UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant

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☒	Preliminary Proxy Statement
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	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

TRINITY CAPITAL CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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December [Ÿ], 2016

Dear Stockholder:

On behalf of the Board of Directors and management of Trinity Capital Corporation, we cordially invite you to attend the 2016 Annual Meeting of Stockholders of Trinity Capital Corporation to be held on January 25, 2017 at the Buffalo Thunder Resort, 20 Buffalo Thunder Trail, Santa Fe, New Mexico 87506.  The annual meeting will begin at 4:30 p.m. MST with a reception beginning at 3:30 p.m. MST.

At the annual meeting, you will be asked to vote on the following proposals:

1.To elect three Class III directors to serve until the 2018 annual meeting of stockholders and until their respective successors are elected and qualified;

2.To elect two Class I directors to serve until the 2019 annual meeting of stockholders and until their respective successors are elected and qualified; 

3.To approve an amendment to our Articles of Incorporation to authorize a class of non-voting common stock;

4.To conduct a non-binding advisory vote on the compensation of our named executive officers;

5.To ratify the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016; and

6.To transact any other business as may properly come before the annual meeting or any adjournments or postponements thereof.

In addition, we will review significant accomplishments and events since our 2014 annual meeting of stockholders, which was held on January 22, 2015.  As a result of the need to restate our financial statements, we did not hold an annual meeting for 2015.

We recommend that you vote your shares for the Class III and Class I director nominees, for the amendment to our Articles of Incorporation, for the compensation of our named executive officers and for the ratification of Crowe Horwath LLP as our independent registered public accounting firm.

We look forward to seeing and visiting with you at the meeting.

Very truly yours,

/s/ John S. Gulas

John S. Gulas

President and Chief Executive Officer

TRINITY CAPITAL CORPORATION

1200 Trinity Drive

Los Alamos, New Mexico  87544

(505) 662-5171

NOTICE OF 2016 ANNUAL STOCKHOLDER MEETING

TO BE HELD ON JANUARY 25, 2017

Notice is hereby given that the 2016 Annual Meeting of Stockholders of Trinity Capital Corporation ("Trinity") will be held at the Buffalo Thunder Resort, 20 Buffalo Thunder Trail, Santa Fe, New Mexico 87506, on January 25, 2017, at 4:30 p.m. MST (the "Annual Meeting") for the following purposes:

(1)	To elect as directors the three Class III nominees named in the accompanying proxy statement to serve until the 2018 annual meeting of stockholders and until their respective successors are elected and qualified, subject to their earlier death, resignation or removal;
(2)	To elect as directors the two Class I nominees named in the accompanying proxy statement to serve until the 2019 annual meeting of stockholders and until their respective successors are elected and qualified, subject to their earlier death, resignation or removal;
(3)	To approve an amendment to Trinity's Articles of Incorporation to authorize a class of non-voting common stock, as described in the accompanying proxy statement;
(4)	To conduct a non-binding advisory vote on the compensation of our named executive officers, as disclosed in the accompanying proxy statement;
(5)	To ratify the selection of Crowe Horwath LLP as Trinity's independent registered public accounting firm for the fiscal year ending December 31, 2016; and
(6)	To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

Only stockholders of record at the close of business on December [Ÿ], 2016 are entitled to receive notice of and vote at the Annual Meeting.

Your participation in these matters is important, regardless of the number of shares you own. Whether or not you expect to attend the Annual Meeting, we urge you to consider the accompanying proxy statement carefully and vote online or complete, sign, date and promptly return the proxy card so that your shares may be voted in accordance with your wishes and the presence of a quorum is assured. The giving of a proxy does not affect your right to later vote in person in the event you attend the Annual Meeting. Any stockholder who executes a proxy may revoke it at any time before it is exercised.

By Order of the Board of Directors

Arthur B. Montoya, Jr.

Secretary

December [Ÿ], 2016

Proxy Statement

This proxy statement (the "Proxy Statement") is being furnished to stockholders of Trinity Capital Corporation, a New Mexico corporation ("Trinity," "the Company," "we," "us" or "our"), in connection with the solicitation by Trinity's Board of Directors (the "Board") of proxies to be used at the annual meeting of stockholders to be held at the Buffalo Thunder Resort, 20 Buffalo Thunder Trail, Santa Fe, New Mexico 87506, on January 25, 2017, at 4:30 p.m. MST, and at any adjournments or postponements thereof (the "Annual Meeting"), for the purposes set forth in the accompanying Notice of Annual Meeting.  You may obtain directions to the Annual Meeting by visiting our website at https://www.lanb.com/home/customer-service/faqs/faqs-company.

Trinity's 2015 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the "2015 Annual Report"), along with this Proxy Statement (together referred to as the "Proxy Materials"), are first being made available to stockholders on or about December [Ÿ], 2016. Our 2015 Annual Report is not incorporated into this Proxy Statement and is not to be considered a part of this Proxy Statement or as soliciting materials.

Householding

We have adopted a procedure approved by the U.S. Securities and Exchange Commission ("SEC") called "householding." Under this procedure, stockholders of record who have the same residential address or post office box and last name, or are reasonably believed by us to be members of the same family, will receive only one copy of the Proxy Materials, unless one or more of these stockholders notifies us that they wish to continue to receive individual copies.

Stockholders who participate in householding will receive a separate instruction page for online voting and a separate proxy card for each account under which they own shares. Please note that householding does not in any way affect dividend check mailings and deposits.

Stockholders Entitled to Vote at the Annual Meeting

Only stockholders of record as of 5:00 p.m. MST on December [Ÿ], 2016, which is the "Record Date," are entitled to vote at the Annual Meeting and are entitled to cast one vote for each share of common stock of Trinity owned. As of the Record Date, there were [Ÿ] shares of common stock outstanding.  Accordingly, there are [Ÿ] votes entitled to be cast at the Annual Meeting.  Holders of Trinity's Fixed Rate Cumulative Perpetual Preferred Stock, Series A and Series B, issued in connection with the Company's participation in the U.S. Department of the Treasury's Capital Purchase Plan (the "TARP Preferred Stock") are not entitled to vote the shares of TARP Preferred Stock on any of the matters expected to be presented at the Annual Meeting.

Votes cast in person or represented by proxy at the Annual Meeting will be tabulated by the inspector of election. The inspector of election will also determine whether or not a quorum is present.

Shares Required to Hold the Annual Meeting

In order for the Annual Meeting to be conducted, at least a majority of the outstanding shares of our common stock as of the record date must be present in person or represented by proxy at the Annual Meeting. This is referred to as a quorum. Abstentions, withheld votes and shares held of record by a bank, broker or other nominee that are voted on any matter (broker shares) are included in determining the number of votes present. Broker shares that are not voted on any matter will not be included in determining whether a quorum is present.

A "broker non-vote" occurs when you hold your shares in street name and your bank, broker or other nominee cannot vote your shares on a proposal because you have not provided such bank, broker or other nominee with instructions as to how your shares should be voted.  Under the rules of the New York Stock Exchange, which govern brokers, brokers may only vote your shares in their discretion on "routine matters." The only routine matter to be voted on at the Annual Meeting is the ratification of Crowe Horwath LLP ("Crowe Horwath") as our independent registered public accounting firm.  Thus, if you hold shares in street name and do not instruct your bank, broker or other nominee how to vote with respect to (1) the election of the Class III and Class I directors, (2) the amendment to Trinity's Articles of Incorporation (the "Articles of Incorporation") to authorize a class of non-voting common stock or (3) the compensation for our named executive officers, your bank, broker or other nominee cannot vote your shares on your behalf with respect to such proposals.

Matters to be Voted on at the Annual Meeting

You will be voting on the following matters at the Annual Meeting:

(1)	To elect as directors the three Class III nominees named in this Proxy Statement to serve until the 2018 annual meeting of stockholders and until their respective successors are elected and qualified;
(2)	To elect as directors the two Class I nominees named in this Proxy Statement to serve until the 2019 annual meeting of stockholders and until their respective successors are elected and qualified;
(3)	To approve an amendment to the Articles of Incorporation to authorize a class of non-voting common stock, as described in this Proxy Statement;
(4)	To conduct a non-binding advisory vote on the compensation of our named executive officers, as disclosed in this Proxy Statement;
(5)	To ratify the selection of Crowe Horwath as our independent registered public accounting firm for the fiscal year ending December 31, 2016; and
(6)	To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

Vote Required to Approve Each Proposal

Election of Directors.  In accordance with Trinity's Amended and Restated Bylaws (the "Bylaws"), directors are elected by a majority of the votes cast.  A majority of the votes cast means that the number of votes "FOR" a nominee must exceed the number of votes "AGAINST" that nominee.  Broker non-votes and abstentions will not be considered votes cast and, therefore, will have no impact on the approval of this matter.

Amendment to the Articles of Incorporation.  The affirmative vote of the holders of a majority of the outstanding shares entitled to vote at the Annual Meeting is required to approve the amendment to the Articles of Incorporation authorizing a class of non-voting common stock (the "Amendment").  Failure to execute and return a proxy card or otherwise to vote at the Annual Meeting will have the same effect as a vote "AGAINST" the proposal. Broker non-votes and abstentions will have the same effect as a vote "AGAINST" the proposal.

Advisory Vote on Executive Compensation. The affirmative vote of the holders of a majority of the votes cast is necessary to approve the non-binding, advisory proposal regarding the compensation of Trinity's named executive officers. A majority of the votes cast means that the number of votes "FOR" the proposal must exceed the number of votes "AGAINST" the proposal.  Broker non-votes and abstentions will not be considered votes cast and, therefore, will have no impact on the approval of this matter.

Ratification of Selection of Independent Registered Public Accounting Firm. The affirmative vote of the holders of a majority of the votes represented and voting in person or by proxy at the Annual Meeting is necessary to ratify the selection of Crowe as the independent registered public accounting firm of Trinity for the current fiscal year.  Abstentions are not counted toward the ratification of the selection of Crowe as the independent registered public accounting firm and thus will have no impact on the approval of this matter.  However, the ratification of auditors has been determined to be a "routine" matter upon which your broker has the authority to vote uninstructed shares.  Accordingly, brokers will have the authority to vote on the ratification of the selection of Crowe as the independent registered public accounting firm if no voting instructions are provided.

Voting Instructions

Your vote is very important. If you are the record holder of your shares (i.e., you hold your shares in your own name with our transfer agent, Continental Stock & Transfer Company, as opposed to through a bank, broker or other nominee), you may vote either online, by mail or in person at the Annual Meeting. The following are instructions for record holders on how to vote using each of the methods provided by Trinity. Instructions for shareholders who hold shares through a bank, broker or other nominee are provided below under "Voting Instructions – Street Name Shareholders."

Voting Online. The proxy card will include online voting information and the codes necessary to vote online. You will receive separate log-in codes for each of your accounts. This information is designed to authenticate your identity and to allow you to vote your shares and confirm that your instructions have been properly recorded.

ᶱ	You may log on and vote at your convenience, 24 hours a day, 7 days a week. The deadline for voting online is 4:30 p.m. MST on January 25, 2017.
ᶱ	If you have multiple accounts, you must repeat the process for each account in order for all shares to be voted.
ᶱ	If you vote online and do not wish to change your vote, please do not complete and return the proxy card.
ᶱ	Answers to Frequently Asked Questions and instructions for online voting can be found on the Company's webpage at https://www.lanb.com/home/customer-service/faqs/faqs-company.

Voting by Mail. Complete, sign and date each proxy card and mail it to Trinity in the accompanying pre-addressed envelope.No postage is required if mailed in the United States.

Voting in Person.If you want to vote in person, please come to the Annual Meeting.We will distribute written ballots to anyone who wants to vote at the Annual Meeting. Please note, however, that if your shares are held in the name of your broker or fiduciary, you will need to arrange to obtain a legal proxy from your broker or fiduciary, as described above, in order to vote in person at the meeting. Even if you plan to attend the Annual Meeting, we encourage you to vote online or complete, sign, date and return your proxy card in advance of the Annual Meeting in case your plans change.

Failure to Vote

If you own your shares as a registered holder, which means that your shares of our common stock are registered in your name with Continental Stock & Transfer Company, our transfer agent, your shares will be voted only if you submit your vote over the Internet or if you return a signed proxy card. Otherwise, your shares will not be represented at the Annual Meeting and will not count toward the quorum requirement, which is explained under "Shares Required to Hold the Annual Meeting" above, unless you attend the Annual Meeting to vote them in person.

Failure to Give Voting Instructions

Stockholders should specify their choice for each proposal as provided on the Internet or on a proxy card. If you are a stockholder of record and indicate when voting over the Internet that you wish to vote as recommended by the Board, or if you return a signed proxy card without giving specific voting instructions, then the proxy holders will vote your shares:

FOR the election of all Class III nominees for director;

FOR the election of all Class I nominees for director;

FOR the approval of the Amendment to the Articles of Incorporation;

FORthe approval, on a non-binding advisory basis, of the compensation of Trinity's named executive officers; and

FORthe ratification of the appointment of Crowe Horwath as the independent registered public accounting firm of Trinity for the fiscal year ended December 31, 2016.

As to any other business that may properly come before the Annual Meeting, the proxy holders will vote the shares of our common stock represented by the proxy in the manner as the Board may recommend, or otherwise in the proxy holders' discretion. The Board does not presently know of any other such business.

Street Name Stockholders

Stockholders who hold shares of our common stock through a bank, broker or other nominee ("street name stockholders") should be provided with the Proxy Materials, including voting instruction cards, by the institution that holds their shares. If you are a street name stockholder and have not received the Proxy Materials, including a voting instruction card, from your bank, broker or other nominee, please contact the institution that holds your shares.

Street name stockholders may also be eligible to vote their shares over the Internet or by telephone by following the voting instructions provided by the bank, broker or other nominee that holds the shares, using either the Internet address or the toll-free telephone number provided on the voting instruction card (if the bank, broker or other nominee provides these voting methods). Otherwise, please complete, sign and date the voting instruction card and return it promptly.

Changing a Vote; Revocation of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the polls are closed for voting at the Annual Meeting by:

● Voting over the Internet;

● Timely delivering a written notice of revocation to Trinity Capital Corporation, Post Office Box 60, Los Alamos, New Mexico 87544, Attention: TCC Stock Representative;

● Timely delivering a duly executed proxy bearing a later date to Trinity at the address above; or

● Attending the Annual Meeting and voting in person.  Attendance at the Annual Meeting will not itself revoke a proxy.

If you are a street name stockholder, you must follow the instructions found on the voting instruction card provided by your bank, broker or other nominee to change your vote or revoke your previously given voting instructions.

Cost of Soliciting Proxies

Proxies may be solicited by the directors, officers and other employees of Trinity in person or by telephone, facsimile, electronic mail or U.S. mail without additional compensation. The cost of soliciting proxies will be borne by Trinity.

List of Stockholders

Pursuant to state law and our Bylaws, the names of the stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and the ten (10) days prior to the Annual Meeting, during regular business hours, at our corporate offices located at 1200 Trinity Drive, Third Floor, Los Alamos, New Mexico 87544.

Contact Us

You may find copies of Trinity's Proxy Materials at www.lanb.com under the "TCC Annual Report" link. You may find copies of all of Trinity's filings on the SEC's website at http://www.sec.gov or through Trinity's website at http://www.lanb.com/home/tcc-investor-relations/SEC-Filings. Please contact our transfer agent, Continental Stock & Transfer Company, to make any of the following requests:

ᶱ	if you wish to receive paper copies of proxy materials for subsequent annual meetings (please specify);
ᶱ	if you currently receive multiple copies of the Proxy Materials and wish to receive only a single copy of these documents for your household;
ᶱ	if you currently receive one copy of Proxy Materials and wish to receive separate copies and do not wish to participate in householding; or
ᶱ	if you need to change or correct your name, address or other information.

You may contact Continental at:

By Telephone at:	(212) 509-4000
By E-Mail at:	www.continentalstock.com/contact
By U.S. Mail at:	Trinity Capital Corporation
	c/o Continental Stock & Transfer Company
	17 Battery Place, 8th Floor
	New York, NY  10004

For all other questions, please see our Frequently Asked Questions and instructions for online voting on the TCC Annual Meeting webpage at https://www.lanb.com/home/customer-service/faqs/faqs-company or contact us at:

By Telephone at:	(505) 622-5171
By E-Mail at:	tcc@lanb.com
By U.S. Mail at:	Trinity Capital Corporation
	Post Office Box 60
	Los Alamos, New Mexico 87544

Other Matters

Management knows of no other business that may be brought before the Annual Meeting, including matters incident to the conduct of the Annual Meeting. It is the intention of the persons named as proxies on the proxy card to vote such proxies in accordance with their best judgment on any other matters that may be brought before the Annual Meeting.

ITEM I: ELECTION OF CLASS III DIRECTORS

Board Composition

The Board is divided into three classes with one class elected each year to serve for a three-year term.  The Board currently consists of nine directors.

Right of Holders of TARP Preferred Stock to Elect Directors

The holders of the TARP Preferred Stock are entitled to receive quarterly dividends, if and as declared by the Board.  If the Company defers and does not pay dividends on the TARP Preferred Stock for an aggregate of six quarterly periods or more, holders of the TARP Preferred Stock have the right to elect two directors to fill newly-created positions on the Board to serve until all accrued and unpaid dividends for all past dividend periods on all outstanding shares of TARP Preferred Stock have been declared and paid in full.

The Company has deferred more than six quarterly dividend payments on the TARP Preferred Stock. However, the holders of the TARP Preferred Stock have not notified the Company of any intention to exercise their right to elect directors. Subject to the receipt of regulatory approval, Trinity intends to use a portion of the proceeds from the private placement described on page [Ÿ] of this proxy statement to repurchase all of the outstanding shares of TARP Preferred Stock.

Class III Director Nominees

The following descriptions provide the experience, qualifications, attributes and skills for each person who has been nominated for election as a Class III director that caused the Board to determine that the individual should serve as a Class III director.

CLASS III DIRECTOR NOMINEES

Nominee

Principal Occupation, Directorships, Qualifications, Attributes and Skills

JAMES E. GOODWIN, JR. Age 68 Director Since 2013

Mr. Goodwin, age 68, has served as a member of the Boards of Directors of Trinity and the Bank since 2013. He is the Chair of the Audit Committee and serves as the audit committee financial expert, as defined under the SEC rules and regulations. Mr. Goodwin is also a member of the Board's Executive, Compensation, Loan and Enterprise Risk Management Committees. He was a Partner in the firm of PricewaterhouseCoopers LLP ("PwC") and served as a member of the firm's U.S. Board of Partners and Principals.  Mr. Goodwin currently serves on PwC's Retired Partners Committee. Mr. Goodwin is a graduate of Virginia Polytechnic Institute and State University with a B.S. in Accounting and served on the Advisory Board for its College of Business-Department of Accounting and Information Technology.  He was a Certified Public Accountant in various states from 1973 until his retirement in 2009.  Mr. Goodwin is a member of the Board of Directors of The National Dance Institute of New Mexico.   He also serves as a member of the Audit Committee of the New Mexico State Investment Council.  Mr. Goodwin served on the Board and as Treasurer of the Museum of New Mexico Foundation for a number of years and is currently a member of its Advisory Board.   He was a member of the Boards of the School of Advance Research and the Cancer Foundation of New Mexico, both located in Santa Fe.  Mr. Goodwin served as President of the Alzheimer's Association/Greater Houston Chapter and as the Treasurer of the Big Brothers/Big Sisters of Greater Memphis.  He also served on the Boards of these organizations as well as the National Conference of Christians and Jews, Memphis Chapter, and the Japan/American Society of Houston. Mr. Goodwin brings extensive accounting, auditing, financial reporting and risk management experience to the Board.  He served at PwC for over 39 years in a wide range of U.S. and Global leadership, audit and risk management positions and served as the lead engagement partner on a number of PwC's largest clients.  During his career at PwC, Mr. Goodwin worked closely with senior management, boards of directors and audit committees of large multinational companies and his experience provides him with a unique perspective of the complex issues facing businesses.

Nominee

Principal Occupation, Directorships, Qualifications, Attributes and Skills

JEFFREY F. HOWELL Age 64 Director Since 2002

Ms. Howell, age 64, has served as a member of the Boards of Directors of Trinity and Los Alamos National Bank (the "Bank" or "LANB") since 2002 and was Chair of the Board OF Trinity from 2004 to 2008 and chaired the Audit Committee from 2003 to 2014.  She is currently Chair of the Board's Enterprise Risk Management Committee and a member of the Board's Audit and Trust and Investment Committees.  She was President of Howell Fuel and Lumber Company of Wallkill, New York from 2001 to 2008.  She was founder and managing Director of Howell Meyers Associates, an executive search firm specializing in non-profit and educational institutions, headquartered in Cambridge, Massachusetts from 1997 to 2001.  From 1985 to 1997 she served in several capacities at Harvard University, first as Associate Director for Administration at the Harvard College Observatory and then as Assistant Dean for Financial Operations in the Faculty of Arts and Sciences.  She was an accountant in the Emerging Business Services Group at Coopers & Lybrand (now PwC) from 1982 to 1984 after receiving a Masters of Business Administration from Yale University. Active in charitable and community organizations, Ms. Howell is President of the Delle Foundation which invests in education, the environment, health and other causes, primarily in northern New Mexico.  She has served in various capacities, including as president and treasurer, at the Los Alamos National Laboratory Foundation since 2002 and is a member of the J. Robert Oppenheimer Memorial Committee, the League of Women Voters of Los Alamos, and Los Alamos Friends of the Shelter.  She is the chair of the Advisory Council of the Lady Bird Johnson Wildflower Center of the University of Texas at Austin. Ms. Howell brings broad experience in the management and operation of non-profit organizations and strong analytical abilities to her service on the Board.

Nominee

Principal Occupation, Directorships, Qualifications, Attributes and Skills

ARTHUR B. MONTOYA, JR. Age 53 Director Since 2001

Dr. Montoya, age 53, has served as a member of the Boards of Directors of Trinity and the Bank since 2001. Dr. Montoya has served as Secretary for the Bank since 2012 and as Secretary for Trinity since 2015. He is Chair of the Board's Nominating and Corporate Governance Committee and is a member of the Board's Audit and Trust and Investment Committees. Dr. Montoya runs a successful dental practice in Los Alamos, New Mexico. Dr. Montoya has been on the Pajarito Homeowners' Association Board of Directors and is a past Chairman, taught religious education at Immaculate Heart of Mary Catholic Church, is a past Chairman and a member of the Board of Directors of the Los Alamos Chamber of Commerce, a past member of the Board of Directors for the Los Alamos Historical Society, a past Chairman and member of the Board of Directors for the Los Alamos Medical Center, is active in the Northern New Mexico Interdisciplinary Study Club, has coached little league girls basketball at the Los Alamos Middle School, assisted with the Los Alamos Fusion Volleyball Club, and is involved with Special Olympics Los Alamos. Dr. Montoya provides insight from his experience as a small business owner as well as from the dental and general medical community.  Dr. Montoya has served the community through his participation in various boards and organizations.

Recommendation of the Board of Directors

The Board recommends a vote "FOR" the election of each Class III director nominee listed above.

ITEM II: ELECTION OF CLASS I DIRECTORS

The following descriptions provide the experience, qualifications, attributes and skills for each person who has been nominated for election as a Class I director that caused the Board to determine that the individual should serve as a Class I director.

CLASS I DIRECTOR NOMINEES

Nominee		Principal Occupation, Directorships, Qualifications, Attributes and Skills
GREGORY ("GREGG") A. ANTONSEN Age 63 Director Since 2015	Mr. Antonsen, age 63, has served as a member of the Boards of Directors of Trinity and the Bank since June 2015. Mr. Antonsen serves on the Nominating and Corporate Governance, Enterprise Risk Management and Compensation Committees. Mr. Antonsen is the Senior Vice President and Qualifying Broker at Sotheby's International Realty Santa Fe. Mr. Antonsen has been at Sotheby's International Realty since 2011. Prior to joining Sotheby's International Realty, Mr. Antonsen served for eight years as Senior Vice President for Business Development with Christie's International Real Estate, headquartered in Santa Fe, where he oversaw management of regional offices and business growth throughout North America. Mr. Antonsen was the founder of Antonsen, Garrett & Associates, Ltd., a boutique real estate firm in Hawaii and also conducted a solo law practice for ten years. Mr. Antonsen earned his Bachelors of Art degree from Gustavus Adolphus College in St. Peter, Minnesota and a Juris Doctorate from William Mitchell College of Law in St. Paul, Minnesota.  Mr. Antonsen brings more than 30 years of experience with real estate, marketing and management.

Nominee		Principal Occupation, Directorships, Qualifications, Attributes and Skills
CHARLES A. SLOCOMB Age 70 Director Since 1999	Mr. Slocomb, age 70, has been a member of the Boards of Directors of Trinity and the Bank since 1999. Mr. Slocomb has served as Vice-Chairman of the Board of Trinity and the Bank since 2014. Mr. Slocomb is a member of the Board's Enterprise Risk Management, Loan,  Executive, Nominating and Corporate Governance and Audit Committees.  He retired from the Los Alamos National Laboratory in August 2004 and is currently employed by COMPA in Los Alamos mostly doing consulting work for the NNSA in the area of high performance computing. He held various management positions at the Laboratory, including Project Director, Division Director and Group Leader. He also serves as a member of the Road Committee of Laguna Vista Land Owners Association and as a volunteer firefighter for the Laguna Vista Volunteer Fire Department. Mr. Slocomb's qualifications include his expertise in technology and computing, including data security.  Mr. Slocomb lived in Los Alamos for 30 years before moving to Santa Fe in 2004. He has extensive knowledge about our communities and the Laboratory, which constitutes a major employer and business in the Company's markets.

Recommendation of the Board of Directors

The Board recommends a vote "FOR" the election of each Class I director nominee listed above.

CONTINUING DIRECTORS

Director		Principal Occupation, Directorships, Qualifications, Attributes and Skills
JOHN S. GULAS Age 58 Director Since 2014	Mr. Gulas, age 58, has served as a member of the Boards of Directors of Trinity and the Bank since May 2014. Mr. Gulas also serves as the Chief Executive Officer and President of both Trinity and the Bank. Mr. Gulas is a member of the Executive, Loan, Enterprise Risk Management, and Trust and Investment Committees. Prior to joining Trinity and the Bank, Mr. Gulas served as President and Chief Executive Officer for Farmers National Bank headquartered in Canfield, Ohio from 2010 to 2014, and served as Chief Operating Officer for Farmers National Bank from 2008 to 2010. Mr. Gulas served as President and Chief Executive Officer for Sky Trust, Co, N.A., a subsidiary of Sky Financial from 2005 to 2007. In his 26-year banking career, Mr. Gulas has also held executive positions at UMB, Wachovia Corporation, and KeyCorp. Mr. Gulas is a graduate of Youngstown State University and the University of Toledo College of Law. Mr. Gulas has also been very active in business development and charitable organizations. These activities included serving as a Director of the Regional Chamber Foundation in Youngstown/Warren, Ohio, the Better Business Bureau, the Mahoning Valley Economic Development Corporation, the Ohio Bankers League, the Youngstown Business Incubator, the Ohio Foundation of Independent Colleges, the Achievement Centers for Children, the Museum of Labor and Industry, the Great Trail Girl Scout Council, the Kansas City Arts Council Advisory Board, the Dayton Ballet and the Atlanta Ballet. Mr. Gulas currently serves as a director for the Santa Fe Chamber of Commerce, the Los Alamos Commerce and Development Corporation, the New Mexico Bankers Association, and the Los Alamos National Laboratory Foundation. Mr. Gulas brings extensive banking, management and strategic planning experience to the Board and the management of Trinity and the Bank. Mr. Gulas has a track record of improved performance, increasing stockholder value and growth in a community bank environment. Mr. Gulas was recognized by the American Bankers Association for leading Farmers National Bank to national acclaim as one of the top community banks in the country, and under Mr. Gulas' management in 2013 and 2014 Farmers National Bank was named by Bank Director magazine as one of the best banks with $1-5 billion in assets.

Director		Principal Occupation, Directorships, Qualifications, Attributes and Skills
LESLIE NATHANSON JURIS Age 70 Director Since 2015	Ms. Nathanson Juris, age 70, has served as a member of the Boards of Directors of Trinity and the Bank since September 2015. Ms. Nathanson Juris serves as a member of the Board's Enterprise Risk Management and Nominating and Corporate Governance Committees. Ms. Nathanson Juris is the Founder and has been Managing Director of Nathanson/Juris Consulting, which advises corporate executives on issues of strategy, leadership, organizational and personal performance. Ms. Nathanson Juris has extensive experience in serving on corporate boards, including serving as Board Member for Ameristar Casinos, Inc. from 2003 to 2013; as Advisory Board Member to Chas. Levy Company, LLC from 1999 to 2011; Advisory Board Member to Successories from 2000 to 2003; and as a Board Member to Quill from 1995 to 1998.  Ms. Nathanson Juris also has extensive experience serving on non-profit boards, including National Dance Institute, New Mexico (NDI) from 2003 to present; Emeritus Director to Creativity for Peace from 2005 to present; and as Advisory Board Member for BeCause Foundation from 2007 to present. Ms. Nathanson Juris earned her Ph.D. in Organizational Behavior, Labor Relations, and her Master's Degree in Educational Leadership and Administration from Northwestern University where she also served as an Adjunct Professor at Kellogg School of Management from 1999 to 2010. Ms. Nathanson Juris earned her Bachelor's Degree from Tufts University. Ms. Nathanson Juris brings extensive experience from corporate and non-profit boards, organizational management, and strategic planning to the Boards of Trinity and the Bank.
Director		Principal Occupation, Directorships, Qualifications, Attributes and Skills
JERRY KINDSFATHER Age 67 Director Since 1984	Jerry Kindsfather, age 67, has served as the Chair of the Board of Directors of Trinity since June 2012 and previously served as Chairman from 2000 to 2004. Mr. Kindsfather has served as the Chair of the Board of Directors of the Bank since February 2013. Mr. Kindsfather has served as a member of the Boards of Directors of Trinity and the Bank since 1984 and as a member of the Board of Directors of Title Guaranty since May 2000. He is the Chair of the Executive and Loan Committees and a member of the Compensation and Enterprise Risk Management Committees. Mr. Kindsfather retired in November 2003 after serving as President of AKC, Inc. since 1970 and as co-owner of Ed's Foods, a retail grocery store located in Los Alamos, New Mexico.  Mr. Kindsfather is a partner in J&G Investments and is a managing member of KKSE, LLC. Mr. Kindsfather has business management experience and experience as a small business owner.  Mr. Kindsfather has extensive accounting and financial expertise.  Mr. Kindsfather has significant experience serving as a director for Trinity for 32 years.
Director		Principal Occupation, Directorships, Qualifications, Attributes and Skills
ROBERT P. WORCESTER Age 69 Director Since 1995	Mr. Worcester, age 69, has been a member of the Boards of Directors of Trinity and the Bank since 1995 and served as the Chairman of the Board of Directors from 2008 to 2012.  Mr. Worcester served as the Vice Chairman of the Board from 2004 to 2008.  Mr. Worcester is the Chair of the Compensation and Trust and Investment Committees. He is also a member of the Audit and Loan Committees.  Mr. Worcester retired in October 2014 after practicing law for 40 years.  Mr. Worcester most recently practiced at the firm of Sommer Udall Sutin Law. He was previously the President and a 50% stockholder of Worcester & McKay, LLC which merged with Sommer Udall Sutin Law in 2013.  Mr. Worcester has been recognized by "The Best Lawyers in America" for the last 21 years and was recently recognized by "Outstanding Lawyers in America" and in "Super Lawyers of the Southwest."  He has received the certification of AV Preeminent from Martindale-Hubbell.  He is also a Fellow of the American College of Trust and Estate Council since 1988 and past President of the Santa Fe Estate Planning Council.  He is the past President of the Georgia O'Keefe Foundation, a past member and Secretary of the Board of Directors of the Veritas Foundation, and a past member and Secretary of the Board of Directors of the Don and Susan Meredith Foundation.   In addition, Mr. Worcester serves as a member of the Board of Directors and President of the Peters Family Art Foundation, as a member of the Board of Directors and as President of the John Bourne Foundation, and as a member of the Board of Directors and Secretary of the Allan Houser Foundation. Mr. Worcester's qualifications include his knowledge and expertise as a trust and estate attorney.  Mr. Worcester has knowledge of a broad range legal and business issues.  Mr. Worcester also serves the communities through professional, educational and community service organizations.

CORPORATE GOVERNANCE

Trinity periodically reviews its corporate governance policies and procedures to provide for accurate and transparent reporting and to maintain compliance with the laws, rules and regulations that govern the operations of Trinity and its wholly-owned subsidiaries. As part of this periodic corporate governance review, the Board may amend, modify or adopt corporate governance policies and practices for Trinity, as appropriate.

Director Independence

It is Trinity's policy that the Board consists of a majority of independent directors. The Board has determined that each of Messrs. Goodwin, Kindsfather, Montoya, Jr., Slocomb, Worcester and Antonsen and Mmes. Howell and Nathanson Juris is "independent," as defined by NASDAQ.  In making these determinations, the Board was aware of and considered the loan and deposit relationships with directors and their related interests with which the Bank enters into in the ordinary course of business, and any other arrangements which would fall within the provisions described under "Certain Relationships and Related Transactions."

Board Leadership Structure

Trinity's leadership structure since inception has been organized such that the positions of Chairman of the Board and the Chief Executive Officer are filled by two different persons. Currently, Mr. Kindsfather serves as Chairman and Mr. Gulas serves as Chief Executive Officer.  In today's challenging economic and regulatory environment, the Chief Executive Officer is required to devote substantial time, effort and energy to his position and directors are required to devote substantial time, effort and energy to successfully navigate a variety of issues and guide the policies and practices of the companies they oversee.

Trinity believes that its current governance structure allows its Chief Executive Officer, Mr. Gulas, to focus his time and energy running the day-to-day operations of the Company and allows our Chairman, Mr. Kindsfather, who is an independent director, to lead the Board in its fundamental role of providing independent oversight of and advice to management. The Board believes its administration of its risk oversight function is enhanced by this leadership structure.

Code of Ethics

All directors and employees of Trinity and all of its subsidiaries, including Trinity's principal executive officer, principal financial officer and principal accounting officer or persons performing similar functions, are required to abide by Trinity's Code of Conduct (the "Code of Conduct").  Trinity does not maintain a separate code of ethics applicable solely to its directors, principal executive officer, principal financial officer and/or its principal accounting officer or the persons performing similar functions.  The Code of Conduct requires that the directors, executive officers, and employees of Trinity and its subsidiaries, avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner, and otherwise act with integrity and in Trinity's best interests.  Under the terms of the Code of Conduct, directors, executive officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Conduct.

Trinity's Code of Conduct is available on its website at https://www.lanb.com/docs/default-source/TCC/code-of-conduct-(2016-10-21).pdf?sfvrsn=4.

Board Risk Management

Oversight of risk management is central to the role of the Board. While the full Board is charged with ultimate oversight responsibility for risk management, various committees of the Board and members of management also have specific responsibilities with respect to our risk oversight. Each Board committee has been assigned oversight responsibility for specific areas of risk and risk management, and each committee considers risks within its areas of responsibility. For example, the Audit Committee is responsible for implementing internal audit controls and maintaining the safety, soundness and integrity of the institution by properly identifying, prioritizing, mitigating and managing risk and the steps taken to monitor and minimize such risks. As a result of determining that Trinity would restate certain of its financial statements, since 2012, the Company has been making many changes within the organization to strengthen the Company's controls, procedures and systems, specifically related to its financial controls and reporting. The Audit Committee has a prominent role in our credit risk management as well as our operational risk, the integrity of our financial statements, compliance, legal risk and overall policies and practices related to risk management. The day-to-day implementation is the responsibility of the Company's Internal Auditor. This individual is independent from management and reports directly to the Audit Committee, which provides regular updates to the full Board. Trinity's Audit Committee meets without management at least once annually with our external auditing firm, and individually with the Internal Auditor and Chief Financial Officer on a routine basis. The report of the Audit Committee is set forth in this Proxy Statement under the heading "Audit Committee Report" below.

The Compensation Committee is chiefly responsible for compensation-related risks. The report of the Compensation Committee is set forth in this Proxy Statement under the heading "Compensation Committee Report on Executive and Employee Compensation" below. In accordance with applicable requirements, the Compensation Committee conducts a risk based assessment of Trinity's compensation plans, policies and practices to determine whether such plans, policies and practices create risks that are reasonably likely to have a material adverse effect on Trinity. As part of its assessment, the Compensation Committee evaluated Trinity's compensation plans and programs to determine their propensity to cause undue risk relative to the level of risk associated with Trinity's business model and operations.

The Enterprise Risk Management Committee is tasked with providing a review of the risk management and practices of LANB, particularly with respect to the areas of credit risk, liquidity risk, interest rate risk, price risk, operational risk, compliance risk, strategic risk and reputational risk.  It is also tasked with achieving and maintaining compliance with the Written Agreement with the Board of Governors of the Federal Reserve System (the "Federal Reserve").

The Board of LANB also has a standing LANB Board Loan Committee which is responsible for implementing policies and procedures to provide business is conducted within defined risk tolerances for our lending function, including lending policies, credit trends, and concentrations. The LANB Board Loan Committee, along with the Audit Committee, reviews our risks related to credit exposure and the adequacy of our allowance for loan and lease losses and provides that the appropriate risk and compliance cultures exist at the organization.

Additionally, the Board conducts succession planning during which the chief executive officer discusses the development of talent throughout the organization.

The membership of these committees overlaps with each of our directors serving on several of the committees and all directors are invited to and often attend all committee meetings. Each committee reports to and makes recommendations to the full Board on significant or risk-related matters within its responsibilities. Such interlocking memberships and sharing of information allows the Board insight into the management of strategic, credit, market, liquidity, compliance, operational and reputational risks facing Trinity. Management provides reports and data to the Board committees as well as participating in discussions. The Board interacts with key members of management within the organization on a regular basis through both Board and committee meetings and has access to these individuals outside of formal meetings.

Meetings and Committees of the Board of Directors; Attendance at Annual Meetings

The Board met 22 times during the fiscal year ended December 31, 2015. Each director attended at least 75% of the aggregate of the total number of meetings of the Board and the total meetings of the committees on which he or she then served.

Attendance by our directors at the annual meetings of stockholders gives directors an opportunity to meet, talk with and hear the concerns of stockholders who attend those meetings. It is Trinity's policy that all directors shall attend the annual meetings, except in the event of illness or other unanticipated conflicts. All of the directors then serving attended Trinity's 2014 Annual Meeting of Stockholders held on January 22, 2015, except for one director who did not stand for re-election.

Compensation Committee

Messrs. Worcester (Chair), Antonsen, Goodwin, and Kindsfather serve on the Compensation Committee. The Compensation Committee met eight times during 2015. The Board has determined that each member of the Compensation Committee is "independent" as that term is defined by the SEC and NASDAQ. These committee members are "outside" directors under Section 162(m) of the Internal Revenue Code of 1986 and all are non-employee directors pursuant to Section 16 of the Exchange Act. The Compensation Committee has a written charter which may be found on the Bank's website at https://www.lanb.com/home/tcc-investor-relations/tcc-compensation-committee. The Compensation Committee of the Company also serves as the Compensation Committee of the Bank.

The Compensation Committee is responsible for making recommendations to the Board regarding (and, in some cases, setting) compensation and incentive compensation awards and plans, and other forms of compensation for senior management, as well as the contributions toward short- and long-term incentive compensation for all employees. The Compensation Committee is also responsible for reviewing and making recommendations to the full Board for all matters pertaining to compensation paid to directors for Board, committee and committee Chair services. The Compensation Committee, in accordance with its obligations under applicable rules and regulations of the federal banking regulators, periodically reviews and assesses the Company's compensation plans to provide that the risk-taking behavior incentivized by such plans is kept to an appropriate level. The Compensation Committee will, as necessary, amend or discontinue any plan or revise any company policy or procedure to meet its obligations under applicable rules and regulations of the federal banking regulators. The Compensation Committee also approves the Compensation Committee Report.

Audit Committee

Mr. Goodwin (Chair), Dr. Montoya, Messrs. Slocomb and Worcester and Ms. Howell currently serve on the Audit Committee. The Board has determined that Mr. Goodwin is an "audit committee financial expert" as defined under the SEC rules and regulations.  Each member of the Audit Committee is "independent" as that term is defined in the rules of NASDAQ and met the criteria for independence set forth in Rule 10A-3 of the Exchange Act. The Board has determined that each Audit Committee member is financially literate.  The Audit Committee of the Company also serves as the Audit Committee for the Bank.

The responsibilities of the Audit Committee include the following:

Ÿ	Selecting and retaining Trinity's independent registered public accounting firm, approval of the services they will perform and review of the results, both with management and in executive session with the independent registered public accounting firm;
Ÿ	Reviewing the performance of the independent registered public accounting firm;
Ÿ	Reviewing with management and the independent registered public accounting firm the systems of internal control, including the adequacy and effectiveness of the systems of internal controls over financial reporting and any significant changes in internal control over financial reporting, accounting practices and disclosure controls and procedures;
Ÿ	Reviewing annual and quarterly financial statements and other Trinity filings;
Ÿ	Reviewing internal audit reports and associated controls;
Ÿ	Instituting procedures for the receipt, retention and treatment of complaints received by Trinity regarding accounting, internal accounting controls or auditing matters; and
Ÿ	Assisting the Board in the oversight of:
o		the integrity of Trinity's consolidated financial statements and the effectiveness of Trinity's internal control over financial reporting; and
o		the independent registered public accounting firm's and Internal Auditor's qualifications and independence.

The Audit Committee will also carry out any other responsibilities delegated to the Audit Committee by the full Board. The report of the Audit Committee as required by the rules of the SEC is included in this Proxy Statement under the heading "Audit Committee Report." The Committee has adopted a written charter which can be found at LANB's website at http://www.lanb.com/home/tcc-investor-relations/tcc-audit-committee setting forth the Audit Committee's duties and functions. In 2015, the Audit Committee met five times.

Nominating and Corporate Governance Committee

The members of the Nominating and Corporate Governance Committee consist of Dr. Montoya (Chair), Messrs. Antonsen and Slocomb and Ms. Nathanson Juris. The Board has determined that each member of the Committee is "independent," as defined by NASDAQ. The purpose of the Committee is to evaluate and recommend to the Board nominees for consideration by Trinity's stockholders to serve as directors and to review and analyze the corporate governance policies and practices of Trinity. The Committee has adopted a written charter, which can be found on the Bank's website at https://www.lanb.com/home/tcc-investor-relations/tcc-ncgc-charter setting forth the Committee's duties and functions.  In 2015, the Nominating and Corporate Governance Committee met seven times.

Nominating Process. The Nominating and Corporate Governance Committee follows the nominating procedures contained in the Committee's charter located on LANB's website (see below) to identify, evaluate and select nominees for the Board. The Nominating and Corporate Governance Committee considers candidates suggested by the Board, management and stockholders. Existing directors whose terms will expire at the next annual meeting will automatically be evaluated as a director nominee unless that director expresses his or her intent not to stand for re-election.

After a new candidate for director is identified by the Board or properly nominated by a stockholder in accordance with the Bylaws, the Committee will compile the information required by the Bylaws and will make an initial determination whether to entertain the candidate based on information provided to the Committee, the directors' own knowledge and any other inquiries made by the Committee. This preliminary determination is also based on Trinity's director criteria, the current composition of the Board, the balance of management and independent directors, and the need for Audit Committee members or other expertise and any other factor deemed relevant by the Committee. The "independence" of non-management nominees will also be taken into account so that at least a majority of the Board will be made up of directors who satisfy the independence standards set forth by NASDAQ and the rules and regulations of the SEC.  Information regarding the nominating policies and procedures of the Committee, the director criteria and Trinity's Bylaws can be found on LANB's website at http://www.lanb.com/home/tcc-investor-relations/tcc-corporate-governance.

While Trinity does not have a separate diversity policy, the Committee considers diversity in reviewing its current directors and any potential nominees. The Committee places value in a Board composed of characteristics reflective of the Company's communities in terms of gender and race, as well as differing perspectives in terms of professional fields, education, skills and community service. In considering potential nominees to the Board, and when evaluating incumbent directors, the Nominating and Corporate Governance Committee shall seek to, among other factors, promote collegiality among members of the Board, encourage directors to be active participants in the communities served by Trinity and contribute to organizations located in such communities. The Committee has broad discretion to consider any additional factors it deems relevant to an assessment of a proposed nominee's suitability for the Board.

If a candidate satisfies the initial review, the Committee will conduct an interview of the candidate. The Committee conducts interviews with all incumbent directors standing for re-election and reviews their independence, qualifications, conduct, background and areas of expertise. After conducting all interviews and evaluations, the Committee meets in closed-sessions to discuss each nominee and makes its recommendations to the Board. The Board will review the recommendations of the Committee and make the final determination of which nominees will be presented for election.

Other Relationships. There are no arrangements or understandings between any of the directors or executive officers and any other person pursuant to which any of Trinity's directors or executive officers have been selected for their respective positions. No director or executive officer is related to any other director or executive officer.

Certain Relationships and Related Transactions

Trinity's written Related Party Transaction Policy provides that all relationships between Trinity and any director, executive officer or an entity related to a director or executive officer, will be reviewed, approved or ratified by the Audit Committee, excluding loan transactions falling within the ordinary course of business with the Bank. All transactions will be reviewed, regardless of type, when the transaction is anticipated to or actually meets or exceeds $120,000 in compensation to the director, executive officer or an entity related to a director or executive officer. The review will include the details of the relationship, including the nature of the relationship, the anticipated amount of compensation to be paid under the transaction, and, if possible, a comparison of market rates for similar products or services. The Audit Committee will consider the proposed relationship and either approve or deny the engagement. Additionally, the relationships with directors and their related entities will be reviewed each year as part of the determination of independence of each director and nominee. In the event that a relationship is entered into without prior approval of the Audit Committee, it will be provided with detailed information regarding the relationship for ratification. If the Audit Committee does not ratify the relationship, Trinity will terminate the relationship. Once a relationship has been created, Trinity will cause a request for proposals to be issued to the director, executive officer or entity related to a director or executive officer not less than every five years. This request will serve to ensure that Trinity is obtaining products and services on terms at least as favorable as if they were from an unrelated third party.

The types of transactions, relationships and arrangements that are considered in determining independence but are not disclosed as a related party transaction include, but are not limited to, borrowing relationships and business relationships. Trinity is a bank holding company that controls the Bank, a national bank. The Bank commonly enters into customary loan, deposit and associated relationships with its directors and executive officers, all of which are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectability or present other unfavorable features. All loans by the Bank to Trinity's directors and executive officers are subject to the regulations of the Office of the Comptroller of the Currency. National banks are generally prohibited from making loans to their directors and executive officers at favorable rates or on terms not comparable to those available to the general public or other employees. The Bank does not offer any preferential loans to Trinity's directors or executive officers.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that the directors, executive officers and persons who own more than 10% of Trinity's common stock file reports of ownership and changes in ownership with the SEC. These persons are also required to furnish the Company with copies of all Section 16(a) forms they file. Based solely on Trinity's review of the copies of such forms furnished to it and, if appropriate, representations made by any reporting person concerning whether a Form 5 was required to be filed for 2015, all reports required to be filed under Section 16(a) during 2015 were timely filed.

DIRECTOR COMPENSATION

The Company provides compensation to non-employee directors based on the service they provide to the Company. The Company's employee director, John S. Gulas, was not provided compensation for his service as a director of the Company or the Bank during 2015. The Company's employee director was compensated for his positions within the Company during 2015 as described below under "Executive Compensation."

The following table sets forth compensation provided to each of the non-employee directors of the Company and includes compensation for their services as directors of the Bank in 2015.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	All Other Compensation (1) ($)	Total ($)
Gregory Antonsen	31,000	-	2,267	33,267
James E. Goodwin, Jr.	42,000	10,000	3,803	55,803
Jeffrey F. Howell	36,000	10,000	3,364	49,364
Leslie Nathanson Juris	22,000	-	1,609	23,609
Jerry Kindsfather	46,000	10,000	2,133	58,133
Arthur B. Montoya, Jr.	36,000	10,000	3,364	49,364
Charles A. Slocomb	36,000	10,000	3,364	49,364
Robert P. Worcester	36,000	10,000	3,364	49,364

(1) All Other Compensation consists of tax gross-ups.

Under the Trinity Capital Corporation Directors Deferred Compensation Plan, approved effective March 24, 2015, directors may choose to defer some or all of their annual cash retainers. Deferred compensation is invested in an interest-bearing account.

The Board modified the fees paid to non-employee members, effective January 1, 2016, as presented in the table below. Each non-employee member of the Board receives the compensation as presented in the following table.

Board or Committee	2015 Fee Schedule   ($)(1)	2016 Fee Schedule  ($)(3)
Trinity Board of Directors Monthly Retainer	500	500
Bank Board of Directors Monthly Retainer	2,500	2,500
Trinity Chair of the Board of Directors Monthly Retainer	833	833
Trinity and Bank Audit Committee Chairman Monthly Retainer	500	500
Trinity Board of Directors Annual Stock Grant (2)	10,000	12,000
Trinity Chair of the Board of Directors Annual Stock Grant	-	8,000
Trinity and Bank Audit, Compensation, Risk Management, and Nominating Committees Chairman Annual Stock Grant	-	4,000
Trinity and Bank Executive Committee Members Annual Stock Grant	-	6,000

(1)	The 2015 Fee Schedule was approved on February 24, 2015 with an effective date of January 1, 2015.
(2)	On February 24, 2015, all then-current directors were awarded 2,500 shares of unrestricted common stock valued at $10,000, based upon the last reported sale price of the Company's common stock of $4.00 per share on the date of grant, for service completed in 2014. On that same date, the 2015 Fee Schedule was modified to include an annual grant of unrestricted stock valued at $10,000, based upon the last reported sale price of the Company's common stock on the date of grant.  Accordingly, on that date, all then-current directors were awarded an additional 2,500 shares of unrestricted common stock valued at $10,000, based upon the last reported sale price of the Company's common stock of $4.00 per share on the date of grant for service in 2015. A grant valued at $10,000 in unrestricted stock, based upon the last reported sale price of the Company's common stock on the date of grant, is granted to each new director upon appointment.
(3)	On December 15, 2015, the Fee Schedule was modified to increase the annual stock grant to directors and to provide an additional annual grant of unrestricted stock for the chairman of the board of directors, each of the chairs of Trinity committees and the members of the Executive Committee.  The revised fee schedule was effective on January 1, 2016.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of Trinity's shares of common stock by:

•·	Any person who is known to Trinity to own beneficially more than 5% of Trinity's common stock;
•·	Each of Trinity's directors;
•·	Each of Trinity's named executive officers; and
•·	All current executive officers and directors as a group.

All shares of common stock are owned with sole voting and investment power by each person listed, unless otherwise indicated by footnote.  Beneficial ownership as of the dates noted has been determined for this purpose in accordance with Rule 13d-3 under the Exchange Act, under which a person is deemed to be the beneficial owner of securities if he or she has shares voting power or investment power with respect to such securities or has the right to acquire beneficial ownership of securities within 60 days of December 1, 2016. The address of each beneficial owner is c/o Trinity, 1200 Trinity Drive, Los Alamos, New Mexico 87544, unless otherwise indicated by footnote.  As of December [Ÿ], 2016, there were [Ÿ] shares of common stock outstanding, each share entitled to one vote.

	Name of Individual or Individuals in Group	Reporting Type
			Beneficial Ownership	Percent of Class
	Gregory G. Antonsen	Director	5,500	*
	James E. Goodwin, Jr. (1)	Director	667	*
	John S. Gulas (2)	Director and Chief Executive Officer	15,518	*
	Yin Y. Ho (3)	Chief Information Officer	-	*
	Jeffrey F. Howell	Director	16,028	*
	Leslie Nathanson Juris	Director	5,500	*
	Anne H. Kain  (4)	Former Interim Chief Financial Officer	2,518	*
	Jerry Kindsfather (5)	Director	236,360	3.6%
	Thomas M. Lilly (6)	Chief Credit Officer	-	*
	Arthur B. Montoya, Jr. (7)	Director	25,333	*
	Charles A. Slocomb (8)	Director	15,336	*
	Daniel W. Thompson (9)	Chief Financial Officer	-	*
	Robert P. Worcester (10)	Director	28,674	*
	Total of Directors and Executive Officers (12)		351,434	[Ÿ]%
* Indicates that the individual or entity owns less than one percent of Trinity's common stock.

(1)	The James E. Goodwin, Jr. 2010 Irrevocable Trust holds 10,000 shares which were gifted to the trust by Mr. Goodwin.  Mr. Goodwin does not have any voting or investment power over such shares. Mr. Worcester is one of the Trustees of the trust and has voting and investment power over such shares.
(2)	Mr. Gulas holds 19,880 restricted stock units ("RSUs") awarded on February 23, 2016 which are not included in the total as these RSUs are not yet vested.
(3)	Mr. Ho holds 8,989 RSUs awarded on February 23, 2016 which are not included in the total as these RSUs are not yet vested.
(4)	As of August 2016, Ms. Kain is no longer employed at the Bank.
(5)	Mr. Kindsfather holds 100,268 shares in the Kindsfather Family Revocable Trust. Mr. Kindsfather's beneficial ownership also includes 129,592 shares, one-half of the 259,184 shares held by J&G Investments, in which Mr. Kindsfather is a 50% partner with shared voting and investment power.
(6)	Mr. Lily holds 8,962 RSUs awarded on February 23, 2016 which are not included in the total as these RSUs are not yet vested.
(7)	Dr. Montoya shares voting and investment power in 25,033 shares with his spouse. The remaining 300 shares are held by the Arthur B. Montoya, Jr., DDS Profit Sharing Plan over which Dr. Montoya shares voting and investment power.
(8)	Mr. Slocomb shares voting and investment power in such shares with his spouse.
(9)	Mr. Thompson holds 8,453 RSUs awarded on February 23, 2016 which are not included in the total as these RSUs are not yet vested.
(10)	Mr. Worcester shares voting and investment power over 14,674 shares with his spouse.  Mr. Worcester serves as Trustee to the James E. Goodwin, Jr. 2010 Irrevocable Trust and has voting and investment powers over the 10,000 shares held therein.

Persons known to Trinity to own more than 5% of the outstanding shares
Name of Individual or Individuals in Group	Reporting Type	As of December [Ÿ], 2016
		Beneficial Ownership	Percent of Class
Trinity Capital Corporation ESOP (1)	5% Stockholder	672,654	10.3%
The Delle Foundation (2)	5% Stockholder	567,097	8.7%
Kindsfather Family Trust, Jerry and Faye Kindsfather, J&G Partners, Gary and Linda Kindsfather (3)	5% Stockholder, Director	373,952	5.7%

(1)	Of the 672,654 shares held by Trinity's Employee Stock Ownership Plan (the "ESOP") as of September 30, 2016, all were allocated or will be allocated to the individual participants' accounts.
(2)	The Delle Foundation is a non-profit corporation. George A. Cowan, the grantor of the foundation, served as a Director Emeritus to Trinity and the Bank until his death in April 2012. The address of The Delle Foundation is 1200 Trinity Drive, Los Alamos, NM 87544. Ms. Howell serves as Chairman of the Board of The Delle Foundation.
(3)	Jerry Kindsfather, the Kindsfather Family Revocable Trust u/a dated June 16, 2008, J&G Investments, the Gary E. and Linda D. Kindsfather Trust u/a dated July 5, 2007 and Gary and Linda Kindsfather collectively hold 5.7% of the outstanding shares of Trinity. Mr. Kindsfather holds 6,500 shares and 100,268 shares in the Kindsfather Family Revocable Trust. J&G Investments holds 259,184 shares.  The Gary E. and Linda D. Kindsfather Trust holds 8,000 shares. Jerry Kindsfather serves as Chairman of the Board of Directors of both Trinity and the Bank.

Stock Ownership Requirements. The Company has not adopted stock ownership requirements for its named executive officers or directors apart from the requirements of bank regulators, which require directors to own a minimum of $1,000 in the Company's stock. Each of the Company's directors satisfies this requirement.

INFORMATION REGARDING EXECUTIVE OFFICERS AND OTHER SIGNIFICANT EMPLOYEES

Set forth below is certain information regarding the executive officers of the Company (including the Bank), other than those executive officers who are also Directors of the Company and for whom such information is provided elsewhere in this Proxy Statement.

John S. Gulas.  See "Board of Directors" above.

Daniel W. Thompson. Mr. Thompson, age 65, has served as Chief Financial Officer of Trinity and the Bank since October 27, 2015. Mr. Thompson was previously employed as Executive Vice-President and Chief Financial Officer at United Central Bank in Garland, Texas from August 2012 to August 2014 when United Central was acquired by Hanmi Bank where Mr. Thompson served as Executive Vice-President and Regional Chief Financial Officer from September 2014 to March 2015.  Mr. Thompson also served as Executive Vice-President and Chief Financial Officer for Providence Bank in Columbia, Missouri from October 2010 to May 2012 and Premier Bank in Jefferson City, Missouri where he served as Senior Vice-President and Corporate Treasurer from June of 2007 to October of 2010.  Mr. Thompson is a Certified Public Accountant and is an active member of the American Institute of Certified Public Accountants. Mr. Thompson holds a Bachelor of Business Administration degree from the University of Oklahoma.

Anne H. Kain. Ms. Kain, age 44, served as Vice President Accounting and Finance for the Bank, having previously served as Interim Chief Financial Officer of Trinity and the Bank from September 12, 2014 to October 27, 2015. Ms. Kain was previously employed at the Bank as Vice-President and Cashier of the Bank from 2011 to September 2014, Cashier from 2004 to 2011, Assistant Cashier from 2002 to 2004, and Senior Accountant from 2000 to 2001. Ms. Kain earned her Masters of Business Administration and Bachelor of Business Administration degree in Finance from the University of New Mexico Anderson School of Business. Ms. Kain has been active in the community, serving on the Board of Directors for Quality New Mexico since 2011 and Espanola Valley Humane Society since 2011. As of August 2016, Ms. Kain is no longer employed at the Bank.

Thomas M. Lilly.  Mr. Lilly, age 57, has served as Chief Credit Officer of the Bank since July 2013.  Mr. Lilly was previously employed as Chief Credit Officer at The National Bank in Bettendorf, Iowa from August 2009 to July 2013.  Mr. Lilly as served as the Chief Credit Officer of West Valley National Bank in Goodyear, Arizona from January 2008 to January 2009.  Mr. Lilly has over 30 years' experience as a commercial lender and Chief Credit Officer.

Yin Y Ho. Mr. Ho, age 64, has served as Chief Information Officer since September 29, 2014.  Mr. Ho was previously employed as Executive Vice President and Chief Information Officer at OmniAmerican Bank in Fort Worth, Texas since October 2008 until the bank was acquired by Southside Bank of Tyler, Texas.  Mr. Ho has performed key leadership roles as Chief Information Officer, Chief Information Security Officer, Technology Risk Management, and Enterprise Architect for IBM, Dell, Grant Thornton, Blockbuster, and Financial Institutions.  He is a frequent speaker for Banking and Finance Industry group in governance, risk, and cybersecurity areas, and was an adjunct professor at University of Texas in Arlington and University of North Texas.  Mr. Ho is the author of a network technology book and has served as publisher/editor-in-chief of information technology magazines.  Mr. Ho holds a BS from University of Wisconsin, an MS in Computer Science from North Dakota State University, and holds CIPP, CISA, CISM, CGEIT, and CISSP certification.

Stan Sluder.  Mr. Sluder, age 49, has served as Chief Lending Officer for the Bank since May 2015. Mr. Sluder was most recently employed as Market President and Chief Lending Officer for Peoples Bank in New Mexico. Peoples Bank is a family-owned state-chartered member bank headquartered in Lawrence, Kansas.  Mr. Sluder was responsible for growth and profitability of the bank in New Mexico since 1998.  Mr. Sluder is a graduate of New Mexico State University with a Bachelor of Science in Communication Studies.

Joe Martony.  Joe Martony, age 52, has served as Chief Risk Officer for the Bank since January 2016. Mr. Martony was most recently employed as Executive Vice President and Chief Risk Officer for SKBHC Holdings LLC ("SKBHC"), Starbuck Bancshares, Inc. and AmericanWest Bank from 2010 to 2015. During that five-year time period, SKBHC, based in Seattle, Washington, grew to a $4 billion financial institution through a series of community bank acquisitions. Prior to SKBHC, Mr. Martony held senior risk management positions at Mutual of Omaha Bank and First National Bank, both located in Scottsdale, Arizona. From 1987 to 2006, Mr. Martony was a National Bank Examiner for the Office of the Comptroller of the Currency. He is a graduate of Indiana University, with a Bachelor of Science degree in Business Finance.

EXECUTIVE COMPENSATION

General. The Company's compensation programs are designed with the intention of aligning the Company's culture, philosophy and strategy with the goal of providing long-term, sustainable growth for its investors. In an effort to foster this alignment, the Compensation Committee bases the Company's compensation programs on four objectives. First, compensation awarded should reflect the qualifications, skills, experience and responsibilities of each named executive officer on an individual basis. Second, the Compensation Committee should structure the compensation programs in a manner that the Committee believes will enable the Company to attract and retain the most qualified and highly skilled employees available by providing competitive compensation and benefits. Third, the Compensation Committee should establish a compensation program to incentivize and motivate named executive officers to achieve superior job performance, deliver excellent customer service, and surpass his or her personal goals and contribute to the overall success of the Company while operating the Company in a safe and sound manner. Finally, the compensation programs should be designed to encourage both generation of income and reduction of expenses by making employees owners of the Company, thereby aligning their interests with those of the Company's stockholders.

Compensation is awarded both on the basis of individual performance and the Company's success. The named executive officers share in many of the same compensatory programs as other employees and many of these programs provide the same terms of participation for named executive officers and other employees, including the profit sharing program and the. These programs are designed to reward longevity and corporate performance, thereby helping to align employees' interests with those of its stockholders.

Due to the restatement of its financial statements, evaluation of the Company's performance for the year 2014 in setting compensation for 2015 was difficult, as actual restated data was not available for the Compensation Committee's consideration. As a result, individual performance factored into the Committee's decisions more heavily than did the performance of the Company. The financial indicators were based upon the budget created by management and approved by the Board and focused primarily on the then-reported returns for LANB, including return on average equity, asset quality, efficiency, net income and return on average assets, as well as regulatory compliance and efforts made toward correcting deficiencies identified in the regulatory enforcement actions. The Compensation Committee sets expectations of meeting or exceeding corporate goals, but takes into account other internal and external factors that influence the levels of success that can be achieved in the given year. As a result, the Committee retains the flexibility and full discretion to determine whether and at what level to reward its NEOs based on corporate performance even if the targets are not fully achieved.

Regulatory Considerations. The Company must contend with several often overlapping layers of regulations when considering and implementing compensation-related decisions. These regulations do not set specific parameters within which compensation decisions must be made, but do require the Company and the Compensation Committee to be mindful of the risks that often go hand-in-hand with compensation programs designed to incentivize the achievement of better-than-average performance.

Under its long-standing Interagency Guidelines Establishing Standards for Safety and Soundness (the "Safety and Soundness Standards"), the Federal Deposit Insurance Corporation (the "FDIC") has long held that excessive compensation is prohibited as an unsafe and unsound practice. In describing a framework within which to make a determination as to whether compensation is to be considered excessive, the FDIC has indicated that financial institutions should consider whether aggregate cash amounts paid, or non-cash benefits provided, to employees are unreasonable or disproportionate to the services performed by an employee. The FDIC encourages financial institutions to review an employee's compensation history and to consider internal pay equity, and, as appropriate, to consider benchmarking compensation to peer groups. Finally, the FDIC provides that, in order to give proper context, such an assessment must be made in light of the institution's overall financial condition.

In addition to the Safety and Soundness Standards, the Compensation Committee must also take into account the joint agency Guidance on Sound Incentive Compensation Policies (the "Guidance"). Various financial institution regulatory agencies worked together to issue the Guidance, which is intended to serve as a complement to the Safety and Soundness Standards. The Guidancesets forth a framework for assessing and mitigating risk associated with incentive compensation plans, programs and arrangements maintained by financial institutions. The Guidanceis narrower in scope than the Safety and Soundness Standardsbecause it applies only to senior executive officers and those other individuals who, either alone or as a group, could pose a material risk to an institution. With respect to such individuals, the Guidanceis intended to focus an institution's attention on balanced risk-taking incentives, compatibility of incentives with effective controls and risk management, and a focus on general principles of strong corporate governance in establishing, reviewing and maintaining incentive compensation programs.

The Compensation Committee, with the assistance of its advisors and the Company management, continues to monitor the status of compensation-related rules and regulations expected to be finalized or issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act (or the Dodd-Frank Act) enacted in July 2010. While the Compensation Committee believes its own risk assessment procedures are effective, it is prepared to implement any additional steps that may be deemed necessary to fully comply with such rules and regulations when finalized or issued. The Compensation Committee does note, however, that the proposed risk assessment rules issued under the Dodd-Frank Act nearly mirror the Safety and Soundness Standardsand the framework of the Guidance.

Finally, in addition to the foregoing, the Company is also subject to the SEC's rules regarding risk assessment. Those rules require a publicly-traded company to determine whether any of its compensation plans, programs or arrangements create risks that are reasonably likely to have a material adverse effect on the company.

The Compensation Committee continues to believe in and practice a sensible approach to balancing risk-taking and rewarding reasonable, but not necessarily easily attainable, goals and this has always been a component of its overall assessment of the compensation plans, programs and arrangements it has put in place for the NEOs. In this regard, the Compensation Committee regularly revisits the components of the frameworks set forth in the Safety and Soundness Standardsand the Guidanceas an effective tool for conducting its own assessment of the balance between risk and reward built into the Company's compensation programs for its NEOs. The Compensation Committee believes the Company has adequate policies and procedures in place to balance and control any risk-taking that may be incentivized by the employee compensation plans. The Compensation Committee further believes that such policies and procedures will work to limit the risk that any employee would manipulate reported earnings in an effort to enhance his or her compensation.

Summary Compensation Table. During 2015, the Company's named executive officers ("NEOs") were as follows:  John S. Gulas, Daniel W. Thompson, Thomas M. Lilly, Yin Y. Ho, and Anne H. Kain.  The following table contains the summary of compensation awarded to, paid to or earned by the NEOs in 2015. The NEOs are compensated by the Bank.

Name and Principal Position	Year	Salary	Bonus	Stock Awards (1)	All Other Compensation	Total
		($)	($)	($)	($)	($)
John S. Gulas, Chief Executive Officer of Trinity and the Bank (2)	2015 2014	407,692 223,077	- -	- 50,000	39,492 91,643	$   447,184 $   364,720
Daniel W. Thompson, Chief Financial Officer of Trinity and the Bank (3)	2015	125,192	-	-	17,804	$   142,996
Anne H. Kain, Interim Chief Financial Officer of Trinity and the Bank (4)	2015 2014	132,500 129,948	74,885 10,000	- -	- -	$  207,388 $  139,948
Thomas M. Lilly, Chief Credit Officer of the Bank	2015	233,914	-	-	-	$   233,914
Yin Y. Ho, Chief Information Officer of the Bank (5)	2015	199,712	-	-	2,003	$   201,716

(1)	Amounts reported in this column reflect the aggregate grant date fair value of RSUs, computed in accordance with ASC Topic 718. The assumptions used in calculating these amounts are set forth in Note 13 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
(2)	Mr. Gulas was hired as Chief Executive Officer and President of Trinity and Chief Executive Officer of the Bank on May 29, 2014. Other Compensation paid to Mr. Gulas in 2015 consists of an annual vehicle allowance ($9,000), moving expenses ($26,792), and temporary housing ($3,700).  Other Compensation paid in 2014 consists of an annual vehicle allowance ($4,500), moving expenses ($41,717), one-half of the realtor fee on his prior residence ($11,994) and temporary housing expenses ($33,432).
(3) (4) (5)	Mr. Thompson was hired on July 7, 2015 and was appointed Chief Financial Officer on October 27, 2015.  Other Compensation paid in 2015 consists of cell phone allowance ($554) half of the realtor fee on his prior residence ($17,250). Ms. Kain served as Interim Chief Financial Officer of Trinity and the Bank from September 4, 2014 to October 27, 2015 and October 19, 2015, respectively. Ms. Kain's bonus consisted of a discretionary performance bonus. Mr. Ho was hired on September 29, 2014 as the Chief Information Officer.  Other compensation consists of moving expenses ($2,003).

The NEO compensation historically has consisted of base salary, benefits, profit sharing, ESOP contributions, ESOP top-heavy cash payments for salaries in excess of plan caps, discretionary performance bonuses and discretionary stock incentives. NEOs have generally been eligible to participate in all benefits on an equal basis with all other employees.

Base Salary.The salary levels of all employees, including the NEOs, are set to reflect the duties and levels of responsibilities inherent in the position, the competitive conditions in the banking business in the Company's market area and the value received by the Company from that employee. The base salaries of the NEOs are reviewed annually. In setting base salaries, a number of factors relating to the individual, including the individual's performance, historic salary levels, job responsibilities, level of expertise, ability and knowledge of position and complexity of the Company's operations are also considered. These factors are considered in the aggregate and none of the factors are accorded a specific weight. The salary for Mr. Gulas is set annually by the Board, based on the recommendations of the Compensation Committee. Mr. Gulas sets the salaries for the other executive officers. Mr. Gulas did not receive an increase in salary for 2015, nor did Ms. Kain.

Short-Term Incentives.

Performance Bonuses. The Company does not employ a bonus plan but rather provides for discretionary bonuses to its NEOs and other key employees based upon the efforts and results for each year, as measured in light of the goals, objectives, challenges and opportunities for the given year.  The only NEO to receive a performance bonus for 2015 was Ms. Kain. Ms. Kain's bonus was awarded based on the achievement of certain target goals established in connection with her service as Interim Chief Financial Officer.

Profit Sharing Program. The Company makes annual profit sharing payments to employees, based upon the Company's performance and profitability. The Company provides for the profit sharing program on the belief that sharing corporate profits is an effective motivating technique for employees. The Company believes that sharing profits leads to employees who are more conscientious in reducing costs and increasing income and efficiency, and aligning employee interests with those of the Company's stockholders. All eligible employees participate, on a proportional basis, in the Company's profit sharing program; however, the program is not part of a tax-qualified retirement plan. All eligible employees have received the same percentage of their eligible compensation, consisting primarily of their base salaries, through the program. Full time employees become eligible for profit sharing participation the year following the completion of 18 months of service. The Company's payments under the profit sharing program are based upon the recommendation of the Compensation Committee and determination by the full Board in consideration of the performance and profitability of the Company and is entirely discretionary. In light of the restatements of the Company's financial statements and as no dividends were paid to the Company's stockholders, the Compensation Committee and the Board determined that no payments would be made under the profit sharing program for either 2014 or 2015.

Employee Stock Ownership Plan. The Company contributes to its ESOP based on its belief that employee/owners act differently than employees who do not have a personal stake in their company. The Company contributes to the ESOP to enhance its culture of ownership and to provide a retirement saving opportunity for its employees. The ESOP is fully funded by the discretionary contributions of the Company and participants cannot invest their own funds in the plan. The ESOP is the Company's largest stockholder, giving the Company's employees and stockholders the common interest of enhancing the value of the Company's stock. All eligible hourly and salaried employees participate, on a proportional basis, in the ESOP. Full-time employees become eligible for ESOP participation the year following the completion of 1,000 hours of service. An employee's ownership of his or her ESOP account currently vests incrementally over a period of six years. The Company's contribution to the ESOP is recommended by the Compensation Committee and determined by the full Board based on the profitability of the Company and is entirely discretionary. In light of the restatements of the Company's financial statements and as no dividends were paid to the Company's stockholders, the Compensation Committee and the Board determined that no contributions would be made to the ESOP for either 2014 or 2015.

Long-Term Equity Incentive Compensation Program.The Compensation Committee, from time to time, includes grants of long-term equity compensation awards as part of the annual compensation provided to the NEOs. In deciding to award stock incentives, the Compensation Committee considers a number of factors, including the number of awards outstanding or previously granted and the aggregate size and value of current awards.  The Company typically grants stock incentives to key employees, including its NEOs, as motivation to enhance the appreciation of the Company's stock price and returns, to reward their efforts through the long-term appreciation of the Company's stock price and to strengthen retention of key employees and NEOs. The full benefit of nonqualified stock options ("NQSOs") and stock appreciation rights ("SARs") is only realized upon the appreciation of the Company's stock price, providing an incentive for participants to create value for the Company's stockholders by delivering consistent and sustainable returns. RSUs provide benefit to the grantee upon vesting through an increased ownership of the Company's stock, with additional benefit during the vesting period through appreciation of the stock price and entitlement to dividend equivalents.

Trinity Capital Corporation 2015 Long-Term Incentive Plan ("2015 Plan"). The following is a brief description of the material terms of the 2015 Plan, which became effective January 22, 2015, and is qualified in its entirety by reference to the full text of the 2015 Plan, which may be found as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on December 15, 2014.  No stock options to purchase shares of the Company common stock issued under the 2015 Plan were outstanding as of December 31, 2015.

Ÿ	A maximum of 500,000 shares of the Company's common stock are reserved for issuance. A maximum of 100,000 options and SARs may be granted to an individual as "performance-based compensation" during any calendar year. Shares delivered will be authorized but unissued shares of the Company common stock, treasury shares or shares purchased in the open market or otherwise.
Ÿ	In the event of recapitalizations, reclassifications or other specified events affecting the Company or shares of the Company's common stock, appropriate and equitable adjustments will be made to the number and kind of shares of the Company's common stock available for grant, as well as to other maximum limitations under the 2015 Plan, and the number and kind of shares of the Company common stock or other rights and prices under outstanding awards.
Ÿ	The 2015 Plan is an "omnibus" stock plan that permits the Compensation Committee to utilize various types of equity-based awards, including stock options, stock appreciation rights and restricted stock units.
Ÿ	The exercise price of any stock option granted may not be less than the fair value of the Company's common stock on the date the option is granted. The option price is payable in cash, shares of the Company's common stock, through a broker-assisted cashless exercise or as otherwise permitted by the Compensation Committee.
Ÿ	The 2015 Plan does not permit the repricing of stock options or SARs without the approval of stockholders or the granting of discounted options.

The Committee delegates administration of the awards to management. The Company does not have a program, plan or practice to time equity award grants to its executives in coordination with the release of material nonpublic information nor does the Company time the release of material non-public information for the purpose of affecting the values of executive compensation. The Company has not repriced any compensation awards, including stock options or SARs, nor has it made any material modifications to its stock incentive plans or awards, other than the reduction of the RSUs to the NEOs. The Company typically determines grants of stock incentives near the end of each year and announces those awards as soon as practicable following the grant.

The Company's stock incentive awards generally have been priced at or above the fair value of the Company's stock based on the last reported sale price as of the date of grant, which is also the date of approval. The Company has awarded all stock options and SARs based on the last reported market price of the Company's stock on the award grant date. The Company will in the future price all options and other equity awards at or above market price as of the actual grant date.

Mr. Gulas and certain other senior officers of the Bank are eligible for incentive-based compensation to be earned in 2015 pursuant to the 2015 Long-Term Incentive Plan and the Incentive Compensation Program. Awards made under these plans are subject to recoupment by the Company in the event of a material error or the necessity for a restatement of the data upon which the award was based.  No equity or other plan-based awards were granted to the NEOs in 2015.

Outstanding Equity Awards as of 2015 Year-End. The following table provides information as of December 31, 2015 regarding outstanding equity awards held by the NEOs.

Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (1) (#)	Fair Value of Shares or Units of Stock That Have Not Vested (2) ($)
John S. Gulas	-	-	-	-	11,765	47,060

(1)	All awards reflected in this column will vest 100% on the second anniversary of grant, June 3, 2016.
(2)	The fair value is based upon the last reported sale price of the Company common stock on December 31, 2015 of $4.00 per share.

Employment Agreements. During 2015, the Company had in place employment agreements with Mr. Gulas, Mr. Thompson, and Ms. Kain. The Company entered into these agreements to provide certainty in the relationships between the Company and these key employees in relation to their positions, as well as to establish non-compete and non-solicitation agreements and change in control provisions. The key provisions of these agreements are summarized immediately below and in the "Potential Payments upon Termination or Change in Control" section below. These summaries are qualified in their entirety by reference to the full employment agreements, copies of which are filed as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2015.  Ms. Kain's term of employment under the agreement expired on October 27, 2015.

The Company's employment agreements contain non-competition, non-solicitation, non-disparagement and confidentiality provisions, equitable enforcement provisions, and dispute resolution provisions. Mr. Gulas' employment agreement also requires him to provide 90 days' notice of intent to terminate employment voluntarily.  These provisions were consideration to induce the Company to enter into the agreements and, thus, any benefit conferred by the employment agreements is conditioned on the honoring of these terms by the executive. Each of the Company's employment agreements referenced above precondition the receipt of any severance pay or other benefits upon a general release of claims against the Company and the Bank.

The employment agreements also include a provision that requires the adjustment or recovery of awards or payments upon restatement or other adjustment of relevant company financial statements or performance metrics. Thus, to the extent that such adjustment or recovery is required under applicable securities or other law, the Company's employment agreements provide that the executive will make restitution.

Potential Payments upon Termination or Change in Control.As of December 31, 2015, the Bank was deemed to be in "troubled condition" by virtue of the regulatory enforcement actions, and as a result, we are required to comply with certain restrictions on severance payments under the applicable rules and may be prohibited from making some or all of the payments reflected in the table below in connection with an employment termination. However, the table below sets forth the estimated amount of incremental compensation payable to each of the NEOs upon different employment termination and change in control scenarios as though the troubled condition rules did not apply. All change in control payments due to Mr. Gulas and Mr. Thompson are limited in order to avoid application of an excise tax under Internal Revenue Code Section 280G.  The amounts shown assume the hypothetical payment event was effective as of December 31, 2015, and that the price of the Company's common stock was the closing price of $4.00 on December 31, 2015 (the last trading day of the year).

Potential Payment Event	John S. Gulas	Daniel W. Thompson
Voluntary Termination (including Retirement)	None	None
Termination without Cause (no Change in Control)	None	None
Termination for Cause (no Change in Control)	None	None
Involuntary Termination following Change in Control	$447,060(1)	$262,500(2)
Termination Due to Death or Disability	$47,060(3)	None
Change in Control (no Termination)	$47,060(3)	None

(1)	Under his employment agreement, Mr. Gulas is entitled to a lump sum payment equal to 12 months of his annual base salary in the event of a termination of his employment (a) by the Company without cause within 12 months following a change in control of the Company, (b) by him for good reason (as defined in his agreement) within 12 months following a change in control of the Company, or (c) by him for any reason within 30 days following a change in control of the Company.
(2)	Under his employment agreement, Mr. Thompson is entitled to a lump sum payment equal to 12 months of his annual base salary in the event of a termination of his employment (a) by the Company without cause within 12 months following a change in control of the Company, (b) by him for good reason (as defined in his agreement) within 12 months following a change in control of the Company, or (c) by him for any reason within 30 days following a change in control of the Company.
(3)	The outstanding RSUs awarded to Mr. Gulas under the 2015 Plan would vest 100% upon Mr. Gulas' termination without cause on or following a change in control of the Company.

Compensation Claw-backs.  Upon completion of the restatement of financial data contained in the Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on December 12, 2014, the Company initiated a compensation claw-back in accordance with applicable law.  The claw-backs included all persons subject to claw-back requirements who received incentive compensation based upon the Company's performance during 2013, 2012, 2011 and 2010.  The total of the claw-backs is approximately $97 thousand of which over $78 thousand was recovered as of March 31, 2016.

ITEM III: APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE COMPANY TO AUTHORIZE A CLASS OF NON-VOTING COMMON STOCK

The Proposed Amendment

Our Board of Directors has approved an amendment to our Articles of Incorporation to authorize up to twenty million (20,000,000) shares of non-voting common stock, as described below, and is hereby soliciting stockholder approval for the amendment.  The Amendment, including the rights and preferences of the non-voting common stock, is still under the review by the Board of Governors of the Federal Reserve System and may be subject to change.

If approved by our stockholders, the Articles of Amendment to the Articles of Incorporation, which is set forth in Appendix A to this Proxy Statement (the "Articles of Amendment"), would automatically convert the Series C preferred stock to be issued in our private placement into shares of non-voting common stock, as described below.

The Private Placement

As previously disclosed, on September 8, 2016, we entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Castle Creek Capital Partners VI, L.P., Patriot Financial Partners II, L.P., Patriot Financial Partners Parallel II, L.P. (together with Patriot Financial Partners II, L.P., "Patriot") and Strategic Value Bank Partners, LP (collectively, the "Investors"), pursuant to which the Investors agreed to invest in a private placement transaction an aggregate of $52 million in the Company for newly issued shares of voting common stock of the Company at a purchase price of $4.75 per share and newly issued shares of a new series of non-voting mandatorily convertible non-cumulative perpetual preferred stock, Series C, no par value per share (the "Series C preferred stock"), at a purchase price of $475.00 per share.  Subject to the receipt of regulatory approval, we will use the net proceeds from the private placement to repurchase our outstanding TARP Preferred Stock, to pay the deferred interest on our trust preferred securities and for other general corporate purposes.

Reasons for the Proposed Amendment

The purpose of this proposed Amendment is to (1) satisfy our obligations under the Stock Purchase Agreement, and (2) achieve and maintain compliance with the minimum capital ratio requirements, specifically our common equity tier 1 capital to risk-weighted assets ratio ("CET1 ratio"). Due to restrictions on the percentage of voting securities that could be purchased by the Investors in the private placement under applicable regulations and guidance from the Federal Reserve, the Board of Directors determined to offer non-voting securities to certain of the Investors in order to raise the amount of capital necessary to accomplish the use of proceeds outlined above. Because our Articles of Incorporation do not currently authorize the issuance of non-voting common stock, the Board of Directors approved the creation and issuance of the Series C preferred stock out of our authorized and unissued preferred stock, as the Board of Directors is authorized to do, with such rights preferences and privileges as approved by our Board of Directors.

Although the proceeds raised in the private placement will increase our capital ratios, we will still not  be in compliance with the minimum CET1 capital ratio requirement.  To be "well capitalized," our CET1 ratio must be at least 6.5%.  We can achieve this capital requirement upon the conversion of the Series C preferred stock into shares of non-voting common stock .  Accordingly, pursuant to the terms of the Series C preferred stock, each share of Series C preferred stock will, among other things, automatically convert into 100 shares of non-voting common stock effective as of the close of business on the date that we obtain stockholder approval for and file an amendment to the Articles of Incorporation to authorize the non-voting common stock. Therefore, stockholder approval of the Amendment to authorize the class of non-voting common stock is required in order to permit the full conversion of the outstanding Series C preferred stock and bring us into compliance with all of our regulatory capital requirements.  Please see "Use of Proceeds and Capitalization" below.

Potential Effects of the Proposed Amendment

If the Amendment is approved by our stockholders, then effective as of the close of business on the date that we file the Articles of Amendment (which we anticipate will be the day after the Annual Meeting), each outstanding share of Series C preferred stock will automatically convert into 100 shares of non-voting common stock, which equals 8,286,200 shares of non-voting common stock issuable upon full conversion of the Series C preferred stock issued in the private placement. Upon such conversion, all shares of Series C preferred stock will cease to exist and will resume the status of authorized and unissued shares of our preferred stock, and all other rights of the holders of such Series C preferred stock will terminate.  Following the conversion of the Series C preferred stock, there will be 9,187,541 shares of voting common stock and 8,286,200 shares of non-voting common stock outstanding.

The non-voting common stock will rank pari passu with our voting common stock with respect to the payment of dividends or distributions. Accordingly, the holders of record of non-voting common stock will be entitled to receive as, when, and if declared by the Board of Directors, dividends in the same per share amount as paid on our voting common stock, and no dividends will be payable on our voting common stock or any other class or series of capital stock ranking with respect to dividends pari passu with our voting common stock unless a dividend identical to that paid on our voting common stock is payable at the same time on the non-voting common stock in an amount per share of non-voting common stock equal to the product of (i) the per share dividend declared and paid in respect of each share of voting common stock and (ii) the number of shares of voting common stock into which such share of non-voting common stock is then convertible (without regard to any limitations on conversion of the non-voting common stock); provided, however, that if a stock dividend is declared on voting common stock payable solely in voting common stock, the holders of non-voting common stock will be entitled to a stock dividend payable solely in shares of non-voting common stock. In the event that the Board of Directors does not declare or pay any dividends with respect to shares of voting common stock, then the holders of non-voting common stock will have no right to receive any dividends. The holders of non-voting common stock will not have any voting rights, except as may otherwise from time to time be required by law.

Holders of the non-voting common stock will be permitted to convert, or upon the written request of the Company will convert, shares of non-voting common stock into shares of our voting common stock at any time or from time to time, provided that upon such conversion the holder, together with all affiliates of the holder, will not own or control in the aggregate more than 9.9% of our voting common stock (or of any class of our voting securities), excluding for the purpose of this calculation any reduction in ownership resulting from transfers by such holder of voting securities (which, for the avoidance of doubt, does not include non-voting common stock). In any such conversion, each share of non-voting common stock will convert initially into one share of voting common stock, subject to adjustment as provided in the Articles of Amendment.

Each share of non-voting common stock will automatically convert into one share of voting common stock, without any further action on the part of any holder, subject to adjustment as provided in the terms of the non-voting common stock set forth in the Articles of Amendment, on the date a holder of non-voting common stock transfers any shares of non-voting common stock to a non-affiliate of the holder in a transfer (i) to the Company; (ii) in a widely distributed public offering of voting common stock or non-voting common stock; (iii) that is part of an offering that is not a widely distributed public offering of voting common stock or non-voting common stock but is one in which no one transferee (or group of associated transferees) acquires the rights to receive 2% or more of any class of the voting securities of the Company then outstanding (including pursuant to a related series of transfers); (iv) that is part of a transfer of voting common stock or non-voting common stock to an underwriter for the purpose of conducting a widely distributed public offering; (v) to a transferee that controls more than 50% of the voting securities of the Company without giving effect to such transfer; or (vi) that is part of a transaction approved by the Federal Reserve.

The converted shares of voting common stock would have the same rights and privileges as the shares of our voting common stock currently issued and outstanding, including the right to cast one vote per share and to participate in dividends when and to the extent declared and paid.  Any issuance of additional shares of voting common stock as a result of the conversion of shares of non-voting common stock would increase the total number of shares of voting common stock outstanding.  Consequently, existing holders of voting common stock as a class would experience future dilution in their percentage ownership, voting power and earnings per share.

Our Board of Directors can determine whether, when and on what terms the issuance of shares of non-voting common stock may be warranted in connection with any future actions. As a consequence, if the authorization of the non-voting common stock is approved by our stockholders, the remaining number of authorized shares of non-voting common stock would be available for issuance without further action by our stockholders, subject to applicable law or regulation.

Potential Effects if the Proposed Amendment is Not Approved

If we do not receive stockholder approval for the authorization of the non-voting common stock, then each share of Series C preferred stock outstanding will automatically convert into 100 shares of voting common stock upon a "permissible transfer" by the holder of such shares of Series C preferred stock to a non-affiliate of such holder or may be converted into 100 shares of voting common stock at any time, provided that upon such conversion, the holder and its affiliates will not own more than 9.9% of the Company's voting securities. A "permissible transfer" is a transfer by the holder of Series C preferred stock (i) to the Company; (ii) in a widely distributed public offering of voting common stock or Series C preferred stock; (iii) that is part of an offering that is not a widely distributed public offering of voting common stock or Series C preferred stock but is one in which no one transferee acquires the rights to receive 2% or more of any class of voting securities; (iv) that is part of a transfer of voting common stock or Series C preferred stock to an underwriter for the purpose of conducting a widely distributed public offering; (v) to a transferee that controls more than 50% of the voting securities of the Company without giving effect to such transfer; or (vi) that is part of a transaction approved by the Federal Reserve.

Holders of the Series C preferred stock will be entitled to receive dividends when, as, and if declared by our Board of Directors, in the same per share amount as paid on the number of shares of common stock with respect to the number of shares of common stock into which the shares of Series C preferred stock would be converted in accordance with the terms of the Series C preferred stock, and no dividends would be payable on the common stock unless a dividend identical to that paid on the common stock is payable at the same time on the Series C preferred stock on an as-converted basis. Holders of our Series C preferred stock will have no voting rights except as may be required by law.

Use of Proceeds; Capitalization

The net proceeds to us from the proposed private placement are expected to be approximately $49.4 million after deducting estimated placement agent commissions and offering expenses.

With the addition of a $15.0 million dividend from the Bank (the receipt of which is subject to regulatory approval), we intend to use approximately $49.9 million to repurchase, as promptly as practicable, all of our TARP Preferred Stock and approximately $10.2 million to pay the deferred interest on our trust preferred securities.   Any remainder of the net proceeds of the proposed private placement and dividend from the Bank (which is expected to be approximately $4.2 million) will be used for other general corporate purposes.

The following table shows our capitalization, including regulatory capital ratios, on a consolidated basis, as of September 30, 2016, on an actual basis, on an as adjusted basis after giving effect to the net proceeds from the proposed private placement, after deducting estimated placement agent commissions and offering expenses and on an as adjusted basis after giving effect to the conversion of the Series C preferred stock into shares of non-voting common stock.

	As of September 30, 2016
	Actual		As adjustedfor theprivate placement(1)	As adjusted for the conversion(2)
	(dollars in thousands)
Stockholders' Equity:
Voting Common stock, no par value per share, 20,000,000 shares authorized, 6,856,800 shares issued and 6,526,302 outstanding; 9,187,541 shares issued and outstanding, as adjusted; 9,187,541 shares issued and outstanding, as adjusted	$	6,836	9,497	9,497
Non-Voting Common stock, no par value per share, 0 shares authorized, 0 shares issued and outstanding; and 8,286,200 shares issued and outstanding, as adjusted	$	0	0	8,286
Preferred stock, no par value per share, 1,000,000 shares authorized
Series A, 35,539 shares issued and outstanding; 0 shares issued and outstanding; 0 shares issued and outstanding		35,016	0	0
Series B, 1,777 shares issued and outstanding; and 0 shares issued and outstanding; 0 shares issued and outstanding		1,858	0	0
Series C, 0 shares issued and outstanding; 82,862 shares issued and outstanding; 0 shares issued and outstanding		0	37,391	0
Additional paid-in capital		394	718	29,823
Retained earnings		44,988	44,590	44,590
Accumulated other comprehensive income, net		1,799	1,799	1,799
Total stockholders' equity		90,891	93,995	93,995
Treasury Stock		(8,983)	0	0
Total equity	$	81,908	93,995	93,995
Capital ratios:
Tier 1 capital to average assets		7.32%	8.45%	8.45%
Common equity Tier 1 capital to risk-weighted assets		5.07%	6.43%	10.62%
Tier 1 capital to risk-weighted assets		11.50%	13.27%	13.27%
Total capital to risk-weighted assets		14.49%	15.91%	15.89%

⁽¹⁾Reflects the issuance of the Series C preferred stock and use of net proceeds, as described above.

⁽²⁾ Reflects the conversion of the Series C preferred stock to non-voting common stock.  

Recommendation of the Board of Directors

The Board of Directors recommends you vote "FOR" the amendment to the Articles of Incorporation to authorize the non-voting common stock.

ITEM IV:  APPROVAL OF A NON-BINDING ADVISORY RESOLUTION APPROVING

THE COMPENSATION OF TRINITY'S NAMED EXECUTIVE OFFICERS

As required by the Dodd-Frank Act, we are asking you to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers as described this Proxy Statement.  While this say-on-pay vote is required, it is not binding on our Board of Directors, the Compensation Committee or the Company. However, the Compensation Committee intends to take into account the outcome of the vote when making future compensation decisions for the NEOs. In response to the preference expressed by our stockholders at the 2014 annual meeting, the Board adopted a policy of holding this non-binding advisory vote annually.

At the Company's 2014 annual meeting, more than 90% of voting stockholders approved the non-binding advisory proposal on the 2013 compensation of the NEOs. Based on this consideration and the other factors described in this Proxy Statement, the Compensation Committee did not alter the policies or structure for the NEOs' compensation for 2015 relative to 2014. The Company did not hold its 2015 Annual Meeting due to the delay in completing the restated financial statements. As such, no advisory vote took place in 2015 regarding 2014 executive compensation.

The Board recommends that stockholders again approve and support the decisions pertaining to the compensation of our NEOs.  Our compensation programs are designed to reward our named executive officers for the achievement of strategic and operational goals and the achievement of increased stockholder value, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. Stockholders are urged to read the "Executive Compensation" section of this Proxy Statement, including the Summary Compensation Table and other related compensation tables and narrative disclosures that describe the compensation of our NEOs in 2015.  The Company intends to hold its next say-on-pay vote at the 2017 annual meeting of stockholders.

Resolution to be Approved

We ask our stockholders to approve the following resolution:

"Resolved, that the stockholders approve, on an advisory basis, the compensation of Trinity Capital Corporation's named executive officers as disclosed under Executive Compensation, including the compensation tables, and the accompanying narrative disclosures, contained in the Company's Proxy Statement for the 2016 Annual Meeting of Stockholders, dated December [Ÿ], 2016, pursuant to the compensation disclosure rules of the Securities and Exchange Commission."

Recommendation of the Board of Directors

The Board recommends a vote "FOR" the approval of the compensation of our NEOs, as disclosed in this Proxy Statement.

AUDIT COMMITTEE MATTERS

Audit Committee Report

Management has the responsibility for the preparation of Trinity's financial statements and the independent registered public accounting firm has the responsibility for the audit of those statements in accordance with the standards of the Public Company Accounting Oversight Board (the "PCAOB").  The Committee met and held discussions with management and Crowe regarding the fair and complete presentation of Trinity's audited 2015 financial statements and the assessment of the quality and adequacy of Trinity's internal control over financial reporting. The Committee reviewed and discussed Trinity's policies with respect to risk assessment and risk management. The Committee discussed with Trinity's Internal Auditor and Crowe the overall identification of audit risks, scope and plans for their respective audits.

The Audit Committee has discussed with Crowe the matters required to be discussed by applicable standards as adopted by the PCAOB.  In addition, the Audit Committee has received the written disclosures and the letter from Crowe relating to the independence of that firm as required by the applicable requirements of the PCAOB and has discussed with Crowe that firm's independence from Trinity.

In reliance upon the Audit Committee's review and discussions with management and Crowe, and its review of the representations of management and the report of Crowe to the Audit Committee, the Audit Committee recommended to the Board that the audited financial statements be included in Trinity's Annual Report on Form 10-K for the year-ended December 31, 2015 for filing with the SEC.

The Audit Committee:

James E. Goodwin, Jr., Chair

Jeffrey F. Howell,

Arthur B. Montoya, Jr.

Charles A. Slocomb

Robert P. Worcester

Audit and Other Fees Paid

Aggregate fees for professional services rendered for Trinity by Crowe for the years ended December 31, 2015 and 2014, including the restated periods, are described below.

Services Provided	2015	2014
	(dollars in thousands)
Audit Fees, including audits of our consolidated financial statements	$ 1,007	$ 1,379
Audit Related Fees, including assurance related services the majority of which relate to the audits of Trinity's ESOP and 401(k) plan and evaluation of compliance with the Sarbanes-Oxley Act of 2002	-	39
Tax Fees, including preparation of our federal and state income tax returns and non-routine tax consultations	-	-
All Other Fees	191	189
TOTAL	$ 1,198	$ 1,605

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Under the provisions of its charter, the Audit Committee is responsible for appointing and reviewing the work of the independent registered public accounting firm and setting the independent registered public accounting firm's compensation.  In accordance with its charter, the Audit Committee reviews and pre-approves all audit services and permissible non-audit services provided by the independent registered public accounting firm to Trinity or the Bank and ensures that the independent public accounting firm is not engaged to perform non-audit services prohibited by law, rule or regulation.  During the years ended December 31, 2015 and 2014, all services were approved in advance by the Audit Committee in compliance with these processes. The Committee concluded that the provision of such services by Crowe was compatible with the maintenance of each firm's independence in the conduct of its auditing functions.

ITEM V: APPROVAL OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

The Audit Committee appointed Crowe Horwath LLP as the independent registered public accounting firm of Trinity and LANB for the fiscal year ending December 31, 2016.  Although we are not required to seek stockholder ratification in the selection of our accountants, we believe obtaining stockholder ratification is desirable.  In the event that our stockholders do not ratify the appointment of Crowe, the Audit Committee has the discretion to appoint a different independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interest of us and our stockholders.

Management expects that a representative of Crowe will be present at the Annual Meeting, and they will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Recommendation of the Board of Directors

The Board recommends a vote "FOR" the ratification of the selection of Crowe as the independent registered public accounting firm of Trinity for the fiscal year ending December 31, 2016.

STOCKHOLDER PROPOSALS

The regulations of the SEC require any stockholder wishing to include a proposal in our proxy statement for our 2017 annual meeting of stockholders to present the proposal to Trinity at 1200 Trinity Drive, Los Alamos, New Mexico 87544 within a reasonable time before Trinity begins to print and send its proxy materials for the 2017 annual meeting.  We intend to hold our 2017 annual meeting sometime during the second quarter of 2017, following the timely filing of our Annual Report on Form 10-K for the year ended December 31, 2016.  As such, we ask that any stockholder proposal be received no later than January 31, 2017.  Proposals should be directed to the attention of our Corporate Secretary. We will consider written proposals received by that date for inclusion in our proxy statement in accordance with regulations governing the solicitation of proxies.

Stockholder Director Nomination Procedure. Stockholders may nominate candidates for the Board by following the procedures detailed in Trinity's Bylaws or the Shareholder Nomination Procedures located at https://www.lanb.com/home/tcc-investor-relations/tcc-ncgc-shareholder-nominating-policies.  The Bylaws can be found on LANB's website at https://www.lanb.com/home/tcc-investor-relations/tcc-corporate-governance.

The following is a summary of the process for stockholder nominations:

Ÿ	The stockholder must provide a written statement suggesting an individual as a candidate that includes the information required below.
Ÿ	The statement must be received by the Corporate Secretary, in the case of an annual meeting, not less than 90 days and not more than 120 days prior to the first anniversary (day and month) of the previous year's annual meeting, and in the case of a special meeting, not less than 90 days nor more than 120 days in advance of the date (day and month) of the special meeting.

The stockholder's written statement must set forth, as to each person whom the stockholder proposes to nominate for election as a director:

(i) the name, age, business address and residential address of such person;

(ii) the principal occupation or employment of such person;

(iii) the class and number of shares of the corporation's stock which are beneficially owned by such person or by any Shareholder Associated Person on the date of such stockholder notice;

(iv) any puts, options, warrants, derivatives, hedged positions, synthetic or temporary ownership interests, swaps, securities loans, timed purchases and other economic or similar positions, securities or interests held by such stockholder, beneficial owner, if any, or any Shareholder Associated Person with respect to the corporation's securities;

(v) any voting agreement, voting trust, proxy (other than a revocable proxy given solely in response to a solicitation made by such stockholder to all of the corporation's other stockholders pursuant to a proxy solicitation statement, a true and complete copy of which has previously been delivered to the Secretary of the corporation at the principal executive officers) or other contract, agreement, arrangement or understanding pursuant to which such stockholder, beneficial owner, if any, or any Shareholder Associated Person has a right to vote any class or series of shares of the corporation;

(vi) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination;

(vii) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation's outstanding capital stock required to elect the nominee or adopt or approve such other business and/or (b) otherwise to solicit proxies from stockholders in support of such nomination or other business;

(viii) any material interest of the stockholder, beneficial owner, if any, or any Shareholder Associated Person in such business;

(ix) (a) any significant equity interests in any principal competitor of the corporation held by such stockholder, beneficial owner, if any, or any Shareholder Associated Person and (b) any direct or indirect interest of any such person in any contract with any principal competitor of the corporation (including, in any such case, any employment agreement, indemnification agreement, collective bargaining agreement or consulting agreement);

(x) any agreements the stockholder, beneficial owner, if any, or any Shareholder Associated Person has with any other persons or entity in connection with such business; and

(xi) any other information relating to such person that would be required to be disclosed on Schedule 13D pursuant to Regulation 13D-G under the Exchange Act, in connection with the acquisition of stock, and pursuant to Regulation 14A under the Exchange Act, in connection with the solicitation of proxies with respect to nominees for election as directors, regardless of whether such person is subject to the provisions of such regulations, including, but not limited to, information required to be disclosed by Items 4(b) and 6 of Schedule 14A of Regulation 14A with the Securities and Exchange Commission.

Such stockholder notice shall also set forth, as to the stockholder giving the notice:

(i) the name and address, as they appear on the corporation's books, of such stockholder and the name and principal business or residential address of any other beneficial stockholders known by such stockholder to support such nominees; and

(ii) the class and number of shares of the corporation's stock which are beneficially owned by such stockholder on the date of such stockholder notice and the number of shares owned beneficially by any other record or beneficial stockholders known by such stockholder to be supporting such nominees on the date of such stockholder notice.

Any deficiencies in a stockholder's notice will be noted by the Corporate Secretary and the nominating stockholder will be informed and provided an opportunity to cure the defect, if possible. If neither the Board nor the Nominating and Corporate Governance Committee has made a determination as to the validity of such stockholder's nomination, the presiding officer of the annual meeting will determine at such meeting whether a nomination was properly made.

No stockholder nominations were received by the Corporate Secretary as of the date of this Proxy Statement. The Nominating and Corporate Governance Committee has not retained or paid any third parties to assist in the identification of nominees.

Stockholder Procedure for Other Proposals.

For any proposal other than nominations for director that a stockholder proposes to bring before an annual meeting, the stockholder's notice must contain the following to be properly proposed:

(i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder, beneficial owner, if any, or by any Shareholder Associated Person (as defined in the Bylaws) in such business,

(ii) the text of the proposal or business (including the text of any resolutions proposed for consideration), and

(iii) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, or by any Shareholder Associated Person, and any other person or persons (including their names) in connection with the proposal of such business.

Such notice shall be in writing and filed with the Corporate Secretary on or before 60 days in advance of the first anniversary date (month and day) of the previous year's annual meeting.

COMMUNICATIONS AND COMPANY DOCUMENTS

 Board Policies Regarding Communications with the Board of Directors

Trinity's Board maintains a process for stockholders to communicate with the Board. Stockholders wishing to communicate with the Board should send any communication to the Board Governance Liaison of the Company at Post Office Box 60, Los Alamos, New Mexico 87544. The Board Governance Liaison will forward such communication to the full Board or to any individual director or directors to whom the communication is directed unless the communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Board Governance Liaison has the authority to discard the communication or take appropriate legal action. Communications will be forwarded to the addressee and/or the appropriate committee chair or director. The Board Governance Liaison may summarize the contents of any communication prior to forwarding the message to its intended recipient. Directors may review a log of all communications received or request copies of any communications at any time. Concerns relating to accounting, internal controls and auditing matters will be promptly raised with Trinity's Internal Auditor, if appropriate, and reported to the Audit Committee.

Trinity's communication policy is available on LANB's website (www.lanb.com) under the links to "TCC" and "View Corporate Governance" then "Communication with Directors Policy" or can be found directly at http://www.lanb.com/TCC-commpolicy.aspx. Communications regarding concerns over the management or financial reporting of Trinity can also be addressed directly to the Audit Committee Chair through LANB's website (www.lanb.com) under the links to "TCC" and "View Corporate Governance" or can be found directly at http://www.lanb.com/home/contact-us-anonymously or by emailing auditchair@lanb.com.

Corporate Governance Materials

Our Code of Conduct and the charters of the Audit Committee, Corporate Governance Committee and Compensation Committee are available at https://www.lanb.com/home/tcc-investor-relations/tcc-corporate-governance.  Information on, or that can be accessed through, our website is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the SEC.

OTHER MATTERS

The Board is not aware of any matters to be presented for action at the Annual Meeting other than as set forth in this Proxy Statement. However, if any other matters properly come before the Annual Meeting, or any adjournment or postponement thereof, the person or persons voting the proxies will vote them in their discretion.

By Order of the Board of Directors

Arthur B. Montoya, Jr., Secretary

APPENDIX A

Non-Voting Common Stock Articles of Amendment

The first paragraph of ARTICLE THIRD shall be deleted in its entirety and replaced with the following:

ARTICLE THIRD:  The total number of shares of stock which the corporation shall have the authority to issue is twenty million (20,000,000) shares of voting common stock, no par value per share (the "Voting Common Stock"), twenty million (20,000,000) shares of non-voting common stock, no par value per share (the "Non-Voting Common Stock"), having the powers, rights and preferences, and the qualifications, limitations and restrictions as set forth in Exhibit A attached hereto, and one million (1,000,000) shares of preferred stock, no par value per share.

The Articles of Incorporation are amended by adding the powers, rights and preferences, and the qualifications, limitations and restrictions, of the Non-Voting Common Stock as set forth in Exhibit A attached hereto.

Exhibit A

TENTH

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

TRINITY CAPITAL CORPORATION

NON-VOTING COMMON STOCK

1. Definitions.

(a) "Affiliate" has the meaning set forth in 12 C.F.R. Section 225.2(a) or any successor provision.

(b) "Articles of Incorporation" means the Articles of Incorporation of the Corporation, as amended and in effect from time and time.

(c) "Board of Directors" means the board of directors of the Corporation.

(d) A "business day" means any day other than a Saturday or a Sunday or a day on which banks in the New Mexico are authorized or required by law, executive order or regulation to close.

(e) "Certificate" means a certificate representing one (1) or more shares of Non-Voting Common Stock.

(f) "Common Stock" means the voting common stock of the Corporation, no par value per share.

(g) "Conversion" has the meaning set forth in Section 5.

(h) "Conversion Date" means the date that a share of Non-Voting Common Stock is converted into Common Stock in accordance with Section 5.

(i) "Corporation" means Trinity Capital Corporation, a New Mexico corporation.

(j) "Dividends" has the meaning set forth in Section 3.

(k) "Exchange Agent" means Continental Stock Transfer and Trust Company solely in its capacity as transfer and exchange agent for the Corporation, or any successor transfer and exchange agent for the Corporation.

(l) "Liquidation Distribution" has the meaning set forth in Section 4.

(m) "Mandatory Conversion Date" means, with respect to shares of Series C Preferred Stock of any and all holders thereof, the effective date of this Tenth Articles of Amendment to the Articles of Incorporation.

(n) "Non-Voting Common Stock" has the meaning set forth in Section 2.

(o) "Permissible Transfer" means a transfer by the holder of Non-Voting Common Stock (i) to the Corporation; (ii) in a widely distributed public offering of Common Stock or Non-Voting Common Stock; (iii) that is part of an offering that is not a widely distributed public offering of Common Stock or Non-Voting Common Stock but is one in which no one transferee (or group of associated transferees) acquires the rights to receive two percent (2%) or more of any class of the Voting Securities of the Corporation then outstanding (including pursuant to a related series of transfers); (iv) that is part of a transfer of Common Stock or Non-Voting Common Stock to an underwriter for the purpose of conducting a widely distributed public offering; (v) to a transferee that controls more than fifty percent (50%) of the Voting Securities of the Corporation without giving effect to such transfer; or (vi) that is part of a transaction approved by the Board of Governors of the Federal Reserve System (the "Federal Reserve").

(p) "Person" means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, or any other form of entity not specifically listed herein.

(q) "Series C Preferred Stock" means the series of shares of preferred stock of the Corporation designated as "Series C Convertible Perpetual Preferred Stock" which were automatically converted into shares of Non-Voting Common Stock on the Mandatory Conversion Date.

(r) "Voting Security" has the meaning set forth in 12 C.F.R. Section 225.2(q) or any successor provision.

2.Designation; Number of Shares.  The class of shares of capital stock hereby authorized shall be designated as "Non-Voting Common Stock".  The number of authorized shares of the Non-Voting Common Stock shall be twenty million (20,000,000) shares.  The Non-Voting Common Stock shall have no par value per share.  Each share of Non-Voting Common Stock has the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption as described herein.  Each share of Non-Voting Common Stock is identical in all respects to every other share of Non-Voting Common Stock.

3.Dividends.  The Non-Voting Common Stock will rank pari passu with the Common Stock with respect to the payment of dividends or distributions, whether payable in cash, securities, options or other property, and with respect to issuance, grant or sale of any rights to purchase stock, warrants, securities or other property (collectively, the "Dividends").  Accordingly, the holders of record of Non-Voting Common Stock will be entitled to receive as, when, and if declared by the Board of Directors, Dividends in the same per share amount as paid on the Common Stock, and no Dividends will be payable on the Common Stock or any other class or series of capital stock ranking with respect to Dividends pari passu with the Common Stock unless a Dividend identical to that paid on the Common Stock is payable at the same time on the Non-Voting Common Stock in an amount per share of Non-Voting Common Stock equal to the product of (a) the per share Dividend declared and paid in respect of each share of Common Stock and (b) the number of shares of Common Stock into which such share of Non-Voting Common Stock is then convertible (without regard to any limitations on conversion of the Non-Voting Common Stock); provided, however, that if a stock Dividend is declared on Common Stock payable solely in Common Stock, the holders of Non-Voting Common Stock will be entitled to a stock Dividend payable solely in shares of Non-Voting Common Stock.  Dividends that are payable on Non-Voting Common Stock will be payable to the holders of record of Non-Voting Common Stock as they appear on the stock register of the Corporation on the applicable record date, as determined by the Board of Directors, which record date will be the same as the record date for the equivalent Dividend of the Common Stock.  In the event that the Board of Directors does not declare or pay any Dividends with respect to shares of Common Stock, then the holders of Non-Voting Common Stock will have no right to receive any Dividends.

4. Liquidation.

(a) Rank.  The Non-Voting Common Stock will, with respect to rights upon liquidation, winding up and dissolution, rank (i) subordinate and junior in right of payment to all other securities of the Corporation which, by their respective terms, are senior to the Non-Voting Common Stock or the Common Stock, and (ii) pari passu with the Common Stock.  Not in limitation of anything contained herein, and for purposes of clarity, the Non-Voting Common Stock is subordinated to the general creditors and subordinated debt holders of the Company, and the depositors of the Company's bank subsidiaries, in any receivership, insolvency, liquidation or similar proceeding.

(b) Liquidation Distributions.  In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Non-Voting Common Stock will be entitled to receive, for each share of Non-Voting Common Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, subject to the rights of any Persons to whom the Non-Voting Common Stock is subordinate, a distribution ("Liquidation Distribution") equal to (i) any authorized and declared, but unpaid, Dividends with respect to such share of Non-Voting Common Stock at the time of such liquidation, dissolution or winding up, and (ii) the amount the holder of such share of Non-Voting Common Stock would receive in respect of such share if such share had been converted into shares of Common Stock at the then applicable conversion rate at the time of such liquidation, dissolution or winding up (assuming the conversion of all shares of Non-Voting Common Stock at such time, without regard to any limitations on conversion of the Non-Voting Common Stock).  All Liquidating Distributions to the holders of the Non-Voting Common Stock and Common Stock set forth in clause (ii) above will be made pro rata to the holders thereof.

(c) Merger, Consolidation and Sale of Assets Not Liquidation.  For purposes of this Section 4, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Non-Voting Common Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or property) of all or substantially all of the assets of the Corporation, will not constitute a liquidation, dissolution or winding up of the Corporation.

5. Conversion.

(a) General.

(i) A holder of Non-Voting Common Stock shall be permitted to convert, or upon the written request of the Corporation shall convert, shares of Non-Voting Common Stock into shares of Common Stock at any time or from time to time, provided that upon such conversion the holder, together with all Affiliates of the holder, will not own or control in the aggregate more than nine point nine (9.9%) of the Common Stock (or of any class of Voting Securities issued by the Corporation), excluding for the purpose of this calculation any reduction in ownership resulting from transfers by such holder of Voting Securities of the Corporation (which, for the avoidance of doubt, does not include Non-Voting Common Stock).  In any such conversion, each share of Non-Voting Common Stock will convert initially into one (1) share of Common Stock, subject to adjustment as provided in Section 6 below.

(ii) Each share of Non-Voting Common Stock will automatically convert into one (1) share of Common Stock, without any further action on the part of any holder, subject to adjustment as provided in Section 6 below, on the date a holder of Non-Voting Common Stock transfers any shares of Non-Voting Common Stock to a non-affiliate of the holder in a Permissible Transfer.

(iii) To effect any permitted conversion under Section 5(a)(i) or Section 5(a)(ii), the holder shall surrender the certificate or certificates evidencing such shares of Non-Voting Common Stock, duly endorsed, at the registered office of the Corporation, and provide written instructions to the Corporation as to the number of whole shares for which such conversion shall be effected, together with any appropriate documentation that may be reasonably required by the Corporation.  Upon the surrender of such certificate(s), the Corporation will issue and deliver to such holder (in the case of a conversion under Section 5(a)(i)) or such holder's transferee (in the case of a conversion under Section 5(a)(ii)) a certificate or certificates for the number of shares of Common Stock into which the Non-Voting Common Stock has been converted and, in the event that such conversion is with respect to some, but not all, of the holder's shares of Non-Voting Common Stock, the Corporation shall deliver to such holder a certificate or certificate(s) representing the number of shares of Non-Voting Common Stock that were not converted to Common Stock.

(iv) All shares of Common Stock delivered upon conversion of the Non-Voting Common Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests, charges and other encumbrances.

(b) Reservation of Shares Issuable Upon Conversion.  The Corporation will at all times reserve and keep available out of its authorized but unissued Common Stock solely for the purpose of effecting the conversion of the Non-Voting Common Stock such number of shares of Common Stock as will from time to time be sufficient to effect the conversion of all outstanding Non-Voting Common Stock; and if at any time the number of shares of authorized but unissued Common Stock will not be sufficient to effect the conversion of all then outstanding Non-Voting Common Stock, the Corporation will take such action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Common Stock to such number of shares as will be sufficient for such purpose.

(c) No Impairment.  The Corporation 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 Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such actions as may be necessary or appropriate in order to protect the conversion rights of the holders of the Non-Voting Common Stock against impairment.

6. Adjustments.

(a) Combinations or Divisions of Common Stock.  In the event that the Corporation at any time or from time to time will effect a division of the Common Stock into a greater number of shares (by stock split, reclassification or otherwise other than by payment of a Dividend in Common Stock or in any right to acquire the Common Stock), or in the event the outstanding Common Stock will be combined or consolidated, by reclassification, reverse stock split or otherwise, into a lesser number of shares of the Common Stock, then the dividend, liquidation, and conversion rights of each share of Non-Voting Common Stock in effect immediately prior to such event will, concurrently with the effectiveness of such event, be proportionately decreased or increased, as appropriate.

(b) Reclassification, Exchange or Substitution.  If the Common Stock is changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a division or combination of shares provided for in Section 6(a) above), (1) the conversion ratio then in effect will, concurrently with the effectiveness of such transaction, be adjusted so that each share of the Non-Voting Common Stock will be convertible into, in lieu of the number of shares of Common Stock which the holders of the Non-Voting Common Stock would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equal to the product of (i) the number of shares of such other class or classes of stock that a holder of a share of Common Stock would be entitled to receive in such transaction and (ii) the number of shares of Common Stock into which such share of Non-Voting Common Stock is then convertible (without regard to any limitations on conversion of the Non-Voting Common Stock) immediately before that transaction and (2) the Dividend and Liquidation Distribution rights then in effect will, concurrently with the effectiveness of such transaction, be adjusted so that each share of Non-Voting Common Stock will be entitled to a Dividend and Liquidation Distribution right, in lieu of with respect to the number of shares of Common Stock which the holders of the Non-Voting Common Stock would otherwise have been entitled to receive, with respect to a number of shares of such other class or classes of stock equal to the product of (i) the number of shares of such other class or classes of stock that a holder of a share of Common Stock would be entitled to receive in such transaction and (ii) the number of shares of Common Stock into which such share of Non-Voting Common Stock is then convertible (without regard to any limitations on conversion of the Non-Voting Common Stock) immediately before that transaction.

(c) Certificates as to Adjustments.  Upon the occurrence of each adjustment or readjustment pursuant to this Section 6, the Corporation at its expense will promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Non-Voting Common Stock a certificate executed by the Corporation's President (or other appropriate officer) setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based.  The Corporation will, upon the written request at any time of any holder of Non-Voting Common Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, and (ii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of the Non-Voting Common Stock.

7.Reorganization, Mergers, Consolidations or Sales of Assets.  If at any time or from time to time there will be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares otherwise provided for in Section 6) or a merger or consolidation of the Corporation with or into another corporation, or the sale of all or substantially all the Corporation's properties and assets to any other Person, then, as a part of such reorganization, merger, consolidation or sale, provision will be made so that the holders of the Non-Voting Common Stock will thereafter be entitled to receive upon conversion of the Non-Voting Common Stock, the number of shares of stock or other securities or property of the Corporation, or of the successor company resulting from such merger or consolidation or sale, to which a holder of that number of shares of Common Stock deliverable upon conversion of the Non-Voting Common Stock would have been entitled to receive on such capital reorganization, merger, consolidation or sale (without regard to any limitations on conversion of the Non-Voting Common Stock).

8.Redemption.  Except to the extent a liquidation under Section 4 may be deemed to be a redemption, the Non-Voting Common Stock will not be redeemable at the option of the Corporation or any holder of Non-Voting Common Stock at any time.  Notwithstanding the foregoing, the Corporation will not be prohibited from repurchasing or otherwise acquiring shares of Non-Voting Common Stock in voluntary transactions with the holders thereof, subject to compliance with any applicable legal or regulatory requirements, including applicable regulatory capital requirements.  Any shares of Non-Voting Common Stock repurchased or otherwise acquired may be reissued as additional shares of Non-Voting Common Stock.

9.Voting Rights.  The holders of Non-Voting Common Stock will not have any voting rights, except as may otherwise from time to time be required by law.

10.Protective Provisions.  So long as any shares of Non-Voting Common Stock are issued and outstanding, the Corporation will not (including by means of merger, consolidation or otherwise), without obtaining the approval (by vote or written consent) of the holders of a majority of the issued and outstanding shares of Non-Voting Common Stock, (a) alter or change the rights, preferences, privileges or restrictions provided for the benefit of the holders of the Non-Voting Common Stock, (b) increase or decrease the authorized number of shares of Non-Voting Common Stock or (c) enter into any agreement, merger or business consolidation, or engage in any other transaction, or take any action that would have the effect of changing any preference or any relative or other right provided for the benefit of the holders of the Non-Voting Common Stock.  In the event that the Corporation offers to repurchase shares of Common Stock, the Corporation shall offer to repurchase shares of Non-Voting Common Stock pro rata based upon the number of shares of Common Stock such holders would be entitled to receive if such shares were converted into shares of Common Stock immediately prior to such repurchase.

11.Restriction on Transfer.  A holder of Non-Voting Common Stock may not sell or transfer any shares of capital stock of the Corporation other than to an Affiliate of such holder or to the Corporation if, as a result of the transfer, such holder would have transferred to persons other than Affiliates of such holder or the Corporation in the aggregate, since the date of these Articles of Amendment, ownership or control of 33.3 percent or more of any class of the Corporation's Voting Securities.  The percentage set forth in the previous sentence shall be calculated using the following formula: (i) the numerator, which will be the total number of shares of capital stock of the Corporation (Common Stock, Non-Voting Common Stock and any other shares of stock convertible into Common Stock) owned or controlled by such holder as of the date of these Articles of Amendment or subsequently acquired or controlled by such holder, that such holder has sold or transferred to any person other than Affiliates of such holder or the Corporation (reflecting any conversion as a result of such sales or transfers), plus the number of such shares of capital stock of the Corporation that such holder proposes to sell or transfer (reflecting any conversion as a result of such proposed sale or transfer), plus the number of shares of Common Stock that such holder would own or control immediately following such proposed sale or transfer, divided by: (ii) the denominator, which will be the total number of shares of Common Stock outstanding immediately following the proposed sale or transfer (reflecting any conversion that would result from such sale or transfer).

12.Notices.  All notices required or permitted to be given by the Corporation with respect to the Non-Voting Common Stock shall be in writing, and if delivered by first class United States mail, postage prepaid, to the holders of the Non-Voting Common Stock at their last addresses as they shall appear upon the books of the Corporation, shall be conclusively presumed to have been duly given, whether or not the holder actually receives such notice; provided, however, that failure to duly give such notice by mail, or any defect in such notice, to the holders of any stock designated for repurchase, shall not affect the validity of the proceedings for the repurchase of any other shares of Non-Voting Common Stock, or of any other matter required to be presented for the approval of the holders of the Non-Voting Common Stock.

13.Record Holders.  To the fullest extent permitted by law, the Corporation will be entitled to recognize the record holder of any share of Non-Voting Common Stock as the true and lawful owner thereof for all purposes and will not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other Person, whether or not it will have express or other notice thereof.

14.Term.  The Non-Voting Common Stock shall have perpetual term unless converted in accordance with Section 5.

15.No Preemptive Rights.  The holders of Non-Voting Common Stock are not entitled to any preemptive or preferential right to purchase or subscribe for any capital stock, obligations, warrants or other securities or rights of the Corporation, except for any such rights that may be granted by way of separate contract or agreement to one or more holders of Non-Voting Common Stock.

16.Replacement Certificates.  In the event that any Certificate will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Corporation, the posting by such Person of a bond in such amount as the Corporation may determine is necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Corporation or the Exchange Agent, as applicable, will deliver in exchange for such lost, stolen or destroyed Certificate a replacement Certificate.

17.Other Rights.  The shares of Non-Voting Common Stock have no preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or rights, other than as set forth herein or as provided by applicable law.