Docket: 06679
Quarter of:, September 2010
OTS Region: western
TFR Edit Status Date: 'December 9,2010
***** SENsmVE *****
SChedule VA ___ COnsolidated Valuation Allowances an!, Relilted
-
September 2010
Description
Line Item Value
VAS9 $79
Commercial Loans
VA525 $77
SUB2361 $2
Loans on Deposits
VA515 $0
VA519 $0
, ,Education Loans
VA535 $0
Auto Loans
VA545 $0
Mobile Home Loans
VA555 $0
Credit Cards
VA559 $2
Other
VA565 $0
, Repossessed Assets - Total
VA6S $0
VA607 $0
VA615 ' $0
VA618 $0
VA627 $0
Real Estate - Land
VA631 $0
VA633 $0
VA7S $0
Equity Investments Not Carried at Fair Value
VA82S $0
Other Assets
VA93S $117
TROUBLED DEBT RESTRUCTURE,D
Amount this Quarter
VA940 $ 33,991
Amount In schedule SC Complying with Modified Terms
VA942 $ 39,993
MORTGAGE LOANS FORECLOSED IN QUARTER
Mortgage Loans Foreclosed During Quarter - Total
VA9S $12,822
Construction
VA951 $ 837
Permanent - 1-4 Dwelling Units
VA952 $ 1,989
Permanent - Multlfamllv (5 or more) Dwelling Units
VA953 $0
Permanent - Nonresidential (Except Land)
VA954 $ 2,480
Permanent - Land
VA955 $ 7,516
CLASSIFICATION OF ASSETS
Quarter End Balance - Spec;lal Mention
VA960 $ 60,263
Classified Assets - Quarter End Balance - Total
SUB2811 $ 348,241
Substandard
VA965 $ 342,508
Doubtful
VA970 $ 5,733
Loss
VA975 $0
Credit card Charge-Offs Related to Accrued Interest
VA979 $0
PURCHASED CREDIT-IMPAIRED LOANS
Outstanding Balanced (Contractual)
VA980 $0
Recorded Investment (Carrying Amt Before Ln loss Allow Deduct)
VA981 $0
mhtm1:file://W:\Daly City Regional to be added 1-17-2011\Tbrift ... 1117/2011
Thrift Docket Print
Thrift
Report
Schedule VA --- Consolidated Valuation ... and Related Data
Description
Line Item
Allowance Amount Included In ALLL (SC283, SC357)
VA985
Schedule PO --- Consolidated Past Oue and Nonaccrual
Description
Line Item
DELINQUENT LOANS
Delinquent Loans - Total
SUB2410
Mortgages - Total
SUB2421
Construction and Land Loans
SUB2430
Permanent Loans Secured by 1-4 Property
SUB2441
Permanent Loans Secured by All Other Property
SUB2450
Nonmortgages - Total
SUB2461
PAST DUE 1ft STILL ACCRUING
Past Due 1ft Still Accruing - Total
SUB2470
Past Due & Still Accruing - 30-89 Days" Total
POlO
SUB24B1
Construction
P01l5
Permanent:
Residential:
1-4 Dwelling Units:
PD121
P0123
SeCured by Junior Liens
PD124
PD12S
PD13S
Land
PD138
Nonmortgage Loans:
Commercial Loans
PD140
SUB2511
Loans on DepOSits
PD161
PD163
Education Loans
PD165
Auto Loans
PD167
Mobile Home Loans
PD169
Credit Cards
PDl71
Other
P0180
Memoranda:
Troubled Oebt Restructured Included In PDllS:PD1BO
PD190
Held for Sale Included in PDllS:PD180
PD192
Wholly/Partly Guaranteed by U.S. Incl in PDllS:PD180
PD195
Page 12 of31
September 2010
Value
$0
September 2010
Value
$ 121,214
$ 114,418
$ 36,259
$ 42,375
$ 58,219
$ 6,796
$ 59,045
$ 49,351
$ 47,031
$ 3,000
$0
$ 11,986
$0
$ 2,329
$ 15,506
$ 14,210
$ 2,320
$0
$0
$0
$0
$0
$0
$0
$0
$ 3,000
$ 11,700
$ 5,683
mhtml:file:/IW:\Daly City Regional to be added 1-17-20 l1\Thrift '" 1117/2011
Thrift Docket Print
Page 13 of31
Rnanelal Reporting System
Thrift
Report
Docket: 06679
.Locatlon: Denver, CO
Run Date: January 17,2011,8:53 PM
OTS Region: Western
Data: Regulatory ($Thousancls)
***** SENsmVE *****
SChedule PD --- Past Due and Nonaccrual
September 2010
Description
Line Item Value
Guaranteed Portion Inci In PD195,Excl Rebooked GNMA!;
PD196 $ 2,492
Rebooked GNMA!; Inci In PD195
PD197 $ 2,672
Past Due. Stili Accruing - 90 Days or More - Total
PD20 $ 9,694
sUB2491 $ 9,694
Construction
PD215 $0
Permanent:
Residential:
1-4 Dwelling Units:
Revolving Loans
PD221 $0
PD223 .$ 9,694
Secured by Junior Liens
PD224 $0
PD225 $0
PD235 $0
Land
PD238 $0
Nonmortgage Loans:
Commercial Loans
PD240 $0
sUB2521 $0
Loans on Deposits
PD261 $0
PD263 $0
Education Loans
PD265 $0
Auto Loans
PD267 $0
Mobile Home Loans
PD269 $0
Credit Cards
PD271 $0
Other
PD280 $0
Memoranda:
Troubled Debt Restructured Included In PD215:PD280
PD290 $0
Held for Sale Included in PD215:PD280
PD292 $ 9,194
Wholly/Partly Guaranteed by U.S. Inclln PD215:PD280
PD295 $ 9,194
Guaranteed Portion Inclln PD295,Exci Rebooked GNMA!;
PD296 $ 2,346
Rebooked GNMA!; Inci In PD295
PD297 $ 6,603
NONACCRUAL
Nonaecrual - Total
PD30 $ 62,169
sUB2501 $ 57,693
Construction
PD315 $ 10,824
Permanent:
Residential:
1-4 Dwelling Units:
PD321 $0
Secured by Arst Liens
PD323 $ 20,695
PD324 $0
mhtm1:file:/IW:\Daly City Regional to be added 1-17-2011\Thrift ... 1/17/2011
Thrift Docket Print
Page 14 of31
Thrift
Report
Docket: 06679
OTS Region: Western
Schedule PD --- Consolidated Past Due and Nonaccrual
__ .,'',','' ... ,_._.,... ...,,,,,_.m,"'NW,"U.'V .. -_W."""'Nh"'_,.,,,".".,.w.-,,-'''''''''W __ __ ....... ..m"'._',. ..
September 2010
Value
Description
Land
Nonmortgage Loans:
Commercial Loans
Loans on Deposits
Home Improvement LOiilns
Education Loans
Auto Loans
Mobile Home Loans
Credit Cards
Other
Memoranda:
Troubled Debt Restructured Included in PD315:PD380
Held for Sale Included in PD315:PD380
Wholly/Partly Guaranteed by U.S. Incl in PD315:PD380
Guaranteed portion Incl in PD395,Exci Rebooked GNMAs
Rebooked GNMAs Incl in PD395
LOANS IN PROCESS OF FORECLOSURE
Loans in Process of Foreclosure - Total
Construction Loans
1-4 Dwelling Units:
Land Loans
Line Item
PD325
PD335
PD338
PD340
SUB2531
PD361
PD363
PD365
PD367
PD369
PD371
PD380
PD390
PD392
PD395
PD396
PD397
PD40
PD415
PD421
PD423
PD424
PD425
PD435
PD438
Description line Item
HIGH LTV LOANS SECURED BY 1-4 &. MULTIFAMILY WITHOUT PMI OR GOVT GUARANTEE
Balances at Quarter-end - Total SUB5100
1-4 Dwelling Units - 90% up to 100% LTV LD110
Multifamily (5 or more) Dwelling Units - 90% up to 100% LTV LD1l1
1-4 Dwelling Units - 100% and greater LTV
Multifamily (5 or more) Dwelling Units - 100% and greater LTV
Past Due and Nonaccrual Balances - Total
LD120
LD121
SUB52S0
$ 2,079
$ 15,870
$ 8,225
$ 3,996
$ 480
$0
$0
$0
$0
$0
$0
$ 480
$ 10,482
$ 10,827
$ 897
$ 887
$0
$ 25,274
$ 6,755
$0
$ 13,402
$0
$0
$ 5,117
$0
September 2010
Value
$ 17,036
$ 221
$ 4,822
$ 191
$ 11,802
$ 4,469
mhtm1:file:!!W : \Daly City Regional to be added 1-17-2011\ Thrift ... 111712011
Thrift Docket Print
Finandal Reporting System
Thrift
Report
Docket: 06679
location: Denver, CO
OTS Region: Western
TFR Reported Data Date: December S, 2010
TFR Edit Status Date: December 9, 2010 Version: Print [Screen Version]
Schedule LD -- Loan Data
Description
Past Due and StIli Accruing - Total
Past Due and Still Accruing - 30-89 Days - Total
1-4 Dwelling Units - 90% up ,to 100% LTV
***** SENsmVE *****
Multifamily (5 or more) Dwelling Units - 90% up to 100% LTV
Past Due and Still Accruing - 90 Days or More - Total
1-4 Dwelling Units - 90% up to 100% LTV
Ml,lItlfamlly (5 or more) DwelliRg .Unlts - 90% up to 100% LTV
Nonaecrual - Total
Net Charge-offs - Total
1-4 Dwelling Units - up to 100% LTV
Purchases - Total
Multifamily (5 or more) Dwelling Units -90% up to 100% LTV
Originations - Total
1-40welling Units - 100% and greater LTV
Sales - Total
supplementai Loan Data for All Loans
1-4 Dwelling Units Construction-to-Permanent Loans
Owner-Occupied Multifamily Permanent Loans
Owner-Occupied Nonresidential Property (Except Land) Permanent Loans
Line Item
SUBS240
SUB5210
LD210
LD211
LD220
LD221
SUB5220
LD230
LD231
LD240
LD241
SUB5230
LD250
LD251
LD260
LD261
SUB5300
LD310
LD311
LD320
LD321
SUB5320
LD410
LD411
LD420
LD421
SUBS330
LD430
LD431
LD440
LD441
. SUB5340
LD450
LD451
LD460
LD461
LD510
LD520
LD530
Page 15 of31
--
September 2010
Value
$ 2,329
$ 2,329
$0
$0
$0
$ 2,329
$0
$0
$0
$0
$0
$ 2,140
$0
$ 2,079
$ 61
$0
$1,915
$ 75
$ 1,840
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$ 307,085
mh1ml:file://W:\Daly City Regional to be added 1-17-2011\Tbrift ... 1117/2011
Thrift Docket Print
Thrift
Report
Schedule LD --- Loan
Description
1-4 Dwelling Units Option ARM Loans
1-4 Dwelling Units ARM Loans with Negative Amortization
Total Capitalized Negative Amortization
Construction Loans with Capitalized Interest
Construction Loans on 1-4 Dwelling Units with Capitalized Interest
Capitalized Ints on Constr Lns on 1-4 Dwell Units Inclln Current Qtr Inc
Construction Lns on Multifam (5 or more) Dwell Units with Capitalized Int
Line Item
LD610
LD620
LD650
LD710
LD715
LD720
Capitalizd lnts on Multifam (5 or more) Dwell Units lncl in Current Qtr Inc LD725
Construction Lns on Nonresidential Prop (Except Land) with Capitalized lnt LD730
Cap lnts on Constr. Lns on Nonres Prop (Except Land) Incl in Current Qtr Inc LD735
Collaterized Debt Obligations, Collateralized Loan Obligations, and Comm Mortgage-Backed Securities
Collaterized Debt Obligations: Carrying Value LD750
Collaterlzed Debt Obligations: Market Value
Collaterized Loan Obligations: Carrying Value
Collaterized Loan Obligations: Market Value
Commercial Mortgage-Backed Securities: Carrying Value
Commercial Mortgage-Backed Securities: Market Value
Schedule CC .-- Consolidated Commitments and
Description
Undisbursed Balance of Mtge Lns Closed (LJ;P Excl LoC)-Total
Mortgage Construction Loans
Other Mortgage Loans
UndiSbursed Balance of Nonmort!l.age Loans Closed
Commitments Outstanding to Originate Mortgages - Total
1-4 Dwelling Units
All Other Real Estate
Commitments Outstanding to Originate Nonmortgage Loans
Commitments Outstanding to Purchase Loans
commitments Outstanding to Sell Loans
Commitments Outstanding to Purchase Mortgage-Backed Secs
Commitments Outstanding to Sell Mortgage-Backed Securities
Commitments Outstanding to Purchase InvestmentSecurities
Commitments Outstanding to Sell Investment Securities
Unused LInes of Credit - Total
Revolving, Open-End Loans on 1-4 Dwelling Units
Commercial Lines
Open-End Lines - Total
LD755
LD760
LD765
LD770
LD775
Line Item
SUB3380
CC105
CC115
CC125
SUB3330
CC280
CC290
CC300
CC310
CC320
CC330
CC335
CC355
CC365
CC375
SUB3361
CC412
CC420
SUB3362
Page 16 of31
September 2010
Value
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
",,.
September 2010
Value
$ 7,633
$ 7,611
$ 22
$ 734
$ 42,S42
$0
$0
$ 42,542
$ 8,444
$0
$0
$'0
$0
$0
$0
$ 39,179
$ 800
$ 38,379
$ 652
mhtml:f:tle:/IW:\Daly City Regional to be added 1-17-2011\Tbrift... 1117/2011
Thrift DocketPrint
Flnandal Reporting System
Thrift
Report
Location: Denver, CO Run Date: January 17, 2011, B:53 PM
TFR Edit Status: Complete TFR Reported Data Date: December B, 2010
Schedule CC --- and COntingencies
Description
Credit Cards - Consumer
Credit Cards - Other
Other
t.etters of Credit (Excluding Items on CC465 CC468) - Total
Commercial
Standby, Not Included on CC465 or CC468
Prln Amt of Assets Covered by Recourse ObUg/Dlrect Cr Subs
Amount of Direct Credit Substitutes on Assets In CC455
Amount of Recourse Obligations on Assets In CC455
Amount of Recourse Obligations on Loans in CC468 - Total
120 Days or lI!SS
Greater than 120 Days
Other Contingent Liabilities
Contingent Assets
Schedule CF --- COnsolidated cash Flow Information
Description
Mortgage-Backed securities:
Pass-Through:
Purchases
Sales
Other Mortgage-Backed Securities:
Purchases
Sales
Mortgage-Backed Securities
Purchases - Total
Sales - 'rotal
Net Purchases - Total
Mortgage Loans Disbursed - Total
Construction Loans - Total
1-4 Dwelling Units
Nonresidential
Permanent Loans - Total
1-4 Dwelling Units
Home Equity and Junior Liens
Line Item
CC423
CC424
CC425
SUB3390
CC430
CC435
CC455
CC465
CC46B
SUB3391
CC469
CC471
CC4BO
CC490
Line Item
CF143
CF145
CF14B
CF153
CF155
CF15B
SUB3811
SUB382.1
SUB3826
SUB3831
SUB3B40
CF190
CF200.
CF210
SUB3851
CF225
CF226
CF245
Page 17 of31
september 2010
Value
$0
$0
$ 652
$ 6,070
$0
$ 6,070
$ 130,057
$ 125,4B3
$ 4,574
$ 4,575
$ 3,9B3
$ 592
$0
$0
--
September 2010
Value
$ 29,B25
$0
$- 20,140
$0
$0
$- 26,116
$ 29,825
$0
$ 29,825
$ 33,370
$ 6,756
$ 1,378
$ 615
$ 4,763
$ 26,614
$ 6,551
$ 1,771
$0
mhtm1:file://w:\Daly City Regional to be added 1-17-201 i\Thrift ... 1117/2011
Thrift Docket Print
Page 18 of31
Rnancial Reporting System
Thrift
Report
Docket: 06679
OTS Region: Western
Data: Regulatory
***** SENsmVE *****
Schedule CF -- Consolidated Cash Flow Information
September 2010
Description
Line Item Value
Nonresidential (Except Land)
CF260 $ 19,547
Land
CF270 $ 516
Loans and Participations purchased, secured By - Total:
SUB3880 $1,737
1-4 Dwelling Units
CF280 $ 1,737
Purchased from Entities Other than Fed Insured Depository or Subsidiaries
CF281 $ 1,737
CF282 $0
CF290 $0
Nonresidential
CF300 $0
Loans and Participations Sold, secured By - Total
SUB3890 $14,817
'1-4 Dwelling Units
CF310 $ 157
CF311 $0
CF320 $0
Nonresidential
CF330 $ 14,660
Net Purch_ (Sales) of Loans and participations - Total
SUB3885 $-13,080
Memo - Refinancing Loans
CF361 $0
Memo - Loans Sold with Recourse - Total
SUB3886 $0
120 Days or Less
CF365 $0
Greater than 120 Days
CF366 $0
Nonmortgage Loans:
Commercial:
Closed or Purchased
CF390 $ 24,273
Sales
CF395 $ 2,394
Consumer:
Closed or Purchased
CF400 $ 342
Sales
CF405 $0
Nonmortgage Loans Closed or purchased - Total
SUB3910 $ 24,615
Nonmortgage Loans - Sales - Total
SUB3915 $ 2,394
Net Purchases (Sales) of Nonmortage Loans - Total
SUB3919 $ 22,221
Deposits:
Interest Credited to Deposits
CF430 $ 3,154
_______________________________________________ __
SePte'';be;201O
Description
Total Broker - Originated Deposits
Fully Insured: With Balances Less than $100,000
Fully insured: Balances of $100,000 through $250,000
Other
Interest Expense for Fully Insured Brokered Deposits
Interest Expense for Other Brokered Deposits
Deposits Retirement Accounts) with Balances
Line Item
SUB4061
DIlOO
DI102
DIll0
DI114
DI116
Value
$ 51,906
$ 10,176
$ 41,730
$0
$482
$0
mhtm1:file://W:\Daly City Regional to be added 1-17-2011\Thrift... 1117/2011
Thrift Docket Print
Flnandal Reporting System
Thrift
Report
Location: Denv.er, CO Run Date: January 17, 2011, 8:53 PM
. TFR Edit status: Complete TFR Reported Data Date: December 8, 2010
TFR Edit status Date: December 9, 2010
DI --- Consolidated Deposit Information
Description
$250,000 or Less
Greater than $250,000
Number of Deposit Accounts (Excluding Retirement Accounts) with Balances
$250,000 or Less
Retirement Deposits with Balances
$250,000 or Less
. Greater than $250,000
Number of Retirement Deposit Accounts with Balances
$250,000 or Less
Deposit Accounts ($) - Total
Deposit Accounts (#) - Total
IRA/Keogh Accounts
Uninsured DepositS
Preferred Deposits
Reciprocal Brokered Deposits
Transaction Accounts (Including Demand Deposits)
Money Market Deposit Accounts
Passbook Accounts (Including Nondemand Escrows)
Time Deposits
Time Deposits of $100,000 through $250,000 excluding Brokered Time Deposits
Time Deposits of $250,000 or Greater
IRA/Keogh Accounts of $100,000 orGreater Included In Time Deposits
Average Daily Deposits Totals
Fully Insured Brokered Time Deposits
Other Brokered Time Deposits
Non-Interest-Bearing Demand Deposits
Total Deposit Liabilities Before ExclUSions (Gross)
Total Allowable Exclusions (Including Foreign Deposits)
Total Foreign Deposits (Included In Total Allowable Exclusion)
UnseCUred Federal Funds Purchased
Secured Federal Funds Purchased
Securities Sold Under Agreements to Repurchase
One Year or Less
Over One Year
One Year or Less
Over One Year
Total Dally Average Deposit Liabilities Before Exclusions (Gross)
Total Daily Average Allowable Exclusion (Including Foreign Deposits)
UneItem
01120
01130
01150
01160
01170
01175
01180
01185
SUB4063
SUB4062
01200
01210
01220
01230
01310
01320
01330
01340
01350
01352
01360
01544
01545
01610
01510
01520
01530
01630
01635
01641
01645
01651
01655
01660
01540
01550
Page 19 of31
September 2010
Value
$ 995,123
$ 647,213
8,347
138
$ 9,767
$0
223
0
$ 1,652,103
8,708
$ 9,767
$ 26,830
$0
$ 47,700
$ 92,740
$ 673,500
$ 558,662
$ 326,427
$ 207,272
$ 16,071
$0
$ 89,373
$0
$ 41,744
$ 1,652,103
$0
$0
$0
$0
$ 85,781
$ 8,404
$0
$0
$0
$1,723,867
$0
mhtml:file://W:\Daly City Regional to be added 1-17-2011 \Thrift... 1/17/2011
Thrift Docket Print
Thrift
Report
Schedule 01 --- Consolidated Deposit Information
Description
Total Daily Avg Forgn Dep (Included in Tot Dally Avg of Allow Exclusions)
Avg Daily Amt of Nonlnterest-bearing Transaction Accts More than $250,000
Avg Daily No. of Noninterest-bearing Transaction Accts More than $250,000
Description
Number of Full-time Equivalent Employees
Financial Assets Held for Trading Purposes
FinanCial Assets C"rried at Fair Value Through Earnings
Financial Liabilites Carried at Fair Value Through Earnings
Available-for-Sale Securities
Assets Held for Sale
Loans Serviced for Others
Pledged Loans
Pledged Trading Assets
ReSidual Interests In the Form of Interest-Only Strips
Other ReSidual Interests
First month of Qtr
Second month of Qtr
Third month of Qtr
Percent of Assets Test
Do you meet the DBLA business operations test?
Aggregate Investment in Service Corporations
Aggregate amount of all extensions of credit
No. of exec officers .. with credit> $500K/5% unimpaird cap
Savings Assoc Equity Capital, Beginning Balance
Net Income (Loss) Attributable to Savings Association (5091)
Dividends Declared
Preferred Stock
Common Stock
Stock Issued
Stock Retired
Capital Contributions (Where No Stock Is Issued)
New BasiS Accounting Adjustments
Other Comprehensive Income
Prior Period Adjustments
Other Adjustments
Total Savings Association Equity Capital, Ending Balance (SC80)
Qtr Activity of Covered Transacts w/Affil Subj to Limits
line Item
01560
01570
DI575
Line Item
51370
51375
51376
51377
51385
51387
51390
51394
51395
51402
51404
51581
51582
51583
51585
51586
SI588
51590
51595
SI600
51610
S1620
51630
51640
51650
51655
51660
SI662
51668
51671
SI680
51750
Page 20 of31
September 2010
Value
$0
$ 294,092
143.00
September 2010
Value
161
$0
$0
$0
$ 190,616
$ 262,246
$ 142,803
$ 511,739
$0
$0
$ 25
71.11%
70.51%
72.16%
0.00%
No
$0
$0
0
$ 159,776
$- 36,658
$0
$0
$0
$0
$ 155
$0
$- 2,318
$0
$0
$120,955
$0
mhtml:file:IIW:\Daly City Regional to be added 1-17-2011\Thrift ... 1117/2011
Thrift Docket Print
Thrift
Report
Schedule 51 --- Consolidated -:: Information
Description
Qtr Activity of Covered Transacts w/Affil Not Subj to Limits
Assets Covered by FDIC Loss':'Sharing Agreements
Carrying Amount of Covered
Loans and Leases
Real Estate Owned
Debt Securities
Other Assets
Total Assets Managed of Proprietary Mutual Funds/Annuities
Total Assets
DepOSits & Investments Excluding Non-Interest-Earning Items
Mortgage Loans and Mortgage-Backed Securities
Nonmortgage Loans
Deposits and Excrows
Total Borrowings
Act as trustee/custodian for IRA, HSA, other acet invested in non-dep prod?
Provide custody, safekeeping, othr service accept/sale/purch of securities?
Engage In third party broker arrangements to sell securities prod/services?
Sweep dep fund to Invest manag comp reg ICA holdout as a money market fund?
Schedule SQ --- Consolidated Supplemental Questions
__ .... __ ''A-w_'''"_'. ..
Description
Fiscal Year-End
Nature of Work Code performed by CPA this fiscal year
Independent CPA Changed During Quarter?
Any Outstanding Futures or Options Positions?
Does Association Have Subchapter S in effect this year?
If consol in another TFR, docket # of Parent Svgs Assn
If consol in Call Report, FDIC Cert # of Parent Bank
If Internet web page, Main Internet Page Address
http://www.uwbank.com
Provide transactional Internet banking to customers?
Description
Do you have any small business loans to report in this sched?
Do you have any farm or agriculture loans?
Are all your commercial loans $100,000 or less?
Number of Loans on SC260
Number. of Loans on SC300, SC303, and SC306
Line Item
S1760
SI770
SI772
SI774
. SI776
SI815
SI870
SI875
SI880
SI885
SI890
SI895
SI901
SI905
SI911
SI915
Line Item
SQ270
SQ280
SQ300
SQ310
SQ320
SQ410
SQ420
SQ530
SQ540
Line Item
S6010
S6100
56110
S6200
S6210
Page 21 of31
September 2010
Value
$ 5,177
$0
$0
$0
$0
$0
$ 2,050,401
$ 233,284
$ 1,611,742
$ 158,944
$ 1,695,158
$ 257,583
No
No
No
No
September 2010
Value
December
10
No
No
No
o
o
Yes
September 2010
Value
Yes
No
No
o
o
mhtn1I:file:/IW:\Daly City Regional to be added 1-17-2011\Thrift ... 1117/2011
Thrift Docket Print
Thrift
Report
Version: Print (Screen Version]
Description
Nonfarm Mtges Orig. at $100,000 or less - Number
Nonfarm Mtges Orig. at $100,000 or less - Outstd Bal
Nonfarm Mortg Orig. at $100-250,000 - Number
Nonfarm Mortg Orig. at $100-250,000 - Outstd Bal
Nonfarm Mortg Orig. at $250,000 - $1 million - Number
Nonfarm Mortg Orig. at $250,000 - $1 mill. - Outstd Bal
Nonfarm Comml Lns Orlg at $100,000 or Less- Number
Nonfarm Comml Lns Orig at $100,000 or Less - Outstd Bal
Nonfarm Comml Lns Orig at $100-250,000 - Number
Nonfarm Comml Lns Orig at $100-250,000 - Outstd Bal
Nonfarm Comml Lns Orig at $250,000 - $1 mill. - Number
Nonfarm Comml Lns Orig at $250,000 - $1 mill. - Outst Bal
Farm Mortgages-Orig at $100,000 or Less - Number
Farm Mortgages Orig at $100,000 or Less - Outstd Bal
Farm Mortgages Orig at $100-250,000 - Number
Farm Mortgages Orig at $100-250,000 - Outstd Bal
Farm Mortgages Orig at $250,000 - $500,000 - Number
Farm Mortgages Orig at $250,000 - $500,000 - Outstd Sal
Farm Nonmtge Loans Orig at $100,000 or Less - Number
Farm Nonmtge Loans Orig at $100,000 or Less - Bal.
Farm Nonmtge Loans Orig at $100-250,000 - Number
Farm Nonmtge Loans Orig at $100-250,000 - Outstd Bal
Farm Nonmtge Loans Orig at $250,000 - $500,000 - No.
Farm Nonmtge Loans Orlg at $250,000 - $500,000 - Bal.
Schedule FS --- and Related Services
Description
FIDUCIARY AND RELATED SERVICES
Does your institution have fiduciary powers?
Do you exercise the fiduciary powers you have been granted?
Do you have any activity to report on this schedule?
FIDUCIARY AND RELATED SERVICES
Total Assets ($) - Fiduciary, Custody.& Safekeeping Accounts
Managed Assets ($) - Total Fiduciary Accounts
Personal Trust and Agency Accounts
Retirement-related Trust and Agency Accounts - Total
Employee Benefit - Defined Contribution
Employee Benefit - Defined Benefit
Other Retirement Accounts
lineltem
5B300
5B310
5B320
5B330
5B340
5B350
5B400
58410
56420
58430
5B440
5B450
5B500
5B510
5B520
5B530
5B540
5B550
5B600
5B610
5B620
56630
56640
5B650
Line Item
FSllO
F5120
FS130
SUB6150
FS20
F5210
5UB6100
F5220
F5230
FS240
Page 22 of31
September 2010
Value
38
$ 1,624
93
$ 11,761
321
$ 128,209
138
$ 3,775
79
$ 10,578
91
$ 26,548
o
$0
o
$0
o
$0
o
$0
o
$0
o
$0
September 2010
Value
Yes
No
No
$0
$0
$0
$0
$0
$0
$0
mhtml:fIle:IIW:\Daly City Regional to be added 1-17-2011\Thrift ... 1117/2011
Thrift Docket Print
financial Reporting System
Thrift
Report
TFREdit Status: Complete TFR Reported Data Date: December 8, 2010
Schedule FS --- and Related
Description
Corporate Trust and Agency Accounts
Investment Management and Investment Advisory Agency Accounts
Foundations and Endowments
Other Fiduciary Accounts
Managed Assets ($) - IRAs, HSAs, and Similar Accounts
Managed Assets ($) - Assets Exci in OTS Assess Complex Comp
Nonmanaged Assets ($) - Total Fiduciary Accounts
Nonmanaged Assets ($) - Custody and Safekeeping Accounts
Nonmanaged Assets ($) - IRAs, HSAs, and Similar Accounts
Nonmanaged Assets ($) - Assets Ex in OTS Assess Complex Comp
Managed Assets (#) - Total Fiduciary Accounts
Managed Assets (#) - IRAs, HSAs, and Similar Accounts
Nonmanaged Assets (#) - Total Fiduciary Accounts
Line Item
FS250
FS260
FS264
FS270
FS234
FS290
FS21
FS211
SUB6110
FS221
FS231
FS241
FS251
FS261
FS265
FS271
FS280
FS235
FS291
FS22
FS212
SUB6120
FS222
FS232
FS242
FS252
FS262
FS266
FS272
FS236
FS23
FS213
SUB6130
FS223
FS233
FS243
FS253
FS263
FS267
FS273
Page 23 of31
September 2010
Value
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
mhtm1:flle:IIW:\Daly City Regional to be added 1-17-2011\Thrift ... 1117/2011
Thrift Docket Print
Page 24 of31
Thrift
Report
Schedule FS ___ .".1, , and Related Services
September 2010
Description
Line Item
Value
Nonmanaged Assets (#) - Custody and Safekeeping Accounts
FS281
0
Nonmanaged Assets (#) - lRAs, HSAs, and Similar Accounts
FS237
0
FIDUCIARY AND RELATED SERVICES INCOME (CALENDAR YEAR-TO-DATE),
YTD - Income - Total Gross Fiduciary .. Related Services
FS30
$0
FS310
$0
SUB6200
$0
FS320
$0
FS330
$0
FS340
$0
FS350
$0
FS360
$0
FS365
$0
FS370
$0
Custody and Safekeeping Accounts
FS380
$0
Other Fiduciary and Re.lated Services
FS390
$C)
YTD - Expenses - Fiduciary and Related Services
FS391
$0
YTD - Net; Losses from Fiduciary and Related Services
FS392
$0
YTD -Intracompany Inc Credits for Fiduciary/Related Service
FS393
$0
YTD - Income - Net Fiduciary and Related Services Income
FS35
$0
FIDUCIARY MEMORANDA
Total Managed Assets in Personal Trust and Agency, Invest Mng Agency Accts
FS40
$0
Non-Interest-Bearing Deposits
FS410
$0
Interest-Bearing Deposits
FS415
$0
U.S. Treasury and U.S. Government Agency Obligations
FS420
$0
State, County and Municipal Obligations
FS425
$0
Mutual Funds - Total
SUB6140
$0
Money Market
FS428
$0
Equity
FS431
$0
Other
FS437
$0
Common Trust Funds and Collective Investment Funds
FS463
$0
Other Short-term Obligations
FS434
$0
Other Notes and Bonds
FS440
$0
Investments in Unregistered Funds and Private Equity Investments
FS466
$0
Other Common and Preferred Stock
FS445
$0
Real Estate Mortgages
FS450
$0
Real Estate
FS455
$0
Miscellaneous Assets
FS460
$0
Total Managed Assets In Employee Benefits and Retirement Related Accounts
FS41
$0
FS411
$0
FS416
$0
mhtm1:file://W:\Daly City RegionalCounsel\uw:Bl&inbits to be added 1-17-2011\Thrift... 1117/2011
Thrift Docket Print
Thrift
Report
Docket: 06619
OTS Region: Western
TfR Edit Status Date: December 9,2010
Description
U.S. Treasury and U.S. Govemment Agency Obligations
Money Market
Equity
Other
Real Estate
Total Managed Assets in Other Accounts
U.S. Treasury and U.S. Government Agency Obligations
Money Market
Equity
Other
Real Estate
Invest of Manag Fid Accts in Advised/Sponsor Mutual Funds - Manag Assts
Invest of Manag Fid Accts in Advised/Sponsor Mutual Funds - No. Manag Accts
Corporate Trust and Agency Accounts - No. of Issues - Total
Corporate and Municipal Trusteeships
Issues Reported in FS510 and FS515 that are in Default
Transfer Agent/Registrar/Paying Agent/Other Corp Agncy
Corp Trust/ Agency Accts - Amt Outst - Corp/Muni Trusteeships
Corp Trust/ Agency Accts - Amt Outst-Defaults from Corp/Munl Trusteeships
Number of Funds - Total Collective Investment Funds
Line Item
FS421
FS426
SUB6141
FS429
FS432
FS438
FS464
FS435
FS441
FS467
FS446
FS451
FS456
FS461
FS42
FS412
FS417
FS422
FS427
SUB6142
FS430
FS433
FS439
FS465
FS436
FS442
FS468
FS447
FS452
FS457
FS462
FS495
FS496
SUB6300
FS510
FS516
FS520
FSS15
FS517
FS60
Page 25 of31
,
September 2010
Value
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
0
0
0
0
0
$0
$0
0
mhtml:fi1e://W :\Daly City Regional Counsel\lJWI9ffufJribits to be added 1-17-2011 \ Thrift ... 1117/2011
Thrift Docket Print
Thrift
Report
Run Date: lanuary 17, 2011, 8:53 PM
Description
Domestic Equity
International/Global Equity
Stock/Bond Blend
Taxable Bond
Municipal Bond
Short-Term Investments/Money Market
Specialty/Other
Market Value - Total Collective Investment Funds
Domestic Equity
International/Global Equity
Stock/Bond Blend
Taxable Bond
Municipal 80nd
Short-Term Investments/Money Market
Specialty/Other
FIDUCIARY SETTLEMENTS, SURCHARGES .. OTHER LOSSES (CALENDAR YTD)
Managed Accts - Total Fid Settlements/Surcharges/Othr Losses
Retirement-Related Trust and Agency Accounts
Investment Management and Advisory Agency Accounts
Other Fiduciary Accounts and Related Services
Nonmanaged Accts - Tot Fid Settlements/Surcharges/Otr Losses
Total Fid Settlements/Surcharges/Otr Losses - Recoveries
Lineltem
FS610
FS620
FS630
FS640
FS6S0
FS660
FS670
FS65
FS615
FS625
FS635
FS645
FS65S
FS665
FS67S
FS70
FS710
FS720
FS730
FS740
FS71
FS711
FS721
FS731
FS741
FS72
FS712
FS722
FS732
FS742
Page 26 of31
September 2010
Value
0
0
0
0
0
0
0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
Schedule CCR --- Consolidated Capital Requirement
. c . . __ . .,_," .. . "__ _ __ __ ___ ____ ... .. .._ . __ ..",. ___ .. , ..
Description
nER 1 (CORE) CAPITAL REQUIREMENT
Total Equity Capital (SC84)
Equity Capital Deductions - Total
Investments In, Adv to, and Noncontrolling Interests In Nonlncludable Subs
Goodwill and Certain Other Intangible Assets
Line Item
CCR100
SUB1631
CCRi05
CCR11S
September 2010
Value
$ 120,960
$0
$0
$0
mhtml:file:IIW:\Daly City Regional to be added 1-17-2011 \Thrift ... 1117/2011
Thrift Docket Print
Page 27 of31
Thrift
Report
Docket: 06679
OTS Region: Western
TFR Edit Status Date: December 9, 2010 Version: Print [Screen VerSion]
***** SENSI11VE *****
Schedule CCR --- consolidated capital Requirement
September 2010
Description
Line Item Value
Disallowed Servlcing/Deferd Tax/Resld Interests/Othr Assets
CCR133 $0
Other
CCR134 $0
Equity capital Additions -Total
SUB1641 $ 6,581
Accum Losses (Gains) on Certain Securities and Cash Flow Hedges,
CCR180 $ 6,581
Intangible Assets
CCR185 $0
Other
CCR195 $0
ner 1 (Core) Capital
CCR20 $127,541
Total Assets (SC60)
CCR205 ,$ 2,050,651
Asset Deductions - Total
SUB1651 $0
Assets of "Non includable" Subsidiaries
CCR260 $0
Goodwill and Certain Other Intangible Assets
CCR265 $0
Disallowed Servlcing/Deferd TaX/Resld Interests/Othr Assets
CCR270 $0
Other
CCR275 $0
Asset Additions - Total
SUBi661 $ 6,581
Accum Losses (Gains) on Certain Securities and cash Flow Hedges
CCR280 $ 6,581
Intangible Assets
CCR285 $0
Other
CCR290 $0
Adjusted Total Assets
CCR25 $ 2,057,232
Tier 1 (Core) Capital Requirement (CCR25*4'M1)
CCR27 $164,579
TOTAL RISK-BASED CAPITAL REQUIREMENT
Tier 1 (core) Capital
CCUO $127,541
Tier 2 Capital - Unrealized Gains on AFS Equity Securities
CCR302 $0
Tier 2 Capital - Qualfying Sub Debt & Redeem Preferred Stock
CCR310 $0
Tier 2 Capital - Other Equity Instruments
CCR340 $0
Tier 2 Capital - Allowances for Loan and Lease Losses
CCR350 $ 17,585
Tier 2 Capital - 'Other
CCR355 $0
ner 2 (Supplementary) Capital
CCU3 $17,585
Allowable ner 2 (supplementary) Capital
CCU5 $17,585
Equity Investments & Other Assets Required to be Deducted
CCR370 $0
Deduction for Low-Level Recourse and Residual Interests
-
CCR375 $ 37,053
Total Risk-Based Capital'
CCU9 $108,073
0% R/W Category - Cash
CCR400 $ 1,432
0% R/W Category - Securities Backed by U.S. Government
CCR405 $ 286,714
0% R/W Category - Notes/Obllg of FDIC, Incl Covered Assets .
CCR409 $ 52
0% R/W Category - Other
CCR415 $ 169,314
0% R/W Category - Assets Total
CCR420 $ 457,512
O'MI Risk-weight Total for R(B Capital (CCR420 x O'MI)
, CCR40 $0
20% R/W Category - Mtge/Asset-Backed Sees Elig for 20% R/W
CCR430 $ 39,659
20% R/W category - Claims on FHLBs
'CCR435 $ 9;664
20% R/W q.tegory - General Obligations of State/Local Govts
CCR440 $0
mhtm1:file://W:\Daly City Regional to be added ... 1117/2011
Thrift Docket Print
Finandal Reporting System
Thrift
Report
Docket: 06679
OTS Region: Western
TfR Edit Status: Complete
TfR Edit Status Date: December 9, 2010
Schedule CCR -- COnsolidated capital Requirement
Description
20% R/W Category - Claims on Domestic Depository lnst
20% R/W category - Other
20% R/W category - Assets Total
20% Risk-Weight Total for RIB capital (CCR4S5x20%)
. 50% R/W category - Qualifying Single-Fam Residential Mtges
50% R/W category - Qualifying Multifamily Residential Mtges
50% R/W category - Mtge/Asset-Backed Sees Elig for 50% R/W
50% R/W category - State &. Local Revenue Bonds
50% R/W Category - Other
50% R/W Category - Assets Total
50% Risk-Weight Total for RIB capital (CCR485 x 50%)
100% R/W Category - Sees at 100% w/Ratlngs-Based Approach
100% R/W Category - All Other Assets
100% R/W category - Assets Total
100% Risk-Weight Total for RIB Capital (CCRSI0xl00%)
Amt of Low-Level Recourse &. Resid lnts Bef Risk-Weighting
R/W Assets for Low-Level Recourse/Resld Ints(CCR605x12.5)
Assets to Risk-Weight
Subtotal Risk-Weighted Assets
Excess Allowances for Loan and Lease Losses
Total Risk-Weighted Assets
Total Risk-Based capital Requirement (CCR78 x 8%)
CAPITAL. PROMPT CORRECTIVE ACTION RATIOS
Tier 1 (COre) capital Ratio
Total Risk-Based capital Ratio
Tier 1 Risk-Based Capital Ratio
Tangible Equity Ratio
Description
ASSETS
Total Assets Measured at fV on a Recurring BasiS - Level 1
Federal Funds Sold &. Securities Purchased Under Agreement to Resell
Trading Securities
Loans and Leases
Mortgage Servicing Rights
Derivative Assets
All Other Financial Assets
Line Item
CCR445
CCR450
tCR455
CCR45
CCR460
CCR465
CCR470
CCR475
CCR480
CCR485
CCRSO
CCR501
CCR506
CCR510
CCRS5
CCR605
CCR62
CCR64
CCR75
CCR530
CCR78
CCRBO
CCRBI0
CCRB20
CCRB!O
CCR840
Line Item
fV41
FV111
FV131
FV151
FV211
FV241
FV261.
FV311
Page 28 of31
September 2010
Value
$109
$ 60,446
$109,878
$ 21,976
$ 277,473
$ 2,957
$ 227,392
$0
$0
$ 507,822
$ 253,911
$ 10,262
$1,120,654
, $ 1,130,916
$1,130,916
$0
$0
$ 2,206,128
$1,406,803
$ 21,613
$1;385,190
$ 110,815
6.20%
7.80%
6.53%
6.20%
September 2010
Value
$0
$0
$0
$0
$0
$0
$0
$0
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Thrift Docket Print
Page 290f31
Thrift
Report
Location: Denver, CO'
TfR Edit Status: Complete TfR Reported Data Date: December 8, 2010
SChedule fV fair Value
.
September 2010
Description
UneItem
Value
Total Assets Measured at fV on a Recurring Basis - Level 2
fV42
$0
Federal Funds Sold &. Securities Purchased Under Agreement to Resell
FV112
$0
Trading Securities
FV132
$0
Available-for-sale Securities
FV152
$0
Loans and Leases
FV212
$0
FV242
$0
Derivative Assets
FV262
$0
FV312
$0
Total Assets Measured at fV on a Recurring Basis - Level 3
fV43
$0
Federal Funds Sold &. Securities Purchased Agreement to Resell
FV113
$0
Trading Securities
FV133
$0
FV153
$0
Loans and Leases
FV213
$0
FV243
$0
Derivative Assets
FV263
$0
FV313
$0
Total Assets Measured at fV on a Recurring Basis - Total fV Measurements
fV44
$0
fed funds SOld. Secur Purch Under Agreement Resell - Total fV Measurements
fVll
$0
Trading Securities - Total fV Measurements
fV13
$0
Available-far-Sale Securities - Total fV Measurements
fV15
$0
Loans and Leases - Total fV Measurements
fV21
$0
Mortgage Servicing Rights - Total fV Measurements
""24
$0
Derivative Assets - Total fV Measurements
fV26
$0
All Other financial Assets - Total fV Measurements
fV31
$0
Total Assets Measured at fV on a Recurring Basis - Less Amts Netted
fV46
$0
Fed Sold &. Secur Purch Under Agreement to Resell - Less Amts Netted
FV114
$0
Trading Securities - Less Amts Netted
FV134
$0
Avallable-for-Sale Securities - Less Amts Netted
FV154
$0
Loans and Leases - Less Amts Netted
FV214
$0
Mortgage Servicing Rlgl1ts - Less Amts Netted
FV244
$0
Derivative Assets - Less Amts Netted
FV264
$0
All Other Financial Assets - Less Amts Netted
FV314
$0
Total Assets Measured at fV on a Recurring BaSis - Total, After Netting
fV48
$0
fed funds SOld. Secur Purch Under Agreement Resell - Total, After Netting
fV12
$0
Trading Securities - Total, After Netting
fV14
$0
Available-far-Sale Securities - Total, After Netting
fV16
$0
Loans and Leases - Total, After Netting
fV22
$0
Mortgage Servicing Rights - Total, After Netting
fV25
$0
Derivative Assets - Total, After Netting
fV27
$0
All Other financial Assets - Total, After Netting
fV32
$0
UABILITIES
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Thrift Docket Print
. Page 30 of31
Ananelal Reporting System
Thrift
Report
Docket: 06679
location: Denver, CO
Run Date: January 17,2011,8:53 PM
OTS Region: Western
***** SENsmVE *****
Schedule FV -- Fair Value
September 2010
Description
UneItem Value
Total Liabilities Measured at FY on a Recurring Basis - Level 1
FY81 $0
Federal Funds Sold & Securities Purchased Under Agreement to Repurchase
FV511 $0
Deposits
FV531 $0
FV611 $0
Other Borrowings
FV631 $0
Derivative liabilities
FV651 $0
All Other Financial liabilities
FV711 $0
Total Liabilities Measured .at FY on a Recurring Basis - Level 2
FV82 $0
FV512 $0
Deposits
FV532 $0
FV612 $0
Other Borrowings
FV632 $0
FV652 $0
All Other Financial liabilities
FV712 $0
Total Liabilities Measured at FY on a Recurring Basis - Level 3
FY83 $0
FV513 $0
Deposits
FV533 $0
FV613 $0
Other Borrowings
FV633 $0
FV653 $0
All Other Financial Liabilities
FV713 $0
Total L1abllltl_ Measured at FY on Recurring Basis - Total fV Measurements
FY84 $0
Fed Fund Sold. secur Purch Under Agreement Repurch - Total FV Measurements
FY51 $0
Deposits - Total FY Measurements
FY53 $0
Subordinated Debentures - Total FY Measurements
FY61 $0
Other Borrowings - Total FY Measurements
FY63 $0
Derivative Liabilities - Total FY Measurements
FY65 $0
All Other Financial Liabilities - Total FY Measurements
FV71 $0
Total Liabilities Measured at FY on a Recurring Basis - Less Amts Netted
FY86 $0
Fed Funds Sold & Secur Purch Under Agreement to Repurch - Less Amts Netted
FV514 $0
Deposits - Less Amts Netted
FV534 $0
Subordinated Debentures - Less Amts Netted
FV614 $0
Other Borrowings - Less Amts Netted
FV634 $0
Derivative liabilities - Less Amts Netted
$0
All Other Financial liabilities - Less Amts Netted
FV714 $0
Total Liabilities Measured at FV on Recurring Basis - Total, After Netting
.FY88 $0
Fed Funds Sold. Secur Purch Under Agreement Repurch - Total, After Netting
FY52 $0
Deposits - TOtal, After Netting
FY54 $0
Subordinated Debentures - Total, After Netting
FY62 $0
Other Borrowlngs- Total,.After Netting
FY64 $0
mhtm1:file:/IW:\Daly City Regional to be added 1-17-2011\Tbrift ... 1117/2011
Thrift Docket Print
Page 31 of31
Thrift
Report
Docket: 06679
I
OTS Region: western
TfR Edit Status: Complete
Schedule.FV --- Fair Value
September 2010
Description
Line Item Value
Derivative Liabilities - Total, After Netting
FV66 $0
All other Flnandal Liabilities - Total, After Netting.
FV72 $0
mhtm1:file:IIW:\DalyCity Regional Counsel\uwS\EQru.bits to be added 1-17-2011\Tbrift... 1/17/2011
TabC
Exhibit 31
971

dated as of October 28, 2010 by and among
UNITED WESTERN BANCORP, INC.,
OAK HILL CAPITAL PARTNERS III, L.P.,
OAKHILL CAPITAL MANAGEMENT PARTNERS III, L.P.,
LOVELL MINNICK EQUITY PARTNERS III LP,
LOVELL MINNICK EQUITY PARTNERS III-A LP,
LEGENT GROUP, LLC
and
HENRY C. DUQUES

972
EXECUTION COPY
Table of Contents
Page
ARTICLE I PURCHASE; CLOSING ................................. : .................................. ; ................................................ 1
1.1 Purchase ................................................................................................................................................. 1
1.2 Closing ....................................................................................... ~ .......................................................... 1
ARTICLE II REPRESENTATIONS AND WARRANTIES ..................................................................................... 7
2.1 Disclosure ........................ .... .... .. ...... .. .. .... .. .......................................................................... 7
2.2 Representations and Warranties of the Company .......... , ... ...................................................................... 8 .
2.3 Representations and Warranties of the Anchor Investors ............ , .......................................................... 25
ARTICLE ill COVENANTS ................................................................................................................................ 26
3.1 Filings; Other Actions .......................................................................................................................... 26
3.2 Access, Information and Confidentiality ..... : ............................................................... : ......................... 28
3.3 Conduct of the Business ....................................................................................................................... 29
ARTICLE N ADDmONAL AGREEMENTS ..................................................................................................... 30
4.1 Rebuttal of Control Agreement ............................................................................................................. 30
4.2 Transfer Restrictions ........................................... : ................................................................................. 30
4.3 Governance Matters ......................... ; ................................................................................................... 31
4.4 Legend ........................................... ~ ..................................................................................................... 33
4.5 Reservation for Issuance ....................................................................................................................... 34
4.6 NASDAQ Approval ............................................................................. ~ ............................................... 34
4.7 IIidemnity ............................................................................................................................................ 34
4.8 Exchange Listing ................................................................................................................................. 36
4.9 Registration Rights ................................................... .. ...................................................................... 37
4.10 Gross-Up Rights ......................... , ........................................................................................................ 46
4.11 D&O Insurance ............................................ .... .. .... ..................................................................... 48
4.12 No Change in Control ................................... ; ...................................................................................... 48
4.13 No Solicitation of Transactions ...... : ...................................................................................................... 49
4.14 Certain Other Transactions ................................................................................ ; ................................... 49
4.15 No Rights Agreement ........................................................................................................................... 51
4.16 Avoidance of Control ......................................................................................................................... :.51
4.17 "Most Favored Nation; Other Private Placements ................................................................................... 51
4.18 Transfer Taxes ...................................................................................................................................... 52
4.19 Corporate Opportunities ................................................................................................. : ..................... 52
ARTICLE V TERMINATION .............................................................................................................................. 52
5.1 Termination ............................................................................................................. : ........................... 52
5.2 Notice of Termination ........................................................................................................................... 53
5.3 Effects of Termination ............................................. " ............................................................................ 53
ARTICLE VI MISCELLANEOUS ....................................................................................................................... 53
6.1 Survival ... : .................... .... .. .. .. .. .. ................................................................................ 53
6.2 .Expenses ............. ~ ........... .. .. .. .. ........................................................................................ 54
6.3 Amendment; Waiver ............................................................................................................................ 54
6.4 . Counterparts and Facsimile ............................................. , .................................................................... 54
6.5 Governing Law ..................................................................................................................................... 54
6.6 Waiver of Jury Trial ............................................... .. ....................................................................... 54
6.7 Notices ......... : ...................................................................................................................................... 54
6.8 Entire Agreement; Assignment ......................... ........................................ , ........................... : ............... 56
6.9 Interpretation; Other Definitions ........................................................................................................... 57
6.10 Captions ...................................................... .. .................................................................................... 57
6.11 Severability .................................... .. .... ..................................................................................... 57
-i-
OS120(J.0784-13680Active.1217118S.13
973
6.12 No Third party Beneficiaries ......................................................................................................... : ....... 58
6.13 Time of Essence ........................ .... .. .. .. .. .. .. .. ...................... , ............................................. 58
6.14 Certain Adjustments .......................................... .. ...... ................................................................... 58
6.15 Public Announcements ............... ; ................... .. .. ........ .. .. .......................................................... 58
6.16. Specific .............. : ... :.: ....................................................................................................... 58
6.17 No Recourse; LUDltation on Lmbdity .................................................................................................... 58
6.18 Independent Natme of Anchor Obligations and Rights ........................................ : ................. 58
-ii-
OS12Q0.0784-13680-Active.1217118S.13
974
INDEX OF DEFINED TERMS
Term
2010 Plan .................................................................... .
Acquisition Proposal .................................................... .
Additional Agreements ................................................ .
Additional Investors ..................................................... .
Advisers Act. ............................................................... .
Affiliate ....................................................................... .
Agency ......................................................................... .
Agreement ................................................................... .
Anchor Investor ........................................................... .
Anchor Investor Indemnitee ........................................ ..
Anchor Investor Indemnitors ........................................ .
Articles of Incorporation .............................................. .
Bank ........................................................................... ..
Bank Cease and Desist Order ...................................... ..
Beneficially Own .......................................................... .
Beneficial Owner .......................................................... .
Benefit Plan ................................................................. .
Board of Directors ...................................................... ..
Board Observer ............................................................ .
Board Representatives ................................................. .
Burdensome Condition ............................................... ..
business day ......... ; ...................................................... .
Business Combination ................................................. .
CERCLA ..................................................................... .
Change in ControL ..................................................... :.
Closing ........................................................................ .
Closing Date ................................................................ .
Code ............................... : ............................................ .
Common Stock ............................................................ .
Company ..................................................................... .
Company Cease and Desist Order ............................... ..
Company Financial Statements .................................... .
Company Option ......................................................... .
Company Preferred Stock ........................................... ..
Company Reports ........................................................ .
Company Restricted Stock ........................................... .
Company Significant Agreement.. ............................... ..
Company Subsidiary .................................................... .
Company 10-K ............................................................ .
control/controlled by/under common control with ........ ..
Corporate Trust Agreements ....................................... ..
Location of Definition
3.l(b)
4.13
Recitals
Recitals
2.2(p)(6)
6.9(a)
2.2(aa)(3)(A)
Preamble
Preamble
4.3(g)
4.3(g)
2.2(a)(1)
1.2(b )(1 )(C)
1.2(b)( 1)( C)
6.9(h)
6.9(h)
2.2(r)(1)
2.2(a)(l)
4.3(e)
4.3(a)
1.2(b)(2)(H)
6.9(e)
4.14(e)
2.2(z)
4.14(e)
1.2(a)
1.2(a)
2.2(i)
Recitals
Preamble
1.2(b)(1)(C)
2.2(t)
2.2(b)
2.2(b)
2.2(g)(1)
2.2(b)
2.2(1)
2.2(a)(2)
2.1 (c)(2)(A)
6.9(a)
2.2(cc)
- iii-
051200.0784-13680.Active.12111185.13
975
Term
Credit Agreement ........ ~ ...........................................
Detnand Notice ...........................................................
Detnand Registration Statement ................................... .
De Minimis Claim ....................................................... .
Disclosure Letter ............................................ : ............. .
Duques ........................................................................
Duques Anchor Investor .............................................. .
Effective Date .............................................................
Effectiveness Deadline ................. ; ............................... .
Environmental Law ..................................................... .
ERISA ......................................................................... .
Exchange Act ..............................................................
FDIC .................... , ....................................................
GAAP ......................................................................... .
Govemance Committee ................................................ .
Govemance Policies .................................................... .
Govemmental Approvals ....... : .....................................
GovernmentalEntity ...................................................
Gross-Up Entity ..........................................................
Gross-Up Proposals ..................................................... .
HazardoUs Substance ..... ~ ............................................. .
hereinlhereof/hereunder ............................................... .
HOLA ......................................................................... .
Holder ......................................................................... .
Holders' Counsel ......................................................... .
including/includeslincludedlinclude ............................. .
Incumbent Directors ............ ~ ...................................... .
Indemnified Party ........................................................ .
IndemnifYing Party ....................................................... .
Indemnitee ................................................................... .
Information ................................................................. ..
Insider .................................... ~ .................................... .
Insurer .................................................................... ; ....
Intellectual Property Rights ........................................... .
Investment ................................................................... .
Investment Company Act .............................................. .
Investors .................. .................................................... .
IT Assets ..... ~ ................................................................ .
JPMorgan ....................................................................
knowledge ofthe Company/Company's knowledge ...... .
Law .................................... ~ ........................ ; ............... .
Lead Anchor Investors .............................................
Legent Clearing ............................................. '" ......... .
1.2(b)(2)(Y)
4.9(a)(2)
4.9(a)(2)
4.7(e)
2. 1 (a)
Recital
Recital
4.9(k)(1)
4.9(k)(2)
2.2(z)
2.2(r)(l)
2.2(g)(1)
1.2(b )(2)(H)
2. 1 (b)
4.3(a)
4.3(a)
2.2(e)
1.2(b)(1)(A)
4. 1 O(a)
4.10(c)
2.2(z)(2)
6.9(d)
2.2(a)(1)
4.9(k)(3)
4.9(k)(4)
6.9(c)
4.14(e)
4.7(c)
4.7(c)
. 4.9(g)
3.2(b)
2.2(cc)
2.2(aa)(3)(C)
2.2(x)
Recitals
2.2(p)(6)
Recitals
2.2(x)
1.2(b)(2)(Y)
6.9(g)
1.2(b)(A)
Preamble
1.2(b )(2)(E)
- iv-
OSI200..0784-13680-Active.1217118S.13
976
Term
Legent Group .............................................................. .
Legent Purchase Agreement .................. ; ...................... .
Liens ........................................................................... .
Loan Investor .............................................................. .
Losses ......................................................................... .
Lovell Minnick Anchor Investor .................................. .
Material Adverse Effect ............................................... .
NASDAQ .................................... ; ............................... .
NASDAQ Approval. .................................................... .
New Security ............................................................. '"
Non-Qualifying Transaction ......................................... .
Oak Hill Anchor Investor .......................................... ; .. .
OFAC .......................................................................... .
or ...................................... ; ......................................... .
Order ........................................................................... .
Other Private Placements .............................................
OTS ............................................................................ .
Parent Corporation ....................................................... .
person ......... ; .................. , ............................................. .
Piggyback Registration ................................................ .
Pre-Closing Period ....................................................... .
Previously Disclosed .................................................... .
Proprietary Information ................................................ .
Purchase Price ............................................................. .
Qualifying Ownership Interest ..................................... .
Register, registered and registration .............................. .
Registrable Securities ................................................... .
Registration Expenses .................................................. .
Regulatory Agreement ................................................. .
Regulatory Filings ....................................................... .
Relevant Paragraphs .................................................... .
Rule 144 ...................................................................... .
Rule 158 ...................................................................... .
Rule 159A ................................................................... .
Rule 405 ...................................................................... .
Rule 415 ...................................................................... .
SEC ............................................................................. .
Securities ..................................................................... .
Securities Act .............................................................. .
Selling Expenses .......................................................... .
Shelf Registration Statement ........................................ .
Special Registration ..................................................... .
Spring Hill Report ....................................................... .
Recitals
1.2(b )(2)(E)
2.2(c)
2.2(aa)(3)(B)
4.7(a)
Pre!,Ullble
2. 1 (b)
l.2(b )(2)(K)
1.2(b)(2)(K)
4.10(a)
4.14(e)
Preamble
2.2(t)(2) .
6.9(b)
1.2(b)(l)(A)
Recitals
1.2(b)(1)(C)
4.14(e)
6.9(f)
4.9(a)(6)
3.3
2.1(c)
3. 1 (a)
1.2(c)(1)(A)(iv)
3.2(a)
4.9(k)(5)
4.9(k)(6)
4.9(k)(7)
2.2(t)(1)
2.2(p)(4)
1.2(b)(1)( C)
4.9(k)(8)
4.9(k)(8)
4.9(k)(8)
4.9(k)(8)
4.9(k)(8)
2.1 (c)
Recitals
2.2(g)(1)
4.9(k)(10)
4.9(a)(5)
4.9(i)
1.2(b)(2)(O)
-v-
05 I 200-0784-13680-Active. 12171 185.13
977
Term
Stock Plans .................................................................. .
Stockholder Proposals ................................................. ..
Subsidiary ................................................................... .
Surviving Corporation .............................................. , ...
Taxffaxes .................................................................... .
Tax Return ................................................................. ..
Third Party Approvals ................................................. ..
Threshold Amount ...................................................... ..
transactions contemplated by this Agreement ............... .
Transfer ...................................................................... ..
USA PATRIOT Act .................................................... ..
Voting Debt ................................................................. .
Voting Securities ........................................................ ..
Warrants ...................................................................... .
2.2(b)
3.1(b)
2.2(a)(2)
4.14(e)
2.2(i)
2.2(i)
2.2(e)
4.7(e)
6.90)
4.2(a)
2.2(t)(2)
2.2(b)
6.9(i)
Recitals
- vi-
05 12000784-13680-Active.12171 185.13
978
ExhibitA:
ExhibitB:
Fonn of Warrant Agreement
2010 Equity Incentive Plan
OS1200-0784-13680-Activc.1217118S.13
LIST OF EXHIBITS
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INVESTMENT AGREEMENT, dated as of October 28,2010 (this "Agreement''}, by and among United
Westem Bancorp, Inc., a Colorado corporation (the ''Company',}, Oak Hill Capital Partners ill, L.P. and Oak Hill
Capital Management Partners ill, L.P . (collectively, the "Oak Hill Anchor Investor',}, Lovell Minnick Equity
Partners ill LP and Lovell Minnick Equity Partners ill-A LP (collectively, the "Lovell Minnick Anchor Investor"
and, together with the Oak Hill Anchor Investor, the "Lead Anchor Investors''}, Legent Group, LLC (the "Legent
Group''} and Henry C. Duques ("Dugues" and, together with the Legent Group, the ''Dugues Anchor Investor''}
(each of the Oak Hill Anchor Investor, the Lovell Minnick Anchor Investor and the Duques Anchor Investor, an
"Anchor Investor," and collectively, the "Anchor Investors''}. .
RECITALS:
A. The Investment. The Company intends to sell to the Anchor Investors, and the Anchor Investors
intend to purchase from the Company, as an investment in the Company (the "Investment',}, the securities as
described herein. The securities to be purchased at the Closing (as defined below) are:
(i) 117,500,000 shares of common stock, par value $0.0001 per share, of the Company (the
"Common Stock''} by the Oak Hill Anchor Investor for an aggregate purchase price of $47,000,000, (b)
117,500,000 shares of Common Stock by the Lovell Minnick Anchor Investor for an aggregate purchase
price of $47,000,000, (c) 7,500,000 shares of Common Stock by the Legent Group for an aggregate
purchase price of $3,000,000; and (d) 15,000,000 shares of Common Stock by Duques for an aggregate
purchase price of $6,000,000; and
(ii) warrants (the "Warrants"),to purchase shares of Common Stock having the terms set forth herein.
B. Other Private Placements. The Company intends to effect one or more private placement
transactions of additional Common Stock to qualified institutional buyers and institutional accredited investors (the
"Additional Investors," and together with the Anchor Investors, the "Investors''} with the closing of such sale to
occur simultaneously with the Closing (the "Other Private Placements''}. The sales to the Anchor Investors and the
Additional Investors are currently anticipated to generate gross proceeds to the Company of an aggregate amount
not less than $200,000,000 and not more than $205,000,000, and the Company, in connection with the Other Private
Placements, shall enter into agreements with the Additional Investors (the "Additional Agreements''}.
C. . The Securities. The term "Securities" refers collectively to (i) the shares of Common Stock
purchased under this Agreement, (ii) the Warrants issued pursuant to this Agreement and (iii) the shares of Common
Stock for which the Warrants may be exercised in accordance with the terms thereof and of this Agreement. When
purchased, the Common Stock will be evidenced by certificates issued to the Anchor Investors. When issued, the
Warrants will be evidenced by certificates substantially in the form attached as Exhibit A. .
AGREEMENT:
NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants
and agreements set forth herein, the parties agree as follows:
ARTICLE I
PURCBASE;CLOSING
1.1 Purchase. On the terms and subject to the conditions set forth herein, the Anchor Investors will (a)
purchase from the Company, and the Company will sell to the Anchor Investors, a number of shares of Common
Stock determined in accordance with Section 1.2(c)(1); and (b) receive from the Company the Warrants to purchase
an].lIllber of shares of Common Stock determined in accordance with Section 1.2(cXl1 in each case, free and clear
of any Liens.
1.2 Closing.
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(a) Time and Date of Closing. Subject to the satisfaction or waiver ,of the conditions set
forth in this Agreement, the closing of the purchase and issuance of the Securities by the Anchor Investors
pursuant hereto (the "Closing',) shall occur at 9:30 a.m., New York time, on the second business day after
the satisfaction or waiver (by the party entitled to grant such waiver) of the conditions to the Closing set
forth in this Agreement (other than those conditions that by their nature ,are to be satisfied at the Closing,
but subject to fulfillment or waiver of those conditions) (provided, that the Company shall provide the
Anchor Investors with notice of the Closing Date andprovided, Jurther, that the Closing Date shall be
postponed as necessary to ensure that the Closing Date occurs no earlier than fifteen (15) business days
after the foregoing notice has been provided by the Company to the Anchor Investors), at the officeS of
Greenberg Traurig, LLP located at 1200 17
th
Street, Suite 2400, Denver, Colorado 80202 or such other date '
and/or location as agreed by the parties. The date of the Closing is referred to as the "Closing Date". .
(b) Closing Conditions.
(1) The obligation of each Anchor Investor and the Company to effect the Closing
is subject to the fulfillment or written waiver by such Anchor Investor (with respect to such
Anchor Investor) and the Company prior to the Closing of the following conditions:
(A) no provision of any applicable domestic (federal, state or local) or foreign
law, statute, ordinance, license, rule, regulation, policy or guideline ("Law'') and no
applicable order, demand, writ, injunction, decree, ruling or judgment of any .
Governmental Entity ("Order'') shall prohibit the Closing or shall prohibit or restrict the
Anchor Investors or their respective Affiliates from owning, voting, or exercising any
Securities in accordance with the term!! thereof, and no lawsuit shall have been
commenced by any court, administrative ,agency or commission or other governmental'
authority or instrumentality, whether federal, state, local or foreign, or any applicable
industry self-regulatory organization (each, a "Governmental Entity'') or a third party,
and no written notice shall have been issued and not withdrawn by any federal or state
banking regulator of competent jurisdiction, seeking to effect any of the foregoing;
(B) all Governmental Approvals required to have been obtained at or prior to
the Closing Date in connection with the execution, delivery or performance of this
Agreement and the consummation of the transactions contemplated hereby shall have
been obtained and shall be in full force and effect; and
(C) (x) the restrictions set forth in (i) paragraphs 3, 19, 26, 27 and 29 of the
Order to Cease and Desist between the Office of Thrift Supervision ("OTS'')and United
Western Bank, a federal savings bank and wholly owned subsidiary of the Company (the
"Bank'') dated June 25, 2010 (the "Bank Cease and Desist Order") and (ii) paragraphs 6,
13 and 14 of the Order to Cease and Desist between the OTS and the Company dated
June 25, 2010 (the "Company Cease and Desist Order") (the paragraphs referred to in
sub-clauses (i) and (ii) above, the "Relevant Paragraphs''), and (y) any other equivalent or
similar restriction to the restrictions set forth in the Relevant Paragraphs and imposed on
the Company or the Bank by the OTS, shall each have been terminated;
(2) The obligation of each Lead Anchor Investor to consummate the purchase and
acquisition of the Securities to be purchased by such Lead Anchor Investor pursuant to this '
Agreement is also subject to the fulfillment or written waiver by such Lead Anchor Investor (with
respect to such Lead Anchor Investor) prior to or contemporaneously with the Closing of each of
the following conditions:
(A) the representations and warranties of the Company set forth in this
Agreement shall be true and correct in all respects on and as of the date of this
Agreement and on and as of the Closing Date as though made on and as of the Closing
Date, except where the failure to be true and correct (without regard to any materiality or
Material Adverse Effect qualifications contained therein), individually or in the
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aggregate, would not be reasonably likely to have a Material Adverse Effect (and except
that (i) representations and warranties made as of a specified date shall be true and
correct as ofsuch date and (ii) the representations and warranties of the Company set
forth in Sections 2.2M 2.2(d), 2.2(e), 2.20)(4) and 2.2(n} shall be true and correct in all
respects);
(B) the Company shall have performed in all material respects all obligations
required to be performed by it at or prior to the Closing, as the case may be, under this
Agreement;
(C) such Lead Anchor Investor shall have received a certificate signed on
behalf of the Company by a senior executive officer of the Company certifying to the
effect that the conditions set forth in Sections 1.2(b}(2}(A} and 1.2(bX2XB) have been
satisfied;
(0) the shares of Common Stock to be sold to the Anchor Investors hereunder
and the shares of Common Stock for which the Warrants may be exercised shall have
been authorized for listing on NASDAQ or such other market on which the Common
Stock is then listed or quoted; provided, however, that such shares for which the Warrants
may be exercised need not be reserved for issuance by the Company;
(E) (i) the closing of the acquisition of Legent Clearing, LLC, a Delaware
limited liability company ("Legent Clearing',), as an operating subsidiary of the Bank, on
the terms and conditions set forth in that certain Purchase Agreement, dated June 9, 2010
(the "Legent Purchase Agreemenf'), by and among the Company, the Bank, Legent
Group, and Duques, the controlling member of Legent Group, shall occur prior to or
contemporaneously with the Closing, without waiver of any of the closing conditions set
forth in Sections 8.3 and 8.4 in the Legent Purchase Agreement and (ii) there shall have
been no circumstance, event, change, development or effect that is material and adverse
to the business, assets, results of operations or financial condition of Legent Clearing (on
a consolidated basis with any Legent Clearing Subsidiary);
(F) such tead Anchor Investor shall have received the written determination
of the OTS of non-control of the Company by such Lead Anchor Investor and non-
concerted action by the Anchor Investors, in each case, pursuant to the rebuttal
procedures in 12 C.F.R. 574 (in each case to the extent required tinder the rules and
regulations of the OTS for such Lead Anchor Investor to consummate the transactions
contemplated by this Agreement);
(0) there shall not be any action taken, or any Law enacted, entered, enforced
or deemed applicable to the Company or the Company Subsidiaries, the Lead Anchor
Investors or the transactions contemplated by this Agreement, by any Governmental
Entity, whether in connection with the Governmental Approvals referenced in Section
1.2<bXIXB), the determinations of the OTS specified in Section 1.2(bX2XFl or
otherwise, which imposes any restriction or condition (other than such restrictions as are
described in the standard form rebuttal of control agreement set forth in 12 C.F.R.
574.100) which such Lead Anchor Investor determines, in its reasonable good faith
judgment, is materially and unreasonably burdensome or would reduce the benefits of the
transactions contemplated hereby to such Lead Anchor Investor to such a degree that
such Lead Anchor Investor would not have entered into this Agreement had such
condition or restriction been known to it on the date of this Agreement (any such
condition or restriction, a "Burdensome Condition''), and, for the avoidance of doubt, any
requirements to disclose the identities of direct or indirect limited partners, stockholders
or members of any Lead Anchor Investor or its Affiliates or its investment advisors shall
be deemed a Burdensome Condition unless otherwise determined by .such Lead Anchor
Investor in its sole discretion);
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(H) following the date of this Agreement, neither the OTS nor the Federal
Deposit Insurance Corporation (''FDIC'') shall have notified the Company, the Bank or
such Lead Anchor Investor that they will impose on such Lead Anchor Investor or any of
its Affiliates, the Company or the Bank any requirements that would reasonably be
expected, in such Lead Anchor Investor's reasonable' good faith judgment, .to materially
impair any economic benefits to such Lead Anchor Investor or materially affect the
Company's or the Bank's business going forward in any material respect;
(I) following the date of this Agreement, no change in any Law applicable to
savings and loan or thrift holding companies or their subsidiaries shall have been enacted,
issued, promulgated, enforced or entered by a Governmental Entity that would impose on
the Company, the Bank or such Lead Anchor Investor or any of its Affiliates any
requirements that would reasonably be expected, in such Lead Anchor Investor's
reasonable good faith judgment, to materially impair any economic benefits to such Lead
Anchor Investor or materially affect the Company's or the Bank's business going forward
in any material respect;
(J) the Bank shall have received from the OTS a written non-objection letter
with respect to the Bank's modified Business Plan, which plan shall be reasonably
acceptable to such Lead Anchor Investor and submitted to the OTS for review after the
date of this Agreement;
(K) the Company shall have received the approval of the NASDAQ Stock
Market (''NASDAO'') to issue the Securities without the approval of the Company's
stockholders in reliance on Rule 5635(t)ofthe NASDAQ Stock Market Listing Rules
(the ''NASDAO Approval"), and such NASDAQ Approval shall be in full force and
effect;
(L) on a pro forma basis, after giving effect to the Investment and the Other
Private Placements, the Bank will be deemed to be "well capitalized" pursuant to 12
C.F.R. 565 and the OTS shall have provided notice of such status under 12 C.F.R.
565.3(aX3);
(M) since the date of this Agreement, a Material Adverse Effect shall not have
occurred and no circumstance, event, change, development or effect shall have occurred
that, either individually or in the aggregate, would reasonably be likely to have a Material
Adverse Effect;
(N) (i) the Company shall receive gross proceeds of an aggregate amount not
less than $200 million and not more than $205 million, prior to or contemporaneously
with the Closing, from the Other Private Placements and the Investment (assuming, for
pUrposes of this clause (i), that the Investment has been consummated) and (ii) the Other
Private Placements shall have been conducted as set forth in this Agreement (or
otherwise on terms and conditions satisfactory to such Lead Anchor Investor in its
reasonable judgment);
(0) as measured five business days prior to the Closing, the aggregate market
value of the Bank's non-agency investment securities portfolio, calculated by Spring Hill
Capital Partners, LLC in the same manner as in the report set forth in Section
1.2{b)(2)(O) of the Company Disclosure Letter (the "Spring Hill Report"), shall not have
decreased by more than $20 million from the aggregate market value set forth in the
Spring Hill Report;
(P) on a pro forma basis, after giving effect to the Investment and the Other
Private Placements, the Bank shall have a Tier 1 leverage ratio of at least 9.0%,
calculated in accordance with 12 C.F.R. 567;
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(Q) as of the Closing Date, the Bank shall have at least $1,500,000,000 in
deposits (including money market, demand, checking, savings and transactional accounts,
custodial escrow balances, brokered deposits and certificates of deposits);
(R) the Company or the Bank, whichever is the primary employer, shall have
entered into employment agreements with the five employees identified in Section
1.2lbX2XR) of the Company Disclosure Letter, substantially in the form of employment
agreement contained in Section 1.2(b)(2XR) of the Company Disclosure Letter, which
employment agreements shall be effective upon the Closing, and the Company shall have
provided the requisite 30-day notice to the OTS regarding such employment agreements
as required under the Company Cease and Desist Order and the Bank Cease and Desist
Order, and the OTS shall not have disapproved such employment agreements;
(S) the Company shall own, directly or indirectly, all of its interests in each
Company Subsidiary free and clear of any and all Liens at the Closing; .
(T) the Company shall have caused such Lead Anchor Investor to receive an
opinion of Traurig, LLP, counsel to the Company, in the form set forth in
Section 1.2(b)(2XD of the Company Disclosure Letter;
(U) all Third Party Approvals required to have been obtained at or prior to the
Closing Date in connection with the execution, delivery or performance of this
Agi:eement and the consummation of the transactions contemplated hereby shall have
been obtained and shall be in full force and effect;
(V) at any time after the date of this Agreement, the Company shall not.have
agreed to enter into or entered into (i) any agreement or transaction in order to raise
capital or (ii) any transaction that resulted in, or would result in if consummated, a
change in Control of the Company, in each case, other than in connection with the
transactions contemplated by this Agreement;
(W) the Board of Directors shall have seven (7) members, including two Board
Representatives (who shall join the Board of Directors contemporaneously with the
Closing), the current chairman of the Board of Directors and four directors selected by
the Company who are considered independent under NASDAQ Stock Market Listing
Rules and other applicable Law, and the Company shall have provided the requisite 30-
day notice to the OTSregarding the two Board Representatives as required under the
Company Cease and Desist Order, and the OTS shall not have disapproved the
appointment of such persons;
(X) the Board of Directors of the Bank: shall have seVen (7) members,
including two J;Joard Representatives (who shall join the Board of Directors
contemporaneously with the Closing), the current chairman of the Board of Directors of
the Company, the current chief executive officer of the Bank and three directors selected
by the Bank who are considered independent under applicable Law, and the Bank: shall
have provided the requisite 30-day notice to the OTS regarding the two Board
Representatives as required under the Bank: Cease and Desist Order, and the OTS shall
not have disapproved the of such persons; and
(Y) the Company shall have received an executed agreement from JPMorgan
ChIiseBank, N.A. ("JPMorgan") pursuant to which JPMorgan shall have (i) accepted a
discounted payoff amount equal to $10,562,500, plus accrued and unpaid iIiterest and
.other fees, costs and expenses due under that certain Credit Agreement, dated as of June
29, 2007 between the Company and JPMorgan, as amended (the "Credit Agreement"), in
full satisfaction of the obligations owing by the Company and the Company Subsidiaries
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pmsuant to the Credit Agreement; and (ii) released the collateral held pUrsuant to the
Credit Agreement. . .
(3) The obligation of the Company to effect the Closing with respect to an Anchor
Investor is subject to the fulfillment or written waiver by the Company prior to the Closing of each
of the following conditions:
(A) The representations and warranties of such Anchor Investor set forth in
this Agreement shall be true and correct in all respects on and as of the date of this
Agreement and on and as of the Closing Date as though made on and as of the Closing
Date except where the failure to be true and correct (without regard to any materiality
qualifications contained therein) would materially adversely affect the ability of such
Anchor Investor to perform its obligations hereunder; .
(B) such Anchor Investor shall have performed in all material respects all
obligations required to be performed by it at or prior to the Closing, as the case may be,
under this Agreement; and .
(C) the Company shall have received a certificate signed on behalf of such
Anchor Investor by a senior executive officer of such Anchor Investor certifying to the
effect that the conditions set forth in Sections 1.2(b)(3)(A) and 1.2(b)(3XB) have been
satisfied.
(4) The obligation of the Duques Anchor Investor to consummate the purchase and
acquisition of the Securities to be purchased by the Duques Anchor Investor pmsuant to this
Agreement is also subject to the fulfillment .or written waiver by the Duques Anchor Investor prior
to or contemporaneously with the Closing of each of the following conditions:
(A) The Duques Anchor Investor shall have received the written
determination of the OTS of non-control of the Company by the Duques Anchor Investor
and non-concerted action by the Anchor Investors, in each case, pmsuant to the rebuttal
procedures in 12 C.F.R. 574 (to the extent required under the rules and regulations of
the OTS for the Duques Anchor Investor to consummate the transactions contemplated
by this Agreement); and
(B) the contemporaneous closing of the purchase and acquisition of the
Securities by the Lead Anchor Investors pmsuant to this Agreement.
(c) Delivery. Subject to the satisfaction or waiver on the Closing Date of the applicable
conditions to the Closing in Section 1.2(b), on the Closing Date:
(1) the Company will deliver:
(A) (i) to the.oak Hill Anchor Investor, 117,500,000 shares of Common
Stock, registered in the name of the Oak Hill Anchor Investor, for an aggregate purchase
price of$47,OOO,000 payable by the Oak Hill Anchor Investor to the Company, and
OS 1200-0784-13680-Aclive; 12171 18S.13
(ii)' to the Lovell Minnick Anchor Investor, 117,500,000 shares of
Common Stock, registered in the name of the Lovell Minnick Anchor Investor,
for an aggregate purchase price of $47,000,000 payable by the Lovell Minnick
Anchor Investor to the Company, and
(iii) to the Legent Group, 7,500,000 shares of Common Stock,
registered in the name of the Legent Group, for an aggregate purchase price of
$3,000,000 payable by the Legent Group to the Company, and
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(iv) to Duques, 15,000,000 shares of Common Stock, registered in
the name of Duques, for an aggregate purchase price of $6,000,000 payable by
Duques to the Company (the amounts payable pursuant to clauses (AXi), (A)(ii),
(AXiii) and (A)(iv), collectively the "Purchase Price"); and
(B) (i) to the Oak Hill Anchor Investor, Warrants to purchase 11,750,000
shares of Common Stock, and
(ii) to the Lovell Minnick Anchor htvestor, Warrants to purchase
11,750,000 shares of Common Stock, and
(iii) to the Legent Group, Warrants to purchase 750,000 shares of
Common Stock, and
(
(iv) to Duques, Warrants to purchase 1,500,000 shares of Common
Stock.
ARTICLED
REPRESENTATIONS AND WARRANTIES
2.1 Disclosure.
(a) On or prior to the date herC9f, the Company delivered to the Anchor htvestors a letter (a
"Disclosure Letter'') setting forth, among other things, items the disclosure of which is necessary or
appropriate either in response to an express disclosure requirement contained in a provision hereof or as an
exception to one or more representations or warranties contained in Section 2.2 with respect to the
Company, or to one or more covenants contained in Article m. .
(b) As used in this Agreement, the term "Material Adverse Effect" means any circumstance,
event, change, development or effect, that (1) is a material and adverse effect on the busineSs, assets, results
of operations, financial condition or material business relationships of the Company and the Company
Subsidiaries taken as a whole or (2) would materially impair or delay the ability of the Company or any of
the Company Subsidiaries to perform their respective obligations under this Agreement or to consununate
the Closing; provided, however, that in determining whether a Material Adverse Effect has occurred with
respect to clause (1), there shall be excluded any effect to the extent resulting from the following: (A)
changes, after the date hereof, in U.S. generally accepted accounting principles ("GAAP'') or regulatory
accounting principles generally applicable to banks, thrifts, savings associations .or their holding .
companies, (B) changes, after the date hereof, in applicable Laws by Governmental Entities, (C) actions or
omissions of the Company or any of the Company Subsidiaries expressly required by the terms of this
Agreement or taken with the prior written consent of the Lead Anchor htvestors, (D) changes in general
economic, monetary or finimcial conditions in the United States, (E) changes in the market price or trading
volumes of the Common Stock or the Company's other securities (but not excluding the underlying causes
of such changes), (F) the failure of the Company to meet any internal or. public projections, forecasts,
estimates or guidance for any period ending on or after December 31, 2009 (but not excluding the
underlying causes of such failure), (G) changes in global or national political conditions, including the
outbreak or escalation of war or acts of terrorism and (H) the public disclosure of this Agreement or the
transactions contemplated hereby; except, with respect to clauses (A), (B), (D) and (G), to the extent that
the effects of such changes have a disproportionate effect on the Company and the Company
takeD as a whole, compared to other participants in the industries or markets in which the Company and the
Company Subsidiaries operate or compared to other businesses also effected.by such changes.
(c) "Previously Disclosed" with regard to (1) any party means information set forth by such
party on its Disclosure Letter corresponding to the provision of this Agreement to which such information
relates, provided, however, that disclosure in any section of such Disclosure Letter shall apply only to the
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indicated section of this Agreement except to the extent that it is reasonably apparent.tromthe face of such
disclosure that such disclosure is relevant to another section of this Agreement, and (2) the Company means
information publicly disclosed by the Company in (A) its Annual Report on Form 10-K for the fiscal year
ended December 31, 2009, as filed by it with the Securities and Exchange Commission ("SEC',) on March
15,2010 (the "Company lO-K"), (B) its Definitive Proxy Statement on Schedule 14A, as filed by it with
the SEC on June 15,2010, (C) its Quarterly Report on Form 10-Q, as filed by it with the SEC on August 4,
2010 or (D) any Current Report on Form 8-K filed or furnished by it with the SEC since January 1, 2010, in
each case, that is publicly available prior to the date of this Agreement (excluding, in the case of all of the
foregoing documents, any risk factor disclosures contained in such documents (whether or not included
under the heading "Risk Factors',), any disclosure of risks included in any "forward-looking statements"
disclaimer and other statements that are similarly non-specific or are predictive or forward-looking in
nature).
2.2 and Warranties of the Company. Except as Previously Disclosed, the Company
represents and warrants to each of the Anchor Investors, as of the date of this Agreement and as of the Closing Date,
that:
(a) Organization and Authority.
(1) The Company is a corporation dUly organized and validly existing under the
Laws of the State of Colorado, is duly qualified to do business and is in good standing in all other
jurisdictions where its ownership or leasing of propertY or the conduct of its business requires it to
be so qualified, except as would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect, .and has the corporate power and authority to own its properties
and assets and to carry on its business as it is now being conducted. The Company is duly
registered as a unitary savings and loan holding company under the Home Owners' Loan Act of
1933, as amended ("BOLA',). The Company has furnished to the Anchor Investors true, correct
and complete copies of the Amended and Restated Articles of Incorporation of the Company (the
"Articles of Incorporation',) and the by-laws of the Company as in effect on the date of this
Agreement, and no amendments thereto are pending or contemplated, except for the adoption and
filing of the amendment to effect a reverse stock split and, if needed, to increase the number of
shares of authorized Common Stock expressly contemplated by the terms of this Agreeqlent. The
Company is not in violation of any provision of its Articles of Incorporation or its by-laws. The
minute books of the Company made available to the Anchor Investors reflect all corporate actions
taken since January 1, 2007 by the Company's stockholders and the board of directors of the
Company including committees thereof (the "Board of Directors'').
(2) The Company has Previously Disclosed a true, complete and correct list of all of
its subsidiaries as of the date hereof (each a "Company Subsidiarv", and collectively the
"Company Subsidiaries"). Each Company Subsidiary is duly organized and validly existing under
the Laws of its jurisdiction of organization, is duly qualified to do business and is in good standing
in all jurisdictions where its ownership or leasing of property or the conduct of its business
requires it to be so qualified, except as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, and has the corporate power and authority and
governmental authorizations to own its properties and assets and to carry on its business as it is
being conducted. Each of the Company's depository institution subsidiaries is duly organized and
validly existing under its jurisdiction of organization and its deposit accounts are insured up to
applicable limits by the FDIC, and all premiums and assessments required to be paid in connection
thereWith have been paid when due. As used herein, "Subsidiarv" means, with respect to any
person, any corporation, partnership, joint venture, limited liability company or other entity (x) of
which such person or a subsidiary of such person is a general partner or (y) of which a majority of
the voting securities or other voting interests, or a majority of the securities or other interests of
which having by their terms ordinary voting power to elect a majority of the board of directors or
persons performing similar functions with respect to such entity, is directly or indirectly owned by
such person andlor one or more subsidiaries thereof. Except for the Company Subsidiaries, the .
Company does not own beneficially, directly or indirectly, more than 5% or any class of equity
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securities or similar interest of any corporation, bank, business trust, association or similar
organization, and it is not, directly or indirectly, a partner in any partnership or party to any joint
venture.
(b) Capitalization. The authorized capital stock of the Company consists of 550,000,000
shares of Common Stock and 5,000,000 shares of preferred stock, $0.0001 par value, of the Company (the
"Company Preferred Stock"). As of the date hereof, there are 29,519,193 shares of Common Stock
outstanding, no shares of Company Preferred Stock are outstanding, and 1,079,960 shares of Common
Stock are reserved for issuance upon exercise of outstanding stock options. Except for the foregoing, and
except for shares issued or reserved for issuance pursuant to employee equity awards outstanding as ofthe
date of this Agreement, the Company has not (i) issued or authorized the issuance of any shares of
Common Stock or Company Preferred Stock, or any securities convertible into or exchangeable or
exercisable for shares of Common Stock or Company Preferred Stock, (ii) reserved for issuance any shares
of Common Stock or Company Preferred Stock, or any securities convertible into or exchangeable or
exercisable for shares of Common Stock or Company Preferred Stock, or (iii) repurchased or redeemed, or
authorized the repurchase or redemption of, any shares of Common Stock or Company Preferred Stock, or
any securities convertible into or exchangeable or exercisable for shares of Common Stock or Company
Preferred Stock. All of the issued and outstanding shares of Common Stock and Company Preferred Stock
have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive
rights, with no personal liability attaching to the ownership thereof. None of the outstanding shares of
Common Stock, Company Preferred Stock or other securities of the Company or any of the Company
Subsidiaries was issued, sold, or offered by the Company or any of the Company Subsidiaries in violation
of the Securities Act or the securities or blue sky Laws of any state or jurisdiction. No bonds, debentures,
notes or other indebtedness having the right to vote on any matters on which the stockholders of the
Company may vote ("Voting Debt") are issued and outstanding. Section 2.2(b) of the Disclosure Letter
sets forth the following information with respect to each outstanding option to purchase shares of Common
Stock (a "Company Option") or right to acquire shares of Common Stock ("Company Restricted Stock")
under the 1996 Amended and Restated Stock Option Plan, the 2006 Special Stock Option Plan and the
2007 Equity Incentive Plan (the "Stock Plans") which is true and correct as of October 23, 2010: (A) the
name of each holder of (i) Company Options and (ii) Company Restricted Stock, respectively; (B) the
number of shares of Common Stock subject to such Company Option, and as applicable for each Company
Option, the date of grant, exercise price, number of shares vested or not otherwise subject to repurchase
rights, reacquisition rights or other applicable restrictions as of October 23, 2010; and (C) the number of
outstanding shares of Company Restricted Stock, and as applicable for each share of Company Restricted
Stock, the date of grant, number of shares vested or not otherwise subject to repurchase rights, reacquisition
rights or other applicable restrictions as of October 23,2010. The Company has made available to the
Anchor Investors copies of each form of stock option and restricted stock agreement evidencing
outstanding Company Options and Company Restricted Stock, respectively and has also delivered any
other stock option and restricted stock agreement to the extent there are variations from the form of
agreement, specifically identifying the holder(s) to whom such variant forms apply. Except (i) pursuant to
any cashless exercise provisions of any Company stock options or pursuant to the surrender of shares to the
Company or the withholding of shares by the Company to cover tax withholding obligations under the
Benefit Plans, and (ii) as set forth elsewhere in this Section 2.2(b), the Company does not have and is not
bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any
character calling for the purchase or redemption or issuance of, or securities or rights convertible into or
exchangeable or exercisable for, any shares of Common Stock or Company Preferred Stock or any other
equity securities ofthe Company or Voting Debt or any securities representing the right to purchase or
redeem or otherwise receive any shares of capital stock of the Company (including any rights plan or
agreement). Each Company Option under the Stock Plans (i) was granted in compliance with all applicable
Laws and all of the terms and conditions of the Stock Plans pursuant to which it was issued, (ii) has an
exercise price equal to or greater than the fair market value of a share of Common Stock at the close of
business on the date of such grant, (iii) has a grant date identical to or following the date on which the
Company's Board of Directors or compensation committee actually awarded such Company Option, (iv)
otherwise is exempt from or complies with Section 409 A of the Code so that the recipient of such
Company Option is not subject to the additional taxes and interest pursuant to Section 409A of the Code
and ( v) except for disqualifying dispositions of shares of Common Stock acquired pursuant to the exercise
051200-0784-13680-Acti"e.12171185.13
988
. of Company Options that were intended to be "incentive stock options" within the meaning of Section 422
of the Code, qualifies for the tax. and accounting treatment afforded to such Company Option in the
Company's tax. reti.n'Ils and the Company's financial statements, respectively. There are no securities or
instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the
Securities pursuant to the transactions contemplated by this Agreement.
. (c) Company's Subsidiaries. The Company owns, directly or indirectly, all of the issued and
outstanding shares of capital stock of or all other equity interests in each of the Company Subsidiaries, free
and clear of any liens, charges, adverse rights or ~ l a i m s , pledges, covenant, title defect, security interests
and other encumbrances of any kind ("Liens',), and all of such shares or equity interests are duly authorized
and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability
attaching to the ownership thereof. Notwithstanding the foregoing and as Previously Disclosed, the
Company has pledged the stock it owns in the Bank as security to JPMorgan pursuant to the Credit .
Agreement. No Company Subsidiary has or is bound by any outstanding subscriptions, options, warrants,
calls, commitments or agreements of any character calling for the purchase or redemption or issuance of
any shares of capital stock, any other equity security or any Voting Debt of such Company Subsidiary or
any securities representing the right to purchase or otherwise receive any shares of capital stock, any other
equity security or Voting Debt of such Company Subsidiary.
(d) Authorization.
(1) The Company has the corporate power and authority to execute and deliver this
,Agreement and to perform its obligations hereunder. The execution, delivery and performance of
this Agreement by the Company and the consummation of the transactions contemplated hereby
have been duly and unanimously authorized by the Board of Directors. This Agreement has been
duly and validly executed and delivered by the Company and, assuming due authorization,
execution and delivery by the Anchor Investors, is a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms (except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and.
similar Laws of general applicability relating to or affecting creditors' rights or by general equity
principles). No other corporate proceedings or stockholder actions are necessary for the execution
and delivery by the Company of this Agreement, the performance by it of its obligations
hereunder or the consummation by it of the transactions contemplated hereby, subject, in the case
of the authorization and issuance of the shares of Common Stock to be issued upon exercise of the
Warrants to be purchased or acquired under this Agreement, to receipt of the approval by the
Company's stockholders of the Stockholder Proposals. The only vote of the stockholders of the
Company required to approve the reverse stock split and, if needed, an amendment to the Articles
of Incorporation to increase the number of authorized shares of Common Stock to at least such .
number as shall be sufficient to permit the full exercise of the Warrants for Common Stock is the
. affirmative vote of the holders of not less than a majority of the outstanding shares of Common
Stock. The Anchor Investors will be entitled to vote the shares of Common Stock purchased by
them pursuant to this Agreement and the Additional Agreements on the Stockholder Proposals.
To the Company's knowledge, all shares of Common Stock outstanding on the record date for a
meeting at which a vote is taken with respect to the Stockholder Proposals shall be eligible to vote
on such proposals. The Board of Directors, following consultation with the Company's
management, a review of a portion of the Company's books and records, and consultation with the
Company's outside counsel and financial advisors, has resolved that the transactions contemplated
by this Agreement are in the best interest of the stockholders of the Company.
(2) Neither the execution, issuance, delivery and performance, as applicable, by the
Company of this Agreement and the Securities, nor the consummation of the transactions
contemplated hereby, nor compliance by the Company with any of the provisions hereof
(including, without limitation; the exercise provisions of the Warrants), will (A) violate, contlict
with, or result in a breach of any provision of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or result in the termination of, or
result in the loss of any benefit or creation of any right on the part of any third party under, or
-10-
oS120().0784-13680-Active.1217i18S.13
989
accelerate the performance required by, or result in a right of termination or acceleration of, or
result in the creation of any Lien upon any of the properties or assets of the Company or any
Company Subsidiary under any of the terms, conditions or provisions of (i) its Articles of
Incorporation or by-laws (or similar governing documents) or the articles of organization, charter,
by-laws or other governing instrument of any Company Subsidiary, subject, in the case of the
authorization and issuance of the shares of Common Stock to be issued on exercise of the
Warrants to be acquired under this Agreement, to receipt of the approval by the Company's
stockholders of the Stockholder Proposals, or (ii) any note, bond, mortgage, indenture, deed of
trust, license, lease, agreement or other instrument or obligation to which the Company or any
Company Subsidiary is a party or by which it may be bound, or to which the Company or any
Company Subsidiary or any of the properties or assets ofthe Company or any Company
Subsidiary may be subject, or (B) subject to compliance with the statutes and regulations listed on
Section 2.2(e) ofthe Company Disclosure Letter, violate any Law or Order applicable to the
Company or any Company Subsidiary or any of their respective properties or assets, except, in the
case of clauses (A)(ii) and (B), for such violations, conflicts and breaches as would not,
individually or in the aggregate, have a Material Adverse Effect.
(e) Consents. Section 2.2(e) of the Company Disclosure Letter lists (i) all governmental
consents, approvals, authorizations, applications, registrations, qualifications, filings and notices that are
required to be obtained in connection with or for the consummation of the transactions contemplated by
this Agreement (the "Governmental Approvals'') and (ii) all other consents, approvals, authorizations,
applications, registrations and qualifications that are required to be obtained in connection with or for the
consummation of the transactions contemplated by this Agreement (the "Third Party Approvals"). Other
than the Governmental Approvals and securities or blue sky Laws of the various states, no material notice
to, registration, declaration or filing with, exemption or review by, or authorization, Order, consent or
approval of, any Governmental Entity, or expiration or termination of any statutory waiting period, is
necessary forthe consummation by the Company of the transactions contemplated by this Agreement.
(f) Financial Statements. Each of the consolidated balance sheets of the Company and the
Company Subsidiaries and the related consolidated statements of operations, stockholders' equity and cash
flows, together with the notes thereto (collectively, the "Company Financial Statements"), included in any
Company Report filed with the SEC, (1) have been prepared from, and are in accordance with, the books
and records of the Company and the c,pmpany Subsidiaries, (2) complied, as of their respective date of
filing with the SEC, in all material respects with applicable accounting requirements and with the published
rules and regulations of the SEC with respect thereto, (3) have been prepared in accordance with GAAP
applied on a consistent basis during the periods involved and (4) present fairly in all material respects the
consolidated financial position of the Company and the Company Subsidiaries as of the dates set forth
therein and the consolidated results of operations, changes in stockholders' equity and cash flows of the
Company and the Company Subsidiaries for the periods stated therein, subject, in the case of any unaudited
financial statements, to normal recurring period-end adjustments.
(g) Reports.
(1) Since December 31, 2007, the Company and each Company Subsidiary have
timely filed all material reports, registrations, documents, filings, statements and submissions,
together with any amendments thereto, that it was required to file with any Governmental Entity
(the foregoing, collectively,the "Company Reports") and have paid all material fees and
assessments due and payable in connection therewith. As of their respective filing dates, the
Company Reports complied in all material respects with all statutes and applicable rules and
regulations of the applicable Governmental Entities. As of the date of this Agreement, there are
no outstanding comments from the SEC or any other Governmental Entity with respect to any
Company Report. In the case of each such Company Report filed with or furnished to the SEC,
such Company Report did not, as of its date or if amended prior to the date of this Agreement, as
of the date of such amendment, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements made in it,
in light of the circumstances under which they were made, not misleading and complied as to form
- 11-
051200-0784-13680-Active.l2171185.l3
990
in all material respects with the applicable requirements of the Securities Act of 1933, as amended
(the "Securities Act''), and the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). With respect to all other Company Reports, the Company Reports were complete and
accurate in all material respects as of their respective dates. No executive officer of theCompany
or any Company Subsidiary has failed in any respect to make the certifications required of him or
her under Sections 302 or 906 of the Sarbanes-QxIey Act of2002. To the knowledge of the
Company, there are no facts or circumstances that would prevent its principal executive officer
and principal financial officer from giving the certifications and attestations required pursuant to
Rules 13a-14 and 1 Sd-14 under the Exchange Act, without qualification, with respect to ,the
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2010. Copies of all of
the Company Reports not otherwise publicly available have, to the extent allowed by applicable
Law, been made available to the Anchor Investors by the Company.
(2) The records, systems, controls, data and information of the Company and the
Company Subsidiaries are recorded, stored, maintained and operated under means (including any
electronic, mechanical or photographic process, whether computerized. or not) that are under the
exclusive ownership and direct control of the Company or the Company Subsidiaries or their
accountants (including all means of access thereto and therefrom), except for any non-exclusive
ownership and non-direct control that would not, individually or in the aggregate, reasonably be
expected to adversely affect in any material respect the system of internal accounting controls
described below in this Section 2.2(g). The Company (A) has implemented and maintains
disclosure controls and procedures (as defined in Rule 13a-lS(e) of the Exchange Act) to ensure
that material information relating to the Company, including its consolidated subsidiaries, is made
known to the principal executive officer and the principal financial officer of the Company by
others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the
date hereof, to the Company's outside auditors and the audit committee of the Board of Directors
(x) any significant deficiencies and material weaknesses in the design or operation of internal
controls over financial reporting (as defined in Rule 13a-1S(t) of the Exchange Act) that are
reasonably likely to adversely affect the Company's ability to record, process, summarize and
report financial information and (y) any fraud, whether or nQt material, that involves management
or other employees who have a significant role in the Company's internal control over financial
reporting. As of the date hereof, the Company has no knowledge of any reason that its outside
auditors and its principal executive officer and principal financial officer shall not be able to give
the certifications and attestations required pursuant to the rules and regulations adopted pursuant
to Section 404 of the Sarbanes-Oxley Act of2002, without qualification, when next due. Since
December 31, 2007, (A) neither the Company nor any Company Subsidiary nor, to the knowledge
of the Company, any director, officer, employee, auditor, accountant or representative of the
Company or any Company Subsidiary has received or otherwise had or obtained knowledge of
any material complaint, allegation, assertion or claim, whether written or oral, regarding the
accounting or auditing practices, procedures, methodologies or methods of the Company or any
Company Subsidiary or their respective internal accounting controls, including any material
complaint, allegation, assertion or claim that the Company or any Company Subsidiary has
engaged in questionable accounting or auditing practices, and (B) no attorney representing the
Company or any Company Subsidiary, whether or not employed by the Company or any
Company Subsidiary, has reported evidence of a material violation of securities Laws; breach of
fiduciary duty or similar violation by the Company or any of its officers, directors, employees or
.agents to the Board of Directors or any committee thereof or to any director or officer of the
Company.
(h) Properties and Leases. The Company and the Company Subsidiaries have good and
marketable title to all real properties an,d all other properties and assets owned by them, in each case, free
from Liens that would affect the value thereof or interfere with the use made or to be made thereof by them.
The Company ,and the Company Subsidiaries hold all leased real or personal property under valid and
enforceable leases with no exceptions that would materially interfere with the use made or to be made
thereof by them. There is not, under any such lease, any existing default by the Company or any Company
- 12-
051200-0784-1368O-Active.12171185.13
991
Subsidiary or any event which, with notice or lapse of time or both, would constitute a default under any
such lease.
(i) Taxes. (1) Each of the Company and the Company Subsidiaries has (x) duly and timely
filed (including pursuant to applicable extensions granted without penalty) all material Tax Returns
required to be filed by it and (y) paid in full all Taxes' due or made adequate provision in the financial
statements of the Company (in accordance with GAAP) for any such Taxes, whether or not shown as due
on such Tax Returns; (2}no material deficiencies for any Taxes have been proposed, asserted or assessed in
Writing against or with respect to, and no circumstances eXist to form the basis for the assertion of a claim
or issue in respect of, any Taxes due by or Tax Returns of the Company or any of the Company
Subsidiaries which deficiencies have not since been resolved, except for Taxes proposed, asserted or
assessed that are being contested in good faith by appropriate proceedings and for which reserves adequate
in accordance with GAAP have been provided; (3) all Taxes required to be withheld, collected or deposited
by or With respect to the Company and each of the Company Subsidiaries have been timely withheld,
collected or deposited as the case may be, and to the extent required, have been paid to the relevant taxing
authority; (4) the Company and each of the Company Subsidiaries have complied with all information
reporting requirements with respect to Taxes; and (5) there are no material Liens for Taxes upon the assets
of either the Company or the Company Subsidiaries except for statutory Liens for current Taxes not yet due
or Liens for Taxes that are being contested in good faith by appropriate proceedings and for which reserves
adequate in accordance with GAAP have been provided. None of the Company or any of the Company
Subsidiaries has granted any waiver of any federal, state, local or foreign statute of limitations with respect
to, or any extension ofa period of assessment of, any Tax. None of the Company or any of the Company
Subsidiaries has been a "distributing corporation" or a "controlled corporation" in any distribution
occurring during the last two years in which the parties to such distribution treated the distribution as one to
which Section 355 of the Intemal Revenue Code of 1986, as amended (the "Code'') is applicable. No .
closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or foreign
Law) has been entered into by or with respect to Company or any of the Company Subsidiaries. None of
Company or any of the Company Subsidiaries is a party to, is bound by or has any obligation under any
Tax sharing or Tax indemnity agreement or similar contract or arrangement. Neither Company nor any of
the Company Subsidiaries (x) is or has ever been a member of an affiliated group (other than a group the
common parent of which is Company) filing a consolidated, joint, combined or unitary Tax Return or (y)
has any liability for Taxes of any person arising from the application of Treasury Regulations section
1.1502-6 or any analogous provision of state, local or foreign Law, or as a transferee or successor, by
contract, or otherwise. None of the Company or any Company Subsidiary has engaged in any transaction
that is a "listed transaction" for federal income tax purposes within the meaning of Treasury Regulations
section 1.6011-4, which has not yet been the subject of an audit. For purposes of this Agreement, "Taxes"
shall mean all taxes, charges, levies, penalties or other assessments imposed by any United States federal,
state, local or foreign taxing authority, including any income, excise, property, sales, transfer, franchise,
payroll, withholding, social security or other taxes, together with any interest or penalties attributable
thereto, and any payments made or owing to any other person measured by such taxes, charges, levies,
penalties or other assessment, whether pursuant to a tax indemnity agreement, tax sharing payment or
otherwise (other than pursuant to commercial agreements or Benefit Plans). For purposes of this
Agreement, ''Tax Return" shall mean any return, report, information return or other document (including
any related or supporting information) required to be flIed with any taxing authority with respect to Taxes,
including without limitation all information returns relating to Taxes of third parties, any claims for refunds
of Taxes and any amendments or supplements to any of the foregoing.
(j) Absence of Certain Changes. Since December 31, 2009 until the date hereof, (1) the
Company and the Company Subsidiaries have conducted their respective businesses in all material respects
in the ordinary course, consistent with prior practice, (2) the Company has not made or declared any "
distribution in cash or in kind to its stockholders or issued or repurchased any shares of its capital stock or
other. equity interests, (3) none of the Company or any Company Subsidiary has issued any securities or .
incurred any. liability or obligation, direct or contingent, for borrowed money, (4) no fact, event, change,
condition, development, circumstance or effect has occurred, except as has not or would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect and (5) no material default
(or event which, with notice or lapse of time, or both, would constitute a material.default) exists on the part
-13 -
OS 1200-0784-13680-Active.1217118S.13
992
of the Company or any Company Subsidiary or, to the knowledge of the Company, on the part of any other
party, in. the due performance and observance of any term, covenant. or condition of any agreement to
which the Company or any Company Subsidiary is a party, except as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.
(k) No Undisclosed Liabilities. Neither the Company nor any of the Company Subsidiaries
has any liabilities or obligations of any nature (absolute, accrued, contingent, known or unknown or
otherwise), except for (1) liabilities that have arisen since December 31,2009 in the ordinary and usual
course of business and consistent with past practice, (2) contractual liabilities for future performance under
(other than liabilities arising from any breach or violation of) agreements Previously Disclosed or not
required by this Agreement to be so disclosed and (3) liabilities that have not had and would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(1) Commitments and Contracts. The Company has Previously Disclosed or provided to
each Anchor Investor true, correct and complete copies of each of the following to which the Company or
any Company Subsidiary is a party or subject as of the date hereof (whether written or oral, express or
implied) (each, a "Company Significant Agreement''):
(1) anycontract or agreement which is a ''material contract" within the meaning of
Item 601(b)(10) of Regulation S-K; .
(2) any contract containing covenatlts that limit the ability of the Company or any
Company Subsidiary to compete in any line of business or with any person or which involve any
restriction of the geographical area in which, or method by which or with whom, the Company or
any Company Subsidiary may carry on its business (other than as may be required by Law or
applicable regulatory authorities);
(3) any contract or agreement which grants any person a right of first refusal, right
of first offer or similar right with respect to any material properties, assets or businesses of the
Company or the Company Subsidiaries; .
(4) any contract relating to the acquisition or disposition of any material business or
material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or
disposition is not yet complete or where such contract contains continuing material obligations,
including continuing indemnity or registration obligations, of the Company Or any of the
Company Subsidiaries;
(5) . any contract pursuant to which any benefit thereunder would be accelerated or
increased or any of the rights or obligations of the parties thereunder would be otherwise changed
or affected, by the transactions contemplated hereby;
(6) any material employment contract or understanding (including any
understandings or obligations with respect to severance or termination pay, liabilitieS or fringe
benefits) with any present or former officer, director, employee or consultant (other than those that
are terminable at Will by the Company or such Company Subsidiary);
(7) any material deposit agreement with an institutional customer;
(8) any contracts with related parties or Affiliates (excluding any contracts among
the Company and/or any wholly-owned Company Subsidiaries);
(9), any contract that is an indenture,.credit agreement, letter of credit, loan
agreement, security agreement, guarantee, note, mortgage or other evidence of indebtedness under
which the Company or any Company Subsidiary has created, inCUlTed, assumed or guaranteed (or
may create, incur, assume, or guarantee) indebtedness in excess ofSl,OOO,OOO;
~ 14-
OSI2()()..()784..1368O-Aclive.1217U8S.13
993
(10) any material plan, contract or understanding providing for any pension,
option, deferred compensation, retirement payment, profit sharing or similar arrangement with
respect to any present or former officer, director, employee or consultant;
(11) any joint venture, partnership, strategic alliance or other similar contract;
(12) any contract with any Governmental Entity that imposes any material obligation
or restriction on the Company or the Company Subsidiaries;
(13) any real property or other lease which, in the case of any single lease, involves
annual rental payments aggregating $1,000,000 or more;
(14) any settlement, conciliation or similar agreement, the perfonnance of which will
involve payment after the Closing Date of consideration in excess of $100,000; and
(15) any contract that concerns any material hedge, collar, option, forward
purchasing, swap, derivative or similar agreement, understanding or undertaking.
Section 2.2(1) of the Company Disclosure Letter lists each Company Significant Agreement other than those that
have been Previously Disclosed. Each Company Significant Agreement (i) is legal, valid and binding on the
Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and
enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full .
force and effect on identical terms following the consummation of the transactions contemplated 1;ly the this
Agreement. Neither the Company nor any of the Company Subsidiaries, nor to the Company's knowledge, any other
party thereto is in default under any Company Significant Agreement. No benefits under any Company Significant
Agreement will be increased, and no vesting of any benefits under any Company Significant Agreement will be
accelerated, by the occurrence of any of the transactions contemplated by this Agreement, nor will the value of any
of the benefits under any Company Significant Agreement be calculated on the basis of any of the transactions
contemplated by this Agreement. The Company and the Company Subsidiaries, and to the knowledge of the
Company, each of the other parties thereto, have performed in all material respects all material obligations required
to be performed by them under each Company Significant Agreement, and to the knowledge of the Company, no
event has occurred that with notice or lapse of time would constitute a material breach or default or permit
termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of
such contract; As of the date of this Agreement, no party to a Company Significant Agreement has provided notice
to the Company or any Company Subsidiary that it intends to terminate a Company Significant Agreement, or not
renew such agreement at the expiration of the current term. .
(m) Offering of Securities. Neither the Company nor any person acting on its behalf has
taken any action (inCluding any offering of any securities of the Company under circumstances which
would require the integration of such offering with the offering of any of the Securities to be issued
pursuant to this Agreement under the Securities Act and the rules and regulations of the SEC promulgated
thereunder) which might subject the offering, issuance or sale of any of the Securities to the Anchor
Investors pursuant to this Agreement to the registration requirements. of the Securities Act.
(n) Status of Securities. The shares of Common Stock and the Warrants to be issued
pursuant to this Agreement have been duly authorized by all necessary corporate action. When issued and
sold in exchange for the consideration provided in this Agreement, such shares of Common Stock will be
validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and
will not be subject to preemptive rights of any other stockholder of the Company. The Warrants, when
executed and delivered by the Company pursuant to this Agreement, will constitute valid and legally
binding agreements of the Company enforceable in accordance with their terms (except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and
similar Laws of general applicability relating to or affecting creditors' rights or by general equity
principles). The shares ofCoinmOn Stock issuable upon exercise of the Warrants, will, upon effecting an
increase to the number of authorized shares of Common Stock sufficient to permit full exercise of the
Warrants into shares of Common Stock through a reverse stock split or an amendment to the Articles of
- 15-

994
Incorporation, have been duly authorized by all necessary corporate action and when so issued upon such
exercise will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal
liability and will not be subject to preemptive rights of any other stockholder of the Company.
(0) Litigation and Other Proceedings. There is no pending or, to the knowledge of the
Company, threatened, material claim, action, suit, arbitration, complaint, charge, investigation or
proceeding, against the Company or any Company Subsidiary or to which any of their assets are subject,
nor is the Company or any Company Subsidiary subject to the provisions of any Order of any arbitratOr or
Governmental Entity. There is no material unresolved violation, criticism or exception by any
Governmental Entity with respect to any report or relating to any examinations or inspections of the
Company or any Company Subsidiaries. There is no material action by the Company or any Company
Subsidiary pending or which the Company or any Company intends to initiate (other than
collection claims in the ordinary course of business). To the knowledge of the Company, there are no
material claims, actions, suits, arbitrations, complaints, charges, investigations or proceedings pending or
threatened against any of the past or present executive officers or directors of the Company or any of its
Subsidiaries related to their status as an officer or director thereof. Section 2.2(0) of the Company
Disclosure Letter sets forth a list of all claims, actions, suits, arbitrations, complaints, charges,
investigations or.proceedings pending or, to the knowledge of the Company, threatened against the
Company, any of the Company Subsidiaries or any of their respective properties or assets as of the date of
the Agreement which seek monetary damages or the imposition of injunctive or. other equitable relief.
There has not been, and to the Company's knowledge, there is not pending or contemplated, any
investigation by the SEC involving the Company or any current or former director or officer of the
Company.
(P) Compliance with Laws.
(1) The Company and each Company Subsidiary have all material permits, licenses,
franchises, authorizations, Orders and approvals of, and have made all filings, applications and
registrations with, Governmental Entities that are required in order to permit them to own or lease
their properties and assets and to carry on their business as presently conducted and that are
material to the business of the Company and each Company Subsidiary.
(2) The Company and each Company Subsidiary have complied in all material .
respects and (i) are not in default or violation in any material respect of, (ii) are not under
investigation with respect to, and (iii) to the Company's knowledge, have not been threatened to
be charged with or given notice of any material violation of, any applicable material Law or Order.
(3) Except for (A) statutory or regulatory restrictions of general application and (B)
the Bank Cease and Desist Order and the Company Cease and Desist Order, no Governmental
Entity has placed any material restriction on the business or properties of the Company or any
Company Subsidiary, and except for routine examinations by applicable Governmental Entities, as
of the date of this Agreement, neither the Company nor any Company Subsidiary has received ariy
notification, or communication from any Governmental Entity that an investigation, by an
Governmental Entity with respect to the Company or any Company Subsidiary is pending.
(4) The Company and each of the Company Subsidiaries have timely filed all
registrations, declarations, reports, notices, forms and other filings required to. be filed with the
SEC, NASD, NASDAQ, NYSE, any clearing agency or any other Governmental Entity, and all
amendments or supplements to any of the foregoing (the ''Regulatory Filings''), except where any
failure to file would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. The Regulatory Filings are in full force and effect and were prepared in
all material respects in accordance with applicable Law, and all material fees and assessments due
and payable in connection therewith have been paid. There is no material unresolved criticism,
violation or exception by any Governmental Entity with respect to any of the Regulatory Filings.
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(5) The Company and each Company Subsidiary and each of their respective
officers and employees who are required to be registered, licensed or qualified as (x) a broker-
dealer or (y) a registered principal, registered representative, investment adviser representative,
futures commission merchant, insurance agent or salesperson with the SEC (or in equivalent
capacities with the securities commission of any other Governmental Entity) are duly registered as
such and such registrations are in full force and effect, or are in the process of being registered as
such within the time periods required by applicable Law, except, in the case of clause (y) as would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
The Company and each Company Subsidiary and each of their respective officers and employees
are in compliance with all applicable Laws requiring any such registration, licensing or
qualification, have filed all periodic reports required to be filed with respect thereto (and all such
reports are accurate and complete in all material respects), and are not subject to any material
liability or disability by reason of the failure to be so registered, licensed or qualified, except, in
the case of such registrations, licensing or qualification, reports, liabilities or disabilities relating to
the registrations described in clause (y) of the preceding sentence, for such failures to be so
registered, licensed or qualified, failures with respect to such reports and such liabilities or
disabilities as would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.
(6) The Company has delivered or made available to the Anchor Investors a true
and complete copy of the currently effective Form BD as filed with the SEC by each Company
Subsidiary, all state and other federal registration forms, all reports and all material
correspondence filed by the Company and each Company Subsidiary with any Governmental
Entity under the Exchange Act, the Investment Company Act of 1940, as amended, and the rules
and regulations promulgated by the SEC from time to time thereunder (the "Investment Company
Act"), the Investment Advisers Act of 1940, as amended, and the rules and regulations
promulgated thereunder ("Advisers Act") and under similar state statutes within the last three
. years. The Company shall deliver to the Anchor Investors true and complete copies of any such
forms and reports as are filed by the Company and each of the Company Subsidiaries from and
after the date hereof until the Closing. The information contained in such forms and reports was
(or will be, in the case of any forms and reports filed after the date hereof) complete and accurate
in all material respects as of the time of filing thereof.
(7) Except as disclosed on Form BD filed prior to the date of this Agreement, none
of the Company, any of the Company Subsidiaries or any of their directors, officers, employees,
"associated persons" (as defined in the Exchange Act) or "affiliated persons" (as dermed in the
Investment Company Act) has been the subject of any disciplinary proceedings or Orders of any
Governmental Entity arising under applicable Laws which would be required to be disclosed on
Form BD. No such disciplinary proceeding or Order is pending or, to the knowledge of the
Company, threatened. Except as disclosed on such Form BD filed prior to the date of this
Agreement, none of the Company, any of the Company Subsidiaries or any of their respective
directors, officers, employees, associated persons or affiliated persons, has been permanently
enjoined by the Order of any Governmental Entity from engaging or continuing any conduct or
practice in connection with any activity or in connection with the purchase or sale of any security.
Except as disclosed on such Form BD filed prior to the date of this Agreement, none of the
Company, any of the Company Subsidiaries or any of their respective directors, officers,
employees, associated persons or affiliated persons is or has been ineligible to serve as an
investment adviser under the Advisers Act (including pursuant to Section 203(e) or (f) thereof) or
as a broker-dealer or an associated person of a broker-dealer under Section 15(b) ofthe Exchange
Act (including being subject to any "statutory disqualification" as defined in Section 3(a)(39) of
the Exchange Act), or ineligible to serve in, or subject to any disqualification which would bethe
basis for any limitation on serving in, any of the capacities specified in Section 9(a) or 9(b} of the
Investment Company Act or any substantially equivalent foreign expulsion, suspension or
disqualification.
(q) Labor.
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996
(1) Employees of the Company and the Company Subsidiaries are not represented
by any labor union nor are any collective bargaining agreements otherwise in effect with respect to
such employees. No labor organization or group ot: employees of the Company or any Company
Subsidiary has made a pending demand for recognition or certification, and there are no
representation orcertification proceedings or petitions seeking a representation proceeding
presently pending or threatened to be brought or filed with the National Labor Relations Board or
any other labor relations tribunal or authority, nor have there been in the last three years. There are
no organizing activities, strikes, work stoppages, slowdowns, labor picketing lockouts, material
arbitrations or material grievances, or other material labor disputes pending or threatened against
or involving the Company or any Company Subsidiary, nor have there been for the last three
years.
(2) The Company and the Company Subsidiaries, except as would not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect, are in
compliance with all (i) Laws and requirements respecting employment and employment practices,
terms and conditions of employment, collective bargaining, disability, immigration, health and
safety, wages, hours and benefits, non-discrimination in employment, workers' compensation and
the collection and payment of withholding and/or payroll taxes and similar taxes and (ii)
obligations of the Company and any Company Subsidiary, as applicable, under any employment
agreement, severance agreement or any similar employment-related agreement or understanding.
(3) Except as would not reasonably be expected to have a Material Adverse Effect,
there is no charge or complaint pending or threatened before any Governmental Entity alleging
unlawful discrimination in employment practices, unfair labor practices or other unlaw(ul
employment practices by the Company or any Company Subsidiary.
(r) Company Benefit Plans.
(1) Except as has not had or would not, individually or in tb.e aggregate, reasonably
be expected to have a Material Adverse Effect, (A) with respect to each Benefit Plan, the
Company and the Company Subsidiaries, as well as each Benefit Plan, have complied, and are
now in compliance with all provisions of ERISA, the Code and all Laws and regulations
applicable to such Benefit Plan; and (B) each Benefit Plan has been administered in accordance
with its terms. "Benefit Plan" means any employee welfare benefit plan within the meaning of
Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
any employee pensiQn benefit plan within the meaning of Section 3(2) of ERISA and any bonus,
incentive, deferred compeil.sation, vacation, stock purchase, stock incentive, severance,
employment, change of control, consulting or fringe benefit plan, program, agreement or policy.
(2) Except as has not had or would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect, and except for liabilities fully reserved for or
identified in the Company Financial Statements filed prior to the date hereof, no claim has been
made, or to the knowledge of the Company threatened, against the Company or any of the .
Company Subsidiaries related to the employment and compensation of employees or any Benefit
Plan, including without limitation any claim related to the purchase of employer securities or to
expenses paid under any defined contribution pension plan.
(3) Except as has not had or would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect, neither the Company nor the Company Subsidiaries
has incurred any withdrawal liability as a result of a complete or partial withdrawal from a
"multiemployer pIan", as that term is defined in Part I of Subtitle E of Title IV of ERISA, that has
not been satisfied in full, and no event has occurred which would reasonably be expected to give
rise to any liability to the Company or any Company Subsidiary under Title IV of ERISA.
(4) (A) Neither the execution and delivery of this Agreement, nor the consummation
of the transactions contemplated hereby will (i) result in any payment (including severance,
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997
unemployment compensation, "excess parachute payment" (within the meaning of Section 2800
of the Code), forgiveness of indebtedness or otherwise) becoming due to any.current or former
employee, officer, independent contractor or director of the Company or any Company Subsidiary
from the Company or any Company Subsidiary under any Benefit Plan or otherwise, (ii) increase
any benefits otherwise payable under any Benefit Plan, (iii) result in any acceleration of the time
of payment or vesting of any such benefits, (iv) require the funding or increase in the funding of
any such benefits or (v) result in any limitation on the right of the Company or any Company
Subsidiary to amend, merge, terminate or receive a reversion of ~ from any Benefit Plan or
related trust and (B) neither the Company nor any Company Subsidiary has takell, or permitted to
be taken, any action that required, and no circumstances exist that will require the funding, or
increase in the funding, of any benefits or resulted, or will result, in any limitation on the right of
the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of
assets from any Benefit Plan or related trust.
(5) Each Benefit Plan that is or has ever been a ''nonqualified deferrCd
compensation plan" within the meaning of Section 409A of the Code and associated Treasury
Department guidance (i) since January 1, 2005, has been operated in good faith compliance with,
and is in documentary compliance with, Section 409A of the Code and associated Internal
Revenue Service and Treasury Department guidance and (ii) in existence prior to January 1, 2005
has not been "materially modified" within the meaning of Section 409A of the Code and
associated Internal Revenue Service and Treasury Department guidance, including IRS Notice
2005-1. All stock options granted by the Company have been granted with a per share eXercise
price at least equal to the fair market value of the underlying stock on the date the option or stock
appreciation right was granted, within the meaning of Section 409A of the Code and associated
Treasury Department guidance. .
(s) Risk Management Instruments.
(1) The Company and the Company Subsidiaries have in place risk management
policies and procedures which they believe are sufficient in scope and operation to protect against
risks of the type and in amounts reasonably expected to be incurred by persons of similar size and
in similar lines of business as the Company and the Company Subsidiaries.
(2) All material derivative instrument$, including, swaps, forwards, caps, floors and
option agreements, whether entered into for the Company's own account, for the account of one or
more of the Company Subsidiaries, or their customers, were entered into (i) only for purposes of
mitigating identified risk and in the ordinary course of business, (ii) in accordance with prudent
practices and in all material respects with all applicable Laws and (iii) with counterparties believed
to be financially responsible at the time; and each of them constitutes the valid and legally binding
obligation of the Company or one of the Company Subsidiaries, enforceable in accordance with its
terms. Neither the Company nor the Company Subsidiaries, nor, to the knowledge of the
Company, any other party thereto, is in breach of any of its material obligations, or has materially
defaulted under any such agreement or arrangement.
(t) Agreements with Regulatorv Agencies: Compliance with Certain Banking Regulations.
(1) Except for the Company Cease and Desist Order and the Bank Cease and Desist
Order, the Company and the Company Subsidiaries (i) are not subject to any cease-and-desist or
other similar order or enforcement action issued by; (ii) are not a party to any written agreement,
consent agreement or memorandum of understanding with, (iii) are not a party to any commitment
letter or similar undertaking to, (iv) are not subject to any capital directive by, since December 31,
2007, and (v) have not adopted any board resolutions at the request of, any Governmental Entity
that currently restricts in any material respect the conduct of its business or that in any material
manner relates to its capital adequacy, its liquidity and funding policies and practices, its ability to
pay dividends, its credit, risk management or compliance policies, its intemal controls, its
management or its operations or buSiness (each item in this sentence, a "Regulatory Agreement''),
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998
nor has the Company nor any of the Company Subsidiaries been advised since December 31, 2007
by any Govemmental Entity that it is considering issuing, initiating, ordering, or requesting any
such Regulatory Agreement. Each of the Company and each Company Subsidiary is in
compliance in all material respects with each Regulatory Agreement to which they are party or
subject, and neither the Company nor any Company Subsidiary has received any notice from any
Governmental Entity indicating that either the Company.or any Company Subsidiary is not in
compliance in all material respects with any such Regulatory Agreement.
(2) The Company has no knowledge of any facts and circumstances, and has no
reason to believe that any facts or circumstances exist, that would cause any of the Company
Subsidiary bankiJtg institutions: (i) to be deemed not to be in satisfactory compliance with the
Community Reinvestment Act and the regulations promulgated thereunder or to be assigned a
CRA rating by federal or state banking regulators of lower than "satisfactory"; (ii) to be deemed to
be operating in violation, in any material respect, of the Bank Secrecy Act, the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (the "USA PATRIOT Act"),.any Order issued with respect to anti-money
laundering by the U.S. Department of the Treasury's Office of ForeigD. Assets Control ("OF AC',),
or any other anti-money laundering statute, rule or regulation; or (iii) to be deemed not to be in
satisfactory compliance, in any material respect, with all applicable privacy of customer
information requirements contained in any privacy Laws, including without limitation, Title V of
the Gramm-Leach-Bliley Act of 1999 and the regulations promulgated thereunder, as well as the
provisioris of all information security policies adopted by the Company Subsidiaries. Except as
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect, the Company is not aware of any facts or circumstances which would cause it to believe
that any nonpublic customer information has been disclosed to or accessed by an unauthorized
third party. The Company and each of the Company Subsidiaries have adopted and implemented
an anti-money laundering program that contains adequate and appropriate customc::r identification
verification procedures that comply with the USA PATRIOT Act and such anti-money laundering
program meets the requirements in all material respects of Section 352 of the USA PATRIOT Act
and the regulations thereunder, and they have complied in all respects with any requirements to
file reports and other necessary documents as required by the USA PATRIOT Act and the
regulations thereunder. The Company will not knowingly directly or indirectly use the proceeds of
the sale of the Securities pursuant to transactions contemplated by this Agreement, or lend,
contribute or otherwise make available such proceeds to any Company Subsidiary, joint venture
partner or other person, towards any sales or operations in any country sanctioned by OF AC or for
the purpose of financing the activities of any person currently subject to any U.S. sanctions
administered by OF AC.
(3) Each of the Company and each Company Subsidiary has properly administered
all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee,
agent, custodian, personal representative, guardian, conservator or investment advisor, in
accordance with the terms of the governing documents, applicable Law and ciommon law. None
of the Company, any Company Subsidiary or any director, officer or employee of the Company or
any Company Subsidiary has committed any breach of trust or fiduciary duty with respect to any
such fiduciary account, except as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, the accountings for each such fiduciary
account are true and correct and accurately reflect the assets of such fiduciary account.
(u) Off Balance Sheet Arrangements. There is no transaction, arrangement, or other
relationship between the Company or any of the Company Subsidiaries and an unconsolidated or other
Affiliated entity that is not reflected on the Company Financial Statements.
(v) Investment Company Status. The Company is not, and upon consummation of the
transactions contemplated by this Agreement will not be, an "investme1it company," a company controlled
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999
by an "investment company" or an "affiliated Person" of, or or ''principal underwriter" of, an
"investment company," as such terms are defined in the Investment Company Act.
(w) Certain Payments. Neither the Company nor any of the Company Subsidiaries, nor any
directors, officers, nor to the knowledge of the Company, employees or any of their Affiliates or any other
person who to the knowledge of the Company is associated with or acting on behalfofthe Company or any
of the Company Subsidiaries has directly or indirectly (1) made any contribution, gift, bribe, rebate, payoff,
influence payment, kickback, or other payment to any person, private or public, regardless of form, whether
in money, property, or services (i) to obtain favorable treatment in securing business for the Company or
any of the Company Subsidiaries, (ii) to pay for favorable treatment for business secured by the Company
or any of the Company Subsidiaries, (iii) to obtain special concessions or for special concessions already
obtained, for or in respect of the Company or any of the Company Subsidiaries, or (iv) in violation of any
Law, or (2) established or maintained any fund or asset with respect to the Company or any of the
Company Subsidiaries that was required to have been and was not recorded in the books and records of the
Company or any of the Company Subsidiaries. '
(x) Intellectual Propertv Rights. The Company and the Company Subsidiaries own or
possess adequate rights or licenses to use all trademarks, service marks and all applications and
registrations therefor, trade names, patents, patent rights, copyrights, original works of authorship,
inventions, trade secrets and other intellectual property rights ("Intellectual Propertv Rights") necessary to
conduct their business as conducted on the date of this Agreement. To the knowledge of the Company, no
product or service of the Company or the Company Subsidiaries infringes the Intellectual Property Rights
of others. Except for such claims as would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect, the Company and the Company Subsidiaries have not received notice of
any claim being made or brought, or, to the knowledge of the Company, being threatened, against the
Company or any of the Company Subsidiaries regarding (i) their Intellectual Property Rights, or (ii) that the
products or services of the Company or the Company Subsidiaries infringe the Intellectual Property Rights
of others. The Company and the Company Subsidiaries are not aware of any facts or circumstances which
might give rise to any of the foregoing claims. The computers, computer software, firmware, middleware,
servers, workstations, routers, hubs, switches, data communications lines, and all other information
technology equipment, and all associated documentation used in the business of the Company and the
Company Subsidiaries (the "IT Assets'') operate and perform in all material respects in accordance with
their documentation and functional specifications and otherwise as required in connection with the
business. To the Company's knowledge, no person has gained unauthorized access to the IT Assets. The
Company and the Company Subsidiaries have implemented reasonable backup and disaster recoverY
technology consistent with industry practices. The Company and the Company Subsidiaries take reasonable
, measures, directly or indirectly, to ensure the confidentiality, privacy and security of customer, employee
and other confidential information. The Company and the Company Subsidiaries have complied with all
internet domain name registration and other requirements of internet domain registrars concerning internet
domain names that are used in the business.
(y) Insurance. The Company and the Company Subsidiaries are, and will remain following
consummation of the transactions contemplated by this Agreement, insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as management of the Company
reasonably believes to be prudent and that are of the type customary in the businesses and location in which'
the Company and the Company Subsidiaries are engaged. The Company and the Company Subsidiaries
. have not been refused any insurance coverage sought or applied for, and the Company and the Company
Subsidiaries do not have any reason to believe that they will not be able to renew their existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be
necessary to continue their business at a reasonable cost. There are no material claims by the Company or
any Company Subsidiary as to which any insurance company is denying liability or defending under a
reservation of rights or similar clause. As of the date of this Agreement, all current insurance policies are in
full force and all premiums due thereon have been paid and no notice of cancellation or terminatiOn has
been received with respect to any such policy. Section 2.2M of the Company Disclosure .Letter contains,
as of the date of this Agreement, a true and complete copy of the loss runs of the Company and the
Company Subsidiaries for the past three years.
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(z) Environmental Liability.
(1) There is no legal, administrative, arbitral or other proceeding, claim or action of
any nature seeking to impose, or that could result in the imposition of, on the Company or any
Company Subsidiary, any liability or obligation of the Company or any Company Subsidiary with
respect to any environmental, health or safety matters or any private or governmental, health or
safety investigations or remediation activities of any nature arising under common law or under
any environmental, health or safety Law or Order, including the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended ("CERCLA'') ("Environmental
Law''), pending or, to the Company's knowledge, threatened against the Company or any
Company Subsidiary, except as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect; there is no reasonable basis for, or circumstances that
are reasonably likely to give rise to, any such proceeding, claim, action, investigation or
remediation; and neither the Company nor any Company Subsidiary is subject to any agreement,
Order, letter or memorandum by or with any Governmental Entity or third party imposing any
such environmental liability.
(2) The Company and each Company Subsidiary (i) have not owned or operated any
. property that has been contaminated with any substance that is regulated pursuant to any
Environmental Law including any waste, petroleum products, asbestos, mold and lead products
("Hazardous Substance'') that could be expected to result in environmental liability; (ii) are not
liable for Hazardous Substance disposal or contamination on any third party property; (iii) have
not participated in the management of any borrower or other third party property, or taken any
other actions such that they could be deemed an owner or operator of such property for purposes
of any Environmental Law; and (iv) have made available to the Anchor Investors copies of all
environmental reports, studies, asse$sments, and memoranda in its possession relating to the .
Company or the Company Subsidiaries or any of their current or former properties or operations.
(aa) Loan Portfolio; Mortgage Banking Business. Except as has not had and would not, .
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(1) All of the written and oral loan agreements, notes or borrowing arrangements
(including, without limitation, all leases, credit enhancements, commitments, guarantees and
interest-bearing assets) originated or purchased and held by the Company or any Company
Subsidiary were solicited, originated and exist in compliance with all applicable loan policies and
procedures of the Company and the Company Subsidiaries. The information (including electronic
information and information contained on tapes and computer disks) with respect to all loans of
the Company and the Company Subsidiaries furnished to the Anchor Investors by the Company is,
as of the respective dates indicated therein, true and complete in all material respects; provided
that such information excludes information as would identify the names and addresses or other
similar personal information of any customer.
(2) The Company and each Company Subsidiary have complied with, and all
documentation in connection with the origination, processing, underwriting and credit approval of
any mortgage loan originated, purchased or serviced by the Company or any Company Subsidiary
and have satisfied, (A) all applicable Laws with respect to the origination, insuring, purchase, sale,
pooling, servicing, subservicing, or filing of claims in connection with mortgage loans, including
. all Laws relating to real estate settlement procedures, consumer credit protection, truth in lending
Laws, usury limitations, fair housing, transfers of servicing, collection practices, equal credit
opportunity and adjustable rate mortgages, (B) the responSibilities and obligations relating to
mortgage loans set forth in any agreement between the Company or any Company Subsidiary and
any Agency, Loan Investor or Insurer, (C) the applicable rules, regulations, guidelines, handbooks
and other requirements of any Agency, Loan Investor or Insurer and (0) the terms and provisions
of any mortgage or other collateral documents and other loan documents with respect to each
mortgage loan; and .
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.1001
(3) No Agency, Loan Investor or Insurer has (A) claimed in writing that the
Company or any Company Subsidiary has violated or has not complied with the 'applicable
underwriting standards with respect to mortgage loans sold by the Company or any Company
. Subsidiary to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights
to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment
authority) of the Company or any Company Subsidiary or (C) indicated in writing to the Company
or any Company Subsidiary that it has terminated or intends to tel1l1iBate its relationship with the
Company or any Company Subsidiary for poor performance, poor loan quality or concern with
respect to the Company's or any Company Subsidiary's compliance with Laws.
For purposes of this Section 2.2(aa):
(A) "Agency" shall mean the Federal Housing Administration, the Federal
Home Loan Mortgage Corporation, the Federal National Mortgage Association, the
Government National Mortgage Association, or any other federal or state agency with
authority to (i) determine any investment, origination, lending or servicing requirements
with regard to mortgage loans originated, purchased or serviced by the Company or any
Company Subsidiary or (ii) originate, purchase, or service mortgage loans, or otherwise
promote mortgage lending, including without limitation state and local housing finance
authorities.
(B) "Loan Investor" shall mean any person (including an Agency) having a
beneficial interest in any mortgage loan originated, purchased or serviced by the
Company or any Company Subsidiary or a security backed by or representing an interest
in any such mortgage loan; and
(C) "Insurer" meanS a persOn who insures or guarantees for the benefit of the
mortgagee all or any portion of the riskofloss upon borrower default on any of the
mortgage loans originated, purchased or serviced by the Company or any Company
Subsidiary, including, the Federal Housing Administration, the United States Department
of Veterans' Affairs, the Rural Housing Service of the U.S. Department of Agriculture
and any private mortgage insurer, and providers of hazard, title or other insurance with
respect to such mortgage loans or the related collateral.
(bb) . Securities Portfolio. Except as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, the Company and the Company Subsidiaries have good and
marketable title to all securities held by them (except securities sold under repurchase agreements or held in
any fiduciary or agency capacity) free and clear of any Lien, except to the extent such securities are
pledged in. the ordinary course of business to secure obligations of the Company and the Company
Subsidiaries, and such securities are valued on the books of the Company and the. Company Subsidiaries in
accordance with applicable accounting principles consistently applied.
(cc) Colporate Trust Agreements.
(1) The Company and the Company Subsidiaries required to so act have at all times
acted as the validly appointed fiduciary or agent under all indenture, trust, pooling and servicing,
private label, paying agency, collateral or disbursing agency, :securities (whether bond, note,
debenture or other) registrar, transfer agency, document custody,. and all other fiduciary and
agency contracts, indentures primarily related to the corporate trust business, including all
accounts of the corporate trust business of the Company and the Company Subsidiaries that are
active as of the Closing Date, but excluding any accounts (and agreements for such accounts) that,
on or prior to the Closing Date, have been fully called or matured and for which all cash has been
distributed or escheated and the corporate trust agreement for such account has been terminated
regardless of whether the Company or any of the Company Subsidiaries continues to have any
obligations with respect thereto (collectively, "Comorate Trust Agreements'').
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(2) To the extent and in the manner contemplated by the Corporate Trust
Agreements, the Company or the relevant Company Subsidiary has title (which may be through a
nominee or authorized agent) to, or a valid and perfected lien on, the property subject to such
Corporate Trust Agreements.
(3) To the Company's knowledge, c;ach of it and the Company Subsidiaries has
performed all obligations (including any record keeping obligations) required to be performed by
it under the Corporate Trust Agreements and is not indefalilt thereunder.
(4) Each of the Company and the Company Subsidiaries has to the extent required
by applicable Law or by the applicable Corporate Trust Agreement, taken all action to maintain,
for the benefit of the holders or other beneficiaries or obligees under the applicable Corporate
Trust Agreement, all interests in collateral granted or pledged to secure obligations thereunder,
inciuding the making of governmental or other filings to continue such interests in such collateral,
and the foregoing is accurately reflected in the applicable books and records of the corporate trust
business.
(5) To the Company's knowledge, there is no defalilt by any party to a Corporate
Trust Agreement or, to the Company's knowledge, any event which, with the giving of notice or
the passage of time or both, wolild become a default by any party to a Corporate Trust Agreement,
which has occurred and is continuing, under any of the Corporate Trust Agreements.
(6) Each of the Company and the Company Subsidiaries have (A) except for the
escheat obligations of the Company and the Company Subsidiaries which shall have been fulfilled
as of the Closing Date, fulfilled all of their respective escheat obligations; (B) not waived,
amended or modified any provision of any Corporate Trust Agreement except in accordance with
the provisions of such Corporate Trust Agreement arid as shown in the records maintained by the
Company and the Company Subsidiaries; and (C) to the extent required by applicable Law or by
the applicable Corporate Trust Agreements, taken all action to maintain, for the benefit of the
holders or other beneficiaries or obligees under the Corporate Trust Agreements, all interests in
collateral granted or pledged to secure obligations thereunder, including the making of
goveriunental or other filings to continue such interests in such collateral.
(dd) Affiliate Transactions. No officer, director, five percent (5%) stockholder or other
Affiliate of the Company (or any CQmpany Subsidiary), or any individual who, to the knowledge of the
Company, is related by marriage, adoption or shares the same home as, any such person, or any entity in
which any such person owns any beneficial interest (collectively, an "Insider''), is a party to any contract or
transaction with the Company (or any Company Subsidiary) which pertains to the business Of the Company
(or any Company Subsidiary) or has any interest in any property, real or personal or mixed, tangible or
intangible, used in or pertaining to the business of the Company (or any Company Subsidiary). The
foregoing representation and warranty does not cover deposits atthe Company (or any Company
Subsidiary) or loans of $50,000 or less made in the ordinary course of business consistent with past
practice.
(ee) Anti-takeover Provisions Not Applicable. The Board of Directors has terminated the
Rights Agreement, dated as of November 4, 2002, between.the Company and Computershare Trust
Company and has not adopted any stockholder rights plan or similar arrangement relating to accumlilations
of Beneficial Ownership of Co Inmon Stock or a change in control of the Company. The Board of Directors
has taken all necessary action to ensure that the transactions contemplated by this Agreement and the
consummation of the transactions contemplated hereby will be exempt from any anti-takeover or similar
provisions of the Company's Articles of Incorporation and by-laws, and any other provisions of any
applicable "moratorium", "control share", "fair price", "interested stockholder" or other anti-takeover Laws
and regulations of any jurisdiction.
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(ft) Knowledge as to Conditions. As of the date of this Agreement, the Company knows of
no reason why any Govemmental Approvals, Third Party Approvals or any other condition necessary to the
consummation of the transactions contemplated by this Agreement will not be obtained.
(gg) Brokers and Finders. Except for Goldman, Sachs & Co. (whose engagement letter with
the Company has been Previously Disclosed or made available to the Anchor Investors), neither the
Company nor any Company Subsidiary nor any of their respective officers or directors, or to the
Company's knowledge, other employees or agents, has employed any broker or fmder or incurred any
liability for any financial advisory fees, brokerage fees, commissions or finder's fees, and no broker or
finder has acted directly or indirectly for the Company or any Company Subsidiary, in connection with this
Agreement or the transactions contemplated hereby.
2.3 Representations and Warranties ofthe Anchor Investors. Except as Previously Disclosed, each
Anchor Investor, severally and not jointly, hereby represents and warrants to the Company, as of the date of this
Agreement and as of the Closing Date, for itself only, that:
(a) Organization and Authority. Each Anchor Investor is duly organized, validly existing
and in good standing under the Laws of the jurisdiction of its organization, is duly qualified to do business
and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its
business requires it to be so qualified and where failure to be so qualified would be reasonably expected to
materially and adversely affect such Anchor Investor's ability to perform its obligations under this
Agreement or consummate the transactions contemplated hereby on a timely basis.
(b) Authorization.
(1) Such Anchor Investor has the necessary power and authority to execute and
deliver this Agreement and to perform its obligations hereunder. The execution, delivery and
performance of this Agreement by such Anchor Investor and the consummation of the transactions
contemplated hereby have been duly authorized by such Anchor Investor's board of directors, .
general partner or managing members, as the case may be, and any further approval or
authorization by any of its stockholders, partners, members or other equity owners, as the case
may be, has been obtained or is not required. This Agreement has been duly and validly executed
and delivered by such Anchor Investor and assuming due authorization, execution and delivery by
the Company, is a valid and binding obligation of such Anchor Investor enforceable against such
Anchor Investor in accordance with its terms (except as enforceability may be limited by
. applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar
Laws of general applicability relating to or affecting creditors' rights or by general equity
principles).
(2) Neither the execution, delivery and performance by such Anchor Investor of this
Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by
such Anchor Investor with any of the provisions hereof, will (A) violate, conflict with, or result in
a breach of any provision of, or constitute a default (or an event which, with notice or lapse of
time or both, would constitute a default) under, or result in the termination of, or accelerate the
performance required by, or result in a right of termination or acceleration of, or result in the .
creation of any Lien upon any of the properties or assets of such Anchor Investor under any of the
terms, conditions or provisions of (i) its certificate or articles of incorporation or by-laws,
certificate or articles of limited partnership or partnership agreement, certificate or articles of
organization or limited liability company agreement or similar governing documents or (ii) any
note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or
obligation to which such Anchor Investor is a party or by which it may be bound, or to which such
Anchor Investor or any of the properties or assets of such Anchor Investor may be subject, or (B)
subject to compliance with the statutes and regulations referred to in the next paragraph, (and
assuming the correctness of the representations and warranties of the Company and the other
parties to this Agreement), violate any Law, or Order applicable to such Anchor Investor or any of .
its properties or assets, except, in the case of clauses (A)(ii) and (B), for such violations, conflicts
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and breaches as would not reasonably be expected to materially and adversely affect such Anchor
Investor's ability to perform its respective obligations under this Agreement or consummate the
. transactions contemplated hereby on a timely basis. .
(3) Other than the Governmental Approvals and securities or blue sky Laws of the
various states, no notice to, registration, declaration or filing with, exemption or review by, or
authorization, Order, consent or approval of, any Governmental Entity, nor expiration or
termination of any statutory waiting period, is necessary for the consummation by such Anchor
Investor of the transactions contemplated by this Agreement.
(c) Purchase for Investment. Such Anchor Investor acknowledges that the Securities have
not been registered under the Securities Act or under any state securities Laws. Such Anchor Investor (1) is
acquiring the Securities pursuant to an exemption from: registration under the Securities Act solely for
investment with no present intention to distribute any of the Securities to any person, (2) will not sell or
otherwise dispose of any of the Securities, except in compliance with the registration requirements or
exemption provisions of the Securities Act and any other applicable securities Laws, (3) has such
knowledge and experience in financial and business matters and in investments of this type that it is
capable of evaluating the merits and risks of its investment in the Securities and of making an informed
investment decision and (4) is an "accredited investor" (as that term is defined in Rule 501 of the Securities
Act).
(d) Ownership. As of the date of this Agreement, neither such Anchor Investor nor any of its
Affiliates (other than any portfolio company or other Affiliate with respect to which such Anchor Investor
is not the party exercising control over investment decisions) are the owners of record or the Beneficial
Owners of shares of Common Stock or securities convertible into or exchangeable for Common Stock.
(e) Financial Capability. At Closing, such Anchor Investor will have available funds
necessary to consummate the Closing on the terms and conditions contemplated by this Agreement.
(f) Brokers and Finders. Except for Credit Suisse (USA) LLC, acting on behalf of the
Lovell Minnick Anchor Investor, none of the Anchor Investors or any of their Affiliates, any of their
respective officers, directors, employees or agents has employed any broker or finder or incurred any
liability for any financial advisory fees, brokerage fees, commissions or finder's fees, and no broker or
finder has acted directly or indirectly for any Anchor Investor, in connection with this Agreement or the
transactions contemplated hereby.
ARTlCLEm
COVENANTS
3.1 . Filings; Other Actions.
(a) The Anchor Irivestors, on the one hand, and the Company, on the other hand, will
cooperate and consult with each other and use reasonable best efforts to promptly prepare and file all
necessary documentation, to effect all necessary applications, notices, petitions, filings and other
documents, and to obtain all necessary permits, consents, Orders, acceptances, approvals and authorizations
of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of
any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this
Agreement, and to perform the covenants contemplated by this Agreement; provided, however, that nothing
in this Agreement shall obligate an Anchor Investor to provide any of its, its Affiliates' or their control
persons' or direct or indirect equity holders' nonpublic, proprietary, personal or otherwise confidential
information (collectively, "Proprietary Information''). Each party shall execute and deliver both before and
after the Closing such further certificates, agreements and other documents and take such actions as the
other parties may reasonably request to consummate or implement such transactions or to evidence such
events or matters. The Anchor Investors and the Company will each use their reasonable best efforts to
promptly obtain or submit, and the Company and each of the Anchor Investors will cooperate as may
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reasonably be requested by the Anchor Investors or the Company, as the case may be, to help the Anchor
Investors and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the
approvals and authorizations of, any additional filings and registrations with, and any additional .
notifications to, all notices to and, to the extent required by Law, consents,approvals or exemptions from
bank regulatory authorities, for the transactions contemplated by this Agreement, subject to the following
sentence. Notwithstanding the foregoing, in no event shall an Anchor Investor be required to become a
thrift holding company, accept any Burdensome Condition in connection with the transactions
contemplated by this Agreement, including without limitation any condition which could jeopardize or
potentially have the effect of jeopardizing any investment opportunities (now or hereafter existing) of such
Anchor Investor or any of its Affiliates or their control persons or direct or indirect equity holders, or be
required to agree to provide capital to the Company or any Company Subsidiary thereof other than the
Purchase Price to be paid for the Securities to be purchased by it pursuant to the terms of, subject to the
conditions set forth in, this Agreement. The Anchor Investors and the Company will have the right to
review in advance, and to the extent practicable each will consult with the other, in each case subject to
applicable Laws relating to the exchange of information and confidential information related to the Anchor .
Investors, all the information (other than Proprietary Information) relating to such other parties, and any of
their respective Affiliates, which appears in any filing made with, or written materials submitted to, any .
third party or any Governmental Entity in ,connection with the transactions to which it will be a party
contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act
reasonably and as promptly as practicable. Each of the parties hereto agrees to keep the other parties
apprised of the status of matters referred to in this Section 3.1(a). To the extent permitted by applicable
Laws, each of the Anchor Investors and the Company shall promptly furnish the other with copies.of
written communications received by it or its Affiliates from, or delivered by any of the foregoing to, any
Governmental Entity in respect of the transactions contemplated by this Agreement; provided, that the
Anchor Investors may redact any Proprietary Information contained therein.
(b) Unless this Agreement has been terminated pursuant to Section 5.1, the Company shall
call a special meeting of its stockholders, as promptly as practicable following the Closing, but in any everit
within 90 days of the Closing Date, to vote on proposals (collectively, the "Stockholder Proposals'') to (i)
approve a reverse stock split to deciease the number of shares of Common Stock outstanding and, if
necessary, amend the Articles of Incorporation to increase the number of authorized shares of Common
Stock to at least such number as shall be sufficient, in each case, to permit the issuance of Common Stock
to the Investors pursuant to this Agreement and the Additional Agreements and the full exercise of the
Warrants for, Common Stock, and (ii) approve the Company's 2010 Equity Incentive Plan (the "2010
. Plan") attached hereto as Exhibit B that provides for the allocation of up to 80,000,000 shares of Common
Stock to be available for issuance under the 2010 Plan pursuant thereto. The Board of Directors shall
unanimously recommend to the Company's stockholders that such stockholders vote in favor of the
Stockholder Proposals, and shall take all other actions necessary to adopt such proposals if approved by the
stockholders of the Company. The Anchor Investors shall vote or cause to be voted all shares of Common
Stock received pursuant to this Agreement, as well as all other shares of Common Stock Beneficially
Owned by them and eligible to vote on such proposals, in favor of such Stockholder Proposals. In
connection with each 'of the meetings at which such proposals will be voted on, 'the Company shall
promptly prepare (and the Anchor Investors will reasonably cooperate with the Company to prepare) and
file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any
comments of the SECor its staff and to cause a definitive proxy statement related to such stockholders'
meeting to be mailed to the Company's stockholders not more than 5 business days after clearance thereof
by the SEC, and shall use its reasonable best efforts to solicit proxies for approval of the Stockholder
Proposals. The Company shall notify the Anchor Investors promptly of the receipt of any comments from
the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for
amendments or supplements to such proxy statement or for additional information and will supply the
Anchor Investors with copies of all correspondence between the Company or any of its representatives, on
the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any
time prior to such stockholders' meeting there shall occur any event that is required to be set forth in an
. amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare
and mail to its stockholderS such an amendment or supplement. Each of the Anchor Investors and the
Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy
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'.
statement if and to the extent that such information shall have become false or misleading in any material
respect, and the Company shall as promptly as practicable prepare and mail to its stockholders an
amendment Or supplement to correct such information to the extent required by applicable Laws. The
Company shall consult with the. Anchor Investors prior to filing any proxy statement, any amendment or
supplement thereto, or any correspondence to the SEC or its staff relating thereto, and provide the Anchor
Investors with a reasonable opportunity to comment thereon. The recommendation made by the Board of
Directors described in this Section 3.Hb) shall be included in the proxy statement filed in connection with
obtaining such stockholder approval. In the event that the approval of any of the Stockholder Proposals is
not obtained at such special stockholders' meeting, the Company shall include a proposal to approve (and
the Board of Directors shall unanimously recommend approval of and the Anchor Investors will vote in
favor ot) each such proposal at a meeting of its stockholders no less than once in each subsequent three-
month period beginning on the date of such special stockholders' meeting until all such approvals are
obtained or made.
(c) After receiving stockholder approval for the Stockholder Proposals, the Board of
Directors shall approve the grant of equity awards under the 2010 Plan to such employees of the Company,
and in the amounts, as set forth in Section 3.HbXi) of the Company Disclosure Letter, pursuant to the terms
set forth on the Summary of Terms of Management Equity Awards set forth in Section 3.l(bXii) of the
Company Disclosure Letter.
(d) Each of the Anchor Investors, on the one hand, . agrees to furnish the Company, and the
Company, on the other hand, agrees, upon request, to furnish to the Anchor Investors, all information
concerning itself, its Affiliates, directors, officers, partners and stockholders and such other matters as may
be reasonably necessary or advisable in connection with the proxy statement for the Stockholder Proposals
and stockholders meeting to vote thereon and any other statement, filing, notice or application made by or
on behalf of such other party or any of its Subsidiaries to any Governmental Entity in connection with the
Closing and the other transactions contemplated by this Agreement; provided, however, that nothing in this
Section 3.1(d) shall obligate the Anchor Investors to provide any Proprietary Information.
3.2 Access, Information and Confidentiality
(a) For so long as an Anchor Investor Beneficially Owns in the aggregate with i ~ Affiliates
.. 20% or more of the number of shares of Common Stock purchased by sUch Anchor Investor pursuant to
this Agreement (counting as shares owned and purchased by such Anchor Investor all shares into which the
Warrants owned by such Anchor Investor are exercisable) (as adjusted from time to time for any
reorganization, recapitalization, stock split, reverse stock split, or other like changes in the Company's
capitalization) (the "Qualifying Ownership Interest',), the Company will (i) permit such Anchor Investor to
visit and inspect, at such Anchor Investor's expense, the properties of the Company and the Company
Subsidiaries, to examine the corporate books and to discuss the affairs, fmances and accounts of the
Company and the Company Subsidiaries with the principal officers of the Company, all upon reasonable
notice and at such reasonable times and as often as such Anchor Investor may rea8Qnably request, (ii)
deliver to such Anchor Investor, simultaneously with its delivery to the Company's senior managenient,
(A) the monthly financial reporting package delivered to the Company's senior management and (B) any
other periodic financial reports prepared by or on behalf of the Company and the Company Subsidiaries for
the senior management of the Company, (iii) make appropriate officers and directors of the Company, and
Company Subsidiaries, available periodically and at such times as reasonably requested by such Anchor
Investor for consultation with such Anchor Investor or its designated representative with respect to matters
relating to the business and affairs of the Company and Company Subsidiaries and (iv) to the extent
consistent with applicable Law (and with respect to events which require public disclosure, only following
the Company's public disclosure thereof through applicable securities Law filings or otherwise), inform
such Atlchor Investor or its designated representative in advance with respect to any significant corporate
actions, and to provide such Anchor Investor or its designated representative with the right to consult with
the Company and Company Subsidiaries with respect to such actions. Any investigation pursuant to this
Section 3.2 shall be conducted during normal business hours and in such manner as not to interfere
unreasonably with the conduct of the business of the Company, and nothing l.terein shall require the
Company or any Company Subsidiary to disclose any information to the extent (x) prohibited by applicable
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Law, (y) that the Company reasonably believes such mformation to be competitively sensitive proprietary
information (except to the extent such Anchor Investor provides asslirances reasonably acceptable to the
Company that such information shall not be used by such Anchor Investor or its Affiliates to compete with
the Company and Company Subsidiaries), or (z) that such disclosure would reasonably be expected to
cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would
cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company
shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under
circumstances where the restrictions in this clause (z) apply). In the event, and to the extent, that, it is
reasonably determined that the rights afforded pursuantto this Section 3.2 are not sufficient for purposes of
the Department of Labor's "plan assets" regulations, to the extent such plan assets regulation applies to the
investment in the Securities, each Anchor Investor and the Company shall cooperate in good faith to agree
upon mutually satisfactory management access and information rights which satisfy such regulations.
(b) Each party to this Agreement will hold, and will cause its respective Affiliates and their
directors, pfficers, employees, agents, consultants and advisors to hold, in strict confidence, unless
disclosure to a regulatory authority is necessary or appropriate in connection with any necessary regulatory
approval or unless disclosure is required by judicial or administrative process or, in the written advice of its
counsel, by other requirement of Law or the applicable requirements of any regulatory agency or relevant
stock exchange, all non-public records, books, contracts, instruments, computer. datil and other data and
. information (collectively, "Information") concerning the other party hereto furnished to it by such other
party or its representatives pursuant to this Agreement (except to the extent that such information can be
shoWIi to have been (1) previously known by such party on a non-c6nfidentialbasis, (2) in the public
domain through no fault of such party, or (3) later lawfully acquired from other sources by the patty to
which it was furnished and sUch other sources were not, to such party's knowledge, otherwise obligated to
maintain such information as confidential), and neither party hereto shall release or disclose such
Information to any other person; provided, that an Anchor Investor may disclose Information (i) on a
confidential basis (x) to its auditors, attorneys, financial advisors, financing sources and other consultants
and advisors to the extent necessary to obtain their services in connection with monitoring its investment in
the Company, (y) to any prospective purchaser of any Securities from such Anchor Investor as long as such
prospective purchaser agrees to be bound by the provisions of this Section 3.2M as if an Anchor Investor,
and (z) to any Affiliate, direct or indirect partner, member or related investment fund of such Anchor
Investor and their respective directors, employees and consultants, in each case in the ordinary course of
business; (ii) as may be reaSonably determined by such Anchor Investor to be necessary in connection with
such Anchor Investor's enforcement ofits rights in connection with this Agreement or its investment in the
Company and the Company Subsidiaries or (iii) -as may otherwise be required by Law or legal, judicial or
regulatory process, provided that such Anchor Investor takes reasonable steps to minimize the extent of any
required disclosure described in this clause (iii); provided, however, the Anchor Investor will use its
reasonable efforts to give the Company advance written notice of any such disclosure so that the Company
may seek an appropriate protective Order; and provided,further, that the acts and omissions of any person
to whom such Anchor Investor may disclose Information pursuant to clause (i) of the preceding proviso
shall be attributable to such Anchor Investor for purposes of determining such Anchor Investor's
compliance with this Section 3.2(b). .
. 3.3 Conduct of the Business. Prior to the earlier of the Closing Date and the termination of this
Agreement pursuant to Section 5.1 (the "Pre-Closing Period"), the Company shall, and shall cause each Company
. Subsidiary to, use commercially reasonable efforts to carry on its business in the ordinary course of business and use
reasonable best efforts to maintain and preserve its and such Company Subsidiary's business (including its
organization, assets, properties, goodwill and insurance coverage) and preserve its business relationships with
customers, strategic partners, suppliers, distributors and others having business dealings with it; provided that
nothing in this sentence shall limit or require any actions that the Board of Directors may, in good faith, determine to
be inconsistent with their duties or the Company's obligations under applicable Law. DUring the Pre-Closing Period,
if the Company takes any action that would require any anti-dilution adjustment to be made under the Warrants as if
issued on the date of this Agreement, the Company shall make appropriate adjustments such that each Anchor
Investor will receive the benefit of such transaction as if the Securities to be delivered and paid for by each Anchor
Investor on the Closing Date had been outstanding as of the date of such action. Except as otherwise expressly
required by this Agreement or applicable Law, by the performance of any Company Significant Agreement that was
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Previously Disclosed, or with the prior written consent of each Andtor Investor, during the Pre-Closing Period, the
Company shall not: (i) declare, set aside or pay any distributions or dividends on, or make any other distributions
(whether in cash, securities or other property) in respect of, any of its capita. stock; (ii) split, combine or reclassify
any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in .
substitution for capital stock or any of its other securities; (iii) purchase, redeem or otherwiSe acquire any capital
stock or any of its other securities or any rights, warrants or options to acquire any such capital stock or other
securities; (iv) issue, deliver, sell, grant, pledge or otherwise dispose of or encumber any capital stock, any other
voting securities or any securities convertible into or exchangeable for, or any rights, warrants or options to acquire,
any such capital stock, Voting Securities or convertible or exchangeable securities, or any phantom rights in respect
thereof, other than any issuance of Common Stock on exercise of any compensatory stock options outstanding on
the date of this Agreement, (v) except with respect to employees having a job title below the level of officer, and
solely to the extent in the Company's ordinary course of business consistent with past practice, terminate, enter into,
amend, modify (including by way of interpretation), renew or grant any waiver or consent under any employment,
officer, consulting, severance, change in control or similar contract, t!Veement or arrangement with any current or
fomer director, ~ f f i c e r , employee or consultant or make, grant or promise any cash bonus or any wage, salary or
cash compensation or benefit increase to any director, officer, employee, sales representative or consultant or make,
grant or promise any increase in any employee benefit plan or arrangement, or amend or terminate any existing
employee benefit plan or arrangement or adopt any new employee benefit plan or arrangement; (vi) except with
respect to employees having a job title below the level of officer, and solely to the extent in the Company's ordinary
course of business consistent with pa(rt practice, terminate, enter into, establish, adopt, amend, modify (including by
way of interpretation), renew or grant any waiver or consent under any pension; retirement, savings, profit sharing,
cash-based deferred compensation, consulting, cash bonus, group insurance or other employee benefit, cash
incentive or welfare contract plan or arrangement, or any trust agreement (or similar arrangement) related thereto or
add any new participants to any non-qualified retirement plans (or, with respect to any of the preceding,
communicate any intention to take such action); (vii) in respect of any director, officer, employee or consultant,
make new equity grants or awards under any stock option, stock incentive, stock purchase, or other employee
benefit, incentive or other plan or arrangement, or amend the terms of any outstanding equity-based award, take any
action to accelerate the vesting, exercisabilitY or payment (or fund or secure the payment) of stock options, restricted
stock, other equity. awards or other compensation or benefits payable thereunder (or, with respect to any of the
preceding, communicate any intention to take such action); (viii) change any method of Tax accounting, make or
change any Tax election, file any amended Tax Return, settle or compromise any Tax liability, agree to an extension
or waiver of the statute oflimitations with respect to the assessment or determination of Taxes, enter into any
closing agreement with respect to any Tax or surrender any right to claim a Tax refund; and (ix) enter into any
contract with respect to, or otherwise agree or commit to do, any of the foregoing.
ARTICLE IV
ADDflaONALAGREEMENTS
4.1 Rebuttal of Control Agreement. Each Anchor Investor agrees to promptly make a rebuttal of
control filing with the OTS pursuant to 12 C.F.R. 574.4(e)(l) and to enter into a rebuttal of control agreement with
the OTS, which shall in all material respects be in the form published at 12 C.F.R 574.100, in each case to the
extent required under the rules and regulations of the OTS for such Anchor Investor to consummate the transactions
contemplated by this Agreement.
4.2 Transfer Restrictions.
(a) Restrictions on Transfer. Except as otherwise permitted in this Agreement, each Anchor
Investor will not transfer, sell, assign or otherwise dispose of (''Transfer'') any Securities acquired pursuant
to this Agreement until the date that is six monthS from the Closing Date. For the avoidance of doubt, the
Transfer restrictions set forth in this Section 4.2(a) shall terminate and be of no further force or effect on
the date that is six months following the Closing Date for Anchor Investors:
(b) Anchor Investor Permitted Transfers. Notwithstanding Section 4.2(a), each Anchor
Investor shall be permitted to Transfer any portion or all of its Securities at any time under the following
circumstances:
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(1) Transfers to (A) any Affiliate of such Anchor Investor (any such transferee shall
be included in the term "Anchor Investor") or (B) any direct or indirect general or limited partner,
member, manager, stockholder, or equityholder of such Anchor Investor, but in each case only if
the transferee agrees in writing for the benefit of the Company (with a copy thereof to be furnished
to the Company) to be bound by the terms ofthis Agreement.
(2) Transfers pursuant to a merger, tender offer or exchange offer or other business
combination, acquisition of assets or similar transaction or Change in Control involving the
Company or any Company Subsidiaries. In order to facilitate Transfers in connection with a
tender or exchange offer, the Company agrees, to the fullest extent legally permitted, to effect an
exercise of the Warrants in accordance with the terms set forth in the Warrants and,
notwithstanding the transfer restrictions contained in Section 4.2(a1 permit each Anchor Investor
to Transfer the Warrants to a transferee conditioned upon such transferee exercising the Warrants
in connection with such tender or exchange offer.
(3) In the event that, as a result of (A) any share repurchases, recapitalizations,
redemptions or other actions or transactions by or involving the Company not caused by such
Anchor Investor, or (B) any change in the amount of Securities held by such Anchor Investor
resulting from adjustment or exchange provisions or other terms of the Securities, such Anchor
Investor reasonably determines, based on the advice of legal counsel and following consultation
with the Company and, if the Company reasonably so requests, the OTS, that unless it disposes of
all or a portion of its Securities, it or any of its Affiliates could reasonably be deemed to "control"
the Company for purposes of HOLA or any rules or regulations promulgated thereunder (or any
successor provision), then such Anchor Investor shall be permitted to Transfer the portion of the
Securities reasonably necessary to avoid such control determination.
(c) Hedging. Each Anchor Investor agrees that, during the six-month period following the
Closing, it shall not, directly or indirectly, enter into any hedging agreement, arrangement or transaction,
the value of which is based upon the value of any of the Securities purchased pursuant to this Agreement,
except for transactions involving an index-based portfolio of securities that includes Common Stock
(prOVided, that the value of such Common Stock in such portfolio is not more than 5% of the total value of
the portfolio of securities). For the avoidance of doubt, following the six-month anniversary of the Closing,
each Anchor Investor shall be permitted to, directly or indirectly, enter into any such hedging agreement,
arrangement or tranSaction, including any transactions involving index-based portfolio of securities that
includes Common Stock (regardless of the value of such Common Stock in such portfolio relative to the
total value ofthe portfolio of securities). .
4.3 Governance Matters.
(a) Prior to or contemporaneous with the Closing, the Company shall take all requisite
corporate action to decrease the size of the Board of Directors to seven (7) members, including two Board
Representatives (as defined below), the current Chairman of the Board of Directors of the Company and
four directors selected by the Company who are considered independent under NASDAQ Stock Market
Listing Rules and other applicable Law. The Company shall request any existing member ofthe Board of
Directors who will not be among the seven (7) members of the Board of Directors immediately following
the Closing to tender his conditional resignation from the Board of Directors to the Company to be
effective upon the Closing. The Company will cause one person designated by each Lead Anchor Investor
(collectively, the "Board Representatives") to be elected or appointed to the Board of Directors on the
Closing Date to the class of directors with a term expiring in 2011 (which persons shall be subject to
satisfaction of all legal and governance requirements regarding service as a director of the Company in
accordance with the policies of the Company's Nomination and Governance Committee ("Governance
Committee") as in effect on the date hereof (the "Governance Policies". After such appointment, so long
as a Lead Anchor Investor Beneficially Owns the Qualifying Ownership Interest, the Company will
nominate for service on the Board of Directors, and recommend to its stockholders the election of, the
Board Representatives (including any successor thereto duly designated by the applicable Lead Anchor
Investor as provided in Section 4.3(c) below) at the Company's annual meeting and in connection with
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each other corporate action (whether a special meeting, an action of stockholders by written consent, or
otherwise), subject only to satisfaction of the Governance Policies. If such Lead Anchor Investor no longer
Beneficially Owns the Qualifying Ownership Interest, such Lead Anchor Investor will have no further
rights under Sections 4.3(a) through 4.3(c) and, at the written request of the Board of Directors, shall use its
reasonable best efforts to cause its respective Board Representative to resign from the Board of Directors as
promptly as possible thereafter. At the option of a Lead Anchor Investor, the Board of Directors shall
cause the Board Representative of such Lead Anchor Investor to be appointed to each committee of the
Board of Directors as such Lead Anchor Investor may specify, so long as such Board Representative
qualifies to serve on such committee(s) under the applicable rules of NASDAQ, the Governance Policies,
and the charter of each such committee.
(b) The Board Representatives (including any successor nominees) duly selected in
accordance with Section 4.3(a) shall, subject to applicable Law, be the Company's and the Governance
Committee's nominees to serve on the Board of Directors. The Company shall use its reasonable best
efforts to have the Board Representatives elected as directors of the Company and the Company shall
solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board
of Directors. Each Anchor Investor shall, and shall cause its Affiliates to, vote all Voting Securities
(whether now or hereafter acquired) Beneficially Owned by such Anchor Investor or any such Affiliate, as
the case may be, and shall take all such other action within its control, as is reasonably necessary to ensure
that the Board Representatives are elected as directors of the Company and that the Board of Directors shall
consist of seven (7) directors and otherwise be constituted as provided in this Section 4.3.
(0) Subject to Section 4.3(a), each Lead Anchor Investor shall have the power to designate its
respective Board Representative's replacement upon the death, resignation, retirement, disqualification or
removal from office of such director, subject only to satisfaction of the Governance Policies. The Board of
Directors will promptly take all action reasonably required to fill the vacancy resulting therefrom with such
person (including such person, subject to applicable Law, being the Company's and the Governance
Committee's nominee to serve on. the Board of Directors, using all reasonable best efforts to have such
person elected as director of the Company and the Company soliciting proxies for such person to the same
extent as it does for any of its other nominees to the Board of Directors).
(d) Without limiting the right of each Lead.Anchor Investor and its Affiliates to provide
additional compensation to its Board Representative, each Board Representative shall be entitled to receive
from the Company and the Company Subsidiaries, if applicable, the same compensation and same
indemnification in connection with his or her role as a director as the other members of the Boardof
Directors, and each Board Representatives shall be entitled to reimbursement for documented, reasonable
out-of-pocket expenses incurred in attending meetings of the Board of Directors or any committees thereof,
to the same extent as the other members of the Board of Directors. The Company shall notify the Board
Representatives of all regular and special meetings of the Board of Directors and shall notify the Board
Representatives of all regular and special meetings of any committee of the Board of Directors of which the
Board Representatives are members. The Company shall provide the Board Representatives with copies of
all notices, minutes, c o ~ s e n t s and other materials provided to all other members of the Board of Directors
concurrently as such materials are provided to the other members.
(e) So long as a Lead Anchor Investor Beneficially Owns the Qualifying Ownership Interest,
such Anchor Investor shall have the right to designate one non-voting observer to the Board of Directors
(collectively, the ''Board Observers"); provided, however, upon the request of the Company, each Board
Observer shall enter into a customary agreement with the Company imposing confidentiality obligations
comparable to those imposed by Law and this Agreement on the Board Representatives. The Company
shall notify the Board Observers of all regular and special meetings of the Board of Directors, including all
regular and special meetings of any committee of the Board of Directors, at the same time and in the same
manner as the Board Representatives and shall also provide the Board Observers with copies of all notices,
minutes, consents and other materials provided to all members of the Board of Directors concurrently as
such materials are provided to such members.
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(f) Prior to or contemporaneous with the Closing, the Bank shall take all requisite corporate
action to decrease the size of the Bank board of directors to seven (7) members, including the two Board
Representatives, the current Chairman of the Board of Directors of the Company, the current chief
executive officer of the Bank and three directors selected by the Bank who are considered independent
under applicable Law. The Bank shall request any existing member of the Bank board of directors who
will not be among the seven (7) members of the Bank board of directors immediately following the Closing
to tender his conditional resignation from the Bank board of directors to the Bank to be effective upon the
Closing. The Company will cause each ofthe Board Representatives to be elected or appointed to the Bank
board of directors on the Closing Date (which persons shall be subject to satisfaction of all legal
requirements regarding service as a director of the Bank as in effect on the date hereof). After such
appointment, so long as a Lead Anchor Investor Beneficially Owns the Qualifying Ownership Interest, the
Bank will cause to be elected the Board Representatives at the Bank's annual meeting subject to
satisfaction of all legal requirements regarding service as a director of the Bank, to the Bank board of
directors and in connection with each other corporate action (whether a special meeting, an action of
stockholder by written consent, or otherwise). Ifsuch Lead Anchor Investor no longer Beneficially Owns
the Qualifying Ownership Interest, such Lead Anchor Investor will have no further rights under this
Section 4.3(t) and, at the written request of the Bank board of directors, shall use all reasonable efforts to
cause its respective Board Representative toresign from the B ~ board of directors as promptly as
possible thereafter.
(g) The Company acknowledges that certain Board Representatives (each, an "Anchor
Investor Indemnitee") may have certain rights to indemnification, advancement of expenses and/or
insurance provided by the Oak Hill Anchor Investor or the Lovell Minnick Anchor Investor, as applicable,
and! or certain of its affiliates (collectively, the" Anchor Investor Indemnitors"). The Company hereby
agrees (i) that it is the indemnitor offrrst resort (i.e., its obligations to each Anchor Investor Indemnitee are
primary and any obligation of the Anchor Investor Indemnitors to advance expenses or to provide
indemnification for the same expenses or liabilities incurred by any Anchor Investor Indemnitee are
secondary), and (ii) that it shall be required to advance the full amount of expenses incurred by each
Anchor Investor Indemnitee and shall be liable for the full amount of all expenses and liabilities to the
extent legally permitted and as required by the terms of this Agreement and the articles of incorporation
. and by-laws of the Company (and any other agreement regarding indemnification between the Company
and any Anchor Investor Indemnitee), without regard to any rights an Anchor Investor Indemnitee may
have against any Anchor Investor Indemnitor. The Company further agrees that no advancement or
payment by any Anchor Investor Indemnitor on behalf of any Anchor Investor Indemnitee with respect to
any claim for which such Anchor Investor Indemnitee has sought indemnification from the Company shall
affect the foregoing and the Anchor Investor Indemnitors shall have a right of contribution and/or be
subrogated to the extent of such advancement or payment to all of the rights of recovery of such Anchor
Investor Indemnitee against the Company. The Company and each Anchor Investor Indemnitee agree that
the Anchor Investor Indemnitors are express third party beneficiaries of the terms ofthis Section 4.3(g).
(h) With respect to the Lovell Minnick Anchor Investor, (0 the rights and benefits with
respect to the Board Representative of the Lovell Minnick Anchor Investor set forth in this Section 4.3
(whether with respect to designation, replacement, or otherwise) shall be for the benefit of, and shall be
. exercised by, Lovell Minnick Equity Partners III LP, and (ii) the rights and benefits with respect to the
Board Observer of the Lovell Minnick Anchor Investor set forth in this Section 4.3 (whether with respect to
designation, replacement, or otherwise) shall be for the benefit of, and shall be exercised by, Lovell
Minnick Equity Partners III-A LP.
4.4 Legend.
(a) Each Anchor Investor agrees that all certificates pr other instruments representing the
Securities subject to this Agreement will bear a legend substantially to the following effect:
(1) THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR
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1012
OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT
RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
SUCH ACT OR SUCH LAWS.
(2) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO TR.ANSFER AND OTHER RESTRICTIONS SET FORTH IN AN
INVESTMENT AGREEMENT, DATED AS OF OCTOBER 28,2010, COPIES OF WHICH
ARE ON FILE WITH THE SECRETARY OF THE ISSUER.
(b) Upon request of an Anchor Investor, in connection with (i) a Transfer pUI'SWltlt to a
public offering registered pursuant to the Securities Act, (ii) a Transfer pursuant to Rule 144 under the
Securities Act, or (iii) any other Transfer where such Anchor Investor has provided the Company with an
opinion of counsel in customary form (it being understood that the customary Rule 144 opinion of Simpson
Thacher & Bartlett LLP or Kirkland & Ellis LLP shall be acceptable) to the effect that such Transfer and
any subsequent Transfer does not require registration under the SecuritiesAcl or under any applicable state
Laws, the Company shall promptly cause clause (1) of the legend referred to above to be removed from any
certificate for any Securities to be Transferred, and clause (2) of the legend shall be removed upon the
expiration of such Transfer and other restrictions set forth in this Agreement. Each Anchor Investor
acknowledges that the Securities have not been registered under the Securities Act or under any state
securities Laws and agrees that it will not sell or otherwise dispose of any of the Securities; except in
compliance with the registration requirements or exemption provisions of the Securities Act and any other
applicable securities Laws.
4.5 Reservation for Issuance. On and after the filing of an amendment to the Articles of Incorporation
to effect a reverse stock split or to increase the authorized shares of Common Stock as contemplated by the
Stockholder Proposals, the Company will at all times reserve that number of shares of Common Stock sufficient for
issuance, including upon conversion or exercise, of Securities owned at any time by each Anchor Investor, without
regard to any limitation on such conversion or exercise.
4.6 NASDAOApproval. The Company agrees that it will use best efforts to obtaiIi the NASDAQ
Approval in connection with the transactions contemplated by this Agreement. The Company shall submit any
written request for the NASDAQ Approval and any and all materials supporting the request for the NASDAQ
Approval to the Anchor Investors for review and comment prior to submitting such materials to NASDAQ, and all
such materials shall be approved by each of the Anchor Investors prior to submission (such approval not to be
unreasonably withheld or delayed). Any and all follow up or responsive materials produced by the Company shall
be approved by each of the Anchor Investors prior to submission to the NASDAQ. The Company shall inform the
Anchor Investors as soo11 as is practicable upon the receipt of the NASDAQ Approval and any related
communication from the NASDAQ. A representative of each of the Anchor Investors shall have the right to attend,
to the extent permitted by the NASDAQ, all meetings and conference calls relating to the matters set forth in this
Section 4.6.
4.7 Indemnity.
(a) The Company agrees to indemnify and hold harmless each Anchor Investor and its
Affiliates and each of their respective officers, directors, direct and indirect partners, members and
employees, and each person who conttolseach Anchor Investor within the meaning of the Exchange Act
and the rules and regulations promulgated thereunder, to the fullest extent permitted by Law, from and
against any and all actions, suits, claims, proceedings, costs, losses, liabilities, damages, expenses
(including reasonable attorneys' fees and disbursements), amounts paid in settlement and other costs
(collectively, "Losses") arising out of or resulting from (1) any inaccuracy in or breach of the Company's
representations or warranties in this Agreement or (2) the Company's breach of agreements or covenants
made by the Company in this Agreement. or (3) any action, suit, Claim, proceeding or investigation by any
Governmental Entity, stockholder of the Company or any other person (other than the Company) relating to
this Agreement or the transactions contemplated hereby.
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1013
(b) Each Anchor Investor agrees to iIidemnify and hold harmless each of the Company and
its Affiliates and each of their respective officers; directors, direct and indirect partners, members and
employees, and each person who controls the Company within the meaning of the Exchange Act and the
rules and regulations promulgated thereunder, to the fullest.extent permitted by Law, from and against any
and all Losses arising out of or resulting from (1) any inaccuracy in or breach of such Anchor Investor's
representations or warranties in this Agreement or (2) such Anchor Investor's breach of agreements or
covenants made by such Investor in this Agreement. ..
( c) A party entitled to indemnification hereunder (each, an "Indemnified party'') Shall give
written notice to the party indemnifying it (the "Indemnifying party'') of any claim with respect to which it
seeks indemnification reasonably promptly after the discovery by such Indemnified party of any matters
giving rise to a claim for indemnification; provided that the failure of any Indemnified party to give notice
as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 4.7 unless
and only to the extent that the Indemnifying party shall have been actually prejudiced by the failure of such
Indemnified party to so notify such party. Such notice Shall describe in reasonable detail such claim to the
extent then known by the Indemnified Party. In case any such action, suit, claim or proceeding is brought
against an Indemnified party, the Indemnified party Shall be entitled to hire its own counsel at the cost and
expense of the Indemnifying party (except that the Indemnifying party shall only be liable for the legal fees
and expenses of one law firm for all Indemnified Parties, taken together with respect to any single action or
group of related actions); provided, however, that if (i) the Indemnifying Party acknowledges in writing its
obligation to indemnify the Indemnified party hereunder against any and all Losses, and (ii) the action, suit,
claim or proceeding does not seek any material injunctive or equitable relief or any criminal penalties, then
the Indemnifying party shall be entitled to assume and conduct the defense thereof at its expense and
through counsel of its choice reasonably acceptable to the Indemnified party if it gives notice of its
intention to do so to the Indemnified Party within ten business days of the receipt of such notice from the
Indemnified party, and, in such event, the Indemnified Party shall be entitled to hire, at its own expense,
separate counsel and participate in the defense thereof; provided,jurther, that if the counsel to the
Indemnified party advises such Indemnified Party in writing that such claim involves a conflict of interest
(other than one of a monetary nature) that would reasonably be expected to make it inappropriate for the
same counsel to represent both the Indemnifying Party arid the Indemnified Party, then the Indemnified
Party shall be entitled to retain its own counsel at the cost and expense of the Indemnifying Party (except
that the Indemnifying Party shall only be liable for the legal fees and expenses of one law firm for all
Indemnified Parties, taken together with respect to any single action or group of related actions). If the
Indemnifying Party assumes the defense of any claim, all Indemnified Parties shall thereafter deliver to the
Indemnifying Party copies of all notices and documents (including court papers) received by the
Indemnified Party relating to the claim, and each Indemnified Party Shall reasonably cooperate in the
defense or prosecution of such claim. Such cooperation ~ a l l include the retention and (upon the
Indemnifying Party's request) the provision to the Indemnifying Party of records and information that are
reasonably relevant to such claim, and making employees available on a mutually convenient basis to
provide additional information and explanation of any material provided hereunder. The Indemnifying
Party shall not be liable for any settlement of any action, suit, claim or proceeding effected without its
written consent; provided, however, that the Indemnifying Party shall not unreasonably withhold or delay
its consent. The Indemnifying Party further agrees that it will not, without the Indemnified Party's prior
written consent (which shall. not be unreasonably withheld or delayed), settle or compromise any claim or
consent to entry of any judgment in respect thereof in any pending or threatened action, suit, claim or
proceeding in respect of which indemnification has been sought hereunder unless such settlement or
compromise, (i) includes an unconditional release of such Indemnified Party from all liability arising out of
such action, suit, claim or proceeding, (ii) provides solely for the payment of money damages and not any
injunctive or equitable relief or criminal penalties, and (iii) does not create any financial or other obligation
on the part of an Indemnified Party which would not be indemnified in full by the Indemnifying Party.
(d) For purposes of the indemnity contained in Sections 4.7(a)(1) and 4.7(b)(1), all
qualifications and limitations set forth in such representations and warranties as to "materiality," "Material
Adverse Effect" and words of similar import, Shall be disregarded in determining whether there Shall have
been any inaccuracy or breach of any representations and warranties in this Agreement and Shall likewise
be disregarded in determining the amount of Losses incurred or resulting in connection therewith.
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(e) The Company shall not be required to indemnify the Indemnified Parties pursuant to
Section 4.7(aXn (other than with respect to the representations in Sections 2.2(a), .au. !1 !91 ~ ill. and
. {n}, which shall not be subject to the foregoing limitations) (1) with respect to any claim for
indemnification if the amount of Losses with respect to such claim (including all other claims arising out of
the same facts and circumstances) are less than $25,000 (any claim involving Losses less than such amount
being referred to as a "De Minimis Claim'') and (2) unless and until the aggregate amount of all Losses
incurred with respect to all claims (other than De Minimis Claims) pursuant to Section 4.7(a)(n exceed
. 0.50% of the Purchase Price (the '''Threshold Amount"), in which event the Company shall be responsible
for only the amount of such Losses in excess of the Threshold Amount. No Anchor Investor shall be
required to indemnify the Indemnified Parties pursuant to Section 4.7CbXl), (1) with respect to any De
Minimis Claim and (2) unless and until the aggregate amount of all Losses incurred with respect to all
claims (other than De Minimis Claims) pursuant to Section 4.7(bXn for which such Anchor Investor has
. an indemnification obligation exceed the Threshold Amount, in which event such Anchor Investor shall be
responsible for only the amount of such Losses in excess of the Threshold Amount. The cumulative
indemnification obligation of (1) the Company to each Anchor Investor and all of the Indemnified Parties
affiliated with (or whose claims are permitted by virtue of their relationship with) such Anchor Investor or
(2) any Anchor Investor to the Company and the Indemnified Parties affiliated with (or whose claims are
permitted by virtue of their relationship with) the Company, in each case for inaccuracies in or breaches of
representations and warranties, shall in no event exceed the Purchase Price actually paid by such Anchor
Investor.
(t) Any claim for indemnification pursuant to Section 4.7(aXn or 4.7(b)(n for breach of any
representation or warranty can only be brought on or prior to the date on which such representation or
warranty would otherwise expire pursuant to Section 6.1; provided that if notice of a claim for
indemnification pursuant to Section 4.7(aXn or 4.7(bXn for breach of any representation or warranty is
. brought prior to the end of such period, then the obligation to indemnify in respect of such breach shall
survive as to such claim, until such claim has been finally resolved.
(g) ~ e indemnity provided for in this Section 4.7 shall be the sole and exclusive monetary
remedy of Indemnified Parties after the Closing for any inaccuracy of any representation or warranty or any
other breach of any covenant or agreement contained in this Agreement; provided that nothing herein shall
limit in any way any such party's remedies in respect of fraud by any other party in connection with the
transactions contemplated hereby. No party to this Agreement (or any of its Affiliates) shall, in any event,
be liable or otherwise responsible to any other party (or any of its Affiliates) for any punitive damages
(other than punitive damages payable to a person who is not a party to this Agreement and not an Affiliate
of any such party) arising out of or relating to this Agreement or the performance or breach hereof.
(h) No investigation of the Company by the Anchor Investors, or by the Company of the
Anchor Investors, whether prior to or after the date hereof shall limit any Indemnified Party's exercise of
any right hereunder or be deemed to be Ii waiver of any such right.
(i) No claims may be made pursuant to this Section 4.7 by an Anchor Investor or related
persons unless (i) a Lead Anchor Investor shall have asserted such a claim under this Section 4.7 and (ii)
such claims (including the type and amount of recovery sought by such claim) are the same claims as the
Lead Anchor Investor claim with recovery to be shared ratably. .
G) Any indemnification payments pursuant to this Section 4.7 shall be treated as an
adjustment to the Purchase Price for the Securities for U.S. federal income and applicable state and local
Tax purposes, unless a different treatment is required by applicable Law. .
4.8 Exchange Listing. The Company shall promptly use its reasonable best efforts to cause the shares
. of Common Stock to be issued hereunder and reserved for issuance pursuant to the exercise of the Warrants to be
approved for listing on NASDAQ (and, in the case of the shares of Common Stock issuable upon exercise of the
Warrants, upon receipt of the approval by the Company's stockholders of the Stockholder Proposals), as promptly as
practicable, and in any event before the Closing.
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4.9 Registration Rights.
(a) Registration.
(1) Subject to the terms and conditions of this Agreement, the Company covenants
and agrees that, as promptly as practicable following the Closing and in any event no later than the
date that is 90 days following the Closing Date, the Company shall have prepared and filed with
the SEC a Shelf Registration Statement covering the resale of all of the Registrable Securities (or,
if permitted by the rules of the SEC, otherwise designate an existing Shelf Registration Statement
filed with the SEC to cover such Registrable Securities), and, to the extent the Shelf Registration
Statement has not theretofore been declared effective or is not automatically effective upon such
filing, the Company shall.use reasonable best efforts to cause such Shelf Registration Statement to
be declared or become effective as soon as practicable (and in any event not later than the
Effectiveness Deadline and to keep such Shelf Registration Statement continuously effective and
in compliance with the Securities Act and usable for resale of such Registrable Securities for a
period from the date of its initial effectiveness until such time as there are no such Registrable
Securities remaining (including by refiling such Shelf Registration Statement (or a new Shelf
Registration Statement) if the initial Shelf Registration Statement expires). If the Company is a
well-known seasoned issuer (as defmed in Rule 405 under the Securities Act) at the time of filing
of the Shelf Registration Statement with the SEC, such Shelf Registration Statement shall be
designated by the Company as an automatic Shelf Registration Statement. Notwithstanding the
registration obligations set forth in this Section 4.9(a)(l), in the event the SEC informs the
Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be
registered for resale as a secondary offering on a single registration statement, the Company
agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable
efforts to file amendments to the initial Shelf Registration Statement as required by the SEC
and/or (ii) withdraw the initial Shelf Registration Statement and file a new Shelf Registration
Statement, in either case covering the maximum number of Registrable Securities permitted to be
registered by the SEC, on such form available to the Company to register for resale the Registrable
Securities as a secondary offering; provided, however, that prior to filing such amendment or new
Shelf Registration Statement, the Company shall be obligated to use its reasonable best efforts to
advocate with the SEC for the registration of all of the Registrable Securities in accordance with
the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation
612.09 .. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a
limitation of the number of Registrable Securities or other shares of Common Stock permitted to
be registered on a particular Shelf Registration Statement as a secondary offering (and
notwithstanding that the Company used diligent efforts to advocate with the SEC for the
registration of all or a greater number of Registrable Securities), the number of Registrable
Securities or other shares of Common Stock to be registered on such Shelf Registration Statement
will be reduced as follows: first, the Company shall reduce or eliminate the shares of Common
Stock to be included by any Person other than a Holder; second, the Company shall reduce or
eliminate any shares of Common Stock to be included by any Affiliate (which shall not include
any Anchor Investor or their Affiliates) of the Company; and third, the Company shall reduce the
number of Registrable Securities to be included by all Holders on a pro rata basis based on the
total number of unregistered Registrable Securities held by such Holders, subject to a
determination by the SEC that certain Holders must be reduced before other Holders based on the
number of Registrable Securities held by such Holders. In the event the Company amends the
initial Shelf Registration Statement or files a new Shelf Registration Statement, as the case may
be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file
with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or
to registrants of securities in general, one or more registration statements on such form available to
the Company to register for resale those Registrable Securities that were not registered for resale
on the initial Shelf Registration Statement, as amended, or the new Shelf Registration Statement.
No Holder shall be named as an "underwriter" in any Registration Statement without such
Holder's prior written consent.
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1016
(2) Beginning on the Effectiveness Deadline, each of the Lead Anchor Investors
shall have the right, by written notice (the "Demand Notice") given to the Company, to at
any time and from time to time during such periods when a Shelf Registration Statement or Shelf
Registration Statements covering all of such Lead Anchor Investors' Registrable Securities is or
are not existing and effective, that the Company register under and in accordance with the
provisions of the Securities Act all or any portion of the Registrable Securities designated by such
Lead Anchor Investor. Upon receipt of a Demand Notice from a Lead Anchor Investor, the
Company shall promptly (and in any event within ten (10) business days from the date of receipt
of such Demand Notice), notify the other Lead Anchor Investor of the receipt of such Demand
Notice and allow such other Lead Anchor Investor the opportunity to include Registrable
Securities held by such Lead Anchor Investor in the proposed registration by submitting its own
Demand Notice. The Company, within 45 days of the date on which the Company receives such
earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its
reasonable best efforts to cause to be declared effective as promptly as practicable, a registration
statement on the appropriate form for the registration and sale as shall be selected by the Company
and as shall be reasonably acceptable to the Lead Anchor Investors registering Registrable
Securities, in accordance with the intended method or methods of distribution (which may be by
an underwritten offering), of the total number of Registrable Securities specified by the Holders in
such Demand Notice (a "Demand Registration Statement''). If the Lead Anchor Investors
registering Registrable Securities intend to distribute any Registrable Securities by means of an
underwritten offering, they shall promptly so advise the Company and the Company shall take all
reasonable steps to facilitate such distribution, including the actions required pursuant to the other
provisions of this Section 4.9. The managing underwriters in any such distribution shall be
mutually acceptable to each Lead Anchor Investor registering Registrable Securities in such
underwritten offering. Any Demand Registration Statement may, at the request of the Holders
submitting the Demand Notice, be a "shelf' registration pursuant to Rule 415, if available.
(3) The Company shall use reasonable best efforts to keep each Demand
Registration Statement filed to Section 4.9(a)(2) continuously effective and usable for the
resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days
from the date on which the SEC declares such Demand Registration Statement effective, as such
period may be extended pursuant to this paragraph. The time period for which the Company is
required to maintain the effectiveness of any Demand Registration Statement shall be extended by
the aggregate number of days of all suspension periods occurring with respect to such Demand
Registration Statement.
(4) The Company shall be entitled to suspend the use of any effective Demand
Registration Statement under the circumstances set forth in this Section 4.9. For the avoidance of
doubt, the rights provided to the Lead Anchor Investors to effect a Demand Registration shall not
be exercisable until the Effectiveness Deadline.
(5) Any registration pursuant to this Section 4.9(a) (other than a Demand
Registration) shall be effected by means of a shelf registration under the Securities Act (a "Shelf
Registration Statement") in accordance with the methods and distribution set forth in the Shelf
Registration Statement and Rule 415 under the Securities Act. If the Anchor Investors or any .
other holder of Registrable Securities to whom the registration rights conferred by this Agreement
have been transferred in compliance with this Agreement intends to distribute any Registrable
Securities by means of an underwritten offering it shall promptly so advise the Company and the
Company shall take all reasonable steps to facilitate such distribution, including the actions
required pursuant to Section 4.9(c). The lead underwriters in any such distribution shall be
selected by the holders of a majority of the Registrable Securities to be distributed. .
(6) Whenever the Company proposes to register aIiy of its securities, whether or not
for its own account and including in connection with a Demand Registration, other than a
registration pursuant to Section 4.9(aXl) or a Special Registration, and the registration form to be
filed may be used for the registration or qualification for distribution of Registrable SecUrities, the
\
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1017
Company will give prompt written notice to each Anchor Investors and all other Holders of its
intention to effect such a registration (but in no event less than ten days prior to the anticipated
filing date) and will include in such registration all Registrable Securities with respect to which the
Company has received written requests for inclusion therein within ten business days after the date
of the Company's notice (a "Piggyback Registration"). Any such person that has made such a
written request may withdraw its Registrable Securities from such Piggyback Registration by
giving written notice to the Company and the managing underwriter; if any, on or before the tenth
business day prior to the planned effective date of such Piggyback Registration. The Company
may terminate or withdraw any registration under this Section 4.9(aX6) prior to the effectiveness
, of such registration, whether or not the Anchor Investors or any other Holders have elected to
include Registrable Securities in such registration.
(7) If the registration referred to in Section 4.9(aX 6) is proposed to be underwritten,
the Company will so advise the Anchor Investors and all other Holders ,as a part of the written
notice given pursuant to Section 4.9(aX6). In such event, the right of the Anchor Investors and all
other Holders to registration pursuant to this Section 4.9(a) will be conditioned upon such persons'
participation in such underwriting and the inclusion of such person's Registrable Securities in the
underwriting, and each such person will (together with the Company and the other persons
distributing their securities through such underwriting) enter into an underwriting agreement in
customary form with the or underwriters selected for such underwriting by the
Company. If any participating person disapproves of the terms of the underwriting" such person
may elect to withdraw therefrom by written notice to the Company, the managing underwriter and
the Anchor Investors.
(8) If a Piggyback Registration relates to an underwritten primary offering on behalf
of the Company, and the managing underwriters advise the Company that in their reasonable
the number of securities requested to be included in such registration exceeds the number
which can be sold without adversely affecting the marketability 9f such offering (including an
adverse effect on the per share offering price), the Company will include in such registration or
prospectus only such number of securities that in the reasonable opinion of such underwriters can
be sold without adversely affecting the marketability of the offering (including an adverse effect
on the per share offering price), which securities will be so included in the following order of
priority: (i) first, the securities the Company proposes to sell, (ii) second, Registrable Securities of
the Anchor Investors and all other Holders who have requested registration of Registrable
Securities pursuant to Section 4.9(aX61 pro rata on the basis of the aggregate number of such
securities or shares owned by each such person and (iii) third, any other securities of the Company
that have been requested to be so included, subject to the terms of this Agreement.
(9) In the event that Form S 3 is not available for the registration of the resale of
Registrable Securities under Section 4.9(aXl1 the Company shall (i) register the resale of the
Registrable Securities on another appropriate form, including, without limitation, Form S 1 and
undertake to register the Registrable Securities on Form S 3 promptly after such form is available,
provided that the, Company shall maintain the effectiveness of the Shelf Registration Statement
then in effect until such time as a Shelf Registration Statement on Form S 3 covering the
Registrable SecUrities has been declared effective by the SEC.
(b) Expenses of Registration. ,All Registration Expenses incurred in connection with any
registration, qualification or compliance hereunder shall be borne by the Company, All Selling Expenses
incurred in connection with any registrations hereunder shall be borne by the holders of the securities
selling in such registration pro rata on the basis of the aggregate number of securities or shares being sold.
(c) Obligations of the Company. The Company shall use its commercially reasonable efforts
for so long as there are Registrable Securities outstanding to take such actions as are under its control to not
become an ineligible issuer (as defined in Rule 405 under the Securities Act). Whenever required to effect
the registration of any Registrable Securities or facilitate the distribution of Registrable Securities pursuant
to an effective registration statement, the Company shall, as expeditiously as practicable:
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OS 12CJO.0784-1368O-Active.1217118S.13
1018
(1) By 9:30 a.m. New York City time on the first business day after the Effective
Date of a Shelf Registration Statement, file a final prospectus with the SEC, as required by Rule
424(b) under the Securities Act.
(2) Provide to each Holder a copy of any disclosure regarding the plan of
distribution or the selling Holders, in each case, with respect to such Holder, at least three (3)
business days in advance of any filing with the SEC of any registration statement or any
amendment or supplement thereto that amends !luch information. .
(3) Prepare and file with the SEC a prospectus supplement with respect to a
proposed offering of Registrable Securities pursuant to an effective registration statement and,
subject to Section 4.9(dl, keep such registration statement effective or such prospectus supplement
current.
(4) Prepare and file with the SEC such amendments and supplements to the
applicable registration statement and the prospectus or prospectus supplement used in connection
with such registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such registration
statement.
(5) Furnish to the Holders and any underwrlterssuch number of copies of the
applicable registration statement and each such amendment and supplement thereto (including in
each case all exhibits)-and of a prospectus, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned or to be distributed by them.
(6) Use its reasonable best efforts to register and qualify the securities covered by
such registration statement under such other securities or blue sky Laws of such jurisdictions as
shall be reasonably requested by the Holders or any managing underwriter(s), to keep such
registration or qualification in effect for so long as such registration statement remains in effect,
and to take any other action which may be reasonably necessary to enable such seller to
consummate the disposition in such jurisdictions of the securities owned by such Holder; provided
that the Company shall not be required in connection therewith or as a condition thereto to qualify
to do business or to file a general consent to service of process in any such states or jurisdictions.
(7) Notify each Holder at any time when a prospectus relating thereto is required to
be delivered under the Securities Act of the happening of any event as a result of which the
applicable prospectus, as then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing (which notice shall not contain any material
non-public information).
(8) Within one business day after such event. give written notice to the Holders
(which notice shall not contain any material non-pUblic information):
(A) when any registration statement filed pursuant to Section 4.9(al or any
amendment thereto has been filed with the SEC and when such registration statement or
any post-:-effective amendment thereto has become effective;
(B) of any request by the SEC for amendments or supplements to any
registration statement or the proSpectus included therein or for additional information;
(C) of the issuance by the SEC of any stop order suspending the effectiveness
of any registration statement or the initiation of any proceedings for that purpose;
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OS1200-0784-13680-ACtive.1217118S.l3
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(D) of the receipt by the Company or its legal counsel of any notification with
respect to the suspension of the qualification of the Common Stock for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose;
(E) of the happening of any event that requires the Company to make changes
in any effective registration statement or the prospectus related to the registration
statement in order to make the statements therein not misleading (which notice shall be
accompanied by an instruction to suspend the use of the prospectus until the requisite
changes have been made); and
(F) if at any time the representations and warranties of the Company
contained in any underwriting agreement contemplated by Section 4.9(cXI2) cease to be
true and correct.
(9) Use its reasonable best efforts to prevent the issuance or obtain the withdrawal
. of any Order suspending the effectiveness of any registration statement referred to in Section
4.9(cXSXCl at the earliest practicable time.
(10) Upon the occurrence of any event contemplated by Section 4.9(c)(7) or
4.9(c)(S)(E). promptly prepare a post-effective amendment to such registration statement or a
supplement to the related prospectus or file any other required document so that, as thereafter
delivered to the Holders and any underwriters, the prospectus will not contain an untrue statement
of a material fact or omit to state any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. If the Company notifies
the Holders in accordance with Section 4.9(cXSXE) to suspend the use of the prospectus until the
requisite changes to the prospectus have been made, then the Holders and any underwriters shall
suspend use of such prospectus and use their reasonable best efforts to return to the Company all
copies of such prospectus (at the Company's expense) other than permanent file copies then in
such Holder's or underwriter's possession; The total number of days that any such suspension
may be in effect in any ISO day period shall not exceed 30 days.
(11) Use reasonable best efforts to procure the cooperation of the Company's transfer
agent in settling any offering or sale of Registrable Securities, including with respect to the
transfer of physical stock certificates into form in accordance with any procedures
reasonably requested by the Holders or any managing underwriter(s).
(12) In the event of an underwritten offering, enter into an underwriting agreement in
customary form, scope and substance and take all such other actions reasonably requested by the
Holders of a majority of the Registrable Securities being sold in connectio).1 therewith or by the
managing underwriter(s), if any, to expedite or facilitate the underwritten disposition of such
Registrable Securities, and in connection therewith in any underwritten offering (including making
members of management and executives of the Company available to participate in "road show",
similar sales events and other marketing activities), (i) make such representations and warranties
to the Holders that are selling stockholders and the managing underwriter(s), if any, with respect
to the business of the Company and its subsidiaries, and the registration statement, prospectus and
documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in
customary form, substance and scope, and, if true, confirm the same if and when requested, (ii)
use its reasonable best efforts to furnish underwriters opinions of counsel to the Company,
addressed to the managing underwriter(s), if any, covering the matters customarily covered in such
opinions requested in underwritten offerings, (iii) use its reasonable best efforts to obtain "cold
comfort" letters from the independent certified public accountants of the Company (and, if
necessary, any other independent certified public accountants of any business acquired by the
Company for which financial statements and financial data are included in the registration
statement) who have certified the financial statements included in.such registration statement,
addressed to each of the managing underwriter(s), if any, such letters to be in customary form and
covering matters of the type customarily covered in "cold comfort" letters, (iv) if an underwriting
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OS 1200-()'784.13680-Active.1217118S.13
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agreement is entered into, the same shall contain indemnification provisions and procedures
customary in underwritten offerings, and (v) deliver such documents and certificates as may be
reasonably requested by the Holders of a majority of the Registrable Securities being sold in
connection therewith, their counsel and the managing underwriter(s), if any, to evidence the
continued validity of the representations and warranties made pursuant to clause (i) above and to
evidence compliance with any customary conditions contained in the underwriting agreement or
other agreement entered into by the Company.
(13) Make available for inspection by a representative of Holders that are selling
stockholders, the managing underwriter(s), if any, and any attorneys or accountants retained by
such Holders or managing underwriter(s), at the offices where normally kept, during reaSonable
business hours, financial and other records, pertinent corporate. documents and properties of the
Company, and cause the officers, directors and empldyees of the Company to supply all
information in each case reasonably requested by any such representative, managing
underwriter(s), attorney or accountant. in connection with such registration statement.
(14) Cause all such Registrable Securities (other than the Warrants (or any successor
warrants) if they do not satisfy applicable listing requirements) to be listed on each securities .
exchange on which similar securities issued by the Company are then listed or, ifno similar
securities issued by the Company are then listed on any securities exchange, use its reasonable
best efforts to cause all Registrable Securities (other than the Warrants (or any successor
warrants) if they do not satisfy applicable listing requirements) to be listed on NASDAQ or the
New York Stock Exchange, as determined by the Company.
(15) Ifrequested by Holdersofa majority of the Registrable SecuriHes being
registered and/or sold in connection therewith, or the managing underwriter(s), if any, promptly
include in a prospectus supplement or amendment such information as the Holders of a majority of
the Registrable Securities being registered and/or sold in connection therewith or managing
underwriter( s), if any, may reasonably request in order to permit the intended method of
distribution of such securities and make all required filings of such prospectus $Upplement or such
amendment as soon as practicable after the Company has received such request.
(16) Timely provide to its stockholders earnings statements satisfying the provisions
of Section 11(a) of the SeCurities Act and Rule 158 thereunder.
(d) Suspension of Sales. Upon receipt of written notice from the that a registration
statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material
fact or omits or may omit to state a material fact required to be stated therein or nepessary to make the
statements therein not misleading or that circumstances exist that make inadvisable use of such registration
statement, prospectus or prospectus supplement, the Anchor Investors and each other Holder shall forthwith
discontinue disposition of Registrable Securities pursuant to such registration statement until such Holder
has received copies of a supplemented or amended prospectus or prospectus supplement, or until such
Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus
supplement may be resumed. The total number of days that any such suspension may be in effect in any
180 day period shall not exceed 30 days and the aggregate of all Suspension Periods during any 365 day
period shall not exceed an aggregate of 60 days.
(e) Termination of Registration Rights. A Holder's registration rights as to any securities
held by such Holder (and its Affiliates, partners, members and former members) shall not be available
unless such securities are Registrable Securities.
(f) Fuinishing Information.
(1) Neither the Anchor Investors nor any Holder shall use any "free writing
prospectus" (as defined in Rule 405) in connection with the sale of Registrable Securities without
the prior written consent of the Company. .
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(2) It shall be a condition precedent to the obligations of the Company to take any
action pursuant to Section 4.9(c) as to a selling Holder that such selling Holder and the
underwriters, if any, shall furnish to the Company such information regarding themselves, the
Registrable Securities held by them and the intended method of disposition of such securities as
shall be required to effect the registered offering of their Registrable Securities.
(g) Indemnification. .
(1) The Company agrees to indemnifY each Holder and, if a Holder is a person other
than an individual, such Holder's officers, directors, employees, agents, representatives and
Affiliates, and each Person, if any, that controls a Holder within the meaning of the Securities Act
(each, an "Indemnitee',), against any and all losses, claims, damages, actions, liabilities, costs and
expenses (including without limitation reasonable fees, expenses and disbursements of attorneys
and other professionals incurred in connection with investigating, defending, settling,
compromising or paying any such losses, claims, damages, actions, liabilities, costs and expenses),
joint or several, arising out of or based upon any untrue statement or alleged untrue statement of
material fact contained in any registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto or any documents
incorporated therein by reference or contained in any free writing prospectus (as such term is
defined in Rule 405 under the Securities Act) prepared by the Company or authorized by it in
writing for use by such Holder (or any amendment or supplement thereto); or any omission to
state therein a material fact required to be stated therein or necessary to the statements
therein, in light of the circumstances under which they were made, not misleading; provided, that
the Company shall not be liable to such Indemnitee in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of
or is based upon (i) an untrue statement or omission made in such registration statement, including
any such preliminary prospectus or final prospectus contained therein or any such amendments or
supplements thereto or contained in any free writing prospectus (as such term is defined in Rule
405 under the Securities Act) prepared by the Company or authorized by it in writing for use by
such Holder (or any amendment or supplement thereto), in reliance upon and in conformity with
information regarding such Indemnitee or its plan of distribution or ownership interests which was
furnished in writing to the Company by such Indemnitee expressly for use in connection with such
registration statement, including any such preliminary prospectus or final prospectus contained
therein or any such amendments or supplements thereto or (ii) offers or sales effected by or on
behalf of such Indemnitee "by means of' (as defined in Rule 159A) a "free writing prospectus" (as
defined in Rule 405) that was not authorized in writing by the Company. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on behalf of an .
Indemnitee and shall !lurvive the transfer of the Registrable Securities by the Holders.
(2) If the indemnification provided for in Section 4.9(g)(1l is unavailable to an
Indemnitee with respect to any losses, claims, damages, actions, liabilities, costs or expenses
referred to therein or is insufficient to hold the Indemnitee harmless as contemplated therein, then
the Company, in lieu of indemnifYing such Indemnitee, shall contribute to the amount paid or
payable by such Indemnitee as a result of such losses, claims, damages, actions, liabilities, costs or
expenses in such proportion as is appropriate to reflect the relative fault of the Indemnitee, on the
one hand, and the Company, on the other hand, in connection with the statements or omissions
which resulted in such losses, claims, damages, actions, liabilities, costs or expenses as well as any
other relevant equitable considerations. The relative fault of the Company, on the one hand, and
of the Indemnitee, on the other hand, shall be determined by reference to, among other factors,
whether the untrue statement of a material fact or omission to state a material fact relates to
information supplied by the Company or by the Indemnitee and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or
omission; the Company and each Holder agree that it would not be just and equitable if
contribution pursuant to this Section 4.9(g)(2) were by pro rata allocation or by any
other method of allocation that does not take account of the equitable considerations referred to in
Section 4.9(g)(l). No Indemnitee guilty of fraudulent misrepresentation (within the meaning of
- 43-
OS1200-0784-13680-Active.l217118S.l3
1022
Section 11(f) of the Securities Act) shall be entitled to contribution from the Company if the
Company was not guilty of such fraudulent misrepresentation.
(3) The indemnity and contribution agreements contained in this Section 4.9(g) are
in addition to any liability that the Company may have to the Indemnitees and are not in
diminution or limitation of the indemnification provisions Under Section 4.7 of this Agreement.
(h) Assignment of Registration Rights. The rights of an Anchor Investors to registration of
Registrable Securities pursuant to Section 4.9(a) may be assigned by such Anchor Investors to a transferee
or assignee of Registrable Securities; provided, however, that the Company shall have no obligations with
respect to such transferee or assignee until such time as such Anchor Investors or such transferee or
assignee shall have furnished to the Company written notice of the. name and address of such transferee or
assignee and the number and type of Registrable Securities that were assigned.
(i) Holdback. With respect to any underwrittenoffering of Registrable Securities by the
Anchor Investor or other Holders pursuant to this Section4.9, the Company agrees not to effect (other than
pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file
any registration statement (other than such registration or a Special Registration) covering any of its equity
securities, or any securities convertible into or exchangeable or exercisable for such securities, during the
period not to exceed ten days prior and 90 days following the effective date of such offering, or such longer
period up to 90 days as may be requested by the managing underwriter. The Company also agrees to cause
each of its directors and senior executive officers to execute and deliver customary lock-up agreements in
such form and for such time period up to 90 days as may be requested by the managing underwriter.
"Special Registration" means the registration of (i) equity securities and/or options or other rights in respect
thereof solely registered on Form S-4 or Form S-8( or successor form) or (ii) shares of equity securities
and/or options or other rights in respect thereof to be offered to directors, members of management,
employees, consultants, customers, lenders or vendors of the Company or the Company Subsidiaries or in
connection with dividend reinvestment plans., .. .
(j) Rule 144 Reporting. With a view to making available to the Anchor Investor and other
Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the
Registrable Securities to the public without registration, the Company agrees to use its reasonable best
efforts to:
(1) make and keep adequate and current public information with respect to the
Company available, as those terms are understood and defined in Rule 144(c)(l) or any similar or
analogous rule promulgated under the Securities Act, at all times after the effective date of this
Agreement;
(2) file with the SEC,in a timely manner, all reports and other documents required .
of the Company under the Exchange Act; and
(3) so long as an Anchor Investor or any other Holder owns any Registrable
Securities, furnish to such Anchor Investor or such Holder forthwith upon request: a written
statement by the Company as to its compliance with the reporting requirements of (i) Rule 144
under the Securities Act and (ii) the Exchange Act; a copy of the most recent annual or quarterly
report of the Company; and such other reports and documents as such Anchor Investor or such
Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to
sell any such securities without registration; and
(4) to take such further action as an Anchor Investor or any other Holder may
reasonably request, all to the extent required from time to time to enable such Anchor Investor or
such Holder to sell Registrable Securities without registration under the Securities Act
-44 ~
OS1200-0784-13680-Active.1217118S.13
1023.
(k) For purposes of this Section 4.9. the following terms shall have the following respective
meanings: .
(1) "Effective Date" means the date that the Shelf Registration Statement filed
pursuant to Section 4.9(aXn is :first declared effective by the SEC.
(2) "Effectiveness Deadline" means, with respect to the initial Shelf Registration
Statement required to be filed pursuant to Section 4.9(a1 the earlier of (i) the 180
th
calendar day
following the Closing Date and (ii)the 10ili business day ilfter the date the Company is notified
(orally or in writing, whichever is earlier) by the SEC that such Shelf Registration Statement will
not be "reviewed" or will not be subject to further review; that if the. Effectiveness
Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the
EffectivenessDeadline shall be extended to the next business day on which the SEC is open for
business.
(3) "Holder" means the Anchor Investors and any other holder of Registrable
Securities to whom the registration rights conferred by this Agreement have been transferred in
compliance with Section 4.9(h) hereof.
(4) "Holders' Counsel" means one counsel for the selling Holders chosen by
Holders holding a majority interest in the Registrable Securities being registered.
(5) "Register," "registered," and ''registration'' shall refer to a registration effected
by preparing and (a) filing a registration statement in compliance with the Securities Act and
applicable rules and regulations thereunder, and the declaration or ordering of effectiveness of
such registration statement or (b) filing a prospectus and/or prospectus supplement in respect of an
appropriate effective registration statement;
(6) "Registrable Securities" means (i) the Securities purchased pursuant to this
Agreement by the Anchor Investors, including any securities purchased pursuant to Section 4.10
and (ii) any shares of capital stock or other equity interests issued or issuable to any Holder with
respect to such Securities or such Common Stock by way of stock dividends or stock splits or in
connection with a combination of shares, conversion, exchange, recapitalization, merger or other
. reorganization), provided that, once issued, such securities will not be Registrable Securities when
(i) they are sold pursuant to an effective registration statement under the Securities Act, (ii) they
may be immediately sold pursuant to Rule 144 without limitation thereunder on volume or manner
of sale and without the requirement for the Company to be in compliance with the current public
information required under Rule 144( c XI) (or Rule 144(iX2), if applicable), (iii) they shall have
ceased to be outstanding or (iv) they have been sold in a private transaction in which the
transferor's rights under.this Section 4.9 are not assigned to the transferee of the securities. No
Registrable Securities may be registered under more than one registration statement at anyone
time.
(7) "Registration Expenses" mean all expenses incurred by the Company in
effecting any registration pursuant to this Agreement (whether or not any registration or
prospectus becomes effective or fmal) or otherwise complying with its obligations under this
Section 4.9, including, without limitation, all registration, filing and listing fees, printing expenses,
fees and disbursements of counsel for the Company, blue sky fees and expenses, expenses
incurred in connection with any ''road show", the reasonable fees and disbursements of Holders'
Counsel, and expenses of the Company's independent accountants in connection with any regular
or special reviews or audits incident to or required by any such registration, but shall not include
Selling Expenses and the compensation of regular employees of the Company, which shall be paid
in any event by the Company. .
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1024
(8) 144", "Rule 158". "Rule 159A", "Rule 405" and "Rule 415" mean, in
each case, such rule promulgated under the Securities Act (or any successor provision), as the
same shall be amended from time to time.
(9) "SEC Guidance" means (i) any publicly- available written or oral guidance,
comments, requirements or requests of the SEC staff and (ii) the Securities Act.
(10) "Selling Expenses" mean all discounts, selling commissions and stock transfer
taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for any
Holder (other than the fees and disbursements of Holder!!' Counsel included in Registration
Expenses).
,(1) No Inconsistent Agreements. The Company shall not, on or after the date of this
Agreement, enter into any agreement with respect to its securities that may impair the rights granted to the
Anchor Investors and the Holders under this Section 4.9 or that otherwise conflicts with the provisions
hereof in any manner that may impair the rights granted to the Anchor Investors and the Holders under this
Section 4.9. In the event the Company has, prior to the date of this Agreement, entered into any agreement
with respect to its securities that is inconsistent with the rights granted to the Anchor Investor and the
Holders under this Section 4.9 (including agreements that are inconsistent with the order of priority
contemplated by Section 4.9(aX8 or that may otherwise conflict with the provisions hereof, the Company
shall use its reasonable best efforts to amend such agreements to ensure they are consistent with the
provisions ofthis Section 4.9.
(m) Certain Offerings by the Investor. In the case of any securities held by the Anchor
Investor that cease to be Registrable Securities solely by reason of clause (ii) in the definition of
"Registrable Securities," the provisions of Sections 4.9(a)(5), clauses (6) and (11 )-(14) of Section 4.9(c),
Section 4.9(g) and Section 4.9(i) shall continue to apply until such securities otherwise cease to be
Registrable Securities. In any such case, an "underwritten" offering or other disposition shall include any
distribution of such securities on behalf of a Holder by one or more broker-dealers, an ''underwriting ,
agreement" shall include any purchase agreement entered into by such broker-dealers, and any "registration
statement" or "prospectus" shall include any offering document approved by the Company and used in
connection with such distribution.
(n) Warrant. The Company and the Holders shall make, no later than the Effectiveness
Deadline, any revisions to the Warrants acceptable to such Holders and necessary in order to permit a
public distribution thereof, including entering into a customary warrant agreement, appointing a warrant
agent and taking such other steps as will be needed to facilitate such a public distribution.
4.10 Gross-Up Rights.
(a) Sale of New Securities. As long as an Anchor Investor owns Securities representing the
Qualifying Ownership Interest (before giving effect to any issuances triggering this Section 4.10), subject
to Section 4.Ha1 such Anchor Investor shall have the rightto, or ifsucbAnchor Investor shall at any time
and from time to time appoint a non-stockholder Affiliate of such Anchor Investor that agrees in writing for
the benefit of the Company to be bound by the terms of this Agreement (any such Affiliate shall be
included in the term "Anchor Investor"), then such Affiliate shall have the right to, exercise the gross-up
rights set forth in this Section 4.10 (such Anchor Investor or such Affiliate, a "Gross-Up Entity"). If at any
time after the Closing, the at any time or from time to time makes any public or non-pUblic
offering of any equity (including Common Stock, Company Preferred Stock and restricted stock), or any
securities, options or debt that are convertible or exchangeable into equity or that include an equity
component (such as an "equity kicker") (including any hybrid security) (any such security a "New
Security") (other than (1) pursuant to the granting or exercise of stock options or other stock incentives to
employees or directors pursuant to the Company's stock incentive plans or the issuance of stock to
employees pUrsuant to the Company's employee stock purchase plan, in each case in the ordinary course of
equity compensation awards and to the extent approved by the Board of Directors, (2) issuances for the
purpose, of consideration in acquisition transactions Previously Disclosed to the Anchor Investors, (3)
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issuances of any securities issued as a result of a stock split, stock dividend, reclassification ot
reorganization or similar event, but solely to the extent such issuance is (A) made to all holders of Common
Stock and (B) results in an adjustment to the number of shares subject to, and the exercise price of, the
Warrants, and (4) issuances of shares of Common Stock issued upon conversion of, or as a dividend on,
any convertible securities of the Company issued prior to the date of this Agreement), the Gross-Up Entity
shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting
discounts or sales commissions) and on the same terms (except that, to the extent permitted by Law and the
Company's Articles of Incorporation and the Gross-Up Entity may elect to receive such securities
in nonvoting form) as such securities are proposed to be offered to others, up to the amount of New .
Securities in the aggregate required to enable it to maintain its proportionate Common Stock-equivalent
interest in the Company. The amount of New Securities that the Gross,,:UpEntity shall be entitled to
purchase in the aggregate shall be determined by multiplying (x) the total number of such offered shares of
New Securities by (y) a fraction, the numerator of which is the number of shares of Common Stock held by
such Anchor Investor plus the number of shares of Common Stock represented by the Warrants held by
such Anchor. Investor on an as-exercised basis as of such date, and the denominator of which is the total
number of shares of Common Stock then outstanding plus the number of shares of Common Stock
represented by all of the Warrants then outstanding on an as-exercised basis as of such date.
(b)' Notice. In the event the Company proposes to offer New Securities, it shall give the
Gross-Up Entity written notice of its intention, describing the price (or range of prices), anticipated amount
of securities, timing and other terms upon which the Company proposes to offer the same (including, in the
case of a registered public offering and to the extent possible, a copy of the prospectus included in the
registration statement filed with respect to such offering), no later than ten business days, as the case may
be, after the initial filing of a registration statement with the SEC with respect to an underwritten. public
offering, after the commencement of marketing with respect to a Rule 144A offering or after the Company
proposes to pursue any other offering. The Gross-Up Entity shall have fifteen business days from the date
of receipt of such notice to notify the Company in writing that it intends to exercise such gross-up purchase
rights and as to theamount of New Securities the Gross-Up Entity desires to purchase, up to the maximUm
amount calculated pursuant to Section 4.1Q(a). Such notice shall constitute a non-binding indication of
interest of the Gross-Up Entity to purchase the amount of New S.ecurities so specified at the price and other
terms set forth in the Company's notice to it. The failure of the Gross-Up Entity to respond within such
fifteen business day period shall be deemed to be a waiver of the Gross-Up Entity's rights under this
Section 4.10 only with respect to the offering described in the applicable notice.
(c) Purchase Mechanism. If the Gross-Up Entity exercises its grQss-up purchase rights
provided in this Section 4.10. the closing of the purchase ofthe New Securities with respect to which such
right has been exercised shall take place within 45 days after the giving of notice of such exercise, which
period of time shall be extended for a maximum of 180 days in order to comply with applicable Laws and
regulations (including receipt of any applicable regulatory or stockholder approvals). Each of the Company
and the Gross-Up Entity agrees to use its commercially reasonable efforts to secure any regulatory or
stockholder approvals or other consents, and to comply with any Law or regulation necessary in connection
with the offer, sale and purchase of such New Securities, including calling a special meeting of the
Company's stockholders to vote on any matters requiring stockholder approval in connection with the
offer, sale and purchase of such New Securities (the "Gross-Up Proposals"), recommending to the
Company's stockholders that such stockholders vote in favor of any Gross-Up Proposals and soliciting
proxies for approval of any Gross-Up Proposals.
(d) Failure to Purchase. In the event the Gross-Up Entity fails to exercise its gross-up
purchase rights provided m this Section 4.10 within said fifteen business day period or, if so exercised, the
Gross-Up Entity does not or is unable to consummate such purchase within their applicable time periods
specified in Section 4.1Q(c) above for any reason, the Company shall thereafter be entitled during the
period of 90 days following the conclusion of the applicable period to sell or enter into an agreement
(pursuant to which the sale of the New Securities covered thereby shall be consummated, if at all, within 30
days from the date of said agreement) to sell the New Securities not elected to be purchased pursuant to this
Section 4.10 or which the Gross-Up Entity does not or is unable to purchase, at a price and upon terms no
favorable to the purchasers of S!lch securities than were specified in the Company's notice to the
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Gross-Up Entity. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or
stockholder approval or consent or the expiration of any waiting period, the 'time period during which such
sale may be consummated Shall be extended until the expiration of five business days after all such
approvals or consents have been obtained or waiting periods expired, but in no event shall such time period
exceed 180 days from the date of the applicable agreement with respect to such sale. In the event the
Company has not sold the New Securities or entered into an agreement to sell the New Securities within
said 90-day period (or sold and issued New Securities in accordance with the foregoing within 30 days
from the date of said agreement (as such period may be extended in the manner described above for a
period not to exceed 180 days from the date of said agreement, the Company shall not thereafter offer,
issue or sell such New Securities without first offering such securities to the Gross-Up Entity in the manner
provided above. .
(e) Non-Cash Consideration. In the case of the offering of securities for a consideration in
whole or in part other than cash, including securities acquired in exchange therefor (other than securities by
their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof
as determined by the Board of Directors; provided, however, that such fair value as determined by the
Board of Directors shall not e ~ c e e d the aggregate market price of the securities being offered as of the date
the Board of Directors authorizes the offering of such securities.
(t) Cooperation. The Company and the Anchor Investors Shall cooperate in good faith to
facilitate the exercise of the Gross-Up Entity's gross-up rights hereunder, including securing any required
approvals or consents.
(g) Assignment. Notwithstanding anything to the contrary in this Agreement; in the event
that the Gross-Up Entity is not permitted under applicable Law or regulation to exercise. any of its rights to
purchase New Securities under this Section 4.10, each Anchor Investor may, in its sole discretion, assign
such rights under this Section 4.10 to any of its non-stockholder Affiliates that agrees in writing for the
benefit of the Company to be bound by the terms of this Agreement (any such Affiliate shall be included in
the term "Anchor Investor'').
(h) Exception to Time Periods. Notwithstanding the foregoing provisions of this Section
4.10, in the event that the Board of Directors determines that there is a valid business reason for issuing
New Securities prior to the expiratiOn of the time periods set forth in Section 4.1Q(b) and Section 4.1Q(c),
the Company may proceed to complete such issuance prior to the expiration of such time periods, so long
as provision is made in such issuance such that subsequent to the time periods set forth in Section 4.1Q(b)
and Section 4.1Q(c) either (i) the purchaser(s) will be obligated to transfer that portion of such New
Securities to any Gross-Up Entity properly electing to participate in such issuance pursuant to this Section
4.10 sufficient to satisfy the terms of this Section 4.10 or (ii) the Company shall issue an incremental
;:;;unt of such New Securities to those Gross-Up Entities properly electing to participate in such issuance
pursuant to this Section 4.10 sufficient to satisfy the terms of this Section 4.10.
4.11 D&O Insurance. The Company shall use its reasonable commercial efforts to purchase on
commercially reasonable terms by the Closing Date or maintain the existing D&O Insurance in force, and maintain
for such periods as the Board shall in good faith determine (provided that such period shall not be less than six (6)
years following cessation of service), at its expense, insurance.in an amount determined in good faith by the Board
to be appropriate (provided, that such amount shall not be lower than $15,000,000 unless.otherwise agreed by the
Anchor Investors), on behalf of any person who after the Closing is or was a director or officer of the Company, or
is or was serving at the request of the Company as a director, officer, employee or agent of another person, including
any direct or indirect Subsidiary of the Company, against any expense, liability or loss asserted against such person
and incurred by such person in any such capacity, or arising out of such person's status as such, subject to customary
exclusions.
4.12 No Change in Control. The Company shall and shall cause the Company Subsidiaries to take all
actions necessary to ensure that none of the transactions contemplated by this Agreement and the Other Private
Placements, if any, individually or in the aggregate, shall give rise to a change in control under, or result in the
breach or the violation of, or the acceleration of any right under, or result in any additional rights, or the triggering
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of any anti-dilution adjustment under the Stock Plans, any employment agreements with any officer of the Company .
or any Company Subsidiary or any other contract or agreement to which the Company or any Company Subsidiary
is a party, including without limitation having any such contracts or agreements waived in writing or amended prior
to Closing. .
4.13 No Solicitation of Transactions. From and after the date of this Agreement until the Closing, none
of the Company, the Bank or any of their respective directors, officers, employees, representatives, agents or
advisors shall (i) initiate, solicitor encourage any inquiries, proposal or offer with respect to an Acquisition Proposal
(as defined below), (ii) make or authorize any statement, recomniendation or solicitation in support of any
Acquisition Proposal, (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding,
or provide any non-public infopnation to any person relating to, an Acquisition Proposal, or (iv) enter into, approve
or recommend, or propose to enter into, approve or recommend, any Acquisition Proposal or any letter of intent,
memorandum of understanding, or other agreement relating to an Acquisition Proposal. For purposes of this
Agreement, the term "Acquisition Proposal" means (a) any proposal or offer with respect to a merger, joint venture,
partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering,
share exchange, business combination or similar transaction, involving the Company, the Bank or any of the
Company Subsidiaries and (b) any acquisition by any person resulting in, or proposal or offer, which, if
consummated, would result in, any person becoming the beneficial owner, directly or indirectly, of 10% or more of
. the total voting power of any class of equity securities of the Company (other than pursuant to the Other Private
Placements) or the Bank or any of the Company Subsidiaries, or 10% or more of the consolidated total assets of the
. Company, in each case, other than the transactions contemplated by this Agreement. The Company shall notifY
each Anchor Investor orally and in writing promptly (but in no event later than one business day) after receipt by the
Company, the Bank, or any of their respective directors, officers, employees, representatives, agents or advisors of
any proposal or offer from any person other than the Anchor Investors regarding an Acquisition Proposal or any
request for non- public information by any person other than the Anchor Investors or the Additional Investors
contemplated by this Agreement in connection with an Acquisition Proposal.
4.14 Certain Other Transactions.
(a) Prior to the Closing, notwithstanding anything in this Agreement to the contrary, the
Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that
would reasonably be expected to result in a Change in Control unless such third party shall have provided
prior assurance in writing to the Anchor Investors (in a form that is reasonably satisfactory to the Anchor
Investors) that the terms of this Agreement and the Warrant shall be fully performed (i) by the Company or
(ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect
Subsidiary. For the avoidance of doubt, it is understood and agreed that, in the event that a Change in
Control occurs on or prior to the Closing, the Anchor Investors shall maintain the right under this
Agreement to acquire, pursuant to the terms and conditions of this Agreement, the Common Stock (or such
other securities or property (including cash) into which the Common Stock may have become exchangeable
as a result of such Change in Control), as if the Closing had occurred immediately prior to such Change in
Control, including, for the avoidance of doubt, the Common Stock issuable pursuant to the Warrants.
(b) In the event that, at or prior to Closing, (i) the number of shares of Common Stock or
securities convertible or exchangeable into or exercisable for shares of Common Stock issued and
outstanding is changed as a result of any reclassification, stock split (including reverse split), stock
dividend or distribution (including any dividend or distribution of securities convertible or exchangeable
into or exercisable for shares of Common Stock), merger, tender or exchange offer or other similar
transaction, or (ii) the Company fixes a record date that is at or prior to the applicable Closing Date for the
payment of any non-stock dividend or distribution on the Common Stock, then the number of shares of
Common Stock to be issued to the Anchor Investors at the Closing under this Agreement,together with the
applicable implied per share price, shall be equitably adjuSted and/or the shares of Common Stock to be
issued to the Anchor Investors at the Closing under this Agreement shall be equitably substituted with
shares of other stock or securities or property (including cash), in each case, to provide the Anchor
Investors with substantially the same economic benefit from this Agreement as the Anchor Investors had
prior to the applicable trat:\saction. Notwithstanding anything in this Agreement to the contrary, in no event
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the Purchase Price or any component thereot: or the aggregate percentage of shares to be purchased
by any Anchor Investor, be changed by the foregoing.
( c) In the event that, at or prior to the Closing, there occurs any distribution, issuance or
other transaction that would result in any adjustment or give rise to any right under Section 13 of the
Warrant if the applicable transaction were to occur after the Closing, then at the Anchor Investors' option,
which may be exercised in the Anchor Investors' sole discretion, the form of the Warrant shall be amended,
automatically and without action on the part of the parties to this Agreement, to reflect anyadjustment to or
right in respect of (x) the Exercise Price (as defined in the Warrant) and (y) the amount and nature of shares
of stock or other securities or property (including cash) that a warrantholder would upon the
exercise of the Warrant, in each case, that would be effected or created in accordance with Section 13 of the
Warrant as if the Warrant had been issued to the Anchor Investors on the date of this Agreement and were
in effect at the time of the applicable transaction .. In connection with such amendment, all references to the
Warrant in this Agreement shall be conformed, automatically and without action on the part of the parties
to this Agreement; provided, however, that notwithstanding anything in this Agreement to the contrary, in
no event shall the Purchase Price or any component thereof be changed by the foregoing.
(d) Notwithstanding anything in the foregoing, the provisions of this Section 4.14 shall not
be triggered by the transactions contemplated by the Other Private Placements.
(e) ''Change in Control" mcaps, with respect to the Company, the occurrence of anyone of
the following events:
(1) any person is or becomes a Beneficial Owner (other than an Anchor Investor or
its Affiliates), directly or indirectly, of 25% or more of the aggregate number of Voting Securities;
provided, that the event desCribed in this clause (1) will not be deemed to be a Change in Control .
by virtue of any holdings or acquisitions: (A) by the Company, the Bank. or any other Company
Subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the
Company, the Bank, or any other Company Subsidiary; provided that such holdings or acquisition
by any such plan do not exceed 25% of the then outstanding Voting Securities, (C) by any
underwriter temporarily holding securities pursuant to an offering of such securities, or (D)
pursuant to a Transaction;
(2) individuals who, on the date of this Agreement, -constitute the Board (the
"Incumbent Directors'') cease for any reason to constitute at least a majority of the Board;
provided, that any person becoming a director subsequent to the date of this Agreement whose
election or nomination for election was approved by a vote of at least of the Incumbent
Directors then on the Board (either by a specific vote or by approval by such requisite number of
directors of the Company's proxy statement in which such person is named as a nominee for
director, without written objection to such nomination) shall be. an Incumbent Director (except that
no individuals who were not directors at any time any agreement or understanding with respect to
any Business Combination or contested election is reached shall be treated as Incumbent Directors
for purposes of clause (3) below with respect to such Business Combination or this paragraph in
the case of a contested election); provided further, that the Board Representatives shall be treated
at all times as Incumbent Directors; .
(3) the consummation of a merger, consolidation, share exchange, or similar
transaction that requires adoption by the Company's stockholders (a "Business Combination"),
unless immediately following such Business Combination: (x) more than 50% of the total voting
power of the corporation resulting from such Business Combination (the "Surviving
Comoration',), or, if applicable, the ultimate parent corporation that directly or indirectly has
. Beneficial Ownership of 100'10 of the voting securities eligible to elect directors of the Surviving
Corporation (the "Parent Coiporation''), is represented by Voting Securities that were outstanding
immediately before such Business Combination (or, if applicable, is represented by shares into
which such Voting Securities were converted pursuant to such Business Combination), and (y) at
leaSt a majority of the members of the board of directors of the Parent Corporation (of, if there is

OS1200-0784-13680-Active.1217118S.l3
1029
no Parent Corporation, the Surviving Corporation) following the consummation of the Business
Combination were Incumbent Directors at the time the Company's Board of Directors approved
the execution of the initial agreement providing forsuch Business Combination (any Business
Combination which satisfies all of the criteria specified in (x) and (y) will be deemed a ''Non-
Qualifying Transaction',);
(4) the'stockholders of the Company approve a plan ofliquidation or dissolution or
a sale of all of substantially all of the Company's assets on a consolidated basis; or
(5) the Company has entered into a definitive agreement, the consummation of
which would result in the occurrence ohny of the events described in clauses (1) through (4)
above.
4".15 No Rights Agreement. The Company shall not enter into any poison pill agreement, stockholders'
rights plan or similar agreement that shall limit an Anchor Investor's rights to acquire up to 25% of the Voting
Securities.
4.16 Ayoidance of Control. Neither the Company, the Bank, nor any Company Subsidiary shall take
any action (including any merger, recapitalization, reorganization, or redemption or repurchase of any equity
securities (including any Common Stock and including any securities or rights, options or warrants to purchase
Common Stock or equity securities, or securities of any type whatsoever that are, or may become, convertible into or
exchangeable into or exercisable for Common Stock or equity securities that would cause (or that would
reasonably be expected to result in a material risk of causing) an Anchor Investor's and its Affiliates', or any other
Person's, ownership of voting securities of the Company to increase above 24.9% or to increase to an amount that
would constitute "control" of the Company within the meaning of HOLA and the OTS' s implementing rules and
regulations promUlgated thereunder. In the event that any of the Company, the Bank, or any Company Subsidiary
breaches its obligations under this Section 4.16, or enters into a transaction, contemplates entering into a transaction,
or otherwise believes that it will or is likely to breach its obligations under this Section 4.16. it shall promptly notify
the other parties hereto and shall cooperate in good faith with such parties to make arrangements or take any other
action, in each case, as determined by the Anchor Investors.
4.17 Most Favored Nation; Other Private Placements.
(a) . From the date hereof through the Closing Date, neither the Company, the Bank, nor any
other Company Subsidiary shall enter into any additional agreements, or modify any exigQng agreements,
including any agreements with future investors in the Company, the Bank, or any other Company
Subsidiary (including the Additional Agreements), that have the effect of establishing rights or otherwise
benefiting an investor in the Company; the Bank, or any Company Subsidiary in a manner more favorable
in any respect to such investor than the rights and benefits esqililished in favor of the Anchor Investors in
this Agreement, unless; in any such case, each Anchor Investor will be given a copy of such additional or
modified agreement and is offered the opportunity to receive such rights and benefits of such additional or
modified agreement within 20 days of the execution of such additional or modified agreement. Such
Anchor Investor shall notify the Company in writing, within 20 days after the date it receives a copy of
such additional or modified agreement, of its election to receive the rights and benefits set forth therein.
For the avoidance of doubt, the Anchor Investors will receive a copy of each additional or modified
agreement (including each Additional Agreement) agreed to with one or more other such investors.
Without limiting the foregoing, the Company shall not offer any investors in the Other Private Placements,
terms more favorable, in form or substance, than those granted to the Anchor Investors in this Agreement,
unless the Anchor Investors have consented thereto in writing, and provided. further. that if any agreement
with any Investors in the Other Private Placements contains indemnity provisions comparable to those in
Section 4.7 of this Agreement, such other indemnity provisions shall expressly provide that no claims may
be made thereunder by the Investors or related persons entitled thereto, unless (i) the Lead Anchor
Investors have asserted a claim under the comparable indemnity provisions set forth in Section 4.7 of this
Agreement and (ii) such claims (including the type and amount of recovery sought by such claim) are th.e
same claims as the Lead Anchor Investor claim with recovery to be shared ratably. "
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(b) The Company shall provide the Anchor Investors with copies of any and all written
documents the Company or its representatives prepare for the purposes of the Other Private Placenients,
and shall cooperate with the Anchor Investors to incorporate the Anchor Investors'reasonable comments to
such documents provided on a timely basis prior to furnishing such documents to the potential participants
in such Other Private Placements. Without limiting the foregoing, the Company shall ensure that the
Additional Agreements include the same terms as those set forth in Section 3.1(b). The Company shall
keep the Anchor Investors apprised of the status of the Other Private Placements.
4.18 Transfer Taxes. On the Closing Date, all stock transfer or other similar taxes which are required
to be paid in connection with the sale and transfer of the Securities to be sold to the Anchor Investors hereunder will
be. or will have been, fully paid or provided for by the Company, and all Laws imposing such taxes will be or will
been complied with. .
4.19 Corporate Opportunities. Each of the parties hereto acknowledges that each Anchor Investor and
its Affiliates and related investment funds may review the business plans and related proprietary information of any
enterprise, including enterprises which may have products or services which compete directly or indirectly with
those of the Company and the Company Subsidiaries, and may trade in the securities of such enterprise. None of the
Anchor Investor, any of their respective Affiliates or related investment funds shall be precluded or in any way
restricted from investing or participating in any particular enterprise, or trading in the securities thereof whether or
not such enterprise has products or services that compete with those of the Company and the Company Subsidiaries.
The parties expressly acknowledge and agree that: (a) the Anchor Investors, the Board Representatives, the Board
Observers and Affiliates of the Anchor Investors have the right to, and shall haveno duty (contractual or otherwise)
. not to, directly or indirectly,engage in the same or similar business activities or lines of business as the Company
and the Company Subsidiaries; and (b) in the event that the Anchor Investors, the Board Representatives, the Board
Observers or any Affiliate of the Anchor Investors acquires knowledge of a potential transaction or matter that may
be a corporate opportunity for the Company or any of the Company Subsidiaries,such Anchor Investor, Board
Representative, Board Observer or Affiliate of an Anchor Investor shall have no duty (contractual or otherwise) to
communicate or present such corporate opportunity to the Company or any of the Company Subsidiaries, and,
notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of the
Company Subsidiaries or the other Investors or stockholders of the Company for breach of any duty (contractual or
otherwise) by reason of the fact that the Anchor Investor, any Affiliate thereof or related investment fund thereof,
directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another person,or
. does not present such opportunity to the Company.
ARTICLE V
TERMINATION
5.1 Termination. This Agreement may be terminated prior to the Closing:
(a) . by mutual written agr:eement of the Company and each Lead Anchor Investor;
(b) by (i) the Company, upon written notice to the other parties, in the event that the Closing
does not occur on or before February 28, 2011 or (ii) any Lead Anchor Investor (with respect to such
Anchor Investor), upon written notice to the other parties, in the event that the Closing does not occur on
or before January 31, 2011; provided, however, that the right to terminate this Agreement pursuant to this
Section 5.1(b) shall not be available to any party whose failure to fulfill any obligation under this
Agreement shall have beenthe cause of, or shall have resulted in, the failure of the Closing to occur on or
prior to such date;
(c) . by the Company or any Anchor Investor (with respect to such Anchor Investor), upon
written notice to the other parties, in the event that any Governmental Entity shall have issued any Order or
. taken other action restraining, or prohibiting any of the transactions contemplated by this
Agreement, and such Order or other actIon shall have become final and nonappealable;
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OS1200-0784-13680-Active.1217118S.13
1031
(d) by any Lead Anchor Investor (with respect to such Lead Anchor Investor), upon written
notice to the Company, if there has been a breach of any representation, warranty, covenant or agreement
. made by the Company in this Agreement, or any such representation or warranty shall have become untrue
after the date of this Agreement, in each case such that a.closing condition in Section 1.2(b) would not be
satisfied;
(e) by any Anchor Investor (with respect to such Anchor Investor), upon written notice to the
Company, if such Anchor Investor, any of its Affiliates, or the Company receives written notice from the
OTS that the OTS will not grant (or intends to rescind or revoke if previously granted) any of the
terminations referred to in Section 1.2CbXIXC);
(f) .,yany Lead Anchor Investor (with respect to such Lead Anchor Investor), upon written
notice to the Company, if (i) such Lead Anchor Investor, any of its Affiliates, or the Company receives
written notice from the OTS or the FDIC, as applicable, or (ii) the OTS or the FDIC, as applicable, takes
any action indicating, in each case, that such Governmental Entity will not grant (or intends to rescind or
revoke if previously granted) any of the approvals, determinations, or terminations (x) referred to ip Section
1.2(b)(2XF) or (y) required to consummate the acquisition of Legent Clearing pursuant to the Legent
purchase Agreement; or
(g) by the Duques Anchor Investor (with respect to the Duques Anchor Investor), upon
written notice to the Company, in the event of any termination of this Agreement by a Lead Anchor
Investor pursuant to this Section 5.1.
5.2 Notice of Termination. The Company shall give the other parties notice of any notice given, or
action taken,pursuant to Section 5.1. .
5.3 Effects of Termination. In the event of any termination of this Agreement as provided in Section
ll. this Agreement (other than Section 3.2(b), this Section 5.3 and ArticleVI, which shall remain in full force and
effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall
relieve any party from liability for intentional breach of this Agreement or for fraud.
ARTICLE VI
MISCELLANEOUS
6.1 Survival.
(a) Each of the representations and warranties set forth in this Agreement, other than those
set forth in Sections 2.2(a), .Qll, !1 @, ~ ill. and fu), shall survive the Closing under this Agreement but
only for a period of two years following the Closing Date (or until final resolution of any claim or action
arising from the breach of any such representation and warranty, if notice of such breach was provided
prior to the end of such period) and thereafter shall expire and have no further force and effect, including in
respect of Section 4.7. .
(b) Each of the representations and warranties set forth in Section 2.Ui) shall survive the
Closing under this Agreement until 60 days after the expiration of the statute of limitations applicable to the
matters referred to therein (or until final resolution of any claim or action arising from the breach of any
such representation and warranty, if notice of such breach was provided prior to the erid of such period) and
thereafter shall expire and have no further force and effect, including in respect of Section 4.7.
(c) Each of the representations and warranties set forth in Sections 2.2(a), ill. !1 @, llU.
and fu), shall survive the Closing under this Agreement indefinitely.
(d) Each of the covenants and agreements set forth in this Agreement shall survive the
Closing under this Agreement in accordance with their respective terms.
- 53-
os 12ro.0784-13680-Active.1217118S.13
1032
6.2 Expenses. Each of the parties will bear and.pay all other costs and expenses incurred by it or on
its behalf in connection with the transactions contemplated pursuant to this Agreement; except that the Company
shall bear, and upon request by the Anchor Investors, reimburse the Anchor Investors for, all reasonable out-of-
pocket expenses incurred by the Anchor Investors and their Affiliates in connection with due diligence, the
negotiation and preparation of this Agreement and undertaking of the transactions contemplated pursuant to this
Agreement (including reasonable fees and expenses of attorneys and accounting and financial advisers, any tiling
fees incurred by or on behalf of the Anchor Investors or its Affiliates in connection with the transactions
contemplated pursuant to this Agreement and other expenses previously approved by the Company).
6.3 Amendment: Waiver. No amendment or waiver of any provision of this Agreement will be
effective with respect to any party unless made in writing and signed by an officer of a duly authorized
of such party. No failure or delay by any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The conditions to each party's obligation to
consummate the Closing are for the sole benetit of such party imd may be waived by such party in whole or in part
. to the extent permitted by applicable Law. No waiver of any party to this Agreement will be effective unless it is in
a writing signed by a duly authorized officer of the waiving party that makes express reference to the provision or
provisions subject to such waiver. The rights and remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by Law.
6.4 Counterparts and Facsimile. For the convenience of the parties hereto, this Agreement be
executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument,
and all such counterparts will together constitute the same agreement. Executed signature pages to this Agreement
may be delivered by facsimile or other electronic means (such as a .pdftile) and such facsimiles or other means will
. be deemed as sufficient as if actual signature pages had been delivered.
6.5 Governing Law. This Agreement will be governed by and construed in accordance with the Laws
of the State of New York applicable to contracts made and to be performed entirely within such State. The parties
hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts
located in the Borough of Manhattan, State of New York for any actions, suits or proceedings arising out ofor
relating to this Agreement and the transactions contemplated hereby. The parties hereby irrevocably and
unconditionally consent to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any
such action, suit or proceeding and irrevocably waive, to the fullest extent permitted by Law, any objection that they
may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such court or that
any such action, suit or proceeding which is brought in any such court has been brought in an inconvenient forum.
Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or
without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process
on such party as provided in Section 6.7 shall be deemed effective service ofprocess on such party.
6.6 Waiver of Jurv Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
W AlVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF .
OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
6.7 Notices. Any notice, request, instruction or other document to be given hereunder by any party to
the other will be in writing and will be deemed to have.been duly given (a) on the date of delivery if delivered
personally or by telecopy or facsimile, upon confirmation of receipt, (b) on the first business day following the date
of dispatch if delivered by a recognized next-day courier service, or (c) on the third business day following the date
of mailing if delivered by registered or certified mail, return.receipt requested, postage prepaid. All notices
hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in
writing by the party to receive sUch notice. .
(a) If to the Oak Hill Anchor Investor:
OS1200-0784-13680-Activc.1217118S.13
Oak Hill Capital Partners III,L.P.
Oak Hill Capital Management Partners III, L.P.
201 Main Street, Suite 1620
- 54-
1033
Fort Worth, TX 76102
Attn: Corporate Counsel
Fax: (817) 339-7350
with a copy to (which copy alone shall not constitute notice):
Oak Hill Capital Manafement, LLC
65 East 55
th
Street, 32
D
Floor
New York. NY 10022
Attention: John R. Monsky, Esq.
Telephone: (212) 527-8490
Fax: (212) 527-8450
and a copy to (which copy alone shall not constitute notice):
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York. NY 10017-3954
Attn: Lee A. Meyerson
Telephone: (212) 455-3675
Fax: (212)'455-2502
(b) If to the Lovell Minnick Anchor Investor:
Lovell Minnick Partners LLC
2141 Rosecrans Ave., Suite 5150
El Segundo, CA 90245
Attn: John D. Cochran and Jennings 1. Newcom
Telephone: (310) 414-6160
Fax: (310) 607-9942
Kirkland & Ellis LLP
300 N. LaSalle
Chicago, IL 60654
Attn: Edwin S. del Hierro, P.C.
Matthew J. Richards
Telephone: (312) 862-3222
Fax: (312) 862-2200
(c) If to the Legent Group:
051200-0784-13680-Active.12171185.13
Legent Group, LLC
c/o Henry C. Duques
712 North Casey Key Rd.
Osprey, FL 34229
Telephone: (941) 966-5915
Fax: (941) 966-0718
Najmy Thompson, P.L.
Attn: Joseph L. Najmy, Esq.
6320 Venture Drive, Suite 104
Lakewood Ranch. FL 34202
- 55-
1034
Telephone: (941) 907-3999
Fax: (941) 907-8999
(d) If to Duques:
Henry C. Duques
712 North Casey Key Rd.
Osprey, FL 34229
Telephone: (941) 966-5915
Fax: (941) 966-0718
Najmy Thompson, P.L.
Attn: Joseph L.Najmy, Esq .
. 6320 Venture Drive, Suite 104
Lakewood Ranch, FL 34202
Telephone: (941) 907-3999
Fax: (941) 907-8999
(e) If to the Company:
United Western Bancorp, Inc .
. 700 Seventeenth Street
Suite 2100
Denver, Colorado 80202
Attn: Michael J. McCloskey
Telephone: (303) 595-9898
Fax: (303) 390-0952
Greenberg Traurig, LLP
1200 17th Street
Suite 2400
Attn: Marc J. Musyl
Brian H. Blaney
Telephone: (303) 572-6500
Fax: (303) 572-6540
6.8 Entire Agreement; Assignment.
(a) This Agreement (including the Exhibits, Schedules and DisclosureLetters henito) and
any other agreements executed on the date hereof by the parties hereto constitute the entire agreenient, and
supersede all other prior agreements, understandings, representations and, warranties, both written and oral,
between the parties, with respect to the subject matter hereof; and
(b) this Agreement will not be assignable by o p ~ a t i o n of Law or otherwise (any attempted,
assignment in contravention hereof being null and void); provided that each Anchor Investor may assign its
rights and obligations under this Agreement to any Affiliate, but only if the assignee agrees in writing for
the benefit of the Company (with a copy thereof to be furnished to the Company) to be bound by the terms
of this Agreement (any such assignee shall be included in the term "Anchor Investor");provided,jurther,
that no such assignment shall relieve any Anchor Investor of its obligations hereunder.
- 56-
OS12()()..()784-13680-Active.1217118S.l3
1035
6.9 Interpretation; Other Definitions. Wherever required by the context of this Agreement, the
singular shall include the plural and vice versa, and the inasculine gender shall include the feminineand neuter
genders and vice versa, and references to any agreement, document or instrument shall be deemed to refer to such
agreement, document or instrument as amended, supplemented or modified from time to time. All article, section,
paragraph or clause references not attributed to a particular document shall be references to such parts of this
Agreement, and all exhibit, annex, disclosure letter and schedule references not attributed to a particular document
shall be references to such exhibits, annexes, disclosure letter and schedules to this Agreement. In addition, the
following terms are ascribed the following meanings:
(a) the term "Affiliate" means, with respect to any person, any person directly or indirectly
controlling, controlled by or under common control with, such other person. FOr purposes of this
definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common
control with'') when used with respect to any person, means the possession, directly or indirectly, of the
power to cause the direction of management or policies of such person, whether through the ownerShip of
voting securities by contract or otherwise; .
(b) the word "or" is not exclusive;
(c) the words "including," "includes," "included" and "include" are deemed to be followed
by the words "without limitation";
(d) the terms "herein," "hereof' and ''hereunder'' and other words of similar import refer to
this Agreement as a whole and not to any particular section, paragraph or subdivision;
( e) . . "business day" means any day except Saturday, Sunday and any day which shall be a
legal holiday or a day on which banking institutions in the State of New York or in the State of Colorado
generally are authorized or required by Law or other governmental action to close; .
(f) ''person'' has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used
in Sections 13(d)(3) and 14(d)(2) of the Exchange Act;
(g) to the ''knowledge of the Company" or "Compmy's knowledge" means the actual
knowledge after due inquiry of the "officers" (as such term is defined in Rule 31>-2 under the Exchange Act,
but excluding any Vice President or Secretary) of the Company;
(h) a person shall be deemed to "Beneficially Own" any securities of which such person is
considered to be a "Beneficial Owner" under Rule 13d-3 under the Exchange Act; .
(i) ''Voting Securities" means at any time shares of any class of capital stock of the
Company that are then entitled to vote generally in the election of directors; and
G) to the ''transactions contemplated by this Agreement" include the transactions provided
for in this Agreement, including the Investment and the Other Private Placements.
6.10 Captions. The article, section, paragraph and clause herein are for convenience of
reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of
the provisions hereof.
6.11 Severability. If any provision of this Agreement or the application thereofto any person
(including the officers and directors the parties hereto) or circumstance is determined by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such
provision to persons or circumstances other than those as to which it has been held invalid .or unenforceable, will
remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner materially
- 57-
OS1200-0784-13680-Active.1217U8S.13
1036
adverse to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon a
suitable and equitable substitute provision to effect the original intent of the parties.
6.12 No Third Party Beneficiaries. Nothing contained in this Agreement, expressed or implied, is
intended to confer upon any person other than the parties hereto, any benefit right or remedies, except that the
provisions of Sections 4.7 and 4.9 shall inure to the benefit of the persons referred to in that section.
6.13 Time of Essence. Time is of the essence in the performance of each and every term of this
Agreement.
6.14 Certain Adjustments. If the representations and warranties set forth in Section 2.2@ are not true
and correct in all respects as of the Closing Date, the number of shares of Common Stock shall be, at the Anchor
Investors' option, proportionately adjusted to provide the Anchor Investors with the same economic effect as
contemplated by this Agreement in the absence of such failure to be true and correct. .
6.15 Public Subject to each party's disclosure obligations imposed by Law or
regulation or the rules of any stock exchange upon which its securities are listed, each of the parties hereto will
cooperate with each other in the development and distribution of all news releases and other public information
disclosures with respect to this Agreement and any of the transactions contemplated by this Agreement, and neither
the Company nor the Anchor Investors will make any such news release or public disclosure without first consulting
with the other, and, in each case, also receiving the other's consent (which shall not be unreasonably withheld or
delayed) and each party shall coordinate with the party whose consent is required with respect to any such news
release or public disclosure.
6.16 Specific Performance. The parties agree that irreparable damage would occur in the event that any
of the provisions of this Agreement were not performed in accordance with their specific terms, and that money
damages or other legal remedies would not be an adequate remedy for any such non-performance. It is accordingly
agreed that the parties shall be entitled to specific performance of the terms hereof, without the requirement to post
any bond or other security in connection therewith, this being in addition to any other remedies to which they are
entitled at law or equity.
6.17 No Recourse; Limitation on Liability.
(a) Each party hereto covenants, agrees and acknowledges that no person other than the Anchor
Investors have obligations hereunder and that no person shall have any remedy, recourse or right of recovery
against, or contribution from, any Anchor IIivestor Related Party, whether through any Anchor Investor ot
otherwise, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute,
regulation or applicable law, by or through a claim by or on behalf of any Anchor against any Anchor
Investor Related Party, or otherwise. The term "Anchor Investor Related Party" means (i) any of an
Anchor Investor, (ii) any former, current or future general or limited partners, members, managers, stockholders;
holders of any equity, partnership or limited liability company interest, officers, directors, employees, agents,
controlling persons, or assignees of an Anchor Investor or any of its Affiliates, or (iii) ariy former, current or future
general or limited partners, members, managers, stockholders, holders of any equity, partnership or limited liability
company interest, officers, directors, employees,. agents, controlling persons, assignees, or Affiliates of any of the
foregoing.
(b) The Company agrees that, whether or not this Agreement is terminated, to the extent it has
incurred Losses or damages in connection with this Agreement,(a) the maximum liability of any Anchor Investor
shall be limited to such Anchor Investor's portion of the Purchase Price arid (b) no Anchor Investor shall be liable
for any special, indirect, exemplary, consequential or punitive damages in connection with this Agreement.
6.18 Independent Nature of Anchor Investors' Obligations and Rights. The obligations of each Anchor
Investor under this Agreement are several and not joint with the obligations of any other Anchor Investor, and no
Anchor Investor shall be responsible in any way for the performance of the obligations of any other Anchor Investor
under this Agreement. The decision of each Anchor Investor (other than those Anchor Investors that are Affiliates
of each other) to purchase the Securities pursuant to this Agreement has been made by such Anchor Investor
- 58-
OS12()().(l784-13680-Active.1217118S.13
1037
independently of any other non-Affiliated Anchor Investor and independently of any information, materials,
statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations,
condition (financial or otherwise) or prospects ofthe Company, which may have been made or given by any other
non-Affiliated Anchor Investor or by any agent or employee of any other non-Affiliated Anchor Investor, and no
Anchor Investor and any of its agents or employees shall have any liability to any other Anchor Investor (or any
other person) relating to or arising from any such information, materials, statement or opinions. Nothing contained
in this Agreement, and no action taken by any Anchor Investor pursuant hereto, shall be deemed to constitute the
Anchor Investors as a partnership, an association, ajoint venture or any other kind of entity, or create a presumption
that the Anchor Investors are in any way acting in concert or as a group, and the Company will not assert any such
claim with respect to such obligations or the transactions contemplated by this Agreement. Each Anchor Investor
(other than those that are Affiliates of such Anchor Investor) confirms that it has independently participated in the
negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors and no other
non-Affiliated Anchor Investor has acted as agent for such Anchor Investor in connection with making its
investment hereunder and that no non-Affiliated Anchor Investor will be acting as agent of such Anchor Investor
(and its Affiliates) in connection with monitoring its investment in the Securities or enforcing its rights under this
Agreement. Each Anchor Investor shall be entitled to independently protect and enforce its rights, including,
without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Anchor
Investor to be joined as an additional party in any proceeding for such purpose. It is expressly understood and
agreed that each provision contained in this Agreement is between.the Company and an Anchor Investor, solely, and
not between the Company and the Anchor Investors collectively and not between and among the Anchor Investors.
[Signature page follows]
- 59-
051200-0784-13680-Active.12171185.13
1038
. IN WITNBSS WHEREOF. this Ap:emaIt has bcm duly c:bCUbd and dctivcrccI by the clulyl1lfhorized
otl'ioers of1he peri_ hereto IS oftbe date first herein above written.
'.
UN1TED WBSTBRN \lANCORP,INC.
: t . . ~ -.
Title: Chalrmm of1he Board
OAK HILL CAPITAL PARTNERS m. LoP.
. By: OHCP GenPar m. L.P., fU pnmrl ptII'1ntIr
By: OHCP MOP Partners In. L.P 1t8 gamiI ptJI1IIIIt'
By: OHCP MOP m, Ltd 118 prmrl ptII1ner
.By:
Name:
Tide:
OAK HILL CAPITAL MANAGEMENT PARTNERS m,L.p.
By: OHCP GenPar m, L.P:. III gerwal fJfIrm.r
By: OHCP MGJI Partners m. LoP .. I" genutll ptII'IMr
By: OHCP'MOP DI. Ltd., Its pnet'tJI porIMI'
By:
Name:
ntle:
1039
;
I .
IN WItNESS WHEREOF; ihis' Agreement basbeendiliy executedanddetivered by the 4ulya\l:tborize4,
.officers of the parties hereto asoJthedaie firsihcrein abovewrittell. . ... .
tfflilrEO WBS'tlU'ir.BANCOall .. INC
Sy:
A.i. Qiba.oti
Titie:Chii:irmanottbe Boa..4
ay:

Title;
OHCP L.P., "Jtsgeiler"lpartfier
OHeF 'MGP;Partners iIi,L.P . Usgenera/partner
Ol-ICP MOP nt:Ltd.! its g.eneralpariner
By; OHcP nI, gl!ner.alpwiner
JJy;9lIep MOP III. genel'dlpil"tner
By: qHCp ..
By:
Name:
Title;.
1040
,i,
J,.QVEI,;LMlNNlCKEQUITYPARTNEas ill LP
By;
lts:
'By:
:ItS!.

Its:
By:
Name:
Tid:
Loven Advi$(jrs In Lf

Fund III uaf LLC

. ." . ... u: . .
fitMI\,i4 (t"c\ ,_
By: Loven Minnick Equity Adv;sorslII LP
ItS: GeneratPiUtner
ay: Fui\d UI UGP LI;.C
Its: General Partner
By:
fts:
By:
. Name!
Tide:
LEGENT GROuP. LLC.
By:
Name: Henry C. Duques
"title: President
HENRY C.Dl:iQuES
[Signotilre Page to Investmellt Agz-eernent)
1041
LOVBLL MINNICK BQUlTY PAIlTNBlUl m ~ A LP
By: Lovell MiwIIok Equity AcMSOfS UI LP
Its: Oewnl Partner
By: FwId m UGP LLC
1(1: Oeneral Pal11ler
By: Lovell Minnick Partner; LLC
Its: Mliuagiug Member
By:
Name:
Title:
LEOBNTGROUP. LLC
HENRY C. DUQUBS .
(Slgnl2lurot Page io Jnvestment Ag/'Hm,nt)
6 1 ~
1042
TabC
Exhibit 31 A
1043
EXHIBIT A
Form of Warrant Agreement
. Exhibit A-I
OS 1200-0784-13680-Active.1217118S.13
1044
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HA VB NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS
OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER
SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER
AND OTHER RESTRICTIONS SET FORTH IN AN INVESTMENT AGREEMENT, DATED AS OF
OCTOBER 28, 2010, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE
COMPANY.
No ..____ _
WARRANT
to purchase
u
Shares of Common Stock of
a Colorado corporation
Issue Date:. ____ _
1. Definitions. When used herein the following terms shall have the meanings indicated.
"Affiliate" haS the meaning set forth in Section 6.9(a) of the Investment Agreement.
"Anchor Investors" has the meaning set forth in the preamble of the Investment Agreement.
"Appraisal Procedure" means a procedure whereby two independent appraisers, one chosen by
the Company and one by the Warrantholder (or if there is more than one Warrantholder, a majority in
interest of Warrantholders), shall mutually agree upon the determinations then the subject of appraisal.
Each party shall deliver a notice to the other appointing its appraiser within 15 days after the Appraisal
Procedure is invoked. If within 30 days after appointment of the two appraisers they are unable to agree
upon the amount in question, a third independent appraiser shall be chosen within 10 days thereafter by the
mutual consent of such fITst two appraisers or, if such first two appraisers fail to agree upon the
appointment of a third appraiser, such appointment shall be made by the American Arbitration Association,
or any organization successor thereto, from a panel of arbitrators having experience in the appraisal of the
subject matter to be appraised. The decision of the third appraiser so appointed and chosen shall be given
within 30 days after the selection of such third appraiser. If three appraisers shall be appointed and the
determination of one appraiser is disparate from the middle determination by more than twice the amount
by which the other determination is disparate from the middle determination, then the determination of
such appraiser shall be excluded, the remaining two determinations shall be averaged and such average
shan be binding and conclusive on the Company and the Warrantholder; otherwise, the average of all three
determinations shall be binding and conclusive on the Company and the Warrantholder. The costs of
conducting any Appraisal Procedure shall be borne by the Warrantholder requesting such Appraisal
Procedure, except (A) the fees and expenses of the appraiser appointed by the Company and any other costs
incurred by the Company shall be borne by the Company and (B) if such Appraisal Procedure shall result
in a determination that is disparate by 5% or more from the Company's initial determination, an costs of
conducting such Appraisal Procedure shall be borne by the Company.
"Beneficially Own" or "Benificial Owner" has the meaning set forth in Section 6.9(h) of the
Investment Agreement.
OS 1200.0784-1 0033-Active.12172723.8
1045
"Board of Directors" has the meaning set forth in Section 2.2(a)(I) of the Investment Agreement.
"Business Combination" means a merger, consolidation, statutory share exchange or similar
transaction that requires the approval of the Company's stockholders.
"business day" means any day except Saturday, Sunday and any day which shall be a legal holiday
or a day on which banking institutions in the State of New York or in the State of Colorado generally are
authorized or required by law or other governmental actions to close. .
"Capital StocK' means (A) with respect to any person that is a corporation or company, any and all
shares, interests, participations or other equivalents (however designated) of capital or capital stock of such
person and (B) with respect to any person that is not a corporation or company, any and all partnership or
other equity interests of such person.
"Common StocK' has the meaning set forth in Section 2.
"Common Stock Issuance" has the meaning set forth in Section ~ 2 ( B ) .
"Company" has the meaning set forth in the preamble of the Investment Agreement.
"Company Subsidiary" has the meaning set forth in Section 2.2(aX2) of the Investment
Agreement. .
"Exchange Act' means the Securities Exchange Act of 1934, as amended, or any successor statute,
and the rules and regulations promulgated thereunder.
, "Exercise Price" means $0.40; provided, that such amount shall be reduced by $0.05 on each
three-month anniversary of the date of this Warrant if the Stockholder Approvals shall not have been
obtained prior to such anniversary, up to a maximum reduction of $0.30; and provided, further, that the
foregoing shall be subject to adjustment as set forth herein.
"Expiration Time" has the meaning set forth in Section 3.
"Fair Market Value" means, with respect to any security or other property, the fair market value of
such security or other property as detemuned by the Board of Directors, acting in good faith. If the
Warrantholder does not accept the Board of Director's calculation of fair market value and the
Warrantholder and the Company are unable to agree on fair market value, the Appraisal Procedure shall be
used to determine Fair Market Value. .
"Fundamental Change" means the occurrence of one of the following: '
(i) a ''person'' or "group" within the meaning of Section 13(d) of the Exchange Act files a
Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group
has become the direct or indirect ultimate Beneficial Owner of common equity of the Company
representing more than 50% of the voting power of the outstanding Common Stock;
(ii) . consummation of any consolidation or merger of the Company or similar transaction or
any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the
consolidated assets of the Company and the Company's Subsidiaries, taken asa whole, to any person other
than one of the Company's Subsidiaries, in each case pursuant to which the Common Stock will be
converted into cash, securities or other property, other than pursuant to a transaction in which the persons
that Beneficially Owned, directly or indirectly, voting shares of the Company immediately prior to such
transaction Beneficially Own, directly or indirectly, voting shares representing a majority of the total voting
power of all outstanding classes of voting shares of the continuing or surviving person immediately after
the transaction; or
(iii)
Company.
the Company's stockholderS approve and adopt a plan of liquidation or dissolution of the
OSI200-0784-10033-Active. 12 172723.8
2
1046
"Governmental Entities" has the meaning set forth in Section 1.2(bXl)(A) of the Investment
Agreement.
"Group" means a group as contemplated by Section 13( dX3) of the Exchange Act.
"BOLA" means the Home Owners' Loan Act, as amended, or any successor statute.
"Investment Agreemenf' means the Investment Agreement, dated as of October 28, 2010, as may
be amended from time to time, between the Company and the Anchor Investors.
"Market Price" means, with respect to a particular security, on any given day, the last reported
sale price regular way or, in case no such reported sale takes place on such day, the average of the last
closing bid and ask prices regular way, in either case on the principal national securities exchange on which
_ the applicable securities are listed or admitted to trading, or if not listed or admitted to trading on any
national securities exchange, (A) the closing sale price for such day reported by The Nasdaq Global Market
if such security is traded over-the-counter and quoted in The Nasdaq Global Market, or (B) if such security
is so traded, but not so quoted, the -average of the closing reported bid and ask prices of such security as
reported by The Nasdaq Global Market or any comparable system, or (C) if such security is not listed on
The Nasdaq Global Market or any comparable system, the average of the closing bid and ask prices as
furnished by two members of the National Association of Securities Dealers, Inc. selected from time to
time by the Company for that purpose. If such security is not listed and traded in a manner that the
quotations referred to above are available for the period required hereunder, the Market P r i ~ per share of
Common Stock shall be deemed to be the fair value per share. of such security as determined in good faith
by the_ Board of Directors.
"Ordinary Cash Dividends" means a regular quarterly cash dividend out of surplus or net profits
legally available therefor (determined in accordance with generally accepted accounting principles,
consistently applied) and consistent with past practice. "
"Per Share Fair Market Value" has the meaning set forth in Section 12(C).
"Permitted TransactionK' has the meaning set forth in Section 12m).
''person'' has the meaning given to it in Section 3(aX9) of the Exchange Act and as used in
Sections 13(dX3) and 14(dX2) of the Exchange Act. -
"Preferred Stoe/t' has the meaning set forth in Section 14.
"Preliminary Fundamental Change" means, with respect to the Company, (A) the execution of a
definitive agreement for a transaction or (B) the recommendation that stockholders tender in response toa
tender or exchange offer, in the case of both (A) and (B), that could reasonably be expected to result in a -
Fundamental Change upon consummation.
"Pro Rata Repurchases" means any purchase of shares of Common Stock by the Company or any
Affiliate thereof purSuant to (A) any tender offer or exchange offer subject to Section 13(e) or 14(e) of the
Exchange Act or Regulation 14E promulgated thereunder, or (B) pursuant to any other offer available to
substantially all holders of Common Stock, in the case of both (A) and (B), whether for cash, shares of
Capital Stock of the Company, other securities of the Company, evidences of indebtedness of the Company
or any other person or any other property (including, without limitation, shares of Capital Stock, other
securities or evidences of indebtedness of a Company Subsidiary), or any combination thereof, effected
while this Warrant is outstanding; provided, however, that "Pro Rata Repurchase" shall not include any
purchase of shares by the Company or any Affiliate thereof made in accordance with the requirements of
Rule 10b-18 as -in effect under the Exchange Act. The "Effective Date" of a Pro Rata Repurchase shall
mean the date of acceptance of shares for purchase 0_ exchange under any tender or exchange offer which
is a Pro Rata Repurchase or the date of purchase with respect to any Pro Rata Repurchase that is not a
tender or exchange offer.
,-
OS12(J().0784-10033-Active.12172723.8 3
1047
"SEC' means the U.S. Securities and Exchange Commission.
"Securities" has the meaning set forth in the recitals of the Investment Agreement.
"Securities Act" means the Securities Act of 1933, as amended, or any successor statute, and the
rules and regulations promulgated thereunder.
"Shares" has the meaning set forth in Section 2;
"Stockholder Approvals" means all stockholder approvals necessary to approve a reverse stock
split to decrease the number of shares of Common Stock outstanding, and if necessary, amend the
Amended and Restated Articles of Incorporation of the Company to increase the number of authorized
shares of Common Stock to at least such number as shall be sufficient to permit the exercise of this Warrant
for the Shares.
"Subsidiary" has the meaning set forth in Section 2.2(a)(2) of the Investment Agreement.
"Underlying Security Price" has the meaning set forth in Annex 1.
"Voting Securities" has the meaning set forth in the HOLA and any rules or regulations
promulgated thereunder.
"Warrantholdd' has the meaning set forth in Section 2.
"Warrant" means this Warrant issued pursuant to the Investment Agreement.
2. Number of Shares; Exercise Price. This Warrant certifies that, for value received,
[NAME OF HOLDER], its affiliates or its permitted assigns (the "Warrantholdd') is entitled, upon the
terms and subject to the conditions hereinafter set forth, to acquire from the Company, in whole or in part,
[a] fully paid and nonassessable shares of common stock, $0.0001 par value per share, of the Company (the
"Common StocR" at a purchase price per share of Common. Stock equal to the Exercise Price. The
number of shares of Common Stock (the "Shares ") and the Exercise Price are subject to adjustment as
provided herein, and all references to "Common Stock", "Shares" and "Exercise Price" herein shall be
deemed to include any such adjustment or series of adjustments including, without limitation, any such
adjustment necessary to reflect a reverse stock split approved pursuant to the Stockholder Approvals.
3. Exercise of Warrant; Term. Subject to the terms and conditions hereof, specifically
Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares
represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from
time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no
event later than 5:00 p.m., New York City time, on the tenth anniversary of the date of issuance of the
Warrant (the "Expiration Time"), by (A) the surrender of this Warrant and Notice of Exercise annexed
hereto, duly completed and executed on behalf of the Warrantholder, at the offices of United Western
Bancorp, Inc., 700 17
th
Street, Suite 2100, Denver, Colorado 80202 (or such other office or agency of the
Company in the United States as the Company may designate by notice in writing to theWarrantholder at
the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise
Price for the Shares thereby purchased at the election of the Warrantholder in one of the following
manners:
(i) by tendering in cash, by certified or cashier's check payable to the
order of the Company, or by wire transfer of immediately available funds to an account
designated by the Company; or
(ii) by having the Company withhold, from the shares of Common Stock
that would otherwise be delivered to the Warrantholder upon such exercise, shares of
Common Stock issuable upon exercise of this Warrant equal in value to the aggregate
Exercise Price as to which this Warrant is so exercised, based on the Market Price of the
Common Stock on the trading day immediately prior to the date on which this Warrant is
051200-0784-10033-Active.12172723.8 4
1048
exercised and the Notice of Exercise is delivered to.the Company pursuant to this Section
- 3,.
If the Warrantholder does not exercise this Warrant in its entirety,. the Warrantholder will be
entitled to receive from the Company, within a reasonable time, and in any event not exceeding three
business days, a new warrant in substantially identical form for the purchase of that number of Shares equal
to the difference between the number of Shares issuable pursuant to this Warrant and the number of Shares
as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the
Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for the Shares is subject to
the following conditions and limitations:
(A) this Warrant shall only be exercisable if the Company shall have first received
the Stockholder Approvals; and .
(B) a Warrantholder shall not be entitled to exercise this Warrant for a number of
Shares that would cause such Warrantholder and its Affiliates, collectively, to be deemed to own, control Qr
have the power to vote, for purposes of the HOLA and any rules or regulations promulgated thereunder,
25% or more of any class of Voting Securities of the Company outstanding at such time.
4. Issuance of Shares; Authorization; Listing. Certificates for Shares issued upon exercise
of this Warrant will be issued in such name or names as the Warrantholder may designate and will be
delivered to such named person or persons within a reasonable time, not to exceed three business days after
the date on which this Warrant has been duly exercised in accordance with the terms ofthis Warrant. The
Company hereby represents and warrants that any Shares issued upon the exercise of this Warrant in
accordance with the provisions of Section 3 will, upon receipt of the Stockholder Approvals, be duly and
validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges (other
than liens or charges created by the Warrantholder or taxes in respect of any transfer occurring
contemporaneously therewith). The Company agrees that the Shares so issued will be deeined to have 1?een
issued to the Warrantholder as of the close of business on the date on which this Warrant and paymentof
the Exercise Price are delivered to the Company in accordance with the terms of this Warrant,
notwithstanding that the stock transfer books of the Company may then be closed or certificates
representing such Shares may not be actually delivered on such date. Subject to receipt of the Stockholder
Approvals, the Company will at all times reserve and keep available, out of its authorized but unissued
Common Stock, solely for the purpose of providing for the exercise of this Warrant, the aggregate n1l1llber
of shares of Common Stock issuable upon exercise of this Warrant, The Company will (A) procure, at its
sole expense, the listing of the Shares and other securities issuable upon exercise of this Warrant, subject to
issuance or notice of issuance, on all stock exchanges on which the Common Stock is then listed or traded
and (B) maintain the listing of such Shares at all times after issuance. The Company will iIse its reasonable
best efforts to ensUre that the Shares may be issued without violation of any applicable law or regulation or
of any requirement of any securities exchange on which the Shares are listed or traded. Before taking any
action which would cause an adjustment pursuant to Section 12 to reduce the Exercise Price below the then
par value (if any) of the Common Stock, the Company shall take any and all cOIporate action which may, in
the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid
and non-assessable shares of Common Stock at the Exercise Price as so adjusted. .
5. No Fractional Shares or Scrip. No fractional Shares or scrip representing fractional
Shares shall be issued upon any exercise of this Warrant. In lieu of any fractional Share to which the
Warrantholder would otherwise be entitled, the Warrantholder shall be entitled to receive a cash payment
equal to the Market Price of the Common Stock on the last trading day preceding the date of exercise less
the pro-rated Exercise Price for such fractional share.
6. No Rights as Stockholders; Transfer Books. This Warrant does not entitle the
Warrantholder to any voting rights or other rights asa stockholder of the Company prior to the date of
exercise hereof. The Company will at no time close its transfer books against transfer of this Warrant in
any manner which interferes with the timely exercise of this Warrant.
OS1200-078i lOO33-Active.12172723.8
5
1049
. 7. Charges. Taxes and Expenses. Issuance of certificates for Shares to the Warrantholder
upon the exercise of this Warrant shall be made without charge to the Wai:rantholder for any issue or
transfer tax or other incidental expense in respect of the issuance of such certificates, all of which taxes and
expenses shall be paid by the Company.
8. Transfer/Assignment.
(A) Subject to compliance with clause (B) of this Section 8. without obtaining the
. consent of the Company to assign or transfer this Warrant, this Warrant and all rights hereunder are
transferable, in whole or in part, upon the books of the Company by the. registered holder hereof in person
or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the
same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender
of this Warrant, duly endorsed,to the office or agency of the Company described in Section 3. and delivery
of the form of assignment annexed hereto, duly completed and executed. All expenses (other than stock
. transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the
new warrants pursuant to this Section 8 shall be paid by the Company. ..
(B) I Notwithstanding the foregoing, this Warrant and any rights hereunder, and any
Shares issued upon exercise of this Warrant, shall be subject to the applicable restrictions as set forth in
Section 4.2 of the Investment Agreement.
(C) If and for so long as required by tlte Investment Agreement, this Warrant shall
contain a legend as set forth in Section 4.4 of the Investment Agreement. .
9. Exchange and Registry of Warrant. This Warrant is exchangeable, upon the sUrrender
hereof by the Warrantholder to the Company, for a new warrant or warrants of like tenor and representing
the right to purchase the same aggregate number of Shares. The Company shall maintain a registry
showing the name and address of the Warrantholder as the registered holder of this Warrant. This Warrant
may be surrendered for exchange or exercise, in accordance with its terms, at the office of the Company
referred to in Section 3, and the Company shall be entitled to rely in all respects, prior to written notice to
the contrary, upon such registry.
10. Loss. Theft. Destruction or Mutilation of Warrant. Upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in the
case of any such loss, theft or destruction, upon receipt of a bond, indemnity or ,security reasOnably
satisfactory to the Company, or, in the case of any such mutilation, upon surrender .and cancellation of this
Warrant, the Company shall make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a
new Warrant of like tenor and representing the right to purchase the same aggregate number of Shares as
provided for in such lost, stolen, destroyed or mutilated Warrant.
11. Saturdays. Sundays. Holidays. etc. If the last or appointed day for the taking of any
action or the expiration of any right required or granted herein shall not be a business. day, then such action
maybe taken or such right may be exercised on the next succeeding day that is a business day.
12. Adjustments and Other Rights. The Exercise Price and the number of Shares issuable
upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if
more than Oile subsection of this Section 12 is applicable toa single event the subsection shall be applied
that produces the largest adjustment and no single event shall cause an adjustment under more than one
subsection of this Section 12 so as to result in duplication; provided, further, that notwithstanding any
provision of this Warrant to the contrary, any adjustment to the number of shares for which this Warrant is
then exercisable shall be made to the extent (and only to the extent) that such adjustment would not cause
or result in any Warrantholder and its Affiliates, collectively, being deemed to own, control or have the
power to vote, for purposes of the HOLA and any rules or regulations promulgated thereunder, Voting
Securities which (assuming, for this purpose only, full conversion and/or exercise of all such
Warrantholder's securities) would represent 25% or more of any.class of Voting Securities outstanding at
such time. Any adjustment (or pOrtion thereot) prohibited pursuant to the foregoing proviso shall be
OS1200-0784-10033-Ac!ivc.12172723.8 6
1050
postponed and implemented on the first date on which such implementation would not result in the
condition described in such proviso.
(A) Stock Splits. Subdivisions. Reclassifications or Combinations. If the Company
shall (i) declare and pay a dividend or make a distribution on its Common Stock in shares of Common
Stock, (ii) subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares,
or (iii) combine or reclassify the outstanding shares of Common Stock into a smaller number of shares
(including by means of a reverse stock split), the number of Shares issuable upon exercise of this Warrant
at the time of the record date for such dividend or distribution or the effective date of such subdivision,
combination or reclassification shall be proportionately adjusted so that the Warrantholder after such date
shall be entitled to purchase the number of shares of Common Stock which such holder would have. owned
or been entitled to receive in respect of the shares of Common Stock subject to this Warrant after such date
had this Warrant been exercised immediately prior to such date. In such event, the Exercise Price in effect
at the time of the record date for such dividend or distribution or the effective date of such subdivision,
combination or reclassification shall be adjusted to the number obtained by dividing (x) the product of
(I) the number of Shares issuable upon the exercise of this Warrant before such adjustment and (2) the
Exercise Price in effect immediately prior to the record or effective date, as applicable with respect to the
dividend, distribution, subdivision, combination or reclassification giving rise to this adjustment by (y) the
new number of Shares issuable upon exercise of the Warrant determinedpursuant to the immediately
preceding sentence.
(B) Certain Issuances of Common Shares or Convertible Securities. If the Company
shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into
or exchangeable for shares of Common Stock) (collectively, "convertible securities", 'and, such,transaction,
a "Common Stock Issuance"), other than in Pemutted Transactions (as defined below) or a transaction to
which subsection (A) of this Section 12 is applicable, without consideration or at a consideration per share
of Common Stock (or having a conversion price per share of Common Stock) that is less than the then
applicable Exercise Price, then the Exercise Price in,effect immediately prior to each such Common Stock
Issuance shall be reduced to the price determined by multiplying the Exercise Price in effect immediately
prior to such Common Stock Issuance by a fraction, (x) the numerator of which shall be (1) the number of
shares of Common Stock outstanding immediately prior to such' Common Stock Issuance plus (2) the
number of shares of Common Stock which the aggregate consideration received by the Company for the
total number of such additional shares of Common Stock so issued or sold would purchase at the Exercise
Price in effect immediately prior to such Common Stock Issuance, and (y) the denominator of which shall
be the number of shares of Common Stock outstanding immediately after such Common Stock Issuance.
In such event, the number of shares of Common Stock issuable upon the exercise of this Warrant shall be
increased to the number obtained by dividing (x) the product of (I) the number of Shares issuable upon the
exercise of this Warrant before such adjustment and (2) the Exercise Price in effect immediately prior to the
Common Stock Issuance giving rise to this adjustment, by (y) the new Exercise Price determined in
accordance with the immediately preceding Sentence.
For purposes of the foregoing, the aggregate consideration receivable by the Company in connection with a
Comnion Stock Issuance shall be deemed to be equal to the sum of the net offering price (including the Fair
Market Value of any non-cash consideration and before deduction of any related expenses payable to third
parties) of all such securities plus the minimum aggregate amount, if any, payable upon exercise or
conversion of any such convertible securities into shares of Common Stock; the number of shares of
Common Stock outstanding after a Common Stock Issuance which consists, in whole or in part, of
convertible securities,. shall include the aggregate maximum number of shares of Common Stock
deliverable upon exercise, conversion or exchange of such convertible securities, provided that upon any
change in the number of shares of Common Stock deliverable upon exercise, conversion or exchange of
such convertible securities (excluding changes resulting from the anti-dilution provisions thereof to the
extent comparable to the anti-dilution provisions contained herein) the Exercise Price and number of shares
issuable upon exercise of this Warrant as then in effect shall thereupon be readjusted to such Exercise Price,
and number of shares as would have been obtained had such changed exercise, conversion or exchange
terms been in effect at the original issuance of such convertible securities; and "Permitted Transactions"
shall mean issuances (i)' as consideration for the acquisition of businesses, and/or related assets at Fair
OS1200:D784-10033-Active.12172723.8. 7
1051
Market Value, (ii) in connection with employee benefit plans and compensation related arrangements, in
each case, in the ordinary course and consistent with past practice and approved by the Board of Directors,
(iii) in connection with a public or broadly marketed offering and sale of Common Stock or convertible
securities for cash conducted by the Company or its affiliates pursuant to registration under the Securities
Act or Rule 144A thereunder on a basis consistent with capital raising trai1sactions by comparable financial
institutions and (iv) in connection with the exercise of preemptive rights pursuant to the Investment
Agreement. Any adjustment made pursuant to this Section 12<B) shall become effective immediately upon
the date of such issuance.
(C) Other Distributions. In case the Company shall fix a record date for the making
of a distribution to all holders of shares. of its Comm9n Stock of securities, evidences of indebtedness,
assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of shares of its Common
Stock and other dividends or distributions referred to in Section 12(A, in each such case, the Exercise
Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by
multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market
Price of the Common Stock on the last trading day preceding the first date on which the Common Stock
trades regular way on the principal national securities exchange on which the Common Stock is listed or
admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair
Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in
respect of one share of Common Stock (such amount and/or Fair Market Value, the "Per Share Fair
Market Value'') divided by (y) such Market Price on such date specified in clause (x); such adjustment shall
be made successively whenever such a record date is fixed. In such event, the number of Shares issuable
upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of
(1) the number of Shares issuable .upon the exercise of this Warrant before such adjustment, and (2) the
Exercise Price ih effect immediately prior .to the distribution giving rise to this adjustment by (y) the new
Exercise Price determined in accordance with the immediately preceding sentence. In the case of
adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share
Fair Market Value shall be reduced by the per share amount of the portion of the cash dividend that would
constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price
and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective
as of the date when the Board of Directors determines not to distribute such shares, evidences of
indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be
in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record
date had not been fixed.
(0) Certain Repurchases of Common Stock. In case the Company effects a Pro Rata
Repurchase of Common Stock, then the Exercise Price shall. be reduced to the price determined by
multiplying the Exercise Price in effect immediately prior to the effective date of such Pro Rata Repurchase
by a fraction of which the numerator shall he (i) the product of (x) the number of shares of CQmmon Stock
outstanding immediately before such Pro Rata Repurchase and (y) the Market Price of a share of Common
Stock on the trading day immediately preceding the first public announcement by the Company or any of
its Affiliates of the intent to effect such Pro Rata Repurchase, minus (ii) the aggregate purchase price of the
Pro Rata Repurchase, and of which the denominator shall be the product of (i) the number of shares of
Common Stock outstanding immediately prior to such Pro Rata Repurchase minus the number of shares of
Common Stock so repurchased and (ii) the Market Price per share of Common Stock on the trading day
immediately preceding the first public announcement of such Pro Rata Repurchase. In such event, the
number of shares of Common Stock issuable upon the exercise of this Warrant shall be increased to the
number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this
Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the Pro Rata
Repurchase giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the
immediately preceding sentence. For the avoidance of doubt, no increase to the Exercise Price or decrease
in the number of Shares issuable upon exercise of this Warrant shall be made pursuant to this Section
13(0).
(E) BusineSs Combinations. Subject to Section 13 of this Warrant, in case of any
Business Combmation or reclassification of Common Stock (Qther than a reclassification of Common Stock
OS1200-0784-10033-Active.12172723.8 8
1052
referred to in Section lUA, the Warrantholder's right to receive Shares upon exercise of this Warrant
shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other
securities or property (including cash) which the Common Stock issuable (at the time of such Business
Combination or reclassification) upon exercise of this Warrant immediately prior to such Business
Combination or reclassification would have been entitled to receive upon consummation of such Business
Combination or reclaSsification; and in any such case, if necessary, the provisions set forth herein with
respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be
applicable, as nearly as may reasonably be, to the Warrantholder's right to exercise this Warrant in
exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining
the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following
the . consummation of such Business Combination, if the holders of Common Stock have the right to elect
the kind or amount of consideration receivable upon consummation of such Business Combination, then the
Warrantholder shall have the right to make a similar election upon exercise of this Warrant with respect to
the number of shares of stock or other securities or property which the Warrantholder will receive upon
exercise of this Warrant.
(F) Rounding of Calculations; Minimum Adjustments. All calCulations under this
Section 12 shall be made to the nearest one-tenth (l/IOth) of a cent or to the nearest one-hundredth
(1I100tb) of a share, as the case may be. Any provision of this Section 12 to the contrary notwithstanding,
no adjustment in the Exercise Price or the number of Shares into which this Warrant is exercisable shall be
made if the amount of such adjustment would be less than $0.01 or one-tenth (lIlOth) of a share of
Common Stock, but any such amount shall be carried forward and an adjustment with respect thereto shall
be made at the time of and together with any subsequent adjustment \\hich, together with such amount and
any other amount or amounts so carried forward, shall aggregate $0.01 or 1I1Oth of a share of Common
Stock, or more.
(G) Timing of Issuance of Additional Common Stock Upon Certain Adjustments. In
any case in which the provisions of this Section 12 shall require that an adjustment shall become effective .
immediately after a record date for an event, the Company may defer until the occurrence of such event
(i) issuing to the Warrantholder of this Warrant exercised after such record date and before the occurrence
of such event the additional . shares of Common Stock issuable upon such exercise by reason of the
adjustment required by such event over and above the shares of Common Stock issuable upon such
exercise before giving effect to such adjustment and (ii) paying to such Warrantholder any amount of cash
in lieu of a fractional share of Common Stock; provided, however, that the Company upon request shall
deliver to such Warrantholder a duebill or other appropriate instrument evidencing such Warrantholder's
right to receive such additional shares, and such cash, upon the occurrence of the event requiring such
adjustment.
(H) Other Events. For so long as the WarranthoIder holds this Warrant or any
portion thereof, if any event occurs as to which the provisions of this Section 12 are not strictly applicable
or, if strictly applicable, would not, in the good faith judgment of the Board of Directors of the Company,
fairly and adequately protect the purchase rights of the Warrants in accordance with the essential intent and
principles of such provisions, then the Board of Directors after consultation with the Warrantholder shall
make such adjustments in the application of such provisions, in accordance with such essential intent and
principles, as Shall be reasonably necessary, in the good faith opinion of the Board of Directors, to protect
such purchase rights as aforesaid. .
(I) Statement Regarding Adjustments. Whenever the Exercise Price or the number
of Shares into which this Warrant is exercisable shall be adjusted as provided in this Section 12, the
Company shall forthwith file at the principal office of the Company a statett1ent showing in reasonable
detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the number of
Shares into which this Warrant shall be exercisable after such adjustment, and the Company shall also
cause a copy of such statement to be sent by mail, first class postage prepaid, to each Warrantbolder at the
address appearing in the Company's records.
OS 12O().0784-10033-Active.121 n723.B 9
1053
(J) Notice of Adjustment Event. In the event that the Company shall propose to
take any action of the type described in this Section 12 (but only if the. action of the type described in this
Section 12 would result in an adjustment in the Exercise Price or the number of Shares into which this
Warrant is exercisable or a change in the type of securities or property to be delivered upon exercise of this
Warrant), the Company shall give notice to the Warrantholders, by first-class mail at their addresses
appearing in the Company's records, which notice shall specify the record date, if any, with respect to any
such action and the approximate on which such action is to take place. Such notice shall also set forth
the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price
and the number, kind or class of shares or other securities or property which shall be deliverable upon
exercise of this Warrant. In the case of any action which would require the fixing of a record date, such
notice shall be given at least 10 days prior to the date so fixed, and in case of all other action, such notice
shall be given at least 15 days prior to the taking of such proposed action. F!rilure to give such notice, or
any defect therein, shall not affect the legality or validity of any such action.
(K) No Impairment. The Company will not, by amendment of its articles of
incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be
necessary or appropriate in order to protect the rights of the W arrantholder.
(L) Proceedings Prior to Any Action Requiring Adjustment. As a condition
precedent to the taking of any action which would require an adjustment pursuant to this Section 12, the
Company shall take any action which may be necessary, including obtaining regulatory, NASDAQ or other
applicable national securities exchanges or stockholder approvals or exemptions, in order that the Company
may thereafter validly and legally issue as fUlly paid and nonassessable all shares of Common Stock that
the Warrantholder is entitled to receive upon exercise of this Warrant pursuant to this Section 12.
(M) Adjustment Rules. Any adjustments pursuant to this Section 12 shall be made
successively whenever an event referred to herein shall occur. If an adjustment in Exercise Price made
hereunder would reduce the Exercise Price to an amount below par value of the Common Stock, then such
adjustment in Exercise Price made hereunder shall reduce the Exercise Price to the par value of the
Common Stock.
(N) Other Transactions. Notwithstanding anything to the contrary herein, for the
avoidance of doubt, the Exercise Price and the number of Shares issuable upon exercise of this Warrant
shall not be. subject to adjustment pursuant to this Section 12 as a result of the consummation of the
Investment and the Other Private Placements (both as defined in the Investment Agreement), in each case,
at a price per share of Common Stock equal to $0.40.,
13. Fundamental Change. Upon the occurrence of a Preliminary Fundamental Change or
Fundamental Change, and by delivering written notice thereof to the the Warrantholder may
cause the Company to purchase this Warrant, in whole or in part, at the higher of (i) the Fair Market Value
of the Warrant and (ii) a valuation based on a computation of the option value of the Warrant using Black-
Scholes calculation methods and making the assumptions described in the Black-Scholes methodology
described in Annex 1. Payment by the Company to the Warrantholder of such purchase price shall be due
upon the occurrence of the Fundamental Change, subject to the mechanics described in the last paragraph
of Annex 1. At the election of the Company, all or any portion of such purchase price may be paid in cash
or shares of Common Stock valued at the Market Price of a share of Common Stock as of (A) the last
trading day prior to the date on which this payment occurs or (B) the first date of the announcement of such
Preliminary Fundamental Change or Fundamental Change (whichever is less), so long as such payment
does not cause either (i) the Company to fail to comply with applicable NASDAQ requirements or the
requirements of any other Governmental Entities or (ii) the Warrantholder being deemed to own, control or
have the power to vote, for purposes of the HOLA and the rules. and regulations promulgated thereunder,
25% or more of any class of Voting Securities of the Company outstanding at such time or otherwise be in
violation of the ownership limitati<?ns under the. HOLA or any other federal banking laws or regulations
05 1200-0784-10033-Activc, 12 172723.8
10
\
1054
promulgated thereunder. To the extent that a payment in shares of Common Stock would cause the
Company to fail to comply with NASDAQ requirements or the requirements of any Governmental Entities
or result in the Warrantholder to be in violation of such limitations, once the maximum number of shares
of Common Stock that would not result in the contravention of such limitations has been paid, the
remainder of such purchase price may be paid, at the option of the Company and provided the issuance of
securities would not cause the Warrantholder to be in violation of such limitations, in the form of cash or
equity securities of the Company having a Fair Market Value on a fully-distributed basis equal to the value
(determined as provided above) of the shares of Common Stock that would have been issued to the
Warrantholder in the absence of the limitations described in this sentence. The Company agrees that it will
not take any action resulting in a Preliminary Fundamental Change or Fundamental Change in the absence
of definitive documentation. providing for such election right of the Warrantholder pursuant to this
Section 13. Following a Preliminary Fundamental Change, the Warrantholder shall not be restricted from
'. engaging in any hedging or derivative program reasonably necessary in the opinion of the Warrantholder to
secure the option value of this Warrant so adjusted. For the avoidance of doubt, it is understood and agreed
that (i) the reference to "equity securities" in this Section 13 includes preferred stock, and (ii) if the
Company were to elect to issue preferred stock in satisfaction of its obligations under this Section 13, it
may do so by delivering to the Warrantholder depositary shares having rights, preferences and privileges
identical to such preferred; provided, however, that unless otherwise agreed in writing by the
Warrantholder, the Company may deliver depositary shares as provided in this sentence only if the voting
rights of a holder of a single depositary share for such new series of preferred stock shall be substantially
identical to the voting rights of a holder of a single share of such preferred stock.
14. Exchange for Preferred Stock. At any time after the six-month anniversary of the date of
this Warrant and prior to the receipt of the Stockholder Approvals, the Warrantholder may' cause the
Company to exchange this Warrant for a number of shares of preferred stock, $0.0001 par value, of the
Company with the terms set forth on Annex 2 and with such other terms acceptable to the Anchor Investors
(the "Preferred StoeR') equal to the quotient of (i) the value of this Warrant based on the higher of (A) the
Fair Market Value of the Warrant and (B) a computation of the option value of the Warrant using the
Black-Scholes calculation methods and making the assumptions described in the Black-Scholes
methodology described in Annex 1 and (ii) the lower of (A) $100,000 or(B) the Fair Market Value of a
share of Preferred Stock, provided, that the Company shall pay cash to the Warrantholder in lieu of any
fractional shares of Preferred Stock. The Company will at all times reserve and keep available, out of its
authorized preferred stock, a sufficient number of shares of preferred stock for the purpose of providing for
the exchange of this Warrant for shares of Preferred Stock. It is understood and agreed that, in lieu of
delivery of shares of Preferred Stock pursuant to this Section 14, the Company may deliver depositary
shares for shares of a new series of preferred stock having rights, preferences and privileges identical to the
Preferred Stock; provided, however, that unless otherwise agreed in writing by the Warrantholder, the
Company may deliver depositary shares as provided in this sentence only if the voting rights of a holder of
a single depositary share for such new series of preferred stock shall be substantially identical to the voting
rights of a holder of a single share of Preferred Stock. Notwithstanding any provision of this Section 14 to
the contrary, this Warrant shall not be exchangeable by the Warrantholder for shares of Preferred Stock to
the extent that such delivery would cause or result in the Warrantholder and its Affiliates to be deemed to
own, control or have the power to vote, for purposes of the HOLA and the rules and regulations
promUlgated thereunder, Voting Securities which (assuming, for this purpose only, full conversion and/or
exercise of all such securities) would represent 25% or more of any class of Voting Securities of the
Company outstanding at such time or otherwise be in violation of the ownership limitations under the
HOLA or any other federal banking laws or regulations promulgated thereunder.
15. Rule 144 Information. The Company covenants that it will use its reasonable best efforts
to timely file all reports and other documents required to be filed by it under the Securities Act and the
Exchange Act and the rules and regulations promulgated by the SEC thereunder (or, if the Company is not
required to fIle such reports, it will, upon the request of any Warrantholder, make publicly available such
information as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act),
and it will use reasonable best efforts to take such further action as any Warrantholder may reasonably
request, in each case to the extent required from time to time to enable such holder to sell the Warrants
without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule
051200-0784-10033-Active.12172723.8
11
1055
144 or Regulation S under the Securities Act, as such rules may be amended from time to time, or (B) any
successor rule or regulation hereafter adopted by the SEC. Upon the written request of any W arrantholder,
the Company will deliver to such Warrantholder a written statement that it has complied with such
requirements.
16. Governing Law. This Warrant shall be binding upon any successors or assigns of the
Company .. This Warrant will be governed by and construed in accordance with the laws of the State of
New York applicable to contracts made and to be performed entirely within such State. Each of the
Company and the Warrantholder hereby irrevocably and unconditionally consents to submit to the
exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, State of New
York for any actions, suits or proceedings arising out of or relating to this Warrant and the transactions
contemplated hereby. Each of the Company and the Warranholder hereby irrevocably and unconditionally
consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such
action, suit or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that
each may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any
such court or that any such action, suit or proceeding which is brought in any such court has been brought
in an inconvenient forum. Process in any such action, suit or proceeding may be served on the Company
and/or the Warrantholder anywhere in the world, whether within or without the jurisdiction of any such
court. Without limiting the foregoing, each of the Company and the Warrantholder agrees that service of
process on such party as provided in Section 19 shall be deemed effective servi.ce of process on such party.
17. Attorneys' Fees. In any litigation, arbitration or court proceeding between the Company
and the Warrantholder as the holder of this Warrant relating hereto, the prevailing party shall be entitled to
reasonable attorneys' fees and expenses incurred in enforcing this Warrant.
18. Amendments. This Warrant may be amended and the observance of any term of this
Warrant may be waived only with the written consent of the Company and the Warrantholder .
. ,. 19. Notices. All notices hereunder shall be in writing and shall be effective (A) on the day on
which delivered if delivered personally or transmitted by telecopy or facsimile, upon confirmation of
receipt, (B) on the first business day following the date of dispatch if delivered by a recognized next-day
courier service, or (C) on the third business day following the date of mailing if delivered by or
certified mail, return receipt requested, postage prepaid, or (C) five business days afterthe date on which
the same is deposited, postage prepaid, in the U.S. mail, sent by certified or registered mail, return receipt
requested, and addressed to the party to .be notified at the address indicated below for the Company, or at
the addreSs for the Warrantholder set forth in the registry maintained by the Company pursuant to Section
9, or at such other address and/or telecopy or telex number and/or to the attention of such other person as
the Company or the Warrantholder may designate by ten-day advance written notice:.
If to the Company, to:
United Western Inc.
700 Seventeenth Street
Suite 2100
Attn: Michael J. McCloskey
Telephone: (303) 595-9898
Fax: (303)390-0952
Greenberg Traurig,LLP
1200 17th Street
Suite 2400
Attn:. Marc J. Musyl
Brian H.Blaney
Telephone: (303) 572-6500
. OSI2()()'()784-10033-Active.12172723.8 12
1056
Fax: (303) 572-6540
20. Prohibited Actions. The Company agrees that it will not take any action which would
entitle the Warrantholder to an adjustment of the Exercise Price if the total number of shares of Common
Stock issuable after such action upon exercise of this Warrant, together with all shares of Common Stock
then outstanding and all shares of Common Stock then issuable upon the exercise of all outstanding
options, warrants, conversion and other rights, wOilld exceed the total number of shares of Common Stock
then authorized by its articles of organization.
21. Entire Agreement. This Warrant and the exhibits and attachments hereto, and the
Investment Agreement, contain the entire agreement between the parties with respect to the subject matter
hereof and supersede all prior and contemporaneous arrangements or undertakings With respect thereto.
22. . Captions. The section, paragraph and clause <;aptions herein are for convenience of
reference only, do not constitute part of this Warrant and will not be deemed to limit or otherwise affect
. any of the provisions hereof. .
. {Remainder of page intentionally left blank}
OSl200-0784-10033-Active.12172723.8 13
1057
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly
authorized officer.
Dated:; ________ _
051200-0784-1 0033-Active.l2172723.3
DEN 97342133v3
051200_0784-10033-Active.12172723.8
By:
Name:
Title:
Attest:
By:
Name:
Title:
[Signature Page to Warrant]
10129120102:48 AM
1058
[Form Of Notice Of Exercise]
Date:. _____ _
TO: L[ __________ ~
RE: Election to Subscribe for and Purchase Common Stock
The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees to
subscribe for and purchase the number of shares of the Common Stock set forth below covered by such
Warrant. The undersigned, in accordance with Section3 of the Warrant, hereby agrees to pay the
aggregate Exercise Price for such shares of Common Stock in the manner set forth below. A new warrant
evidencing the remaining shares of Common Stock coveredby such Warrant,but not yet subscribed for and
purchased, if any. should be issued in the name set forth below. If the new warrant is being transferred, an
opinion of counsel is attached hereto with respect to the transfer of such warrant.
Number of Shares of Common Stock:_..,..-__ --'-______ .
Method of Payment of Exercise Price (note if cashless exercise pursuant to Section 3(ii) of the Warrant):
Name and Address of Person to be Issued New Warrant:, ________________ _
OSI200-0784-10033-Active.12112723.3
DEN 97342133v:J
OS 1200-0784-10033-Active. 12172723.8
Holder: _____________ _
By:
Name:
'Title:
[Form of Notice ofExercisej
1059
10129120102:48 AM
[Form of Assignment To Be Executed IfWarrantholder
Desires To Transfer Warrants Evidenced Hereby]
FOR VALUE RECEIVED _________ -'--____ hereby sells, assigns
and transfers unto
(Please print name)
Address
City, including zip code
(Please insert social security or other identifying
number)
the Warrants represented by the within Warrant Certificate and does hereby irrevocably constitute and
appoint . as attorney to transfer said Warrant Certificate on the books of the Company
with full power of substitution in the premises.
Signature Guaranteed
DEN 97342133v3
os 1200-0784-10033.Active.12172723.3
DEN 97342133v3
OSI200-0784-10033.Active.12172723.8
Signature
(Signature must conform in all respects to name of
holder as specified on the face of the Warrant
Certificate and must bear a signature guarantee by a
bank, trust company or member broker of the New
York, Midwest or Pacific Stock Exchange)
[Form of Assignment]
10129120102:48 AM
10129120102:48 AM
1060
ANNEXl
Black-Scholes Assumptions
For the purpose of this Annex 1:
"Acquiror' means (A) the third party that has entered into a definitive document for a transaction,
or (B) the offeror in the event of a tender or exchange offer, which could reasonably result in a
Fundamental Change upon consununation.
Underlying Security Price:-
Exercise Price:
Dividend Rate:
Interest Rate:
Model Type:
Type:

Put or Call:
Trade Date:
OS 1200-0784-10033-Active.12172723.8
In the event of a merger or acquisition, (A) in the event of an "all
cash" deal, . the cash per share offered to the Company's
stockholders by the Acquiror; (B) in the event of an "all stock"
deal, (1) in the event of a fixed exchange ratio transaction, the
product of (i) the average of the Market Price of the Acquiror's
common stock for the ten trading day period ending on the day
preceding the date of the Preliminary Fundamental Change and (ii)
the number of Acquiror's shares being offered for one share of
Common Stock and (2) in the event of a fixed value transaction,
the value offered by the Acquiror for one share of Common Stock;
(C) in the event of a transaction contemplating various forms of
consideration for each share of Common Stock, the cash portion, if
any, shall be valued as clause (A) above and the stock portion shall
be valued as clause (B) above and any other forms of consideration
shall be valued by the Board of Directors of the Company in good
faith, without applying any disCounts to such consideration.
In the event of all other Fundamental Change events, the average
of the Market Price of the Common Stock for the five trading day
period beginning on the date of the Preliminary Fundamental
Change.
In the event of an exchange for Preferred Stock pursuant to Section
. 14 of the Warrant, the average of the Market Price of the Common
Stock for the five trading day period ending on the trading day
prior to the date on which this Warrant and thl:.' Notice of Exercise
are delivered to the Company.
The Exercise Price as adjusted and then in effect for the Warrant.
The Company's annualized dividend yield as of (i) the date of the
Preliminary Fundamental Change in the event of a Fundamental
Change or (ii) the trading day prior to the date on which this Warrant
and the Notice of Exercise are delivered to the Company in the event of
an exchange for convertible Preferred Stock (the "Reference Date'').
The applicable U.S. 5-year treasury note risk free rate as of the
Reference Date.
Black-Scholes
American
Call
The-Reference Date
101l912010 2:48 AM
1061
Expiration Date:
Settle Date:
Exercise Delay:
Volatility:
Expiration Time
The Reference Date.
o
The average daily volatility over the previous six months for the
Common Stock as listed by Bloomberg L.P., as of the Reference Date
Such valuation of the Warrant based on the Black-Scholes methodology shall notbe discounted in
any way. If the Warrantholder disputes such Black-Scholes valuation pursuant to this Annex 1 as
calculated by the Company, the Company and the Warrantholder will choose 'a mutually-agreeable finn to
compute the valuation of the Warrant using the guidelines above, and such valuation shall be final. The
fees and expenses of such finn shall be bomeequa1ly by the Company and the Warrantholder.
The Company covenants that it will not close a Fundamental Change transaction or otherwise
facilitate the clOSing of a tender or exchange offer as referenced above until giving the Warrantholder at
least five business days to sell or distribute the Common Stock to be received in an exchange and will
cooperate with the Warrantholder to ensure that there is an effective registration statement available to
facilitate such a sale during such five business day period or an effective opportunity is provided in the case
of a tender or exchange offer as referenced above to tender such shares in to the offer.
OSI200-0784-IOO33-Active.12172723.8
10129120102:48 AM
1062
ANNEX 2
Terms of the Preferred Stock
Security type: Convertible participating voting :perpetual preferred stock.
Liquidation Preference: $100,000 per preferred share together with all accrued but unpaid dividends .
. Conversion: Each share of Preferred Stock will automatically convert (f+3) into Common Stock upon the
approval of the Stockholder Proposals (and any other required approvals). Each share
converts into Common Stock initially at a conversion price equal to the applicable Exercise
Price at the time of issuance. The conversion price will be subject to anti-dilution
protections,. adjusting based on certain customary events, including as a result of stock splits,
certain other distributions or repurchases of Common Stock, issuances of Common Stock or
convertible securities below the then-applicable Exercise Price and business combinations.
Dividends: The Preferred Stock will participate in any dividends paid to the holders of Common Stock,
on an as-converted basis. In addition to the dividends payable pursuant to the prior sentence,
the Preferred Stock will accrue cumulative cash dividends at an annual rate on the liquidation
preference equal to 15%.
Reorganization Events:
Voting Rights:
No Repurchase of Junior
Securities:
Dividends on the Preferred Stock will accrue and be payable in cash quarterly and will be
cumulative from each scheduled payment date, whether or not actually declared.
The Company may not pay dividends on Common Stock or any other class of securities
junior to the Preferred Stock unless full dividends are paid on the Preferred Stock. If full
dividends are not paid on the Preferred Stock, then any dividends declared on parity stock
mQSt be declared pro rata to the amount declared on the Preferred Stock.
Upon the Company's effecting a merger, consolidation, similar business combination, sale of
ali or substantially all of its assets, or reclassification or exchange of its Common Stock, the
Preferred Stock shall remain outstanding but each share shall become immediately
convertible, at the option of the holder at any time within 120 days following the
consummation of such event, into the kind and amount of securities, cash and other property
receivable in such event by the holders of Common Stock in an amount equal to the greater
of (i) the amount that would be receivable by a holder of the number of shares of Common.
Stock into which each share of Preferred Stock would be convertible immediately prior to
such event, assuming the receipt of all required shareholder and other approvals for such
conversion and (ii) the liquidation preference (including in both clause (i) and (ii), all accrued
but unpaid dividends).
The Preferred Stock will vote on an as-converted basis with all other voting securities,
including the Common Stock, as a single class on all matters submitted to a vote of Common
Stockholders. Additionally, the approval of the holders ofa majority of the Preferred Stock,
voting as a separate class, will be required with respect to the following matters:
charter amendments (including those effected through a merger) adversely affecting
the rights, preferences or privileges of the Preferred Stock;
creation of any series of senior equity securities;
voluntary liquidation, dissolution or winding up of the Company; and .
consummation of a share exchange, reclassification, merger or consolidation, unless
the terms of such transaction comply with the requirements summarized under
"Reorganization Events" above.
For so long as the Preferred.stock remains outstanding, the Company shall not redeem,
repurchase or acquire any junior equity securities, subject to customary exceptions.
OSI200-0784-10033-Active.12172723.8
10l29flO10 2:48 AM
1063
TabC
Exhibit 31 B
1064
EXHffiITB.
2010 Equity Incentive Plan
Exhibit B-1
OS1200-0784-13680-Active.1217118S.13
1065
2010 EQUITY INCENTIVE PLAN
1066
2010 EQUITY INCENTIVE PLAN
ARTICLE I
INTRODUCTION
1.1 Establishment. United Western Bancorp, Inc., a Colorado corporation, hereby
establishes the United Western Bancorp, Inc. 2010 Equity Incentive Plan for certain key employees
ofthe Company and certain directors and consultants to the Company; however, no Award shall vest
or otherwise be exercisable until the Plan is approved by the stockholders ofthe Plan Sponsor. The
Plan permits the grant of incentive stock options within the meaning of Code 422, non-qualified
stock options, restricted stock awards, stock appreciation rights, stock bonuses, restricted stock units
and other stock grants to certain key employees of the Company and to certain directors and
consultants to the Company.
1.2 Purposes. The purposes of the Plan are to provide those who are selected for
participation in the Plan with added incentives to continue in the long-term service ofthe Company
and to create in such persons a more direct interest in the future success of the operations of the
Company by relating incentive compensation to increases in shareholder value, so that the income of
those participating in the Plan is more closely aligned with the income of the Company's
shareholders. The Plan is also designed to provide a financial incentive that will help the Company
attract, retain and motivate the most qualified employees, directors, and consultants.
ARTICLE II
DEFINITIONS
2.1 "Affiliated Corporation" means any corporation or other entity that is affiliated with the
Plan Sponsor through stock ownership or otherwise, provided, however, that for purposes of
Incentive Options granted pursuant to the Plan, an "Affiliated Corporation" means any parent or
subsidiary of the Plan Sponsor as defined in Code 424.
2.2 "Award" means an Option, a Restricted Stock Award, a Stock Appreciation Right, a
Restricted Stock Unit, or grants of Stock issued under the Plan.
2.3 "Board" means the Board of Directors of the Plan Sponsor.
2.4 "Cause"shall have the meaning assigned to it by the Participant's employment agreement, if the
Company has entered into an employment agreement with the Participant; otherwise termination for "Cause"
shall mean the Committee's determination that anyone or more of the following has occurred: (i) the willful
and continued failure by a Participant to substantially perform his or her duties (other than any such failure
resulting from the Participant's Disability, death or retirement), after a written demand for substantial
performance is delivered by the Committee to the Participant that specifically identifies the manner in which
the Committee believes that the Participant has not substantially performed his or her duties, and the
Participant has failed to remedy the situation within 30 calendar days of receiving such notice or (ii) a
United Western Bancorp, Inc. 2010 Equity Incentive Plan
10/2812010 1
1067
Participant's conviction for committing an act of fraud, embezzlement, theft or another act constituting a felony
or a crime involving moral turpitude or (iii) substantial dependence or addiction to any drug illegally taken or
to alcohol that is in either event materially and demonstrably injurious to the Company or (iv) the engaging by
a Participant in gross misconduct materially and demonstrably injurious to the Company. No act or failure to
act on a Participant's part shall be considered ''willful'' unless done, or omitted to be done, by the Participant
not in good faith and without reasonable belief that his action or omission was in the best interest of the
Company. Cause shall be determined by the Committee in its sole discretion pursuant to the exercise of good
faith and reasonable judgment.
\.
2.5 "Change in Control" shall have the meaning assigried to it in a Participant's Award.
2.6 "Code" means the Internal Revenue Code of 1986, as it may be amended from time to
time.
2.7 "Committee" means a committee established under Article X of the Plan which is
empowered to take actions with respect to the administration of the Plan.
"
2.8 "Company" means the Plan Sponsor and the Affiliated Corporations.
2.9 "Disabled" or "Disability" shalf have the meaning given to such terms in Code 22(e)(3).
2.10 "Effective Date" means the effective date of the Plan which is ______ --,-_
The adoption ofthe Plan by the Board is subject to approval and ratification by the shareholders of
the Plan Sponsor within 12 months ofthe effective date. Awards granted under the Plan prior to the .
approval ofthe Plan by the shareholders ofthe Plan Sponsor shall be subject to a p p r o v ~ l ofthe Plan
by the shareholders of the Plan Sponsor.
2.11 "Eligible Employees" means the employees (including, without limitation, officers and
directors who are also employees) ofthe Company who are selected for participation in the Plan. For
purposes of the Plan, an employee is an individual whose wages are subject to the withholding of
federal income tax under Code 3401.
2.12 "Eligible Individuals" means those consultants to the Company and directors of the
Company who are selected by the Committee for participation in the Plan.
2.13 "Fair Market Value" means the closing price, on the NASDAQ National Market
System, the principal stock exchange or other market on which the Stock is traded, on the trading day
preceding the grant date. If the price of the Stock is not reported on any securities' exchange or
national market system, the Fair Market Value of the Stock on a particular date shall be as
determined by the. Committee in good faith by applying any reasonable valuation method permitted
under Code 409A to determine fair market value in accordance with Code 409A.
2.14 "Incentive Option" means an Option designated as an incentive stock option and
granted in accordance with Code 422.
2.15 "Non-Qualified Option" means any Option other than an Incentive Option.
United Western Bancorp,Jnc. 2010 Equity Incentive Plan 10/28/2010 2
1068
2.16 "Option" means a right to purchase Stock at a stated or formula price for a specified
period oftime. Options granted under the Plan shall be either Incentive Options or Non-Qualified
Options.
2.17 "Option Certificate" shall have the meaning given to it in Section 4.3.
2.18 "Option Holder" means a Participant who has been granted one or more Options under
the Plan.
2.19 "Option Period" shall have the meaning given to it in Section 4.3(c).
2.20 "Option Price" means the price at which each Share subject to an Option may be
purchased, determined in acCordance with Section 4.3(b).
2.21"Participant" means an Eligible Employee or Eligible Individual designated by the
C o m m i t t ~ e during the term of the Plan to receive one or more Awards under the Plan.
2.22 "Plan" means the United Western Bancorp; Inc. 2010 Equity Incentive Plan.
2.23 "Plan Sponsor" means United Western Bancorp, Inc. and any successor thereto.
2.24 ."Restricted Stock Award" means Stock grantedto a Participant that is subject to certain
restrictions.
2.25 "RestrictedStockAward Certificate" shall have the meaning given to it in Section 5.2.
2.26 "Restricted Stock Unit" means a hypothetical interest in the value of one Share,
denominated in United States dollars, or a hypothetical Share.
2.27 "RSU Certificate" shall have the meaning given to it in Section 6.2.
2.28 "RSU Holder" means a Participant who has been granted one or more RSUs under the
. Plan. The term "RSU Holder" also includes the beneficiary of a deceased Participant ..
2.29 "RSUs" means Restricted Stock Units.
2.30 "SAR Certificate" shall have the meaning given to it in Section 7.3.
2.31 "SAR Holder" means a Participant who has been granted one or more SARs under the
Plan.
2.32 "SAR Period" shall have the meaning given to it in Section 7.3(c).
2.33 "SARs" means Stock Appreciation Rights.
1069
10/2812010 3
2.34 "Section" or "Subsection" means a reference to a section or subsection of the Plan,
unless another reference specifically applies.
2.35 "Share" means a share of Stock.
2.36 "Shareholders Agreement" shall have the meaning given to it in Section 12.4.
2.37 "Stock" means the common stock ofthe Plan Sponsor and any stock issued or issuable
subsequent to the Effective Date in substitution for the common stock.
2.38 "Stock Appreciation Right" means the right, granted by the Committee pursuant to the
Plan, to receive a payment equal to the increase in the Fair Market Value ofa Share subsequent to
the grant of such right.
2.39 "Stock Bonus" means either an outright grant of Stock or a grant of Stock subject to
and conditioned upon certain employment or performance related goals.
ARTICLEllI
PARTICIPATION AND LIMIT ON AWARDS
3.1 Participation. The Committee shall select the Eligible Employees and Eligible
Individuals who are Participants in the Plan. The Committee shall select the Eligible Employees
who, in the judgment of the Committee, are performing, or during the term of their incentive
arrangement will perform, vital services in the management, operation and development of the
Company, and significantly contribute, or are expected to significantly contribute, to the achievement
of long-term corporate economic objectives. The Committee shall select the Eligible Individuals
from the non-employee consultants and directors for the Company who are performing services
important to the operation and growth ofthe Company. Participants may be granted from time to
time one or more Awards.
3.2 Limit on Awards. No Participant shall receive Awards for any calendar year that would
provide Shares in excess of 20,000,000 Shares to the Participant, and the maximum number of
Shares subject to Awards for all Participants that may be granted in any calendar year shall not
exceed 80,000,000 Shares.
ARTICLE IV
OPTIONS
4.1 Grant of Options. A Participant may be granted one or more Options. Options shall be
granted as ofthe date specified in the Option Certificate. The Committee in its sole discretion shall
designate whether an Option is an Incentive Option or a Non-Qualified Option. Only Non-Qualified
Options may be granted to Eligible Individuals. The Committee may grant both an Incentive Option
and a Non-Qualified Option to an Eligible Employee at the same time or at different times. Incentive
Options and Non-Qualified Options, whether granted at the same time or at different times, shall be
United Western Bancorp, Inc. 2010 Equity Incentive Plan 10/28/2010 4
1070
deemed to have been awarded in separate grants and shall be clearly identified. In no event shall the
exercise of one Option affect the right to exercise any other 'Option or affect the number of Shares for
which any other Option may be exercised. The grant of each Option shall be separately approved by
the Committee, and the receipt of one Option shall not result in automatic receipt of any other
Option. Upon determination by the Committee to grant an Option to a Participant, the Committee
- shall give the Participant an Option Certificate.
4.2 Restrictions on Incentive Options.
(a)
(b)
(c)
Initial Exercise. The aggregate Fair Market Value of the Shares with respect to
which Incentive Options are exercisable for the first time by an Option Holder in any .
calendar year, under the Plan and any other plan of the Company, shall not exceed
$100,000. For this purpose, the Fair Market Value ofthe Shares shall be determined
as of the date of grant of the Option. To the extent the Option Holder holds two or
more Options which become exercisable for the first time in the same calendar year,
the $100,000 limitation shall be applied on the basis of the order in which the
Options are granted. Any Option or portion thereof that exceeds the $100,000 limit
shall be treated as a Non-Qualified Option, but only to the extent of such excess.
Ten Percent Stockholders. Incentive Options granted to an Option Holder who is
. the holder of record of 10% or more of the outstanding Stock of the Plan Sponsor
shall have an Option Price equal to 110% of the Fair Market Value of the Shares on
the date of grant of the Option and the Option Period for any such Option shall not
exceed five years.
No Award of Incentive Options shall be granted after the 10
th
year anniversary of the
Effective Date.
4.3 Stock Option Certificates. Each Option granted under the Plan shall be evidenced by a
written or electronic certificate (an "Option Certificate"). An Option Certificate shall be issued by
the Plan Sponsor in the name of the Option Holder and in such fonn as may be approved by the
Committee. The Option Certificate shall incorporate and confonn to the conditions in the Plan as
well as any other terms and conditions that are not inconsistent as the Committee may consider
appropriate. In the event of any inconsistency between the provisions of the Plan and any Option
Certificate, the provisions ofthe Plan shall govern.
(a) Number of Shares. Each Option Certificate shall state that it covers aspecified
number of Shares, as determined by the Committee.
(b) Price. The price at which each Share covered by an Option may be purchased shall
be determined in each case by the Committee and set forth in the Option Certificate,
and shall not be less than 100% of the Fair Market Value of the Stock on the date the
Option is granted.
United Western Bancorp, Inc. 2010 Equity Incentive Plan 10/2812010 5
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(c)
(d)
(e)
Duration of Options. Each Option Certificate shall state, the period of time,
determined by the Committee, within which the Option may be exercised by the
Option Holder (the ''Option Period''). The Option Period must end not more than ten
years from the date the Option is granted. If the Option Certificate does not specify
the Option Period, the Option Period will end ten years from the date the Option is
granted.
Restrictions on Exercise. The Option Certificate shall also set forth any restrictions
on Option exercise during the Option Period, if any, as may be determined by the
Committee. Each Option shall become exercisable (vest) over such period of time, if
any, or upon such events, as determined by the COl11Jl1,ittee. The Option Certificate
shall specify the period of time over which the Option becomes exercisable.
Termination of Services, Death, or Disability. The Committee may specify in the
Option Certificate the period, if any, after which an Option may be exercised
following termination ofthe Option Holder's services. Ifthe Option Certificate does
not specify the period of time following termination of service during which Options
may be exercised, the time periods in this Subsection shall apply. Once an Option is
granted, the Committee may not change the time period during which an Option may
be exercised following termination of the Option Holder's services, unless such a
change would not cause additional taxes to be imposed pursuant to Code 409A.
(i)
(ii)
(iii)
Termination for Cause. If the services of the Option Holder are terminated
within the Option Period for Cause,' as determined by the Company, the
Option shall thereafter be void for all purposes.
Disability. If the Option Holder becomes Disabled and terminates services,
the Option may be exercised by the Option Holder within one year following
the Option Holder's termination of services on account of Disability
(provided that such exercise must occur within the Option Period), but not
thereafter. The Option may be exercised only to the extent the Option had
become exercisable on or before the date of the Option Holder's termination
of services because of Disability.
Death. 'If the Option Holder dies during the Option Period while still
performing services for the Company or within the one year period referred to
in (ii) above or the three-month period referred to in (iv) below, the Option
may be exercised by those entitled to do so under the Option Holder's will or
by the laws of descent and distribution within one year following the Option
Holder'S death, (provided that such exercise must occur within the Option
Period), but not thereafter. The Option may be exercised only to the extent
the Option had become exercisable on or before the date of the Option
Holder's termination of services because of the Option Holder's death.
United western Bancorp, Inc. 2010 Equity Incentive Plan 10/2812010 6
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(iv) Termination for Reasons Other than Cause. Disability or Death. If the
Option Holder is no longer employed by the Company or performing services
for the Company for any reason other than Cause, Disability or the Option
Holder's death, the Option may be exercised by the Option Holder within
three months following the date of termination (provided that the exercise
must occur within the Option Period), but not thereafter. The Option may be
exercised only to the extent the Option had become exercisable on or before
the date of the Option Holder's termination of services .
. 4.4 Transferability. Each Option shall not be transferable by the Option Holder except by
will or pursuant to the laws of descent and distribution. Each Option is exercisable during the
Option Holder'S lifetime only by him or her, or in the event of Disability or incapacity, by his or her
guardian or legal representative. The Committee may, however, provide at the time of grant or
thereafter that the Option Holder may transfer a Non-Qualified Option to a member of the Option
Holder's immediate family, a trust of which members of the Option Holder's immediate family are
the only beneficiaries, or a partnership of which members of the Option Holder's immediate family
or trusts for the sole benefit of the Option Holder's immediate family are the only partners.
Immediate family means the Option Holder's spouse, issue (by birth or adoption), parents,.
grandparents, and siblings (including half brothers and sisters and adopted siblings). During the
Option Holder'S lifetime the Option Holder may not transfer an Incentive Option under any
circumstances.
4.5 Manner of Exercise. The method for exercising each Option granted hereunder shall be
by delivery to the Plan Sponsor of (1) written notice specifying the number of Shares with respect to
which such Option is exercised, (2) payment in full of the exercise price and any liability the
Company may have for withholding of federal, state or local income or other taxes incurred by
reason ofthe exercise of the Option, and (3) representation meeting the requirements of Section 12.1
if requested by the Plan Sponsor. The purchase of such' Shares shall take place at the principal
offices of the Plan Sponsor within thirty days following delivery of such notice; at which time the
Option Price ofthe Shares shall be paid in full.lfthe Option Price is paid by means of a broker's loan
transaction, in whole or in part, the closing of the purchase of the Stock under the Option shall take
place (and the Option s h ~ l l be treated as exercised) on the date on which, and only if, the sale of
Stock upon which the broker'S loan was based has been closed and settled, unless the Option Holder
makes an irrevocable written election, at the time of exercise of the Option, to have the exercise
treated as fully effective for all purposes upon receipt of the Option Price by the Plan Sponsor
regardless of whether or not the sale of the Stock by the broker is closed and settled. A properly
executed certificate or certificates representing the Shares shall be delivered to the Option Holder
upon payment. If Options on less than all shares evidenced by an Option Certificate are exercised,
the Plan Sponsor shall deliver a new Option Certificate evidencing the Option on the remaining
shares upon delivery of the Option Certificate for the Option being exercised.
4.6 Payment of the Exercise Price. The exercise price shall be paid by any of the following
methods or any combination of the following methods at the election of the Option Holder, or by any
other method approved by the Committee upon the request of the Option Holder:
United Western Bancorp, Inc. 2010 Equity Incentive Plan 1012812010 7
1073
(a) in cash.
(b) by certified check, cashier's check or other check acceptable to the Plan Sponsor,
payable to order of the Plan Sponsor.
(c) by delivery to the Plan Sponsor of certificates representing the number of Shares then
owned by the Option Holder, the Fair Market V slue of which equals the purchase
price ofthe Stock purchased pursuant to the Option, properly endorsed for transfer to
the Plan Sponsor. No Option may be exercised by delivery to the Plan Sponsor of
certificates representing Stock, unless such Stock has been held by the Option Holder
for more than six months. The Fair Market Value of any Shares delivered in payment
of the purchase price upon exercise of the Option under the Plan shall be the Fair
Market Value as of the exercise date. The exercise date shall be the day of delivery of
the certificates for the Stock used as payment of the Option Price.
(d) . by delivery to the Plan Sponsor of a properly executed notice of exercise together
with irrevocable instructions to a broker to deliver to the Plan Sponsor promptly the
amount of the proceeds of the sale of all or a portion of the Stock or of a loan from
the broker to the Option Holder required to pay the Option Price.
4.7 Withholding Requirement. The Plan Sponsor's obligations to deliver Shares upon the
exercise of any Option shall be subject to the Participant's Satisfaction of all applicable federal, state
and local income and other tax withholding requirements.
(a) Non-Oualified Options. Upon exercise of an Option, the Option Holder shall make
. appropriate arrangements with the Company to provide for the amount of additional
withholding required by Code 3102 and 3402 and applicable state income tax
laws, including payment of such taxes through delivery of Shares or by withholding
Stock to be issued under the Option.
(b) Incentive Options. If an Option Holder makes a disposition (as defined in Code
424( c of any Stock acquired pursuant to the exercise of an Incentive Option prior
to the expiration of two years from the date on which the Incentive Option was
granted or prior to the expiration of one year from the date on which the Option was
exercised, the Option Holder shall send written notice to the Company at the
Company's principal place of business of the date of such disposition, the number of
shares disposed of, the amount of proceeds received from such disposition and any
other information relating to such disposition as the Company may reasonably
request. The Option Holder shall, in the event of such a disposition, make
appropriate arrangements with the Company to provide for the amount of additional
withholding, if any, required by Code 3102 and 3402 and applicable state income
tax laws.
4.8 Withholding With Stock. The Committee may, in its sole discretion, grant the
Participant an election to pay all such amounts of tax or any part thereof, by electing to
United western Bancorp, Inc. 2010 Equity Incentive Plan 10/2812010 8
1074
transfer to the Plan Sponsor, or to have the Plan Sponsor withhold from shares otherwise issuable to
the Participant, Shares having a value equal to the amount required to be withheld or such lesser
amount as may be elected by the Participant. All elections shall be subject to the approval or
disapproval ofthe Committee. The value of Shares to be withheld shall be based on the Fair Market
Value of the Stock on the date that the amount of tax to be withheld is to be determined (the "Tax
Date"). Any such elections by Participants to have Shares withheld for this purpose will be subject
to the following restrictions:
(a) All elections must be made prior to the Tax Date.
(b) All elections shall be irrevocable.
(c) If the Participant is an officer or director of the Plan Sponsor within the.
meaning of Section 16 ofthe 1934 Act ("Section 16 "), the Participant must satisfy the requirements
of such Section 16 and any applicable Rules thereunder with respect to the use of Stock to satisfy
such tax withholding obligation.
4.9 Shareholder Privileges. No Option Holder shall have any rights as a shareholder with
respect to any Shares covered by an Option until the Option Holder becomes the holder of record of
such Stock, and no adjustments shall be made for dividends or other distributions or other rights as to
which there is a record date preceding the date such Option Holder becomes the holder of record of
such Stock, except as provided in the Plan.
4.10 Change in Control.
(a) Unless otherwise determined by the Committee (either at the time an Option is
granted or by subsequent action), the Options shall not be subject to accelerated
vesting at the time of a Change in Control.
(b) Upon the consummation of a Change in Control, all outstanding Options shall
terminate and cease to be outstanding, except to the extent assumed by the successor
corporation (or parent thereof) or otherwise continued i!l effect pursuant to the terms
of the Change in Control transaction, or except to the extent the Committee
determines (either at the time an Option is granted or by subsequent action) that any
outstanding Options (whether or not then exercisable) shall be canceled in exchange
for a cash payment equal to the product of (i) the excess, if any, of the per Share
consideration paid in the Change in Control minus the per Share exercise price of
such Options and (ii) the total number of Shares subject to such Options; provided
further, that any outstanding Options with a per Share exercise price that is greater
than the per Share consideration paid in the Change in Control shall automatically
terminate without payment on the closing of such Change in Control.
(c) Each Option which is assumed in connection with a Change in Control or otherwise
continued in effect shall be appropriately adjusted, immediately after such Change in
Control, to apply to the number and class of securities which would have been
10/28/2010 9
1075
issuable to the Option Holder in consummation of such Change in Control, had the
Option been exercised immediately prior to the Change in Control. Appropriate
adjustments shall also be made to (i) the number and class of securities available for
issuance under the Plan following the consummation of the Change in Control and
(ii) the exercise price payable per share under each outstanding Option, provided the
aggregate exercise price payable for such securities shall remain the same. To the
extent the actual holders of the Company's outstanding Stock receive cash
consideration for their Stock in consummation of the Change in Control, the
successor corporation may, in connection with the assumption of the outstanding
options under this Plan, substitute one or more shares of its own common stock with
a fair market value equivalent to the cash consideration paid per Share in such
Change in Control.
(d) The Committee shall have the discretion, exercisable either at the time the Option is
granted or at any time while the Option remains outstanding, to structure one or more
Options so that those Options shall automatically accelerate and vest in full upon the
occurrence of a Change in Control, whether or not those Options are to be assumed in
the Change in Control or otherwise continued in effect.
(e) The portion of any Incentive Option accelerated in connection with a Change in
Control shall remain exercisable as an Incentive Option only to the extent the
applicable $100,000 limitation is not exceeded. To the extent such dollar limitation
is exceeded, the accelerated portion of such Option shall be exercisable as a
Non-Qualified Option under the federal tax laws.
ARTICLE V
RESTRICTED STOCK
5.1 Persons Eligible. The Committee, in its sole discretion, may grant a Participant one or
more Restricted Stock Awards consisting of Shares. The number of Shares granted as a Restricted
Stock Award shall be determined by the Committee.
5.2 Terms of Award. The Committee shall determine at the time ofthe grant of a Restricted
Stock Award any other terms that will apply to the Restricted Stock Award. Each Restricted Stock
Award granted under the Plan shall be evidenced by a written restricted stock certificate (a
"Restricted Stock Award Certificate"). A Restricted Stock Award Certificate shall be issued by the
Plan Sponsor in the name of the Participant and in such form as may be approved by the Committee.
The Restricted Stock Award Certificate shall incorporate and conform to the conditions in the Plan
as well as any other terms and conditions that are not inconsistent as the Committee may consider
appropriate. In the event of any inconsistency between the provisions ofthe Plan and any Restricted
Stock Award Certificate, the provisions of the Plan shall govern.
(a) Number of Shares of Restricted Stock. Each Restricted Stock Award Certificate
shall state that it covers a specified number of Shares, as determined by the
Committee.
1076
(b) Restrictions. The Restricted Stock Award Certificate shall" set forth the vesting
restrictions as may be determined by the Committee. Each Share of Restricted Stock
shall vest over such period of time, if any, or upon such events,as determined by the
Committee. The Restricted Stock Award Certificate shall state the' vesting
restrictions.
(c) Termination of Services, Death, or Disability. Unless the Restricted Stock Award
Certificate provides otherwise, if a Participant terminates service for any reason,
including death or Disability, the remaining unvested Award at the date of
termination shall be forfeited and shall be immediately returned to the Company ..
5.3 Privileges of a Stockholder, Transferability. Subject to the terms of the Restricted Stock
Award Certificate, a Participant shall have all voting, dividend, liquidation and other rights with
respect'to Stock held pursuant to the Restricted Stock Award Certificate upon the Participant's
becoming the holder of record of such Stock, except that the Participant may not have the right to
sell, encumber, or otherwise transfer such Stock until the restrictions lapse.
5.4 En/orc(Jment of Restrictions. The Committee shall cause a legend to be placed on the
Stock certificates issued pursuant to each Restricted Stock Award ,referring to the restrictions of this
Article and, in addition, may in its sole discretion require one or more of the following methods of
enforcing the restrictions of this Article:
(a) Requiring the Participant to keep the Stock certificates, duly endorsed, in the
custody of the Company while the restrictions remain in effect; or
(b) Requiring that the Stock certificates, duly endorsed, be held in the custody of
a third party while the restrictions remain in effect.
Any new, substituted, or additional securities or other property (including money paid other than as a
regular cash dividend) which the Participant may have the right to receive with respect to the
Participant's unvested Restricted Stock Award by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change affecting the Stock as a
class without the Company's receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable under the Participant's Restricted Stock Award Certificate and (ii) such
escrow arrangements as the Committee shall deem appropriate.
5.5 Withholding Requirement. Upon satisfaction of all restriqtions under a Restricted Stock
Award Certificate, the Participant is subject to and shall be required to pay to the Companyall taxes
required to be withheld, all government mandated social benefit contributions, and any other
payments required to be withheld which are applicable to the Participant.
5.6 Change in ControL Unless otherwise determined by the Committee (either at the time a
Restricted Stock Award is granted or by subsequent action), Restricted Stock Awards shall not be
subject to accelerated vesting at the time of a Change in ControL Upon the consummation of a
10/2812010 11
1077
Change in Control, any Restricted Stock Award as to which the period for which services are
required or other restrictions have not been (or waived or accelerated) shall be forfeited, and
all Shares related thereto shall be immediately returned to the Company, except to the extent
assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to
the terms of the Change in Control transaction.
The Committee shall have the discretion, exercisable either at the time the Restricted Stock
Award is granted or at any time while the Restricted Stock Award remains outstanding, to structure
one or more Restricted Stock Awards so that those Restricted Stock Awards shall automatically
accelerate and vest in full upon the occurrence of a Change in Control, whether or not those
Restricted Stock Awards are to be assumed in the Change in Control or otherwise continued in
effect.
ARTICLE VI
RESTRICTED STOCK UNITS
6.1 Grant of RSUs. A Participant may be granted one or more Restricted Stock Units as
determined by the Committee. Restricted Stock Units shall be granted as of the date specified in the
RSU Certificate. RSUs granted maybe 100% vested on the date the Award is granted, or they may
be subject to a vesting schedule. Each Award shall be separately approved by the Committee, and
the receipt of one Award . shall not result in automatic receipt of any other A ward. Upon
determination by the Committee to grant Restricted Stock Units to a Participant, the Company, by
action ofthe Committee, shall give the Participant an RSU Certificate.
6.2 RSU Certificates. Each Award granted under the Plan shall be evidenced by a written or
electronic restricted stock unit certificate (an "RSU Certificate"). An RSU Certificate shall be issued
by the Plan Sponsor in the name of the Participant to whom the Award is granted and in such form as
may be approved by the Committee. The RSU Certificate shall incorporate and conform to the
conditions in the Plan as well as any other terms and conditions that are not inconsistent as the
Committee may consider appropriate.
(a) Number of RSUs. Each RSU Certificate shall state that it covers a specified number
ofRSUs, as determined by the Committee.
(b) Restrictions. The RSU Certificate shall set forth the vesting restrictions as may be
determined by the Committee. Each RSU shall vest over such period of time, if any,
or upon such events, as determined by the Committee, in a manner that does not
cause adverse tax consequences under Code 409A.
(c) Termination of Services, Death, or Disability. Unless the RSU Certificate provides
otherwise, if a Participant terminates service for any reason, including death or
Disability, the remaining unvested Award at the date of termination shall be forfeited
and shall be immediately returned to the Company.
1078
6.3 Non-Transferability of RSUs. No RSU shall be assignable or during the
lifetime of the Participant, either voluntarily or involuntarily, or subjected to any lien, directly or
indirectly, by operation of law, or otherwise, including execution, levy, garnishment, attacmnent,
pledge or bankruptcy. In the event of an RSU Holder's death, an RSU Holder's RSUs shall be
automatically transferred to the RSU Holder's beneficiary designated in accordance with Section 6.4,
or if the RSU Holder did not designate a beneficiary, or if no beneficiary survives the RSU Holder,
the RSU Holder'S legal representatives, heirs or legatees.
6.4 Designation of BenefICiary. Each RSU Holder may designate one or more beneficiaries
(who may be designated contingently or successively) to whom the RSU payment is payable in the
event ofthe RSU Holder's death. Each designation will automatically revoke any prior designations
by the same RSU Holder. The beneficiary designation shall be in writing on a form prescribed by the
Committee. Any beneficiary designation will be effective as of the date on which the written
designation is received by the Committee during the lifetime ofthe RSU Holder. If the RSU Holder
does not designate a beneficiary, or if a beneficiary does not survive the RSU Holder, the cash
payment (or the portion of the cash payment attributable to a deceased beneficiary) shall be payable
to the RSU Holder's estate.
6.5 Redemption ofRSUs. As of the date an RSU is vested, the Company shall the"
RSU. In no event shall the redemption of RSUs granted under one RSU Certificate affect the
rede!Jlption of any RSUs under the same RSU Certificate or any other RSU Certificate or affect the
number ofRSUs which may be redeemed. Following redemption of all RSUs granted under an RSU
Certificate, the RSU Certificate shall be terminated.
(a) AMount ofRSU Payment. If the RSU Certificate specifies that payment of the RSU
shall be made in cash, the Plan Sponsor (or the Affiliated Corporation utilizing the
services ofthe RSU Holder) shall make a cash payment for each RSU equal to the
Fair Market Value of a Share on the date the RSU is vested, less any withholdings (as
determined under Section 6.7). If the RSU Certificate specifies that payment of the
RSU shall be made in Shares, the Plan Sponsor (or the Affiliated Corporation
utilizing the services ofthe RSU Holder) shall deliver one Share for each RSU to the
RSU Holder, less any withholdings (as determined under Section (i.7). The Plan
Sponsor has the right to reduce anypayment due under the Plan by any amounts
owed by the RSU Holder to the Company. The amount of any cash payment shall be
calculated and paid in United States dollars.
(b) Timing of Payment. Unless the RSU Certificate provides otherwise, the Plan
Sponsor (or the Affiliated Corporation utilizing the services of the RSU Holder) shall
make any cash payment in a single sum payment as soon as administratively
practicable (in accordance with procedures established by the Committee) after the
receipt by the Plan Sponsor of all representations requested by the Committee
pursuant to Section 12.1, but in no event later than the 15
th
day of the third month
following the end of the calendar year in which the RSU vests. Unless the RSU
Certificate provides otherwise, the Plan Sponsor (or the Affiliated Corporation
utilizing the services of the RSU Holder) shall deliver any Stock payment as soon as
1079
adniinistratively practitable '(in accordance with procedures established by the
Committee) after the receipt by the Plan Sponsor of all representations requested by
the Committee pursuant to Article XI, but in no event later than the 15
th
day of the
third month following the end of the calendar year in which the RSU vests.
(c) Cancellation ofRSUs Redeemed. Upon redemption ofan RSU, the RSU Holder no
longer has any rights to any increase in value of the RSU, and the Participant's RSUs
which were redeemed are canceled. .
6.6 Cancellation of RSUs Upon Termination of Service.
(a)
(b)
Termination of Services for Any Reason. If an RSU Holder voluntarily terminates
service or is terminated involuntarily from service for any reason other than death
(including retirement or disability), all unvested RSUs shall be forfeited.
Definition of Termination of Services. Termination of services occurs as of the
first day on which the RSU Holder is no longer performing services for the Company
or any entity related to the Company. Whether an RSU Holder has terminated
service shall be determined by the Committee in its sole discretion.
6.7 Withholding Requirement. All payments under the Plan are subject to withholding of all
. taxes, government mandated social benefit contributions, or other payments required to be withheld
which are applicable to the RSU Holder.
6.8 No Equity Holder Privileges. No RSU Holder shall have any privileges as an equity
holder with respect to any RSUs.
6.9 Change in ControL Unless otherwise determined by the Committee (either at the time a
RSU is .granted or by subsequent action that does not cause adverse tax consequences under Code
409A), RSUs shall not be subject to accelerated vesting at the time of a Change in Control. Upon
the consummation of a Change in Control, any RSU as to which the period for which services are
required or other restrictions have not been satisfied (or waived or accelerated) shall be forfeited,
except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued
in effect pursuant to the terms of the Change in Control transaction.
The Committee shall have the discretion at the time the RSU is granted (or at any time the
RSU remains outstanding, if the action subsequent to the grant date does not cause adverse tax
consequences under Code 409A) to structure one. or more RSUs so that those RSUs shall
automatically accelerate and vest in full upon the occurrence of a Change in Control, whether or not
those RSUs are to be assumed in the Change in Control or otherwise continued in effect
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ARTICLE VII
STOCK APPRECIATION RIGHTS
7.1 Persons Eligible. The Committee, in its sole discretion, may grant a Participant one or
more Stock Appreciation Rights. .
7.2 Types of Stock Appreciation Rights. The Committee may grant Stock Appreciation
Rights that are settled in cash under the Plan, or Stock Appreciation Rights that are settled in Stock.
7.3 Terms of Grant. The Committee shall determine at the time of the grant of a Stock
Appreciation Right the time period during which the Stock Appreciation Right may be exercised, the
type of Stock Appreciation Right being granted, and. any other terms that will apply to the Stock
Appreciation Right. Each Stock Appreciation Right granted under the Plan shall be evidenced by a
written or electronic stock appreciation right certificate (a "SAR Certificate"). A SAR Certificate
shall be issued by the Plan Sponsor in the name of the SAR Holder and in such form as may be
approved by the Committee. The SAR Certificate shall incorporate and conform to the conditions in
the Plan as well as any other terms and conditions that are not inconsistent as the Committee may
consider apprppriate. In the event of any inconsistency between the provisions of the Plan and any
Option Certificate, the provisions of the Plan shall govern.
(a)
(b)
(c)
(d)
(e)
Number of SARs. Each SAR Certificate shall state that it covers a specified number
of Stock Appreciation Rights, as determined by the Committee.
Stock Price for Determining Appreciation. Each SAR Certificate shall state the Fair
Market Value of a Share from which appreciation of the SARwill be measured. The
Stock price specified shall not be less than 100% of the Fair Market Value of the
Stock on the date the SAR is granted.
Duration of SARs. Each SAR Certificate shall state the period of time, determined
by the Committee, within which the SAR may be exercised by the SAR Holder (the
"SAR Period"). The SAR Period must end not more than ten years from the date the
SAR is granted. If no SAR Period is stated in the SAR Certificate, the SAR Period
shall end on the day immediately preceding the 10
th
anniversary of the date of grant.
. Restrictions on Exercise. The SAR Certificate shall also set forth any restrictions on
SAR exercise during the SAR Period, if any, as may be determined by the
Committee .. Each SAR shall become exercisable (vest) over such period oftime, if
any, or upon such events, as determined by the Committee.
Termination of Services, Death, or Disability. The Committee may specifY the
period, if any, after which an SAR may be exercised following termination of the
SAR Holder's services in the SAR Certificate. If the SAR Certificate does not
specifY the period of time following termination of service during which SARs may
be exercised, the time periods in this Subsection shall apply. Once a SAR is granted,
the Committee may not change the time period during which a SAR may be
10/28/2010 15
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exercised following termination ofthe SAR Holder's serVices, unless such a change
would not cause additional taxes to be imposed pursuant to Code 409A.
(i) Termination for Cause. If the services of the SAR Bolder are terminated
within the SAR Period for Cause, as determined by the Company, the SAR
shall thereafter be void for all purposes.
(ii) Disability. Ifthe SAR Holder becomes Disabled and terminates services, the
SAR may be exercised by the SAR Holder within one year following the
SAR Holder's termination of services on account of Disability (provided that
such exercise must occur within the SAR Period), but not thereafter. The
SAR may be exercised only with respect to the extent the SAR had become
exercisable on orbefore the date ofthe SAR Holder's termination of services
because of Disability.
(iii) Death. If the SAR Holder dies during the SAR Period while performing
services for the Company or within the one year period referred to in (ii)
above or the three-month period referred to in (iv) below, the SAR may be
exercised by those entitled to do so under the SAR Holder's will or by the
laws of descent and distribution within one year following the SAR Holder's
death, (provided that such exercise must occur within the SAR Period), but
not thereafter. The SAR may exercised only to the extent the SAR had
become exercisable on or before the date ofthe SAR Holder's termination of ..
services because of the SAR Holder's death.
(iv) Termination for Reasons Other than Cause. Disability or Death. If the
SAR Holder is no longer employed by the Company or performing services
for the Company for any reason other than Cause, Disability or the SAR
Holder's death, the SAR may be exercised by the SAR Holder within three
months following the date of termination (provided that the exercise must
occur within the SAR Period), but not thereafter. The SAR may be exercised
only to the extent the SAR had become exercisable on or before the date of
termination of services.
7.4 Exercise of Stock Appreciation Rights. Upon vesting in a Stock Appreciation Right, a
Participant shall be permitted to exercise the Stock Appreciation Right at any time prior to the date
the Stock Appreciation Right expires. The effective date of exercise of a Stock Appreciation Right is
the date on which the Company receives notice from the Participant of the exercise of the Stock
Appreciation Right. Upon the exercise of one or more Stock Appreciation Rights settled in Stock,
the Company will issue to the J,>articipant the number of whole Shares determined by dividing (i) the
number of Stock Appreciation Rights being exercised, multiplied by the difference in the Fair
Market Value of one Share on the exercise date ofthe Stock Appreciation Right and the Fair Market
Value of one Share on the grant date in the Stock Appreciation Right by (ii) the Fair Market Value of
one Share on the exercise date. Upon exercise of one or more Stock Appreciation Rights settled in
cash, the shall make a cash . payment to the Participant in an amount equal to the total
United WestemBancorp, Inc. 2010 Equity Incentive Plan
10/2812010 16
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number of vested Stock Appreciation Rights, multiplied by the difference in the Fair Market Value
of one Share on the grant date of the Stock Appreciation Right and the Fair Market Value of one
Share on the date of exercise, less any withholdings.
7.5 Withholding Requirement. All payments under the Plan are subject to withholding of all
taxes, government mandated social benefit contributions, or other payments required to be withheld
which are applicable to the Participant.
7.6 Effect of Exercise. The exercise or cash-out of a Stock Appreciation Right will result in
an equal reduction in the number of Stock Appreciation Rights that were granted.
7.7 No Equity Holder Privileges. No holder, of a Stock Appreciation Right shall have any
privileges as an equity holder with respect to any Stock Appreciation Rights.
7.8 Change in Control. Unless otherwise determined by the Committee (either at the time a
SAR is granted or by subsequent action), SARs shall not be subject to accelerated vesting at the time
of a Change in Control. Upon the consummation of a Change in Control, any SAR as to which the
period for which services are required or other restrictions have not been satisfied (or waived or
accelerated) shall be forfeited, except to the extent assumed by the successor corporation (or parent
thereof) or otherwise continued in effect pursuant to the terms ofthe Change in Control transaction,
or except to the extent the Committee determines (either at the time an Option is granted or by
subsequent action) that any outstanding SAR (whether or not then exercisable) shall be canceled in
exchange for a cash payment equal to the product of (i) the excess, if any, of the per Share
consideration paid in the Change in Control minus the per Share exercise price of such SAR and
(ii) the total number of Shares subject to such SAR; provided further, that any outstanding SAR with
a per Share exercise price that is greater than the per Share consideration paid in the Change in
Control shall automatically terminate without payment on the closing of such Change in Control.
The Committee shall have the discretion, exercisable either at the time the SAR is granted or
at any time while the SAR remains outstanding, to structure one or more SARs so that those SARs
shall automatically accelerate and vest in full upon the occurrence of a Change in Control, whether or
not those SARs are to be assumed in the Change in Control or otherwise continued in effect.
ARTICLEvm
STOCK BONUSES AND OTHER COMMON STOCK GRANTS
The Committee may award Stock Bonuses to such Participants, subject to such conditions
and restrictions, as it determines in its sole discretion. Stock Bonuses may be either outright grants
of Stock, or may be grants of Stock subject' to and conditioned upon certain employment or
performance related goals.
From time to time during the duration of this Plan, the Board may, in its sole discretion,
adopt one or more incentive compensation arrangements for Participants pursuant to which the
Participants may acquire Shares, whether by purchase, outright grant, or otherwise. Any such
arrangements shall be subject to the general provisions ofthis Plan and all Shares issued pursuant to
such arrangements shall be issued under this Plan.
10/28/2010 17
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ARTICLE IX
PERFORMANCE AWARDS
9.1 Performance-Based Awards. The Company intends that performance-based
Awards to certain Eligible Employees will satisfy the performance-based compensation requirements
of Code 162(m) so that the Company may deduct any compensation paid under the Plan for federal
income tax purposes without limitation under Code 162(m). If any provision ofthis Plan or any
Award Certificate would otherwise frustrate or conflict with such intent, that provision, to the extent
possible, shall be interpreted and deemed amended so as to avoid such conflict.
9.2 Grants of Performance-Based A wards. The Committee may grant Performance
Awards that grant a specific number of Options, SARs, shares of Restricted Stock, or Restricted
Stock Units that vest in whole or in part upon satisfaction of specified performance goals. The
Committee may also grant Awards that require the Committee to grant a specific number of shares of
Stock, Options, SARs, shares of Restricted Stock, or Restricted Stock Units upon satisfaction of
specified performance goals. The Committee shall, in its sole discretion, determine: (a) the type of
performance-based Awards to be made, (b) the time at which performance-based Awards are to be
made, (c) the time at which the performance-based Awards vest or shares are granted under
performance-based Awards, (d) actual performance against targets for purposes of performance-
based Award vesting or granting of Awards, (e) specific weighing of the components of
performance-based Award vesting or grants, and (t) establish such other terms under the Plan as the
Committee may deem necessary or desirable and consistent with the terms of the Plan. The
Committee shall have the full and exclusive right to grant and determine terms and conditions of all
performance-based Awards granted under the Plan. The performance goal or goals for a Performance
Award shall be established in writing at the time the Performance Award is granted. The Committee
shall have no power to increase a performance-based A ward that has been granted, but shall have the
power to decrease a performance-based Award.
9.3 Award Certificates. A ward Certificates that are intended to comply with Code
162(m) shall specify the target number of Shares for the Participant. The maximum vesting for a
performance-based Award shall be 100% of the Award. No performance-based Award shall entitle
the Participant to receive more than the maximum number of Shares in any calendar year set forth in
Article m. Performance-based Awards to all Participants for any calendar year shall not exceed the
maximum number of Shares set forth in Article m.
9.4 Preestablished Performance Goals. The performance criteria for any Award that is
intended to satisfy the requirements for "performance-based compensation" under Code 162(m)
shall be a measure based on one or more Qualifying Performance Criteria selected by the Committee
and specified at the time the Performance Award is granted. For purposes of this Plan, the term
"Qualifying Performance Criteria" shall mean anyone or more ofthe following performance criteria,
either individually or in any combination, applied to either the Company as a whole or.to a business
unit or Affiliated Corporation, either individually or in any combination, and measured either
annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established
target, to previous years' results or to a designated comparison group, in each case as specified by.the
10/28/2010 18
1084
Committee in the performance-based Award: (a) cash flow, (b) earnings per share, (c) earnings
before interest, taxes and amortization, (d) return on equity, (e) total stockholder return, (t) share
price performance, (g) return on capital, (h) return on assets or net assets, (i) revenue, (j) income or
net income, (k) operating income or net operating income, (I) operating profit or net operating profit,
(m) operating margin or profit margin, (n) return on operating revenue, (0) return on invested capital,
(q) product release schedules, and (r) new product innovation. The Committee may appropriately
adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the
following events that occurs during a performance period: (i) asset write-downs, (ii) litigation or
. claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other
such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring
programs and (v) any extraordinary non-recurring items as described in management's discussion
and analysis of financial condition and results of operations appearing in the Company's Securities
Exchange Act filings.
9.5 Committee Certification. Notwithstanding satisfaction of any Qualifying Performance
Criteria, the number of Stock, Options, SARs, or RSUs under a performance-based Award to be
granted or vested on account of satisfaction of such Qualifying Performance Criteria maybe reduced
by the Committee on the basis of such further considerations as the Committee in its sole discretion
shall determine. The Participant shall not be entitled to vest in or be granted any portion of a
performance-based Award until the Committee certifies in writing that the Holder has met his or her
specific performance goals and determines the portion of the performance-based Award which is to
be vested or granted.
ARTICLE X
PLAN ADMINISTRATION
10.1 Committee. The Plan shall be administered by a Committee appointed by and serving at
the pleasure of the Board of Directors, consisting of not less than two Directors (the "Committee")
and, at any time when the Plan Sponsor is a publicly held corporation, consisting solely of outside
Directors (within the meaning of Code 162(m)( 4)(C)(i. The Board of Directors may from time to
time remove members from or add members to the Committee, and vacancies on the Committee,
howsoever caused, shall be filled by the Board of Directors. At any time when the Plan Sponsor is a
publicly held corporation, the Committee shall be so constituted at all times as to permit the Plan to
comply with Rule 16b-3 or any successor rule promulgated under the Securities Exchange Act of
1934 (the "1934 Act") and to permit Awards to comply with the performance based compensation
exception of Code 162(m). Members of the Committee and any subcommittee or special
committee shall be appointed from time to time by the Board, shall serve at the pleasure ofthe Board
and may resign at any time upon written notice to the Board.
10.2 Committee Meetings and Actions. The Committee .shall hold meetings at such times
and places as it may determine. A majority of the members of the Committee shall constitute a
quorum, and the acts of the majority of the members present at a meeting or .a consent in writing
signed by all members of the Committee shall be the acts of the Committee and shall be fmal,
binding and conclusive upon all persons, including the Company, its shareholders, and all persons
having any interest in Options which maybe or have been granted pursuant to the Plan.
10/28/2010 19
1085
10.3 Powers of Committee. In accordance with the provisions of the Plan, the Committee
. shall, in its sole discretion, select the Participants from among the Eligible Employees and Eligible
Individuals, determine the Awards to be made pursuant to the Plan, and the time at which such
Awards are to be made, fIx the exercise price, period and manner in which an Option or SAR
becomes exercisable, and establish such other terms under the Plan as the Committee may deem
necessary or desirable and consistent with the terms ofthe Plan. The Committee shall determine the
form or forms of the certifIcates or agreements with Participants that shall evidence the particular
provisions, terms, conditions, rights and duties ofthe Plan Sponsor and the Participants with respect
to Awards granted pursuant to the Plan, which provisions need not be identical except as may be
provided herein. The Committee shall have the full and exclusive right to grant and determine terms
and conditions of all Awards granted under the Plan. In granting Awards, the Committee shall take
into consideration the contribution the Participant has made or may make to the success of the
Company or its subsidiaries and such other factors as the Committee shall determine. The
Committee may from time to time adopt such rules and regulations for carrying out the purposes of
the Plan as it may deem proper and in the best interests of the Company. The Committee may
correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any
certificate or agreement entered into hereunder in the manner and to the extent it shall deem
expedient and it shall be the sole and final judge of such expediency. No member of the Committee
shall be liable for any action or determination made in good faith. The determinations,
interpretations and other actions of the Committee pursuant to the provisions of the Plan shall be
binding and conclusive for all purposes and on all persons.
1 OAOptions May Be Assumed. In accordance with the provisions of Code 424(a), the
Committee may, in its sole discretion, substitute a new Option for an outstanding option or assume
an outstanding option in connection with a Corporate Transaction, without the substitution or
assumption being treated as a modification of the existing incentive stock option under Code
424(h) or a modifIcation of an existing option under Code 409A. Ifthe new substituted Option
or assumed Option is intended to be an Incentive Option, the provisions ofthis Section apply solely
to an Eligible Employee who is providing services to the Company at the time ofthe substitution or
assumption (or a former Eligible Employee within the 3-month period following termination of
service). For purposes ofthis Section, the term "Corporate Transaction" includes: (a) a corporate
merger, consolidation, acquisition of property or stock, separation, reorganization, or liquidation;
(b) a distribution (excluding an ordinary dividend or a stock split or stock dividend described in
Treas. Reg. lA24-1(e)(4)(v or change in the terms or number of outstanding shares of such
corporation; and (c) any other corporate events prescribed by the Commissioner in published
guidance.
10.5 Interpretation of Plan. The determination of the Committee as to any disputed question
arising under the Plan, including questions of construction and interpretation, shall be final, binding
and conclusive upon all persons, including the Company, its shareholders, and all persons having any
interest in Options which may be or have been granted pursuant to the Plan. Stock Options, Stock
Appreciation Rights, Restricted Stock grants, and Stock grants are intended to be excluded from the
requirements of Code 409A as a result of the exception for stock rights and the exception for
transfers of property subject to 83. Restricted Stock Unit grants are intended to be excluded from
the requirements of Code 409A under the short-term deferral exception. To the extent that any
1086
provision ofthe Plan or of any grant certificate or agreement could be interpreted otherwise, the Plan
and all grant certificates or agreements shall be interpreted in a manner that ensures all grants are
excluded from the requirements of Code .409A. The Company will amend the Plan as necessary to
ensure exclusion of Awards from the requirements of Code 409A, or to the extent necessary or
appropriate, to comply with the requirements of Code 409A.
10.6 Indemnification. Each person who is or shall have been a member of the Committee or
of the Board of Directors shall be indemnified and held harmless by the Plan Sponsor against and
from any loss, cost, liability or expense that may be imposed upon or reasonably incurred in
connection with or resulting from any claim; action, suit or proceeding to which such person may be
a party or in which such person maybe involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid in settlement thereof, with the Company's
approval, or paid in satisfaction of a judgment in any such action, suit or proceeding against him,
provided such person shall give the Company an opportunity, at its own expense, to handle and
defend the same before undertaking to handle and defend it on such person's own behalf. The
foregoing right of indemnification shall not be exclusive of, and is in addition to, any other rights of
indemnification to which any person may be entitled under the Plan Sponsor's Articles of
Incorporation or Bylaws, as a matter oflaw, or otherwise, or any power that the Company may have
to indemnify them or hold them harmless. .
ARTICLE XI
STOCK SUBJECT TO THE PLAN
11.1 Number of Shares. The number of Shares that are authorized for issuance under the
Plan in accordance with the provisions ofthe Plan and subject to such restrictions or other provisions
as the Committee may from time to time deem necessary shall not exceed 80,000,000, subject to the
provisions regarding changes in capital. The Shares may be either authorized and unissued Shares or
previously issued Shares acquired by the Plan Sponsor. This authorization may be increased from
time to time by approval of the Board and by the stockholders of the Plan Sponsor if, in the opinion
of counsel for the Plan Sponsor, stockholder approval is required. Share.s that may be issued upon
exercise of Options under the Plan shall be applied to reduce the maximum number of Shares
remaining available for use under the Plan. The Plan Sponsor shall at all times during the term of the
Plan and while any Awards are outstanding retain as authorized and unissued Stock at least the
number of Shares from time to time required under the provisions of the Plan, or otherwise assure
itself of its ability to perform its obligations hereunder ~
11.2 Unused Stock. Any Shares that are ~ u b j e c t to an Award that expires or for any reason is
terminated unexercised and any Shares withheld for the payment of taxes or received by the Plan
Sponsor as payment of the exercise price ofan Award shall automatically become available for use
under the Plan.
11.3 Adjustments for Stock Splits and Stock Dividends. If the Plan Sponsor shall at any
time increase or decrease the number of its outstanding Shares or change in any way the rights and
privileges of such Shares by means of the payment of a stock dividend or any other distribution upon .
such Shares payable in Stock, or through a stock split,su},4ivisio,n, consolidation, combination,
United Western Bancorp, Inc. 2010 Equity Incentive plan
10/2812010 21
1087
reclassification or recapitalization involving the Stock, then in relation to the Stock that is affected
by one or more of the above events, the numbers, rights and privileges of the following shall be
increased, decreased or changed in like manner (in accordance with the rules governing modifications,
extensions, substitutions and assumptions of stock rights described in Treas. Reg. 1.409 A-I (b X 5)(v)(D as
ifthey had been issued and outstanding, fully paid and nonassessable at the time of such occurrence:
(i) the Shares as to which Awards may be granted under the Plan and (ii) the Shares then included in
each outstanding Award granted hereunder.
11.4 Other Distributions and Changes in the Stock. Ifthe Plan Sponsor distributes assets or
securities of persons other than the .Plan Sponsor (excluding cash or distributions referred to in
Section 11.3) with respect to the Stock, or ifthe Plan Sponsor grants rights to subscribe pro rata for
additional Shares or for any other securities of the Plan Sponsor to the holdersofits Stock, or if there
is any other change (except as described in Section 11.3) in the number or kind of outstanding Shares
or of any stock or other securities into which the Stock will be changed or for which it has been
exchanged, and if the Committee in its discretion determines that the event equitably requires an
adjustment in the number or kind of Shares subject to an Award, an adjustment in the exercise price
or the taking of any other action by the Committee, including without limitation, the setting aside of
any property for delivery to the Participant upon the exercise' of an Award or the full vesting of an
Award, then such adjustments shall be made, or other action shall be taken, by the Committee (in
accordance with the rules governing modifications, extensions, substitutions and assumptions of
stock rights described in Treas. Reg. and shall be effective for all purposes
of the Plan and on each outstanding Award.
11.5 General Adjustment Rules. No adjustment or substitution provided for in this Article
shall require the Plan Sponsor to sell a fractional Share under any Award, or otherwise issue a
fractional Share, and the total substitution or adjustment with respect to each Award shall be limited
by deleting any fractional Share. In the case of any such substitution or adjustment, the aggregate
exercise price for the total number of Shares then subject to an Award'shall remain unchanged
the exercise price per Share under each such Award shall be equitably adjusted by the Committee to
reflect the greater or lesser number of Shares or other securities into which the Stock subject to the
Award may have been changed, and appropriate adjustments shall be made to other Awards to reflect
any such substitution or adjustment. In the case of any such substitution or adjustment, such Option
shall be equitably adjusted by the Committee in accordance with the rules governing modifications,
extensions, substitutions and assumptions' of stock' rights described in Treas. Reg.
1.409A-l(b)(5)(v)(D). .
11.6 Determination by the Committee. Adjustments under this Article shall be made by the
Committee, whose determinations shall be final and binding upon all parties .
. ARTICLE XII
GENERAL RESTRICTIONS
12.1 Investment Representations. The Plan Sponsor may require any person to whom an
Award is granted, as a condition of receiving Stock pursuant to the Award, to give written assurances
in substance and form satisfactory to the Plan Sponsor and its counsel to the effect that such person
10/2812010 22
1088
is acquiring the Stock for his own account for investment and not with any present intention of
selling or otherwise distributing the same, and to such other effects as the Plan Sponsor deems
necessary or appropriate in order to comply with federal and applicable state securities laws.
Legends evidencing such restrictions maybe placed on the Stock certificates.
12.2 Compliance with Securities Laws. Each Award shall be subject to the requirement that,
if at any time counsel to the Plan Sponsor shall determine that the listing, registration or qualification
of the Shares subject to such Award upon any securities exchange or under any state or federal law ,
or the consent or approval of any governmental or regulatory body, is necessary as a condition of, or
in connection with, the issuance or purchase of shares thereunder, such Award may not be accepted
or exercised in whole or in part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained on conditions acceptable to the Committee. Nothing herein
shall be deemed to require the Plan Sponsor to apply for or to obtain such listing, registration or .
qualification.
12.3 Changes in Accounting Rules. Except as provided otherwise at the time an Award is
granted, notwithstanding any other provision of the Plan to the contrary, if, during the term ofthe
Plan, any changes in the financial or tax accounting rules applicable to Awards shall occur which, in
the sole judgment of the Committee, may have a material adverse effect on the reported earnings,
assets or liabilities of the Plan Sponsor, the Committee shall have the right and power to modify as
necessary, any then outstanding Awards as to which the applicable services or other restrictions have
not been satisfied.
12.4 Shareholders Agreement. Upon demand by the Plan Sponsor, the Participant shall
execute and deliver to the Plan Sponsor a shareholders agreement in such form as the Company may
provide at the time of the Participant is receiving Stock pursuant to the Plan ("Shareholders
Agreement"). The Shareholders Agreement may include, without limitation, restrictions upon the
Participant's right to transfer shares, including the creation of an irrevocable right of first refusal in
the Plan Sponsor and its designees, and provisions requiring the Participant to transfer the Shares to
the Plan Sponsor or the Plan Sponsor's designees upon a termination of employment. Upon such
demand, execution of the Shareholders Agreement by the Participant prior to the transfer or delivery
of any shares and prior to the expiration of the option period shall be a condition precedent to the
right to purchase such Shares, unless such condition is expressly waived in writing by the Plan
Sponsor.
ARTICLE XIII
REQUIREMENTS OF LAW
13.1 Requirements of Law. The issuance of Stock and the payment of cash pursuant to the
Plan shall be subject to all applicable laws, rules and regulations.
13.2 Federal Securities Law Requirements. If a Participant is an officer or director of the
Plan Sponsor within the meaning of Section 16, Awards granted hereunder shall be subject to all
conditions required under Rule 16b-3, or any successor rule promulgated under the 1934 Act, to
qualify the A ward for any exception from the provisions of Section 16(b) of the 1934 Act available
under that Rule.
1089
13.3 Governing Law. The Plan and all certificates and agreements hereunder shall be
construed in accordance with and governed by the laws of the State of Colorado.
ARTICLE XIV
PLAN AMENDMENT, MODIFICATION AND TERMINATION
The Board may at any time terminate,and from time to time may amend or modify the Plan;
however, any amendment or modification for which shareholder approval is required to enable the
Plan to satisfy any applicable statutory or regulatory requirements, or if the Plan Sponsor, on the
advice of counsel, determines that shareholder approval is otherwise necessary or desirable, shall be
subject to the approval of the shareholders.
No amendment, modification or termination of the Plan shall in any manner adversely affect
any Award previously granted under the Plan, without the consent of the Participant holding such
Award.
No Award shall be granted after the 10
th
year anniversary of the Effective Date.
ARTICLE XV
MISCELLANEOUS
15.1 Gender and Number. Except when otherwise indicated by the context, the masculine
gender shall also include the feminine gender, and the definition of any term herein in the singular
shall also include the plural.
15.2 No Right to Continued Employment. Nothing contained in the Plan or in any Award
granted under the Plan shall confer upon any Participant any right with respect to the continuation of .
his employment by, or consulting relationship with, the Company, or interfere in any way with the
right of the Company, subject to the terms of any separate employment agreement or other contract
to the contrary, at anytime to terminate such services or to increase or decrease the compensation of
the Participant from the rate in existence at the time of the grant of an Award. Nothing in this Plan
shall limit or impair the Company's right to terminate the employment of any employee, to terminate
the consulting services of any consultant, or to terminate the services of any director. Whether an
authorized leave of absence, or absence in military or government service, shall constitute a
termination of service shall be determined by the Committee at the time.
15.3 Nontransferabilify. Except as provided otherwise at the time of grant or as otherwise
provided in the Plan, no right or. interest of any Participant in an Award granted pursuant to the Plan
shall be assignable or transferable during the lifetime of the Participant, either voluntarily or
involuntarily, or subjected to any lien, directly or indirectly, by operation of law, or otherwise,
including execution, levy, garnishment, attachment, pledge or bankruptcy. In the event of a
Participant's death, a Participant's rights and interests in Awards shall, to the extent provided in the
Plan, be transferable by will or the laws of descent and distribution, and paYment of any amounts due
under the Plan shall be made to, and exercise of any Awards may be made by, the Participant's legal
1012812010 24
1090
representatives, heirs or legatees. Notwithstanding the foregoing, the Option Holder may nottransfer
an Incentive Option during the Option Holder's lifetime. If in the opinion of the Committee a person
entitled to payments or to exercise rights with respect to the Plan: is disabled from' caring for his
affairs because of mental condition, physical condition or age, payment due such person may be
made to, and such rights shall be exercised by, such person's guardian, conservator or other legal
. personal representative upon furnishing the Committee with evidence satisfactory to the Committee
of such s t a t u s ~
15.4 No Plan Funding. Obligations to Participants under the Plan will not be funded,
trusteed, insured or secured in any manner. The Participants under the Plan shall have no security
interest in any assets of the Company, and shall be only general creditors ofthe Company.
15.5 Other Empioyee Benefits. The amount of any compensation deemed to be received by
a Participant as a result of Awards under the Plan shall not constitute "earnings" or "compensation"
with respect to which any other employee benefits of such employee are determined, including
without limitation benefits under any pension, profit sharing, 401 (k), life insurance or salary
continuation plan.
IN WITNESS WHEREOF, the Plan Sponsor has caused this Plan to be duly executed,
effective as of the Effective Date.
United Western Bancorjl, Inc. 2010 Equity Incentive Plan
1091
Plan Sponsor
By:, ________________________ __
Title: ______________ _
Date:. __________ ~ ____________ ___
10/2812010 25
TabC
Exhibit 32
1092
FDII
Federal Deposit Insurance Corporation
550 17th Street NW, Washington, D.C. 20429-9990
Mr. Andrew L. Sandler
Buckley Sandler LLP
1250 24th Street, Suite 700
Washington, D.C. 20037
Division of Supervision and Protection.
November 4, 2010
Re: United Western Bancorp and United Western Bank, Denver, Colorado
Potential Stock Subscription Offering
Dear Mr. Sandler:
Thank you for your October 29,2010, letter to Director Thompson on behalf of United Western
Bancorp, Inc and United Western Bank requesting a meeting to discuss the company's potential $200
million stock subSCription offering.
. In response to your request to discuss the details of this offering, a representative from my
office will be contacting you shortly to confirm a meeting date once suitable scheduling arrangements
have been made with the Office of Thrift Supervision. Should you have any questions in the interim,
please feel free to contact me at (202) 898-8996.
Sincerely,
renaL Owens
Associate Director
cc: Ms. Sandra L. Thompson, Director, Division of Supervision and Consumer Protection
Mr. John E. Bowman, Acting Director, Office of Thrift Supervision
Board of Directors, United Western Bank and United Western Bancorp
Mr. Lawrence D. Kaplan, Esq., Paul Hastings Janofsky & Walker LLP
Mr. Phillip A. Gerbick, Regional Director, office of Thrift Supervision
Ms. Kristie K. Elmquist, Dallas Acting Regional Director, FDIC
1093
TabC
Exhibit 33
1094
Department of the Treasury Western Region
Pacific Plaza, 2001 Jpnipcro Serra Boulevard, Suite 650, Daly City, CA 94014-3897 Daly City Area Office
P.O. Box 7165, San Francisco, CA 9412()"7165 Telephone: (650) 7467000 Fax: (650) 746-7001
November 4,2010
Michael J. Blayney, Esq.
Hunton & Williams LLP
Fountain Place
1445 Ross Avenue, Suite 3700
Dallas, TX 75202-2799
Dear Mr. Blayney:
OTS No. 06679
NATS No. R4-2010-0228
This will confmn our conversation today concerning the Application you filed on behalf of
United Western Bank, Denver, Colorado, in our Office on August 10, 2010, as supplemented
October 12,2010, requesting permission to: (I) acquire Legent Clearing, LLC; and (2) conduct
new activities through an operating subsidiary. As we discussed, the OTS has determined that
the .Application raises significant issues of policy. Pursuant to 12 C.F.R S16.270(c){2) and
1 ~ C.F.R. 516.40(b), application and notice filings that raise significant issues oflaw or policy
will be concurrently processed by our Washington D.C. office on a non-delegated basis ..
Accordingly, please submit for Washington staff review three complete copies of the subject
Application, including all materials submitted and received to date, to the following:
Applications Filing Room
1700 G Street, N.W .
. Washington, D.C. 20552
If you have any further questions, please contact me at 650-746-7029.
f;lY,
Bowman W. Lee 'I.
Applications Analyst
cc: FDIC-Dallas
Jearlene Miller
1095
Michael J. Blayney, Esq . .,... United Western Bank.
November 4,2010
Page 2
bce: D. W. Dwyer
K. Corcoran
P. A. Gerbick
G.A. Scott
N.J. Dyer
K. So Swanson
S. J. Harris
J.A.Hendriksen
C.T.Coon
1096
TabC
Exhibit 34
1097
FDII
Dallas Regional Office
1601 Bryan Street, Dallas, Texas 75201
(214) 754-0098 FAX (972) 761-2082
Mr. James R. Peoples
Chairman of the Board
CEO and President
United Western Bank
700 17
th
Street, Suite 100
Denver, CO 80202
Division of Supervision and Consumer Protection
Memphis Area Office
5100 Poplar Avenue, Suite 1900, Memphis, Tennessee 38137
(901) 685-1603 FAX (901) 821-5308
November 5,2010
Re: Brokered Deposits Determination
Dear Mr. Peoples:
Thank you for your letter of September 15,2010, which responded to our letter of August
26,2010. As you may recall, the FDIC notified the Bank via letter of May 24, 2010, that the
Bank's deposits from seven institutional relationships were brokered deposits ("Brokered
Deposits Determination"). I The Bank replied to this determination by submitting a brokered
deposit waiver request ("Waiver Application") via letter of June 10,2010. The FDIC then
informed the Bank via letter of July 8, 2010, that the Waiver Application was incomplete and
requested additional information regarding the seven institutional depositors in question. In
particular, the FDIC sought clarification on the composition of the subaccounting fees the Bank
is paying to the seven institutional depositors. The Bank responded via its letter of July 30,
2010. In response thereto, the FDIC, in our letter of August 26, 2010, sought additional
information regarding the Bank's arguments disagreeing with the Brokered Deposits
Determination.
Please be advised that we have reviewed your letter of September 15,2010, and the
supporting documentation provided, as well as your prior submissions, and are of the opinion
that the Bank has not provided sufficient documentation to prove that any of the seven
institutional depositors in question are not deposit brokers. Our analysis on this issue is set forth
below. The second issue raised by your Waiver Application was the extent to which the
subaccounting fees paid by the Bank to the institutional depositors constituted interest. The
information provided by the Bank thus far has not enabled the FDIC to determine whether any of
the subaccounting fees constitute costs the Bank would have otherwise incurred in servicing the
deposits. Although we will continue to work with you to reach a conclusion on the
subaccounting fees issue, for purposes of your appeal rights under the FDIC's Guidelines for
Appeals of Material Supervisory Determinations, this letter constitutes FDIC's final decision on
the Brokered Deposits Determination.
I The institutional depositors were Equity Trust Cornpany; Matrix Settlement and Clearance Services, LLC; Lincoln
Trust Company; Legent Clearing LLC; Constellation Trust Company; Trust Management, Inc.; and United Western
Trust Company.
1098
ANALYSIS
Under the Federal Deposit Insurance Act ("FDI Act") and the FDIC's regulations, an
insured depository institution's ability to accept "brokered deposits" depends upon the condition
of the institution. If the institution is well capitalized, "brokered deposits" may be accepted
without restriction. If the institution is adequately capitalized, such deposits may be accepted
only ifthe institution has obtained a waiver from the FDIC. Finally, if the institution is
undercapitalized, "brokered deposits" may not be accepted under any circumstances. See 12
U.S.C. 1831f; 12 C.F.R. 337.6.
The operation of these rules depends upon the meaning of the term "brokered deposit."
This term is defined as "any deposit that is obtained, directly or indirectly, from or through the
mediation or assistance ofa deposit broker." 12 C.F.R. 337.6(a)(2). Thus, the meaning ofthe
term "brokered deposit" depends upon the definition of "deposit broker."
The term "deposit broker" is defined as "any person engaged in the business of placing
deposits, or facilitating the placement of deposits, of third parties with insured depository
institutions .... " 12 U.S.C. 1831f(g)(I)(A); 12 C.F.R. 337.6(a)(5)(i)(A). This definition is
subject to several exceptions, including an exception for "an agent or nominee whose primary
purpose is not the placement of funds with depository institutions." 12 U.S.C. 1831f(g)(2)(I);
12 C.F.R. 337.6(a)(S)(ii)(I). This exception is known as the "primary purpose" exception.
The "primary purpose" exception has been the subject of a number of FDIC staff
advisory opinions. See, e.g., Advisory Opinion No. 90-21 (May 29, 1990); Advisory Opinion
No. 94-13 (March 11, 1994); Advisory Opinion No. 94-39 (August 17, 1994). In these opinions,
the FDIC has taken the position that "primary purpose" means "primary intent." In other words,
the "primary purpose" exception applies to an agent who places funds into a depository
institution for a substantial purpose other than to obtain deposit insurance coverage for a
customer or to provide the customer with a deposit-placement service. For example, in Advisory
Opinion No. 94-13 (March 11, 1994), a credit card bank assisted would-be cardholders in
placing security deposits at another bank. The FDIC staff determined that the "primary purpose"
exception was applicable because the primary purpose of the credit card bank was "to obtain a
perfected security interest in collateral, not to provide a deposit-placing service to its customers."
Another example is Advisory Opinion No. 94-39 (August 17, 1994). In that case, a
registered broker-dealer placed client funds into an account at a bank in order to satisfy a reserve
requirement enforced by the Securities and Exchange Commission. The "primary purpose"
exceptionwas applicable because the broker-dealer's primary purpose was to satisfy the SEC
rule and not to provide a deposit-placement service.
As one of its principal arguments, the Bank has argued that the seven institutional
depositors in question satisfy the "primary purpose" exception and should therefore not be
classified as "deposit brokers." In citing the "primary purpose" exception, the Bank has relied
upon the fact that the institutional depositors serve as custodians of retirement funds. Some or
2
1099
all of these funds represent customers' Individual Retirement Accounts ("IRAs") or 401(k)
accounts. Arguably, in placing the customers' retirement funds at the Bank, the institutional
depositors are not providing customers with a deposit-placement service. Rather, the
institutional depositors are "holding customers' retirement assets." The Bank has explained this
argument in greater detail as follows:
[T]here is a ,substantial purpose of the establishment of the various IRA and
401{k) accounts that comprise the deposits of each of the institutional depositors.
These accounts were established to hold customers' retirement assets, only a
small portion of which is typically held as uninvested cash. Deposits at the Bank
of the institutional depositors, therefore, are merely incidental to the purpose of
the retirement accounts, which were established to have a qualified custodian
hold assets that are segregated to comply with applicable tax law.
In other words, the Bank has attempted to draw a distinction between the following: (1)
providing customers with a deposit-placement service; and (2}"hold[ing] customers' retirement
assets." In fact, when a custodian holds retirement funds or assets in an insured deposit account,
no distinction exists between these two activities. In both cases, the establishment of the account
is not "incidental" to some other purpose. Rather, the establishment of the account is the
"primary purpose." This fact is reflected in the FDIC's insurance regulations, which recognize
retirement accounts (including IRAs) as a standard type of deposit account. See 12 C.F.R.
3 30. I 4(b )(2).
Also, the Bank has not substantiated the claim that "only a small portion of [the
customers' retirement assets] is typically held as uninvested cash." On the contrary, the Bank
has disputed the applicability of FDIC Advisory Opinion No. 05-02 (February 3, 2005). In that
advisory opinion, the FDIC addressed the issue of whether deposits in an investment company's
"sweep" program (in which the company "swept" or transferred idle customer funds into deposit
accounts at affiliated insured depository institutions) should be classified as "brokered deposits."
The FDIC concluded that such deposits should not be classified as "brokered" if certain
requirements are satisfied. One of the requirements is that the amount of the deposits should not
exceed 1 0% of the total amount of assets handled by the investment company on behalf of the
customers who participate in the "sweep" program. The FDIC reasoned that such a low
percentage (10%) would support the investment company's argument that the "primary purpose"
of the sweep was not simply to place funds into insured deposit accounts, but to facilitate the
customers' purchase of securities.
In this case, no evidence has been presented that the "small portion" offunds placed into
deposit accounts represents 10% or less of the customers' assets. Further, except in the
appendices attached to the letter of September 15, 2010, no argument has been presented that the
placement of customer funds into deposit accounts is incidental to the purchase by the customers
of securities or other assets. Indeed, the admitted purpose of placing the funds in the Bank is to
hold the retirement funds on behalf of the customers.
In short, the purpose of establishing insured retirement accounts (including lRAs) is to
establish insured retirement accounts. That being the purpose of the seven institutional
3
1100
depositors in placing customers' funds at United Western Bank., the institutional depositors must
be classified as "deposit brokers."
Other Arguments
The Bank has presented a variety of additional arguments in support of the proposition
that the deposits are not "brokered deposits." These arguments are addressed below.
Fees. The Bank has argued that any fees paid by the Bank to the institutional depositors
"are for services rendered to the Bank. and not in any way for the purpose of compensating the
counterparty for the placement of deposits." In connection with the subject of fees, the Bank has
cited Advisory Opinion No. 05-02. In that opinion, as discussed above, the FDIC concluded that
an investment company should not be classified as a "deposit broker" if the company satisfied
certain conditions in "sweeping" customer funds into deposit accounts. In discussing certain fees
collected by the investment company from the affiliated insured depository institutions, the
FDIC stated that flat "per account" or "per customer" fees for administrative services - unrelated
to the amount of the "swept" funds - would not change the FDIC's conclusion that the
investment company satisfied the "primary purpose" exception.
In this case, the alleged absence of placement fees does not change the conclusion that
the institutional depositors are "deposit brokers." Even if the fees are "for services rendered"
and not "for the placement of deposits," the FDIC views the existence of fees as a mere factor in
determining whether a particular entity is a "deposit broker." The absence of a placement fee is
not determinative. See, e.g., Advisory Opinion No. 92-66 (October 11, 1992) ("[T]he absence of
a fee paid by a depository institution in consideration for the placement of deposits is not
dispositive of the question of status as a deposit broker"). In some cases, a deposit broker
receives compensation from its customers and not from any insured depository institution. See,
e.g., Advisory Opinion No. 92-71 (October 26, 1992).
Here, the institutional depositors are "deposit brokers" because they place the deposits of
third parties (their customers) at an insured depository institution (United Western Bank). This
result is not changed by the alleged absence of placement fees.
Types of deposits. The Bank has noted that the seven institutional depositors "do not
place their clients' funds in CDs or other long-term instruments of the Bank. that payhigher-than-
average yields; rather, the deposits are placed in liquid deposit products for which the Bank pays
interest rates below the FDIC's weekly national rate caps." Citing Advisory Opinion No. 92-87
(December 9, 1992), the Bank. has argued that the placement of funds into these types of deposit
accounts supports a conclusion that the deposits are not "brokered."
Though the deposit accounts at issue in Advisory Opinion No. 92-87 were certificate of
deposit ("CD") accounts, the FDIC in this advisory opinion did not state that only CD accounts
can be classified as "brokered deposits." On the contrary, the FDIC has recognized that other
types of deposit accounts can be "brokered deposits." See, e.g., Advisory Opinion No. 05-02
(February 3, 2005) (though the accounts at issue were money market deposit accounts or
transaction accounts, and not CDs, the FDIC determined that the deposits would be "brokered
4
1101
deposits" if the third-party investment company did not satisfy the 10% rule and certain other
requirements). In this case. though placing funds into accounts described as "liquid deposit
products," the seven institutional depositors are not making these deposit placements for any
purpose except to "hold customers' retirement assets." Under these circumstances, the
institutional must be classified as "deposit brokers."
Awareness of status. In Advisory Opinion No. 93-46 (July 21, 1993), the FDIC made the
following statement: "[nhe key here is whether the depository institution knows or has reason
to know that the funds are being placed by a broker." On the basis of this statement, the Bank
has argued as follows: "With respect to the subject institutional deposits, the Bank has no such
knowledge; moreover, based upon discussions with certain of the institutional depositors. none
of these institutional depositors believe they are a deposit broker as each believes they fully
satisfy both the statutory and regulatory exceptions to the tenn."
The Bankhas misconstrued Advisory Opinion No. 93-46. Through that advisory
opinion, the FDIC advised an insured savings association that certain persons and entities would.
qualify as "deposit brokers." Significantly, the FDIC did not instruct the savings association to
ask these persons and entities about their status. An ill-infonned or incorrect belief about an
entity's status is irrelevant in determining whether that entity is a "deposit broker." Nothing in
Advisory Opinion No. 93-46 suggests otherwise.
Plan AdministratorlPlan Trustee Exceptions. The Bank has also argued that the seven
institutional depositors in question fall under the exception for "a person acting as a plan
administrator or an investment adviser in connection with a pension plan or other employee
benefit plan providedthatthat person is performing managerial functions with respect to the
plan" ["plan administrator exception"] 12 U.S.C. 1831f(g)(2)(E) and 12 C.P.R.
337.6(a)(5)(ii)(E). In addition, the Bank. has argued that the seven institutional depositors fall
under the exceptions applicable to (1) the ''trustee of a pension or other employee benefit plan,
with respect to funds of the plan"; and (2) the "trustee or custodian of a pension or profit-sharing
plan qualified under section 401 (d) or 403(a)" of the Internal Revenue Code ["plan trustee
exceptions"]. 12 U.S.C. 1831f(g)(2)(D); 12 U.S.C. 1831f(g)(2)(H); 12 C.F.R.
337.6(a)(5)(ii)(D); and 12 C.F.R. 337.6(a)(5)(ii)(H).
In our letter of August 26, 2010, we afforded the Bank the opportunity to provide the
FDIC with documentation supporting how the institutional depositors met the plan administrator
exception and the plan trustee exceptions. The Bank did not provide the FDIC with this
documentation. Accordingly, neither the plan administrator exception nor the plan trustee
exceptions apply to the seven institutional depositors.
Information about the Seven Institutional Depositors
The Bank has provided information about each of the seven institutional depositors. As
discussed below, none of this information changes the conclusion that the institutional depositors
are "deposit brokers." .
5
1102.
Eguity Trust Company. This company serves as "an agent to individuals regarding self-
directed [IRAs] and 401(k) plans." The alleged "primary purpose" of this company, in placing
customers' funds at United Western Bank, is "to facilitate the daily transfers of cash necessary
for [the company's] customers to make investments iri securities, mutual funds or non-traditional
investments as allowed under the Internal Revenue Code." Notwithstanding this alleged
"primary purpose," Equity Trust Company has declined to invoke the 10% rule (previously
discussed) set forth in Advisory Opinion No. 05-02. In the absence of supporting proof, the
FDIC cannot conclude that the "primary purpose" of the company is to facilitate the customers'
purchases of securities and not the customers' holding of funds in insured deposit accounts.
Matrix Settlement and Clearance Services. LLC. This company provides "back-office,
mutual fund processing and settlement services as agent, trustee and custodian, for financial
institutions, including banks, trust companies,registered investment advisors and record-
keepers/third-party administrators .... " The alleged "primary purpose" of this company, in
placing customers' funds at United Western Bank, is to facilitate "the clearing of purchase and
redemption trades of various mutual fund shares .... " This purpose has been explained in greater
detail as follows: "Every trading day, after settlement with the [National Securities Clearing
Corporation], some cash is incidentally idled over night as it transits the [company's] network.
These and other trust funds managed by [the company] are placed in an omnibus deposit account
for the benefit of the underlying retirement account and trust account beneficiaries as an
accommodation to those beneficiaries, an activity completely incidental to [the company's]
trading operations." Notwithstanding this alleged "primary purpose," Matrix Settlement and
Clearance Services, LLC has provided no evidence that the amount or duration of the customers'
funds in the "omnibus account" is insignificant in comparison to the customers' funds in mutual
fund shares (or that the funds in the "omnibus account" serve the purpose of facilitating the
customers' purchases of mutual fund shares). In the absence of such evidence, the FDIC must
classify this company as a "deposit broker."
Lincoln Trust Company. This company is similar to Equity Trust Company (discussed
above) in providing trust and custodial services for customers with self-directed IRAs and 401(k)
plans. This company also is similar to Equity Trust Company in declining to invoke the 10%
rule set forth in Advisory Opinion No. 05-02 and in failing to submit any proof that the funds at
. United Western Bank merely serve the purpose of facilitating the customers' purchases of
securities. Under these circumstances, the FDIC must conclude that Lincoln Trust Company is a
"deposit broker."
Legent Clearing LLC. This company is similar to Matrix Settlement and Clearance
Services (discussed above) in providing settlement and clearing services. The company has
provided no support for its position that its "primary purpose in depositing funds at the Bank is
for the purpose of facilitating the customers' purchase and sale of securities." Accordingly,
Legent Clearing LLC must be classified as a "deposit broker."
Constellation Trust Company. This company is similar to Equity Trust Company and
Lincoln Trust Company (discussed above). Its alleged "primary purpose" is similar.
Notwithstanding the alleged "primary purpose," the company must be classified as a "deposit
6
1103
broker" because no proof has been submitted that the deposit accounts are merely incidental to
the purchase of securities or other investments.
Trust Management. Inc. The analysis for this company is the same as the analysis for the
other trust companies discussed above. For the same reasons, the company must be classified as
a "deposit broker."
United Western Trust Company. This company provides "a wide vanety of services to
individuals, businesses, attorneys, retirement plan clients, and financial representatives relating
to: (i) retirement plans; (ii) life settlements; (iii) [United Western Trust Company] serving as a
custodian/trustee, paying agent or escrow agent." The alleged "primary purpose" of this
company, in placing funds at United Western Bank, "is to maintain the cash related to the
services [the company] provides to its clients until such proceeds are disbursed in accordance
with either direction from its clients or in accordance with escrow instructions provided to [the
company]." This purpose does not differ from the purpose of placing clients' funds into insured
deposit accounts. Indeed, the Bank has described the advantages of placing these funds into
deposit accounts at United Western Bank as follows: "Having the Bank as a depository ensures
that ... [the company's] clients' escrowed funds remain safe and liquid .... " To provide clients
with a "safe and liquid" place for the holding of funds is to provide clients with a deposit-
placement service. Accordingly, United Western Trust Company must be classified as a
"deposit ,broker."
If you have any questions regarding this letter, please contact Acting Deputy
Regional Director Joseph A. Meade at (972) 972-2068 or Case Manager BarryC. Aldridge at
(972) 761-2065. Correspondence may be addressed to Kristie K. Elmquist, Acting Regional
Director, Dallas Regional Office, 1601 Bryan Street, Dallas, Texas 75201.
f
7
1104

Kristie K. Elmquist
Acting Director
(
TabC
Exhibit 35
1105
Paul Hastings
Atlanta
Beijing
Brussels
Chicago
Frankfurt
Hong Kong
London
Los Angeles
Milan
New York
Orange County
Palo Allo
Paris
San Diego
San Francisco
Shanghai
ToKyo
Washington, DC
(202) 551-1829
lawrencekaplan@pauIhastings.com
YIA COURIER AND EMAIL
Mr. John E. Bowman
Acting Director
1700 G Street NW
Washington, DC 20552
Paul, Hastings, Janofsky & Walker u.p
815151h Street. N.W.
Washington. DC 20005
telephone 202-551-1700 facsimile 202-551-1705 www.paulhastlngs.com
Ms. Sandra L. Thompson
Director
Division of Supervision and
Consumer Protection
550 17th StreetNW
Re: United Western Bank. Denver. Colomdo
Mr. Bowman and Ms. Thompson:
On behalf of United Western Bank ("UWB"), we reiterate the request for a meeting
among representative-s of the Office of Thrift Supervision ("OTS") and the Federal
Deposit Insurance Corporation ("FDIC") concerning various matters necessary for
UWB's parent, United Western Bancorp, Inc. ("UWBK") to consummate the $200
million capital raise that was announced on Friday, October 29, 2010 (the
"Recapitalization Transaction"). Based on conversations with Ms. Serena Owens of
the FDIC and Ms. Susan L. Chomicz of the OTS with Mr. Andrew L. Sander of
BuckleySandler, LLP, as well as my conversations with Mr. Philip A. Gerbick of the
OTS, we understand that as requested in Mr. Sandler's letter to you dated October 29,
2010, such a meeting is being organized for next week. The urgency for a meeting
cannot be overemphasized because ofthe actions being taken by both agencies that
have the effect of thwarting the Recapitalization Transaction ..
This letter and attachment discuss the steps that must be taken, including the approval
ofUWB's application to acquire Legent Clearing, LLC in order to consummate the
private-sector resolution of the issues facing UWB and avoid severe, and wholly
unnecessary, consequences to the Bank, the public, and the Deposit Insurance Fund
("DIF").
UWB's and UWBK's boards of directors and management have worked vigorously to'
structure the Recapitalization Transaction, overcoming various challenges to date.
However, because t h ~ Recapitalization Transaction is conditioned upon the
consummation of the Legent Transaction, and the Legent Transaction requires
1106
Page 2
resolution of the brokered deposit issue, and resolution of the brokered deposit issue
requires the Recapiialization Transaction, UWB is caught in the regulatory quicksand,
with neither agency apparently willing to act until the other definitively acts on each
individual piece of the puzzle. This labyrinth thatUWB faces cannot be effectively
addressed piece-by-piece, but requires a holistic approach to all of the issues facing
UWB. In. sum, approval of the Legent Transaction, will lead to consummation of the
Recapitalization Transaction, and the Recapita1ization Transaction will lead to the
resolution ofthe brokered deposit issue.
The Recapitalization Transaction will address all the of your agencies and
. any risks to the DIF. Agency officials' fiduciary duties to the DIF certainly require
that their exercise of regulatory discretion be done prudently and in the best
interests of the DIF. In this regard, we note that FDIC has a legal obligation to
facilitate a least-cost resolution of problem banks. There is no question that the least-
cost resolution here would be the consummation of the Recapitalization Transaction.
As eath agency was advised on October 29,2010, UWBK, UWB, and their management
and board of directors have done everything possible to accomplish the
Transaction. Accordingly, we reiterate our request that representatives of the Bank, OTS
and FDIC meet to address the remaining regulatotyobstades, to facilitate the
Recapitalization Transaction, and avoid what would be a significant loss to the DIP.

hce D. Kaplan
Enclosure
cc: Thomas A. Barnes
Deborah Dakin, Esq.
Susan L. Chomicz Esq.
Phillip A. Oerbick
Nicholas Dyer
Kevin A. Corcoran, Esq.
Brian Steffey, Esq .
. Richard Ostetman, Esq.
Serena Owens
AndrewL. Sandler, Esq.
1107
TabC
Exhibit 35 A
1108
..
1.
ConjidenuaiTreahnentRequested
1
United Western Bank- Regulatory Roadmap to Completion
INTRODUCTION
(a) On October 28,2010, United Western Bancorp, Inc. ("UWBK") entered into an
investment agreement with three anchor investors and agreed to engage in a private placement of
additional equity securities with various other non-controlling investors (the "Recapitalization
Transaction"). The anchor investors have agreed to invest $103 million pursuant to the investment
agreement with other investors expected to invest from $97 million to $102 million. The $200
million to $205 million in gross proceeds anticipated from the Recapitalization Transaction will
recapitalize UWBK's subsidiary United Western Bank, Denver, Coloradoe'UWW' or the "Bank,,).2
The Recapitalization Transaction is conditioned on several factors including the acquisition of .
Legent Clearing LLC ("Legent Clearing") by UWB, which leads to the following construct:
(i)
(ii)
(iii)
The Recapitalization Transaction as ontlined in Section 2 below, is
upon the consummation ofUWB's acqnisition of Legent Clearing (the "Legent
Transaction"), which is outlined in Section 3 below; .
the Legent Transaction requires the resolution of the Brokered Deposit Issue
which is outlined in Section 4 below; and '
the Brokered Deposit Issue requires the Recapitalization Transaction, as
outlined in Section 2 below.
.
Each step is predicated upon consummation of the others, and the failure to consummate any step
will adversely impact the Recapitalization Transaction. .
Each step also requires the cooperation or involvement of the Office of Thrift Supervision (the
"OTS") andlor the Federal Deposit Insurance Corporation (the "FDIC"). This roadmap is intended
to demonstrate to the OTS and FDIC that a private sector resolution of the various challenges facing
UWB is achievable. The roadmap outlines the key steps necessary to consummate the .
. Recapitalization Transaction by December 31,2010.
1 This document contains confidential information concerning United Western Bancorp. Inc. and United Western Bank
and is not in the public domain. This infonnation is being provided to the Office of Thrift Supervision and Federal
Deposit Insurance Corporation, the agencies responsible for the regulation and superVision of the United Western
Bancorp and United Western Bank as materials related to the examination and operations of United Western Bancorp
and United Western. Any public disclosure of confidential information could result if) substantial harm to United
Western Bancorp and United Western. Accordingly. confidential treatment of this document is requested pursuant to 5
U.S.C. 552(b)(4) and (8).
2 On Oct. 29, 2010, UWBK issued a press release and filed with the Securities and Exchange Commission a Current
Report on Form 8-K publicly announcing the Recapitalization Transaction. These materials were provided to the OTS
and FDIC as an attachment to the October 29, 2010 letter from Andrew L. Sandler to John E. Bowman and Sandra L.
Thompson and are available at http://www.sec.goV/Archives!edgarJdatal944725/000094472510000022/fonnSk.htm.
1109
2. RECAPITALIZATION TRANSACTION
(a) Capitalization ofUWB
(i)
. (ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
As of December 10, 2009, UWB was subject to a memorandum of
understanding to "meet and maintain" a Tier 1 (Core) Capital ratio of 8%;
and a Total Risk..:Based Capital ratio equal to or greater than 12%;
On March 4,2010, OTS issued "troubled condition letters" to each ofUWBK
andUWB;
As of March 31, 2010, UWB was deemed to be "adequately capitalized;"
The JUne 25) 2010 cease and desist order to UWB (the "UWB Order")
requires among other things that UWB "meet and maintain" a Tier 1 (Core)
Capital ratio of 8%; and a Total Risk-Based Capital ratio equal to or greater
than 12% no later than June 30, 2010;
As of September 30, 2010, UWB reported aTier 1 (Core) Capital ratio of
6.9%; and a Total Risk-Based Capital ratio of 8.1 %, subject to adjustment
due to a pending issue with OTS concerning UWB's methodology for
determining other-than-temporary impairments A portion of the
proceeds of the Recapitalization Transaction will be used to remove assets
from UWB' s balance sheet that are causing the recurring OTTI issue;
The impact of :the current capitalization ofUWB, as well as the "meet and
maintain" provisie)U in the UWB Order, is to restrict its ability to accept,
renew, or ro11 over deposits deemed to be brokered, absent a waiver from the
FDIC. See discussion below in Section 4;
As of September 30,2010, UWB had approximately $1,220,872,000
in deposits that the FDIC lias determined to be brokered deposits,
representing approximately 75.5% of total deposits at UWB.
UWB could face a significant liquidity event if the OTS takes action to
enforce the FDIC's brokered deposit determination. UWB could also face a
significant liquidity event if the FDIC fails to provide UWB with an
appropriate waiver to accept, renew, or roll over such deposits. In the event
UWB becomes undercapitalized, the FDIC cannot grant such waiver;
however
Upon consummation of the Recapitalization Transaction, as outlined below
in Section 4, the Brokered Deposit Issue would be mooted since, as a "well
capitalized" bank, UWB would be able to hold brokered deposits under
Section 29 of the FDIA and applicable FDIC regulations.
CONFIDENTIAL TREATMENT REQUESTED
1110
2
(b)
On October 28, 2010, three anchor investors and UWBK executed an investment
agreement involving at least $200 million in proceeds in a transaction that is
scheduled to close by December 31, 2010. . .
(i)
(ii)
Proceeds will be used to recapitalize UWB to levels exceeding the
requirements in the "meet and maintain" provision as required by Section 3
to the UWB Order. Specifically, the Recapitalization Transaction will result
in UWB maintaining Tier 1 (Core) Capital ratio of approximately 9.5%; and
. a Total Risk-Based Capital ratio of approximately 18 .. 0% on aforecasted
basis as of December 31, 2010;
Proceeds will also reduce the risk profile of the Bank by removing certain
private label mortgage backed securities characterized as "direct credit
substitutes" from its balance sheet.
(1) . The Recapitalization Transaction will, therefore, permit UWB to
absorb future losses while maintaining its well capitalized status;
(2) Moreover, the de-risking transaction will materially reduce the risk of
OTTI charges in the Bank's operations prospectively.
(c) The three anchor investors in the Recapitalization Transaction are:
(i) Lovell Minnick Partners, LLC("Lovell Minnick"):
(1) proposed ownership of approximately 23.1% ofUWBKon apro.
, ). forma basis assumingzth:e complete exercise of all warrants purchasecl
by this investor;
(2) 117.5 million shares for $47 million accompaDied by warrants to
acquire a further 11.75 million shares; and
(3) rebuttal of control to be filed with OTS ..
(ii) Oak Hill Capita/Management, LLC ("Oak Hill Capital"):
(1) proposed ownership of approximately 23.1 % of UWBK on a pro
fonna basis assuming the complete exercise of all warrants purchased
by this investor;
(2) i 17.5 million shares for $47 million and warrants to acquire a further
11.75 million shares; and
(3) rebuttal of control to be filed with OTS.
1111
3
(ii)
(iii)
(iv)
By letter dated October 26, 2010, placed in regular mail and received by
UWB on November 2, 2010, the FDIC notified UWB that: ..
(1)
(2)
"The application is not accepted due to the bank's outstanding
Brokered Deposit Waiver (BDW) application and its applicability to
the proposed acquisition of Legent Clearing LLC. ... Once afinal
determination has been made regarding the banks outstanding BDW
application your application to acquire Legent Clearing LLC will be
acted upon;" and
We note that in conversations with FDIC staff on October 29, 2010
and in the several days following such date, FDIC staff did not advise
UWB of its October 26,2010 letter even though UWB advised FDIC
staff of the Recapitalization Transaction and the condition precedent
that the Legent Transaction be approved as part of it.
Accordingly, OTS will process the Legent Transaction application upon
receipt by UWB of a final opinion or ruling fTom the FDIC as to whether the
deposits that will be placed through or made available from Legent Clearing
would be considered brokered deposits; and FDIC will process the. Legent
Transaction application only upon a final determination ofUWB's brokered
deposit waiver application;
Both OTS and FDIC are delaying processing of the Legent Transaction
because of the misconception that deposits placed at UWB by an operating
subsidiary are brokered deposits, notwithstancling the fact that Legent
Clearing would treated 15y the OTS as an operating dep6rtment or division of
UWB;
(1) As UWB noted in its supplement to its brokered deposit waiver filed
with the FDIC on July 30, 2010, UWB does not believe such deposits
are brokered deposits. In general, deposits to be generated through
Legent Clearing will be generated through a division ofUWB and
will not be priced more than 75 basis points above the prevailing
national rate.
(2) Nonetheless, upon consummation of the Recapitalization Transaction,
the Brokered Deposit Issue will be resolved, as discussed below in
Section 4. '.
1114
6
4. BROKERED DEPOSIT ISSUE
(a)
(b)
(c)
(d)
(e)
Because UWB is adequately capitalized under the prompt corrective action
provisions of the FDIA and rules and regulations of the OTS. pursuant to Section 29
of the FDIA and Section 337.6 of the rules and regulations of the FDIC, absent the
receipt of a waiver issued at the sole discretion of the FDIC, UWB currently cannot
accept, renew or roll over any brokered deposits. .
By letter dated May 24, 2010 (but received by the Bank on June 2, 2010) (the "May
24 Letter"), the FDIC issued a determination that certain institutional deposits held at
UWB were brokered deposits.
(i) The May 24 Letter dealt with approximately $1,189,265,498 in deposits at
UWB, representing approximately 64% ofUWB's total deposits.
On Noyember 5,2010, the FDIC issued a final decision on the brokered deposit
issue raised in the May 24 Letter ("Final Decision"). .
As UWB has repeatedly stated to the FDIC and OTS, UWB strongly disagrees with
the substance of the May 24 Letter and, now the Final Decision, which
(i) is not supported by Section 29 of the FDIA or its legislative history;
(li) is not supported by Section 337.6 of the rules and regulations of the FDic;
and
(iii)
to be based primarily upon F.'I>.IC Advisory Opinions-specifically
FDIC Advisory Opinion 05-02- which, according to the FDIC, are fact
specific determinations not binding upon parties other than to whom they are
addressed.
4
UWB filed a brokered deposit waiver request with the FDIC on June 10,2010,
which remains outstanding.
(i) On July 8, 2010, tl).e FDIC requested certain additional information on the
waiver, which was provided to the FDIC on July 30,2010;
(ii) On September 22, 2010, the FDIC requested that certain additional
information be available to FDIC examiners during the current examination;
and
" ThePDlC's website provides that "[t]he letters express the views and opinions of individual FDIC staff laWyers and
are not binding on the FDIC, its Board or any board member; any representation to the contrary is
expressly disclaimed. The letters should only be considered advisory in nature, and the reader bears the responsibility
for relying on them." See http://www.fdic.gov/regulations/laws/rules/4000-300.html
1115
.,:."
7
(f)
(g)
(iii)
(iv)
The Final Decision letter advises UWB that the FDIC will continue to work
with the Bank to reach a conclusion on the issues raised in reviewing.the
waiver request.
Subsequent communications with FDIC officials confirmed the agency's
cooperation during the pendency of the Bank's appeal of the material
supervisory detennination, as discussed below.
Enforcement of the Final Decision without an appropriate waiver, would
have a material adverse impact on UWB's operations because as UWB
currently is adequately capitalized, without a waiver, UWB currently is
. precluded from accepting, renewing, or rolling over deposits deemed to be
brokered.
FDIC pennits insured institutions to appeal any material supervisory
determinations within 60 days of receipt of such determination.
(i)
(ii)
The FDIC granted two extensioris to appeal the determination set forth in the
May 24 Letter, extending the time to appeal through December 2, 2010.
The November 5, 2010 letter now states that it constitutes the FDIC's final
decision for purposes ofUWB's appeal rights.
Implementation of Recapitalization Transaction will, however, resolve the Brokered
Deposit Issue: .
'"
. "; (i)
The RecapitalizationfTransaction will result in UWB well exceeding the
capital ratios required to be considered as well as eliminate
all material risk of future loss in the Bank's operations from Private Label
MBS;
(li)
(iii)
(iv)
A condition of the Recapitalization Transaction also is that the OTS must
modify the UWB Order to remove the "meet and maintain" requirement and
advise UWB that it is well capitalized;
. At such point UWB will no longer be subject to restrictions on its ability to
accept, renew, or roll over brokered deposits;
Such result eliminates the need of UWB to appeal a material supervisory
detennmation through the SARC or in any other applicable forum, and the
requisite use of FDIC staff resources to defend an inherently indefensible
position.
1116
8
.p
5. IMPACT OF PERMITTING THE RECAPITALIZATION TRANSACTION
(a)
(b)
(c)
(d)
(e)
The Recapitalization Transaction can only occur if the Legent Transaction is
approved. The Legent Transaction can only be approved if the Brokered Deposit
Issue is resolved. The Brokered Deposit Issue is resolved if Recapitalization
Transaction occurs. ,However, the Recapitalization Transaction can only occur if the
Legent Transaction is approved.
The proposed private-sector resolution of the, challenges facing UWB is stuck '
quicksand, requiririg'OTS and FDiC officials to act 'f(.,;j::
definitively to end this circular quagmire.
The Recapitalization Transaction resolves each of the issues faced by UWB and
eliminates any ongoing risks to the Deposit Insurance Fund ("DI;F"). The
Recapitalization Transaction requires that OTS and FDIC evaluate whether
regulatory actions that could likely cause a liquidity event at UWB outweigh the
benefits of a private-sector resolution at no cost to the DIF.
Agency officials' fiduciary duties to the DIF require the careful and prudent exercise
of regulatory discretion in the best interests of the DIF.
(i) In this regard, we note that FDIC has a legal obligation to facilitate a least- "
cost resolution of problem banks; and
(ii) The Recapitalization Transaction is clearly the least cost resolution.
No regulatory sanction, restriction or approval will be lifted or become effective
unless and until UWB raises at least $200 million. ,
Unlike other recapitalization transactions where cease and desist orders imposed on
troubled banks are lifted in their entirety (e.g., Sterling Financial), UWB and UWBK
and the investors are seeking only modifications to the UWB and UWBK Orders.
1117
9
TabC
Exhibit 36
1118
BANCORP
. '. . JameaR..Peoples

t1IDted.WestemBank.
7:ifi:9561JS7i:

Noveniber.9, 2010
Re:. Issuance .()fOrder.to C_e and. Desist reg.rding;Uliiled WeStemBaneorp,lil:c.
..'
C1#bi.c.kamlDyer:
Atnendrne1lt
Oetobet2Q. 2010 United, Western: Equl-MOt HoldiriSS,ltiiS;(the'
au4lP1v1()1'p,tl . ." . . . . ... ", .. .
the things; tlutHl>
its. tights. and tmdettbe LOan D'Uii.lents (!iii deflnedm tho Fifth
:of"t}l'eFifth Pisc.1p$e<l:.Pef,ault!l:CI!s Fifth.
F . ,Agteement) pmvided the Company and thePledgar ali obtr n" set tittb ". th

(i) end' of \)Ji.sin$$ QutteilQ' a. ,pthw than. the.Fiftb
llf:the Loan:
be entmxiinto by the

WIth at leasttWoab.bQr' Q;tiQr bfQte OctQbe;w 2010 Witb such m..vsttnen:tagmment
providing ancli()t' qf'nQ'leS$ . $91 millioll an
'itt" +M.'t . .c.. ,m lrioIlAV capital intb.e.CofiiTuillv .
. . <I. ....... ..... . .. .' -;;,.... '.' .. .1' ..... ,. .
:mvesnn:e.n.t em Otob,er 2S. lOtO. "IttveStment

(
. '11' .. ;. "0 .. 1" Hill Artchot LoveU . .MiDiI.k:k. 1;1,,{"w p"' ........ : m' LP . d', .. T..... 11
00 ... '. . '.. an .. , ,l.NYe.
MinnickEquity Partners m"A together with
'the03.k Hill, MiChtJf (the'tLegentOt()UP")
'l,Uld Henry C" e'Dn:ques" with .tIieLe$ent:Oroup;fue :Menor
(
. c '.:_1;" m .. IIA .. ""' T ...... "stot th L' . ell Mtnnick A ... "'i;. T .. ;' '.j "'to;. .... .' ...
(lah of '. ...... j, .e. ov ... . ...... ..I:Ul\i#Qr a1l\.l; .,jle Du.qpcs A.:nohOi
.IF Ie . ......... .
7.1>' ' ..... . 8QlOZ
. ,'tel: .' .

MeSsrs. Gei'bn:kandDyer
OfficeofTbiiftS'upemsIon, W stern Region
Nowmber9, :2010.
Page2of3
luvest6r,.an ,. Anchor Pursuat)t tome In:vestffient
Agreement" the Company will seek to raise iUtheaggregate at least but not more than
the Lead Anhor Invstors Will each purchase of cptri1l1i:lh $;tOqk,
par value $0.0001 per share, of the Company (the"ComrnonStock"}fo! a total
inveStmentbf $94,000,000 {the ''Leaq Ai1chorInvestrnet)t"). 'fher.egen.t Group wUl purcpliSe 7,500,000
shares of Common Stock or$0.40 per share, fora total investment of$3,OOO,nOQ,andDuques will
purchase 15,000;000 shareS of Col11n:ton 8tocklor$0.4() per share, for it total itivestmen.t of $6,000,000,
Illadditioh, each Anchor Investof will each receive warrants. to purchaselO.O%ofthe number of shares
ofCotnn)()n stool\: th4t tb:eypurchased
SectiOti 5.A..oftheFifth .Forbeatance Agteemenfprovides thattheCoIilPfUiywilLpay jpMQrganIilonth1y
interest paytn,etltsJ<lf the months QfOctQbei. November and Decemberof201 0 and January of20n (the'
"Fifth. InterestPayments,t); provide(};hovvever,that the Flft11 Forbearf}.fl.ce mterestPayments
;t1'subject to the. Cotnpany'spciQrreceipt of the written tlon"objectlQll of the Office of Thrift
Supervisiotl (the
The C01:npanyherellY the written non.objectiqn the OTSf'orthe Company totlike interst
only payments for the months of Novemb.er and Decemb.et20l0and January2011. The OTS previously
provided its )Vtitten non-objection for tbe Company to rnakethe Qctober2(n 0 interest pa)'lrietlt to
JPMbrgan($et! letter from Regional Ditectol' Oel'bic'ktoGllyA. GibsonlChairman
of the Board,. whereby tbeRegional p'irector to the CompanYlliaklng intetest
payments under the Waiver atldAmendl1ient to Fourth Forbatance and Attiendment Agreement).
Below ate the monthly casnfli:)wforec!iSts for the CQmpany
dctober 2010 through:February:2011
Period.
Ob:ibet31, 2010
Novetnbef30,2010
December31,20l0
January 2011
Fehr\laty28, 2011
November 9,
2010 Update
$ :3,053;100
$ .2,942,182
$ 2,95j,057
$2,725,621
$ 2,391"Q24
Actual cash
Asdem:l;mstrated by t4e above MQllthly cash;flowforecast,theCOlnpany's cash flow reS01lrces.are
adequate to maketheseilltetestonly pa)'ments, . .
Section5 .. G. Qf the Fifth Forbearance Aweement provides tha.ttheCompanyWillcaU:se the proceeds of
any Stated Capital Raise Cas defined in thefifih Agrlementand whichittclu.des theprQceedS
by thecompletiot) of thecQtitemplated offe:ringplitSuant. to the. Investment Agreement ,described
above) to be used; to pay 'off th.e Liabilities (as defined in the Fifth
1120
and Dyer .
. westem1{esion
'Rovember9,'20iO
.Page530f3
QWeS :f(j, fAtui Mw.evd' ... that.the
.Liabilities,underthe:.Loan'Dowments sfui11'be.dee.tttedtQ'be;.fully if: (.A:)
CQtnp8nY atn<>unt:f(Qm equal
tollie; sum (which retn'esenis discount otI'tbe;
(ii,) the: ;Lo@
and expenses d
l1
e under .the Loan Documents collectively"
(B) fig :ViftlJ,
occurs pnmtoreceipl GftbeCtq)ital.:Proceeds Payment The payment by the Company' of the C'lpitai
$\tl)j.ot.

The Company hereby: requests your written the 'Coq>any maldngthe.CapitalProceeds:
to O.f:tb,e .Qffeth1.$ pu.tsulJtlt to the
.c.oi1ditions in the Investment A,greement .
We .. look forward to receiVing your non,;abject.ion uto the, interest paymentS' and. the.,Capt"tal. Proceeds;

S
m': .
.. .."""',",AJ,
R.PebpJe$

Uwte.d We$t .' .ank'
co; :OU},-.A.

1121
TabC
Exhibit 36 A
1122
. FIFTH FORBEARANCE AND AMENDMENT AGREEMENT
tmq eIl'eted
into October4Cf,201Obyand between BankJ N.A.. (''Lender'l), Uniteq Western
Bancorp. Inc. Equi .. Mor Holdfugs,Irtc. ( "Pledgor;).
. ". .-.
RE(;trALS
A. ...Borrowerisa Coloradocotporation whose addressis7()O 17
tll
Sttee1.
t>ehVef,ColOfado802Q2. b a Nevada corpora non who.se 700
2100, DerlVer,Colotldo80204'
B. . Mof1uhe29,2007, Bottowerentered into that ceitiihCfeditAgtee1l'ilit (as
antended and/or Agreement") with Lender putswmttowhich tbecredit
. facilities provided fOl'.thereIn weremadeavailabletoBotrowel' .byLender.The CreditAgreement
was 8ubseQtlutly amended ,,A,me.ndn1ent!Q CteditAg,."eetnent;
30, 2008 (the "]first (ll) dated
as ofJune29,2009 (the C!Second Credit Agreement A1nenclment"s (ill) AmeiidtnentTo Credit
Agl'eerrientj date<;las of 2009 Cre<ijt Agrect1);entJ\mendmenF);. (iy)
Amen(iment And Forbearance Agreement, dated as of December .14> 2009 (the 'PirstFothearance
& FomthCl'editAgteement Anlendment");. (V) AmendrnetttTo Credit
ModUlcatioll And FOl'beatAAOe AgreetneJl4dated as of Jantlary 15, 2010.(the
1c
Second
Note Modincation & Fifth Credit dated
,Ap1il.21.2Q 10 (the uThitdforbeal'art,ce Agreement"); (vii) Fourth and Amend.ment
Agreement) c:iatcd O(the and Sixth Ame,:tdment");and (viii).
Waiver arid Amendment to Foul'thForbea.raticeartd Amendment Aw;eemeIIt, dated as ofSeptemhet
28,2010 (the'SFitst Arttendme.ltio together
with the First Credit Agreement Airiehdment,rrul'd Credit.
FOQtfuCrtldilAgreetlllmt Am.eIltln1etlt,the$eo(lnd
Forbeara1lce . theThh-d Forbearance
Agreement,. and the Fourth Fotbearanceand SikthMnendrnent, collectivelY, the .
Agreements").
G, . .. Borrower executed thalcertainLine Of Credit Note ($25.000,000.00 dated
2009, in iRvQtQfLeIider in coectjonWithFacilityB (LineOfCteditFaciUty)
under the Oredlt Agreementinthe()liginal principaiamountof$25,OQO;000,OO(as modifiedand/ol'
arnen.ded>the "LOC Note;'), which LOC Note was giYeninreplacement,J"enewat,dect-ease an<JIot
Ji,tensipll of, ltutnot in exungui$1itn:entQf, tjJeJnc:iebteqnessevidenc(;)d by that certainl,.meOf
Credit Note, dated June 29; 2009,. exeeutedby BOl'rower in favor ofLeriderinthe otigil1alprinCipal
with pel'ta:i.n4rg .
.. The LaC NQtewttSsubsequently amended under the terms of the
Second Forbaarance,NoteModificatioti& Fifth.Ctedit Agreement Amerubnent As ofQctober 22.
ZOlO,theptmclpal.a.nd nut$fa,nding unget tl1e Note wereasJoll()ws: .
Prfucipal .. , ..... ,:." .'.-11' . '.,'."-.-': .. ,. ... " -..-. =. tt
futerest .: .... -"'. . .: . I11!',_..... ,.: f , ...... ' ... 'l't ':. !' . ! ..... ". . " ....
1
1123
$
.$ 72,7$0.83
D. BQitowers tJabititlcs'u.nd.etthe OeditAgteehieiit
witJ;l.q\lt to
. executed favor ofL.end.;;by a1jdefi11ed thereiot mcludin&. .
WiihoQt 1iitlitatiqJl.> all ofUttited
(li) Con1inuingP1edgeAgreement.,datedasof.January15, 2010f executed. byBorrower:ht!a:vol: or
.. .... i:.. .. C' It ... ai' de.firid thet "mel d' WithOu .... . . A.,' ... .'. .' ...
.. , as, e .e1Il? ... :. U mg, ..... ,n.ccowtNo. 80492211
he14 at F'ifSt :Soutltw,e. c'QIWllPY
AgreementUl; and (iiiJ d.ated a$<;flattuary 2010, execUted by
H(ilqtnp. In. ltt faVQt Qfl,.Eln.4e.::. by t.t..CQUBtetAl ,t'hetil4 mcludij$Wlt}i<)ut
limitatio*,.Accaulit No.29718794he:ldafF.irstSOuthwestc::.ompany (as amended the.
$eQu.tities .
E. and.BqlTQwer
in.totbat:c.ertai4t(i}COntroiAgre,emellt,. Jailuaty 201;0; with respect to .. Acc.nunt No.- .,
80492:211 b.e.14at' Co:rnpattY a.tn:en,ded
and (.) amtro1Agn:el1uint1datedJanuary to Aceount.NG'.
297
'8" '79' 4 b ld ... FirstS ''I1th''''cst n. ..... _ ... a.tty.. las 'amertrledthe''B'qu'' M'" . S: ..... ..:.,., .. ,ft*,",' '1
. .. l. .. . .",p .. " .. ,.' -..
Agreement''). . .. .. ,.
F,. .
'UWS ;Stocltl'lepge Ff9rtOwer
Securmes.:A;cco.tilttPledge. andEqui:'Mor:
CQ:i1twlt\gteement, .and all a.nddoQUlneJ:).ts'tetetenced m
or Uecuted, and delivered in connection wlthan,y ofthef9reg41ing, fnciudiitg,all at:Ul
coUectivelyheteinafterreferred to as DOetittierits," .... ., .
G. pre.vio;qs:Jr resij;!t or
entry into with the O.ftice o.fTtlriii,SuperviSio
l1
(the 'by ..
@dQt1Qt"jt$: "MQU J.)ef$.lt$"),;'QO@Wi:tMd;
"Lender.cd: jItto 8.r- to.
wiUch BOrtowet and ,Lender made certain agreemeritS', anaLOG Doc.ilttif.mt
. ... .4_..0+ tender',$" aareemerit..,:..;:;....t..,. ... a ............... ..:J.. '.
-., .CiJ". ',." ' .. "1;'".-.,. . ."Y g .. 'f'l!oI'i!!\v, .g
on aceoUrit,oftbeMOtJ Defiuiltsutitil the . oftheLOC Note, wbichwRS
91' tbeocc.Ul'fimce plen)' add.itionI:J[ pi" under QtJ.y of 'the. <>ther
LoanDocumems.
:H. The fOrbearance .period underFitStForbeara.nec& Fourth Credit Agteemem
1ntP dti:!.
Forbearanee,NtifeMod.ifiCatiOn&.FifthCreditAgreemellt Amendinent:pursuant to. which

,@111endmenfs; LQC Note by
. 'xten.d.'.. the maturity date (lithe LOC, Note to J.une 302010- (ii) ... ' .. ". '.' d.i .
e, ." .m$... e . Uet .e$
. ....... ' ......... ltl.. ",' .' .JU', 3(), 2010, or the Qf
'any additional defaultthrel'liide.t ottl!tderanyofthe otliet Loan.Dbcuments; and (iiilmodify the
,"" ........ ." .... t.,. ........ cdin th .N bni.Perlb. ....... .. 01;)'OA '0 .. ..:' .:" ' ... "':th',.- ....... "
tl .... . ' .e .. " ....... ......... .... eCredit
Agreement, a
tMMPimt.u)Bwt.lljmIiMt.mmMI!NT W!?lM!jNT FINAL#' dI!j;
. . .' 2
1124
:'
1
I.. at; :Fifth
Credit A.gi:eet11et a;testllt;Qt. ifer (ftk.4
$1,250;000.00 ofiMa,rGi,t
SUbsequently, enteredittto,the,
Third. ;Bot'rl)WetJ
agreement'saIid to forbear
fj;Onl aet:fot.Jb.thetehi untillfie u.rlietQfMayU.,
20ra; ol"the:.oecurreIlce of my additional default thereunder or
.
". .J... .' Qithe
end of business 2010. .and Lender.enfered into the
F
.. -,,1. P' :;. be' . ...., JiS' bdh Amet1d-ent-nrsuanl;'+'" 'hih Le 'd' .. , ............ ..t ." .. t..... ... . .:, ",..-.:t.' ' .. ' .
. .: ...... '." .. ... ,p ...... LY W c .. n c;JUJ,I..lQ terms.1;IJ:lU,
conditions se:t:forlh:,1herem,toforbear until no later .than :lQ;. 2.QIO
fl.',!. b.t '-d ............ d1-8.:.,;;/.' et the LoanD6.cuw.<!ont. '$ arisl.na: as a result of'-'1;.- 'n' .. fa";;1.I.;'; t, ",
. SJ;l,D. .... .' ..... ..' ....,.,... . . ..!:' ..... . l,.I:l9.. . ..,- e .U;1\.Ali .\cftS.
defi.:p Arn..en(lmefit). . .
K.OnAusuSt 25, 2010,the:OTS 'intbtined.BoftOwer that it would nofapprove of
Pay:m.en.t$ pwsuant
to and as detined in the Fourth Forbearance and Sixth Amendment. BOrrO,wer wQindefaultoffts
obiiglUio)lS: un4e:ttneFQlJt'th Fotbea:ta:nc:e AtldSU.hAlnendinert1:; to.:.'(i) n;ake:the JUly. A.uguSt,
SeetionS(A)(i) of$.:
FoUrth Fdtb.eaiafiee and SiXth Afuendmimt asa result oftlm failur.e.ofthe OTS to : roVid.eits non. ..
. . i .':'- .. with> ". .. such aents' ili).tm1ke the JuI.andAu st ',.'6 ,P '.' <.
p .;mI,. '\ ."", .,'1 .. ,gq"
to Lender a114
.. asa teStllt'c)fthe to sUChpayfuents;and
.
RaiSe/Strategic Platt 110 Iatet than thetastdayofJulyatid Aqgust, '2"01'0 ,pursuant to Section 5{6)(h')
. f ..... .... .. F:'--....:'LFo"'b_":"" .... SbtthAnietidttiertt(althou. "'''Untie. "t 'c
h
.... -. 'w' :;i"',:L .... .j.t.,a . , .;,..:t . M. llo":...... :.:
.. . .' '.' ..... . .'. .. . ... . ,"'. ..... '. . .... .
were provided: for suCh periodsHcollectively; the'!>fomthForbel\rance .
t.., On September BQl'tOwet requested ihatLendet wawetheFoWth
. Forbearance MIil.$ixth Ainend$.l1t$o 'uto to
forbearirom exetclsmgits rl$.hts:alid-remeti:ies under account:ofthe ..
D
' .. l_'1 'M Detaultstbrou ......... " (1"ri'ri'Vim,q no fUttb.er cklfault 0 ...... .... A\ an"d B'" 0 . ... "
. .. ... "". .' . .' .... .' . . ..... . ... ... ....... .... .... n:'Oper.
p1edgor,and.LenderenteiedintotheFirsf Md,:Sevent.b, .
'.A ' ........... "_"'.4:-.. ..... ............ *'to - .... ichtothe;Lendet atri'fiied to.stlbh MrnieSls b tonI '.... th, -1'...... : ........ .1
.' .' , . .' "':tr'" ..... .-t"" U yon. e
therein.
it isantiCipated that. defuUltswill oecurafi:erthe.Effective;Date (as
to 14J (ihe"Fifth'
jinW.! slgp.

1125
Ah.ticipatd pefa,'!lits"):. (i)Wi4er SeJ>dou4.1
regarding . Borrower? s obligation to cause United Western Bank (the at all tlme$ a1\er. .
December 31., 2009 Assets Plus OREORatioofnot.greatei' thallsix
and one-half for the third /lnd fotlrtb q1.larters of201Q;and fiji)
Sectioi14.10 afthe Credit obligation to atalltimes cause the
.Bank to mafutain its "Well of the
Bank's primary GovernmentalAuthority.
N. ;As 8 result orthe J).i$closed Deraults and the FifthFotbeliran Additional
Anticipated'Defal,llts(collettively; tl1e ''Fifth Forbearanye DisclCisedPefau1ts
'i
), Lender is
to exercise the defaulttemediesset futtbin the LoanPocuments, Bortowefwaives anynotic.esof
the Fifth ForbeatartceDlsclosed \1nder the Loan
O. '. Borrower has requested that Lender contmueto forOOm: fi'omexercisingits rights and
remedies tbe Loan Docurnel'lts (lcising au account of the Fiftb ForbearfJnce Disclosed Defaults.
Lender agrees to exercisIng such rights and remedies until the Termina;tioIIDate
defmed below) on the terms and conditions setforthherein.
AGRil:EMENTS
NOW, in eonsidetationofthe which are deemed a material part of
for other goodWd v;i11Ja.Q1e tile: r(:'!eipt a.i1ds1.lffipiflIi:)' b f whicb
are hereby acknowledged., iUs agreedasfollqws:
L In considerationfoitheagreement of Lender to forbeatftornexetcisingeeitam
(e:tnedieson I3Cc(jl,ll1tCiftheFltth I'orbelt!'ance Disclosed.Ilefall;lts untllthe: Termjnation pate: (l3,S
.defined below), Borrower agrees to the Re:citals'set iorth above'and to performtheobIigationsset
fo:rthbi;Jlow. . .
2 .. ' . '. In consideration for the agreements andrepresentationsl11(lde: herein,providedthat
BorroWer andPledgOl' fully andtimelysatisty all obligations set forth in this Agreement and the
Loan Documents (asm.ay be ttlodffic::dby tbis to forbear frQm
its rights and remedies under the Loan DOCUDlents onaccountof the Fifth FbrbearanceDisclosed .
Defaults (Which are notwaived but expressly preserved) fromthe Effective Date until theeatliet of;
(i}theendofbusiness on January 14,201 J;or (ii) fheoccurrence of a other lhantheFifth
.Forbearance.DisclQsedDefaults, undetatlY'ofthe Loan. DocurnentS, . this Agreemeilt,oranY.oti1er
agreementrequitedto be entel'edinto bytllis Agreement witlioutlltiY notice or gr$eperiod (tbe
earlier of (i) and (ii)beiilgreferredto as the ''Termination Date?' andtbeperiod oftitnefromtbe
Etl'eotiveDateofthis Agreement to tile l.'ettnination Pate beingtefettedto 1l$
. . ...
3. .' . Thelbtbeatance byLendetsetf'orthmParagraph2.ahow sbaUbe conditioned upon,
and shall not become effective l.I.rttil, oftheJo Howing conditions ortQtptiot
31. 2010{tbe date upon which are satisfied shall herein be referred to
as ptPvjded spchBffectiv(l Date occurs on, otpriotto 1
i:JWB mRBEARANi;E WAJYERltAMJiWl!\4!lNfAGREIlMENT WALl! dQj:. .
4 .
1126
g,
c.
lUlg Pledgor lulvedulyexutea atld dlivteti this to:Lnder"
infonnandsubstanceacceptabletoLender in its sole discretion, and the Agreement
isexccuted,by Lender; ,
BorrowerslullLhave entered into an;.' lnvestrrtentagreement two anct10r
investorsinco:n:nectionwith the Borrower'S, Stated Capital Raise 011 or;before
Octobflr 31 .2010 which provides fO,I'.U1tlinvestillent by $uphan,chor investol's OillQ
less than $91 million and collectivel:Yt all investmentofapproximately $200 miUioJ1
ofrteW1Ilofiey eapitaLin the shall ptovideLeooet withacop:yof
such agreement onorbefore October 2010 (tbe
)3o.tTowet shallprMideLender evidence that Borrower'sbdatdofdirectorsapptoved
the Investment Agreement andthis Agreement;an4
Ekecution by Borrowerandlor Pledgor and delivery til Lender of such other and
furiher 4ocumefita,tipnas Lndet aqcQtllplishthe
terms, conditions;' acknowledgments,and agreements .set forth herein. whiph
dQ.cuments shall be fuJonnand substancereasortably acceptable to Lender in its sole
discre1;ion.
4. Asa t'natenaLiiidlicefuenf to Leri.dertoentermto this Agreement, Borrower and
p l(:ldgot relative to'theirresl'ectiye tepreseiU Md
warrarit.that:' .
A.
ThisAgteementCQnstitutes.and an;y pftM potul1entsrequlred hereu! wll1 constitute,
upon execution and and bhl4ing of
tbeBdirower .aIldPledgor:, .enf6rceablein aC<lordancewith
The oftl1ts and any other
corporate powepsofBpl1(JWeran<:\
bas beendulyautlmrizedl?yall.ne.ce.s.snry andapPi'opriatea.ction,whether corporate
01,' regulatoty in nature (other thl:lnthe non .. objection froll1the OTS
with respect to the monthly interestpayments set forth in Sections 5{A)and S(B)
belovvand the Capitl:\l ProceeclsPayme1'lt. (as defiIle\.ibe1ow) . foi,thin Section 5(0)
below), and does not and will not: 0) require any
directQ(S of Pledgor; (ii) yio lttteanyprQvision of the atlicls of incorpol'ationof
BorrowerorPled,gor,theit respective bylaws, any other 4oumnt of corporate
goyernance,otany.law,rule, regulati0
ll
' order, inJunction" decree,
o,t@,ar4 preSe1'ltlyinefi'ect hl;l'Ving applie'ability.to Bottowr or
Pledgor; (iii) require theconsentor or regiStration with, any
goverii.nlental bodY, agency. regUlator or authority (except with respecttoBol'rO""er
(a.)making llloQthly interestpaYtnentsset forth in andS(B)
(b) the Capital ProceedS Payment (as defmed below) setforth .inSection 5(0) below.
),ot1l(a) I:\nd(b) whichreqtirre the priQt' written of the ors); (iv) cause
5
1127
c,;
0..
bindlng.8.greements oithe llbnower

13AAlf;,sl<)ck by
.BerrOWef
t
allphysical share certificates havebeentransterrett. andno:physi.cal.share
1128
.
"ifi' ha e Mfl.. .... t Lend" t.hNt1 ..... t to .. 'i.. .. 'trnrn
q,rt .. ... . ..""w. .".... ,0.. .... ' '" "Pi
Stock Pledge Agreenmrit;: ..
1.
. . B h' . bv" 'ye" ..... +i> .,;nd $,aMe8 'wUh teftder. (. ..... to .1....,,.. ......
5.. . .. Q:trOwe:r CP .. .. .cr- .. .......... Y. . .... ' 111 1
. .... .... __ 1_ . ...... '''.;,t.. .. _..' ndit .. '. ..... ..... ... "".Ii ....... .. .. ;Ii! ..... 1. ...
Q9.. .tc)n$; ,l,Oll:#m:
fr6m
.A.. .
... ..: . ..... .. ....... " b .. B' >...: . ofthew.:d:ttan bOn-ab' do fro' it. 1<\1;' ... j'; ... r...-... . . .
.. tJpQ:Jl.Wf;eipt.> Y .. Ql'tOWet ...... '.. ..... ...... . Q1Ule-V.S Qt..moUN eve:Qt
.soohnon-objection is.no.lOllF' BorrllWers.haJIp",yLende-r
,lt1(JJ.l.t1iiy tntete:st Ji.yttlent& fotthe th.bntba QfQ.cf()bet, 'November attdDeee1'iibet of
';2010iUl4 the
Note. Forbeatitice!t1UtestPayments'ry;jltO:vided however.m if at any
i$4.1.1e {t(}tlltheQtS Whh
pay.ment-'hBsnot .
;QQltQwt $.lWl.pay tiUl$llcli,aqQrned at.n.ount& to inUuediately \lpOn:reoeipf6f
QT$i" (U) frotll the ora i$ 'UQt
payabJe,pursuant
. #),. a.U $ph a911leq. h\\tl;Uy)aldimr$t. to Liid.t'IUhe
time of' payment 0;. and as part ot;the Capital Proceeds
1129
0,
D.
13o.tnvet$hiill tollUdtitafu at categorizatitm

Ba.nlC:'s:pri1:n8ty .
W;i:bj'r!. l'Ge'lp:t t()
Lender :a.,copy of.any; (ij cease and, desiSt:orders ()f.similar regulatory orders,
blj@ctlcm$.

restoration plw.,'Qr teBtfictiOilS Unposed'by 1:iht GovemmentalAtitliorltY on:
'l:lott.oWlt.Qr C&:n Or4er, BPrto'We,t'ors
theBhnk()TSStipulation(eachas defined in the ..
'F urth Fi. .... aTtdS:-J. """:"endment) (''Re ,.. . "t-,l'
0 .... ' , .. " .... '. " gu .. Q1 .. er& exeClJ. 'iN
agreementst, memorandll;' writte.n W
'byBoriowerot the Banka.nd ant OovetflfiieritalAuthdrity. atimposw.orr.equired
by aIlyQoverntrtental prtb,e
Agteemerrts")t ." .
Within ftve (5) days a.ftr pn11tidirlg a.fthe fQUpwD;J,g dOcumnts to any
Governmental Authority pursuant: to either the Borrower C&D Order or the Bank '
c&D. shaU)?iovide.aoopy of suchdocUrlients to Lender: (i) capital.
t'orboth tlotrowe.t the:
Bank's tDlii18gement .. regarding the:Bank'scompliimce with the BaIik'seapitaiplans;,
(in,) .
business .. tlieB'arikts' NS!iU'd.mg .
QOmPllabce With the Bmlkts Bus'mess.plan;, (iv)theBatiks classified:assetredUctiOil,
(:vi) .
cantingenc.y {vii) ,any changes submiftedto.any Governmental Authority
. ":}"'+o .... ' to .. W. of ........ fore . "-ioned to v
. . ,<lM-Y "141,, a . .. r .... ".: ." .'" .. ", .. ". ' ... an",
GQvcl'lltllenfalAuilt()rlty; (m) lDade
AuthoritY, withoUt 1iti:titatio'P, any.requests foreonsent.ornon-6bjeetioti
tram tbeO'tS; ...
1130
i.'
i'
H.
13Qrrowersha:II: (j}contitlue the:
Fifth Forbearance. Period; .(ii) provide Lender wifua status report with respect. to
llorrower'$Sttlted Capital Raisenolate:t than everY other Fd<hly during the Fifth
Forbearance Peiiod beginning as of November 5, 201Qand ptovldeLen4et
.supportingdQCunlentationrelating thereto as Lertdef may request in its reasonable ..
. (iii) :payment (a$defified below) u,rtqtmade by
Decernber24; 20 1O,cleliver to Lender on December 24, 2010 a letterfrolTI Goldman.
Sl,lchsaddressedtoLen4et sta,tingthat Goldman Sa.chsbelieves, in its professional
judgment; thatthere.existsas of such date a reasonablepossibmty tliahhe B6trQWer
Will raise capital in an amount not less on or before January 14,
2011; and. (Iv) CI3J1Se the proceeds ohny or serlesoftransactiQl1$whlch
ate conSUtI:ttnated a.s a result ofBolTower'$ Stated Capital Raise to be used. first and
forerriost,J<tpay intte$t LOIUl})ocuments and to satiSfy
t116ther Liabilities before being utilized for any other purpO$C,
that,tbeLiabilities(otherthan contingent indemnification obligatiortStlui.Lsutvive
tenninationofthe. Loan DocUtnents) und.er the Loan DOCltmellts $aU be 4ee1J1eQto
be fullysatist1ed if: (I}Botrower pays to Lendefwiththe proceeds of'Borrower's
Stated Capital !W:Se.oil or before Jan!ll:l1'Y 14,<2011 (a) prhicjpal due \lildetthe LOG
Notein.at1 amount equalto$10,562,500, (b) all accrued
uncle:rtheLoanDocuments (c) aU other fees,costsllndexpensesdue undtthe
Loan Documents (a). (b) and (c)oollectively, the and
(II) no Fdrbel:l1'anOeDemult occurs prior to receipt of the Capital Proceeds Payment
by Lender pursuant to this clause (0). F()r the ifpayment orall
amourits described iilthe foregoing clauses (a), (b) and (e) are not made by Jl,\fiutl1'
14,2011, or a F01:'beaeap.e prlQrto receipt of the Capital Proceeds
Payment,. Borrower shallnQt thereafterbe !ible to sa,tlsfysuqh Liabilities under the
by making such Capital Proceeds Payment.
Upon reCleiptofthe Capital 1nllccotdancewith Section
5(O).above: (i) the Liabilities of the Borrower and the Pledgor under the LOtin
(otherthai1col1tingentjndemniflcationobligations tbatsurvive
termination -0 fthe LoaIl Dqcllmel1ts) shall be deetnedf411t satlstle,dtrtd. principal
Undlef the LOG Noteintheamo.untofSS,687,500 shall be deemed forgivenand(ii)
Lender shall deliver to Borrower a lc;:tter stating that sijch Liabilities are fully
satisfied and releasing the liens of Lender In the delivering
the iv. accotQanCe with thea.ppllcable . law. To the extent
that all or any sU1>sequetitlyinvaliciated,
declaredto be fraudulent or preferential, set aside dt required to be repaid by Lender
or paid Qver toa trustec.receiver Or entity, Whether under anybankrllptcy
.act or otherWise .. thertthe Loan DocumentsshaUcontinue to be effective or shanbe
the Liabilities, <)tanyprui therepf int.endedto. satisfied, Or forgiven
by the Capital Proceeds shan be revived andcontin"e itt full force and
eft'ectas if the CapitalProceeds Payment had not been made.
I.
upon
releasing of the (Jollateraland the receipt by BorroweroftheBank stock, Borrower
tiWBFlil!!!EAAANt'Bwt\Miit fINAL' dog
1131
L.
As
", . 11' .ft3-iheitffectfve:Pate 1.. ...... ".",., Ii' .... '" ..;1.. .. Ii'. "'i'J-,
,.,$9.,Q .a$,J;<, .. . " .. i'" e .. ' .... '", .' ..
LendefWith:(i)the thrift ffimnoialrepart far the Banl40r
" " . 004" !i""t .. 'ii....:4 wfbf tl:tethltd, . ' .. ..,.',od' ot'n:Ol '0' ii', Ii' ',40to .. :4
l,AlUl- :"';1;",0:"" ..... " pen.: tSUG Wt.1L
flriancial report :shaIll pro,!1Q,e4 'lD" n.p ta,te.l; tb,an:, 20t 2()U);;_(Ji)
:theJfuaudlted balance sheets,and .rcdatedirtateJi'1eDts o{operatiOi'iS ofPledgpr
, accordance withoAAP 8:S'ofSL':fftembet gO 2010 c ...t:.t:;.;;.;tt.,v""'",;
... "". ..... ." .. ' ... ". .,t'" . .,. " \.UQ \.49-"
FmancialOft'icerofPledgor as the best
;tu,td belitilndptepated itt good f'aitb;
'," , ... 1 '.' ',,' ........ , " ... ' ". '.'
Lender1I3s nc;> iArthor,oI:>.Uga,tiOIJ. W \Uid.er tb,t; LOC'Note @d'
,Botr()werJm.s no,rightloieqil. fUrther. Advances. me'LOCNote, teg!lrdiess,
pfWhthr owhigun<iet"
tbeLOCNote; and '
$C('C).Intom,e; !he :shal!}:'7 entitled tlO.W$
. .e..., .. th .' COllateral including', ,all divld' end ... 'rit'inA.' Id t1;;.,:,;.;.
,14;\Jttl., .'. .... ......, .... .. ... . . , , ..' . "" y",-CUJiil.;a.rIi ;IDcome
and in
@. amount not .. Oo from the date altIUs Agreement
thrQushatJd inc1udh1s., October 3\;; ZQJC)t .'
artdthefo,Uowii:i& sectio:nshallbe:inserted in its place:
. "(c):(ncQmenlsf;tibtipns,The to :cash. flows
frOin the 'principal':an4 .
distn'butions (pthettban:liquidatiilg dividends,attddiStiibutlbns)uoin the ACQOunt in
$$rOOQ,QOO!OO date
thiougll'attd ,including January 14,2011 /t1
1132
7. ..
tender'tnay,.:Jt:lt.S 'own tetmitlate its obligationsun<ie!,this and the;indebtedness
u.n<ier
orany aU ofWhiob
'1-. ntitle:d to ltnm.:ediat1y j,il:xettis.e all tiShtS Blld. te'niedie!l available heteittandundet the Lo.at1
:the: IlllU
NotWithStatidiii$the foregoing,
Qf
Lender to' tetmiruite its ooliptionshereunderinthe event of' a FOl'bearance.;De.fsult,
8
'. 'Ii" "i!i" . and PleA .... "r. ackrtow1ed .., ..,....f"lJ'iiP.P. ...... ." F:A'h :F .. . ....... :D : ..... , ...... d'
,. .pO.t,l: ... ......... . ........ ' .. ge , ..... 14 .. .J.!.I...
Defaults MoftheliffectiveDate
otWill ocOUt dutfug'tlieFotbearance.peti6.dand further aekitoW1edgt,'$1dape .
allaot{ons:1_ .. 11y it.un:det the LbanDo.c1lttie'iitS orifirinJi;. .. bie 1""'1 '1mri ".
e,w;nle", .. ,'.' .... ..... .' .. " ...... '. ...... . . ..,...r...,... .... m-r""'.I:'",n
the:occmr.efiee of'aFotbeatatlCe UefiitiltWithout any further or additionalncitice.or !P'aoeperioc.iJ;o:
,B'ojj'(jwt:1' or PIdg!lf.,
11
1133
1134
.13. Each proViSion eyerY9ther
thiS Agt:eement.tOtthe pUillOSeO:fdetetrtiiningthe kiga1:enfut:ceability ,ofany speclficpmYision.
1135
2L,lJOlUtOWERANDPLEDOOR wAIVE ;ANy')UOltt ANY'QP'1'HEM MAY'
NOW OR:HERBAFTERHAVE:TO CLAIM ORRECOVERFRQM LENDER ANY
oa;:P'l1N:trf\ffi DAMAGES.
1136
(

1.

22. ThbApmentshaUbebirtdIilaup>,n". 't(jtJioQeneiit ilf;
ltorrowet. Pledgor, Lender,and eaeh,ottbelr .. No.
person or entity shaJrbave'any or benefits under-this .
. 23.
ucribedto such terJ1lS-intlieCredit Agreement; '.
.
.
1$
1137
TabC
Exhibit 37
1138
BUCKLEY SANDLER LLP
November 11,2010
VIA OVERNIGHT MAR. AND ELECTRONIC. MAIL
Ms. Sandra L. Thompson
Director
Division of Supervision and Consumer Protection
550 17
th
StreetNW
Re: United Western Bank, Denver, Colorado
Dear Ms. Thompson:
Andrew L. Sandler
1250 24th Street NW, Suite 700
. asandler@bucl<leysandler.com
202.349.8001
On November 5, 2010, United Western Bank ("UWB") received a letter from Ms. Kristie K.
Elmquist, Acting Regional Director of the FDIC Dallas Regional Office, stating that the Federal Deposit
Insurance Corporation ("FDIC") had concluded seven institutional depositors at UWB are deposit brokers
(the "Brokered Deposit Determination,,).1 The consequence of the Brokered Deposit Determination is
that deposits of the seven institutional depositors are deemed to be brokered deposits for purposes of
Section 29 of the Federal DepositInsurance Act and Part 337.6 of the rules and regulations of the FDIC.
The November 5, 2010 letter states that, for purposes ofUWB's appeal rights under the FDIC's
Guidelines for Appeals of Material Supervisory Determinations, the Brokered Deposit Determination
constitutes a final, appealable decision. UWB strongly disagrees with the Brokered Deposit
Determination and intends to exercise its appeal rights. Accordingly, UWB will file a request for review
with your office on or before the January 4, 2011 deadline for appeal. ..
cc: Serena Owens
Kristie K. Elmquist
John E. Bowman, Esq.
Lawrence D. Kaplan, Esq.
I This document contains confidential infonnation concerning UWB and is not in the public domain. This
information is being provided to the FDIC and Office of Thrift Supervision, tbeagencies responsible for
the regulation and supervision ofUWB as materials related to the examination and operations ofUWB.
Any public disclosure of confidential information could result in substantial hann to UWB. Accordingly.
confidential treatment oftbis document is requested pursuant to 5 U.S.C. 552(b)(4) and (8). WASHINGTON, DC
1139
NEW YORK, NY
LOS ANGELES, CA
wwW.BuckleySalidll.H.com
TabC
Exhibit 38
1140
NASDAq*
THE NASDAQ STOCK MARKET
BSCCI ElLJ;\OKWELL ROAD
ROCKVILLE, MD 120850
By Electronic Delivery to:mmcc!oskey@uwbank.com,blaneyb@gtlaw.com
November 16, 2010

Executive Vice President and Chief Operating Officer
700 lih Street, Suite 2100
Denver, CO 80202
Re: United Western Bancorp, Inc. (the "Company")
Nasdaq Symbol: UWBK
Dear
I am following up on our recent telephone conversation in which I explained that since your Company
has not yet filed its Form lO-Q for the period ended September 30, 2010 (the "Filing"), it no longer
complies With, our Listing Rules (the "Rules") for continued listing.! Under our Rules the Company'
now has 60 calendar days to submit a plan to regain compliance and if we accept your plan, we can
grant an exception of up to 180 calendar days from the Filing's due date, or until May 16, 2011, to
regain compliance. Your plan should be as definitive as possible, addressing any issues that you believe
would support your request for an exception.
In determining whether to accept your plan, we will consider such things as the likelihood that the
Filing, along with any subsequent periodic filing that will be due, can be made within the 180 day
period, the Company's past compliance history, the reasons for the late Filing, other corporate events
that may occur within our review period, the Company's overall financial condition and its public
disclosures. Please note that any subsequent periodic filing that is due within the 180 day exception
period must be filed no later than the end of the period. Therefore, it would be helpful if your plan
addresses each of these points. 2
Please email your plan to me at Curtis.Rimmey@nasdaqomx.com no later than JanuaryJ8, 2011. After
we review the plan, I will contact you if we have any questions or comments and will provide you
written notice of our decision. If we do not accept your plan, you will have the opportunity to appeal
that decision to a Hearings Panel.
3
.
1 Listing Rule 5250(6)(1). For online access to all Nasdaq Rules, please see "Nasdaq Reference Links," included with this
letter.
2 For additional information with respect to compliance plans please see attached "Factors to be considered when preparing
your plan of compliance." This attachment includes relevant excerpts from the Frequently Asked Questions section of the
"Nasdaq.com" website.
3 See Listing Rule 5815(a).
1141

November 16, 2010
Page 2
Our Rules require that the Company, as promptly as possible, but no later than four business days from
the receipt of this letter, make a public announcement by issuing a press release disclosing receipt of this
letter. and the Nasdaq Rule(s) upon which it is based.
4
The Company must also submit the
announcement to Nasdaq's Department.$ If the announcement is publicly released during
Nasdaq market hours (7:00 am - 8:00 pm Eastern Time), you must notify at least 10
minutes prior to its public release. If the public announcement is made outside of Nasdaq market hours,
the Company must notify of the announcement prior to 6:50 a.m. Eastern Time. For your
convenience attached is a list of news services. Please note that if you do not make the required
announcement trading in your securities will be halted.
6
In addition, Nasdaq makes available to investorS a list of all non-compliant companies, which is posted .
on our website at The Company will be included in this list
beginning five business days from the date of this letter. As part of this process, an indicator reflecting
the Company's non-compliance will be broadcast over Nasdaq's market data dissemination network and
will also be made available to third party market data providers.
Finally, even though the Company has not filed its periodic report it is still required to provide us with
the number of shares issued" and outstanding at the end of each quarter. We would appreciate receiving
this information on the attached form "Cht:mge in Total Shares Outstanding for Delinquent Filers. "
You should submit this form to us no later than seven days from receipt of this letter. If necessary, the
Company may provide us with an estimated number.
If you have any questions, please do not hesitate to contact me, at + I 30 1 978 8079.
Sincerely,
Curtis Rimmey
Lead Analyst
:Nasdaq Listing Qualifications
Enclosures
4 Listing Rule " "
5 The notice must be submitted to Nasdaq's MarketWatch Department through the Electronic Disclosure submission system
available at www.NASDAQ.net.
6 Listing IM-5810-1.
1142
TabC
Exhibit 38 A
1143
.. ,
Change in Total Shares Outstanding for
Delinquent Filers:
Pursuant to Nasdaq Listing Rules 5910(b)(3) and 5920(b)(3), a company that fails
to timely file a periodic report with the SEC must provide Nasdaq with any changes
in its total shares outstanding from its prior reporting period. Accordingly, please
use this form to provide us with the total shares outstanding as of the end of the
latest reporting period. This completed form can be emailed to
continuedlisting@nasdagomx.com or sent via facsimile to +1 301 978 8099, no
later than seven calendar days from the receipt of this letter.
ISSUER NAME United Western Bancorp, Inc.
SYMBOL UWBK
CONTACT NAME
CONTACT TITLE
TELEPHONE
E-MAIL
Period end date: September 30, 2010
Total Nasdag listed Shares Issued and Outstanding this period
(Total shares issued and outstanding do not include any treasury shares)
1144
Factors to be considered when preparing your plan of compliance
*For access to all F AQ's please use this link: www.nasdag.com!about/LegaIComplianceFAOs.stm .
What is the compliance process for filing delinquencies?
NASDAQ rules provide a company that is delinquent in its periodic filing obligations with 60 days to submit a plan of
compliance to the Listing Qualifications Staff. Based on that plan, the Staff may grant the company up to 180 days
from the due date for the periodiC report (as extended by Exchange Act Rule 12b-25, if applicable) to regain
compliance. In determining whether to grant a company additional time, Staff will consider the company's speCific
circumstances, including the company's past compliance history, the reasons for the late filing, corporate events that
may occur within the exception period, the company's general financial status, the company's disclosures to the
market, and the likelihood that the filing can be made within the exception period.
In addition, NASDAQ will broadcast an indicator over its market data dissemination network noting the company's
non-compliance. The indicator will be displayed with quotation information related to the company's securities on
NASDAQ.com, NASDAQOMXTrader.com and by other third-party providers of market data information. Also,
NASDAQ posts a list of all non-compliant NASDAQ companies and the reason(s) for such non-compliance on our
website. Click here to view the list. The company will be included in this list commencing five bUSiness days from the
date of the delinquency notification.
The company can regain compliance with the requirement by filing the late periodic report and any other delinquent
reports with due dates falling before the end of the exception period. If a company regains compliance before its plan
is due, or during any exception that Staff grants, the company will not receive a delisting determination.
If a company fails to regain compliance prior to the expiration of a Staff exception or if Staff does not accept the plan
of compliance, Staff will issue a Staff Determination indicating that the company is subject to delisting. If that occurs,
the company . may request a hearing before a NASDAQ Listing Qualifications Panel ("Panel") to review the
determination. However, in this circumstance only, that request will operate to stay the delisting action for only 15
calendar days from the deadline to request a hearing. In order to obtain a longer stay, the company must, in its
request for a hearing, ask that the Panel grant such a Iqnger stay. If it does, the Panel can permit the company to
remain listed for up to 180 days from the date of the Staff Determination letter, but in no event more than 360 days
from the due date of the company's first late filing. See Hearings Process for additional information.
Should the company fail to comply with the terms of the Panel's exception or the Panel determines not to grant an
exception, the Panel will issue a delist letter. The company may then appeal the Panel's decision to the NASDAQ
Listing and Hearing Review Council (Listing CounCil). The request for an appeal will not stay the delisting of the
company's securities from NASDAQ. See Appeals Process for additional information. Please note that the Listing
Council may not grant an exception for a period to exceed 360 days from the due date of the first such late periodic
report. (Updated: November 25, 2008)
What are the repercussions if my company's auditors did not review the quarterly financial statements as
required under SAS 100?
If the company is required to have its interim financial statements reviewed under SAS 100 and does not comply,
NASDAQ views the company to be delinquent in its filing obligations. Please see the previous FAQ, which outlines
the compliance process for filing delinquencies. (Updated: November 19, 2008)
What information should the company include in its plan of compliance submiSSion to the Staff?
In submitting its plan of compliance to the Staff, the company should provide the following information:
The reasons, including the specific facts and circumstances, for the late filing;
Whether an investigation into the circumstances underlying the filing delinquency has been initiated by the
company's audit committee, auditors, or other internal committee;
The likelihood that the filing can be made within the initial 180 day exception period;
The company's past compliance history;
Whether the company is the subject of any regulatory or judicial investigation;
Any corporate events that may occur within the exception period;
The company's general financial status; and
The company's public disclosures relating to the filing delinquency, any forthcoming restatements, and its
financial condition.
The Staff review will be based on information provided by a variety of sources, which may include the company, its
audit committee, its outside auditors,the staff of the SEC and any other regulatory body. (Initial Posting: November
19,2008)
1145
If an Investigation 111to the Issues underlying a late periodic report has been Initiated by the company's
board, audit committee or other Investigative committee, what Info'1"atlon should the company provide to
the Staff?
The company should be prepared to provide the following information to the extent it has been ascertained and to
supplement that information in writing upon completion of the investigation:
1. A summary of the investigation, including:
a description of how and when the issues/improprieties originally came to the attention of management
and/or the board of directors or audit committee;
a description of the particular issues under investigation and the scope of the investigation (years covered,
geographical reach, etc.); .
a summary or time line of meetings and actionEl taken by the board, audit committee, or other investigative
committee and the law firms, forensic accountants or other consultants retained to assist in the investigation;
and
the findings of the investigation, including a description of all questionable, improper and/or fraudulent
actions or practices identified and the names of all individuals found to be responsible for, or have
participated in, such conduct (by act or omission), the status of those individuals' employment with the
company, and a description of any sanctions or remedial actions taken against those individuals; .
2. A description of intemal control and/or accounting weaknesses identified during the course of the investigation;
3. A description of all remedial measures that have been or will be implemented by the company (Including a
schedule for the implementation of those measures not yet adopted);
4. A description of any and all remedial measures and/or intemal controls that the company does not plan. to
implement, which were recommended by the investigatory committee, or by any law, accounting or consulting firm
involved in the investigation; and
5. A description of any and all investigations or Inquiries by other regulatory authorities. (Initial Posting: November 19,
2008) .
How long can a company remain listed if It Is late in filing Its periodic reports because of an Internal
investigation, accounting Issues, restatements, or other similar concerns?
A company may remain listed while deficient in its filing obligations for a maximum period of 360 days from the due
date of the initial late periodiC report (as extended by Exchange Act Rule 12b-25, if applicable).
When a cOmpany is late in filing a required periodic report with the SEC, NASDAQ Staff will request that it submit a
plan of compliance within 60 days. Upon review of the plan of compliance, Staff may allow the company to remain
listed for up to 180 dav.s from the due date of the filing. If the company is not current in its filings at the end of the 180
day period, Staff will send a delisting determination in a letter to the company. .
The company may appeal the delisting determination to a Hearings Panel, which is comprised of individuals who are
independent of NASDAQ. A request for a hearing bef()re the Panel will automatically stay the delisting for a period of
15 days from the date the request for an appeal is due. The company may request that the Panel extend the stay for
a longer period. After review of the company's plan of compliance and a hearing, the Panel may grant the company
additional time to remain listed. The Panel may not, however, grant an extension which would exceed 360 days from
the due date of the initial late filing. See Hearings Process for additional information.
A company may appeal a Panel decision to the NASDAQ Listing and Hearing Review Council. The Listing COuncil,
which is comprised of individuals who are independent of NASDAQ, reviews. all decisions of the Panel and advises
the NASDAQ Board on questions relating to company listings. An appeal to the Listing Council does not stay the
Panel's decision to delist the company's securities. See Appeals Process for additional information. .
In addition, all Panel decisions are subject to a "call for review" by the Listing Council. In connection with a call for
review, the Listing Council has the discretion to stay the Panel's decision. Should the Listing Council grant a stay,
then the company WOUld. remain listed during the pendency of the Listing Council's review. If the Listing Council
determines it is appropriate, it may grant the company additional time to regain. compliance. This excepti,on and any
stay granted by the Listing Council may not exceed 360 days from the due date of the first late periodic report.
Finally, the NASDAQ Board of Directors may call a Panel or Listing Council decision for review. Like the Listing
Council process, the Board has the discretion to stay the Panel or Listing Council's decision in connection with a call
for review. Should the Board grant a stay, then the company would remain listed during the pendency of the Board's
review. If the Board determines it is appropriate, it may grant the company additional time to regain compliance while
listed. While the rures do not limit the maximum time the Board may provide, it should be noted that the Board has
been unwilling to allow a company to remain listed for more than one year from the due date of the company's first
delinquent annual report.
The Securities and Exchange Commission has reviewed NASDAQ's actions in connection with an appeal by a
company that was late in filing its periodic reports and that did not regain compliance in the time permitted by the
1146
NASDAQ Board. The Commission found that the company had not established a likelihood that it would succeed on
the merits of its argument challenging the decision to dellst the company if it remained delinquent one year after the
due date of its first delinquent annual report. See In the Matter of Coherent. Inc. (December 18, 2007)(Updated
November 19,2008)
1147

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