6-189

6-189. Capital obligations; approval;
convertibility

A. A capital obligation is an unsecured indebtedness of the bank subordinate to the
claims of depositors and all other creditors of the bank regardless of whether the claims
arose before or after the issuance of the note or debenture representing the capital
obligation. In the event of liquidation all depositors and other creditors of the bank
are to be paid in full before any payment of principal or interest is made on capital
obligations.

B. No capital obligations shall be incurred without the prior order of approval of
the superintendent. Capital obligations authorized by such order may be retired in
accordance with the mandatory payment provisions of the obligation without further
authorization. No payment shall be made under an optional right of payment reserved to
the bank without the separate authorization of the superintendent which may be granted in
his initial order of approval or by subsequent order.

C. Capital obligations may be convertible into shares of any class of stock in
accordance with their terms approved by the superintendent. No shareholder has any
preemptive right to purchase capital obligations or to purchase stock issued upon
conversion of capital obligations unless provided by the articles of incorporation or
specified in the corporate authority to incur the obligation.