Prospectus excerpt:   $45,000,000 aggregate principal amount of trust preferred securities by the Trust, which represent preferred undivided interests in the assets of the Trust. The Trust?s assets will consist solely of our debentures and payments received on the debentures.

Use of proceeds from this offering: The Trust will use all of the proceeds from the sale of the trust preferred securities to purchase our debentures. We intend to use our net proceeds from the sale of the debentures to the Trust and the concurrent offering of our common stock described below to satisfy our obligations pursuant to the settlement agreements described in the section of this prospectus captioned ÙLitigation and Settlement.ˆ We intend to use the remaining net proceeds from this offering and the concurrent offering of our common stock to reduce our outstanding term loan. See the section of this prospectus captioned ÙUse of Proceeds.ˆ

When distributions will be paid to you: Holders of trust preferred securities are entitled to receive cumulative cash distributions at a 9.75% annual rate. Distributions will accumulate from the date the Trust issues the trust preferred securities and are to be paid quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning with the first such date after issuance. As long as the trust preferred securities are represented by a global security, the record date for distributions on the trust preferred securities will be the business day prior to the distribution date. The Trust may defer the payment of cash distributions, as described below.

When the trust preferred securities must be redeemed: The debentures will mature on, and the trust preferred securities must be redeemed by, October 21, 2032.

Redemption of the trust preferred securities before October 21, 2032 is possible: The Trust must redeem the trust preferred securities when the debentures are paid at maturity or upon any earlier redemption of the debentures. We may redeem all or part of the debentures at any time on or after October 21, 2007. In addition, we may redeem, at any time, all of the debentures if: there is a change in existing laws or regulations, or new official administrative or judicial interpretation or application of these laws and regulations, that causes the interest we pay on the debentures to no longer be deductible by us for federal tax purposes; or the Trust becomes subject to federal income tax; or the Trust becomes or will become subject to other taxes or governmental charges; there is a change in existing laws or regulations that requires the Trust to register as an investment company under the Investment Company Act of 1940; or there is a change in the capital adequacy guidelines of the Federal Reserve that results in the trust preferred securities not being counted as Tier 1 capital. We may also redeem debentures at any time, and from time to time, in an amount equal to the liquidation amount of any trust preferred securities we purchase, plus a proportionate amount of common securities, but only in exchange for a like amount of the trust preferred securities and common securities then owned by us. Redemption of the debentures prior to maturity will be subject to the prior approval of the Federal Reserve, if approval is then required. If your trust preferred securities are redeemed by the Trust, you will receive the liquidation amount of $25.00 per trust preferred security, plus any accrued and unpaid distributions to the date of redemption.

We have the option to extend the interest payment period: The Trust will rely solely on payments made by us under the debentures to pay distributions on the trust preferred securities. As long as we are not in default under the indenture relating to the debentures, we may, at one or more times, defer interest payments on the debentures for up to 20 consecutive quarters, but not beyond the scheduled maturity of the debentures. If we defer interest payments on the debentures: the Trust will also defer distributions on the trust preferred securities; the distributions you are entitled to will accumulate; and these accumulated distributions will earn interest at an annual rate of 9.75%, compounded quarterly, until paid. At the end of any deferral period, we will pay to the Trust all accrued and unpaid interest under the debentures. The Trust will then pay all accumulated and unpaid distributions to you. During an extension period, we are restricted from paying dividends or distributions on our capital stock or redeeming, purchasing or acquiring or making liquidation payments with respect to our capital stock, except for some exceptions.

You will still be taxed if distributions on the trust preferred securities are deferred: If a deferral of payment occurs, you will still be required to recognize the deferred amounts as income for federal income tax purposes in advance of receiving cash relating to these amounts, even if you are a cash-basis taxpayer.

Our full and unconditional guarantee of payment: Our obligations described in this prospectus, in the aggregate, constitute a full, irrevocable and unconditional guarantee by us, on a subordinated basis, of the obligations of the Trust under the trust preferred securities. Under the guarantee agreement, we guarantee the Trust will use its assets to pay the distributions on the trust preferred securities and the liquidation amount upon liquidation of the Trust. The guarantee, however, does not apply when the Trust does not have sufficient funds to make the payments. If we do not make payments on the debentures, the Trust will not have sufficient funds to make payments on the trust preferred securities. In this event, your remedy is to institute a legal proceeding directly against us for enforcement of payments under the debentures. We may distribute the debentures directly to you We may, at any time, dissolve the Trust and distribute the debentures to you, subject to the prior approval of the Federal Reserve, if required. If we distribute the debentures, we will use our best efforts to list them on a national securities exchange or comparable automated quotation system. How the securities will rank in right of payment: The Trust?s obligations under the trust preferred securities are unsecured, and the trust preferred securities will rank equally with the common securities of the Trust with regard to right of payment. The Trust will pay distributions on the trust preferred securities and the common securities pro rata. However, if we default with respect to the debentures, then no distributions on the common securities of the Trust or our capital stock will be paid until all accumulated and unpaid distributions on the trust preferred securities have been paid. Our obligations under the debentures and the guarantee are unsecured and generally will rank junior in priority to our existing and future senior and subordinated indebtedness. However, these subordinated obligations would entitle the debentures, and consequently, the trust preferred securities, to receive the liquidation value prior to any distribution to the holders of our capital stock. Because we are a holding company, the debentures and the guarantee also will effectively be subordinated to all depositors? claims, as well as existing and future liabilities of our subsidiaries.