REDACTED VERSION UST Sequence # 505 - treasury.gov

1 REDACTED VERSION UST Sequence # 505. UNITED STATES DEPARTMENT OF THE treasury . 1500 PENNSYLVANIA AVENUE, NW. WASHINGTON, 20220. Dear Ladies and Gentlemen: The company set forth on the signature page hereto (the "Company") intends to issue in a private placement the number of shares of a series of its preferred stock set forth on Schedule A hereto (the "Preferred Shares") and a warrant to purchase the number of shares of a series of its preferred stock set forth on Schedule A hereto (the "Warrant" and, together with the Preferred Shares, the "Purchased Securities") and the United States Department of the treasury (the "Investor") intends to purchase from the Company the Purchased Securities.

2 The purpose of this letter agreement is to confirm the terms and conditions of the purchase by the Investor of the Purchased Securities. Except to the extent supplemented or superseded by the terms set forth herein or in the Schedules hereto, the provisions contained in the Securities Purchase Agreement Standard Terms attached hereto as Exhibit A (the "Securities Purchase Agreement") are incorporated by reference herein. Terms that are defined in the Securities Purchase Agreement are used in this letter agreement as so defined. In the event of any inconsistency between this letter agreement and the Securities Purchase Agreement, the terms of this letter agreement shall govern.

3 Each of the Company and the Investor hereby confirms its agreement with the other party with respect to the issuance by the Company of the Purchased Securities and the purchase by the Investor of the Purchased Securities pursuant to this letter agreement and the Securities Purchase Agreement on the terms specified on Schedule A hereto. This letter agreement (including the Schedules hereto), the Securities Purchase Agreement (including the Annexes thereto), the Disclosure Schedules and the Warrant constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof.

4 This letter agreement constitutes the "Letter Agreement" referred to in the Securities Purchase Agreement. This letter agreement may 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 letter agreement may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered. **. UST Sequence # 505. In witness whereof, this letter agreement has been duly executed and delivered by the duly authorized representatives of the parties hereto as of the date written below.

5 UNITED STATES DEPARTMENT OF. THE treasury . #~/. By: _. Name: Title: Neel Kashkari InrerimAs~s~tS~uuy For Financial Stability COMPANY: FIRST EXPRESS OF NEBRASKA, INC. By: _. Name: John P. Stinner Title: President Date: February 6, 2009. UST Sequence # 505. In witness whereof, this letter agreement has been duly executed and delivered by the duly authorized representatives of the parties hereto as of the date written below. UNITED STATES DEPARTMENT OF. THE treasury . By: _. Name: Title: COMPANY: FIRST EXPRESS OF NEBRASKA, INC. Date: February 6, 2009. REDACTED VERSION UST Sequence # 505. EXHIBIT A. SECURITIES PURCHASE AGREEMENT. [SEE ATTACHED].

6 (Non-Exchange-Traded QFIs, excluding S Corps and Mutual Organizations). SECURITIES PURCHASE AGREEMENT. STANDARD TERMS. TABLE OF CONTENTS. Page ARTICLE I. Purchase; Closing Purchase .. 1. Closing .. 2. Interpretation .. 4. ARTICLE II. Representations and Warranties 4. Representations and Warranties of the 5. ARTICLE III. Covenants Commercially Reasonable 12. 13. Sufficiency of Authorized Warrant Preferred Stock; Exchange 13. Certain Notifications Until Closing .. 13. Access, Information and Confidentiality .. 13. ARTICLE IV. Additional Agreements Purchase for Investment .. 14. Legends .. 15. Certain Transactions .. 16. Transfer of Purchased Securities and Warrant Shares; Restrictions on Exercise of the Warrant.

7 16. Registration 17. Depositary Shares .. 28. Restriction on Dividends and Repurchases .. 28. Executive 30. Related Party 30. Bank: and Thrift Holding Company 31. Predominantly Financial .. 31. -i- TABLE OF CONTENTS. (continued). Page ARTICLE V. Miscellaneous Termination .. 31. Survival of Representations and Warranties .. 32. Amendment .. 32. Waiver of Conditions .. 32. Governing Law: Submission to Jurisdiction, Etc .. 32. 32. Definitions .. 33. Assignment .. 33. 33. No Third Party 34. -ii- LIST OF ANNEXES. ANNEX A: FORM OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK. ANNEX B: FORM OF CERTIFICATE OF DESIGNATIONS FOR WARRANT.

8 PREFERRED STOCK. ANNEX C: FORM OF WAIVER. ANNEX D: FORM OF OPINION. ANNEX E: FORM OF WARRANT. INDEX OF DEFINED TERMS. Location of Term Definition Affiliate (b). Agreement Recitals Appropriate Federal Banking Agency (s). Bank Holding Company Bankruptcy Exceptions (d). Benefit Plans (d)(iv). Board of Directors (f). Business Combination business day Capitalization Date (b). Certificate of Designations (d)(iii). Charter (d)(iii). Closing (a). Closing Date (a). Code (n). Common Stock (b). Company Recitals Company Financial Statements (h). Company Material Adverse Effect (a). Company Reports (i)(i). Company Subsidiary; Company Subsidiaries (e)(ii).

9 Control; controlled by; under common control with (b). Controlled Group (n). CPP Recitals Disclosure Schedule (a). EESA (d)(iv). ERISA (n). Exchange Act Federal Reserve GAAP (b). Governmental Entities (c). Holder (l)(i). Holders' Counsel (l)(ii). Indemnitee (h)(i). Information (c). Investor Recitals Junior Stock (f). knowledge of the Company; Company's knowledge (c). Letter Agreement Recitals officers (c). Parity Stock (c). Pending Underwritten Offering (m). Permitted Repurchases (c). Location of Term Definition Piggyback Registration (b)(iv). Plan (n). Preferred Shares Recitals Preferred Stock Recitals Previously Disclosed (c). Proprietary Rights (u).

10 Purchase Recitals Purchase Price Purchased Securities Recitals register; registered; registration (l)(iii). Registrable Securities (l)(iv). Registration Expenses (l)(v). Regulatory Agreement (s). Rule 144; Rule 144A; Rule 159A; Rule 405; Rule 415 (l)(vi). Savings and Loan Holding Company Schedules Recitals SEC (k). Securities Act (a). Selling Expenses (l)(vii). Senior Executive Officers Shelf Registration Statement (b)(ii). Signing Date (b). Special Registration (j). subsidiary (a). Tax; Taxes (o). Transfer Warrant Recitals Warrant Preferred Stock Recitals Warrant Shares (d). SECURITIES PURCHASE AGREEMENT - STANDARD TERMS. Recitals: WHEREAS, the United States Department of the treasury (the Investor ) may from time to time agree to purchase shares of preferred stock and warrants from eligible financial institutions which elect to participate in the Troubled Asset Relief Program Capital Purchase Program ( CPP ).