Common use of CAPITAL PLAN AND HIGHER MINIMUMS Clause in Contracts

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31, 2003 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based capital at least equal to ten percent (10%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (7%) of adjusted total assets.1 (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (g) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change. (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior determination of no supervisory objection by the Assistant Deputy Comptroller. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March December 31, 2003 2009, and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based Tier 1 capital at least equal to ten nine percent (109%) of adjusted total assets,1 and (b) Total Risk Based Capital of at least eleven and a half percent (11.5%) of risk-weighted assets; (b. 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) Tier 1 capital at least equal to eight percent (8%) of riskas the average total asset figure used for Call Report purposes minus end-weighted of-quarter intangible assets; (c) Tier 1 capital at least equal to seven percent (7%) of adjusted total assets.1. (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's ’s assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's ’s needs; (ed) contingency plans that identify alternative methods should the primary source(s) under (dc) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (ge) a dividend policy that permits the declaration of a dividend only:; (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. (4) Upon completion, the Bank's ’s capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's ’s capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Effective immediately, the Bank shall achieve by March 31, 2003 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3167): (a) Total risk based capital at least equal to ten twelve percent (1012%) of risk-risk- weighted assets; (b) Tier 1 (core) capital at least equal to eight percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (7%) of adjusted total assets.1 (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 165 pursuant to 12 C.F.R. § 6.4(b)(1)(iv165.4(b)(1)(iv). (3) Within ninety sixty (9060) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) year capital program. The program shall include:: 1 Adjusted total assets is defined in 12 C.F.R. § 167.1. (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 1467a(f) and 6012 C.F.R. § 163.143; and (iii) with prior written notice to the prior Assistant Deputy Comptroller. Upon receiving a determination of no supervisory objection by from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the dividend policy. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1( 1 ) The Bank shall achieve by March 31September 30, 2003 2002 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based capital at least equal to ten fourteen percent (1014%) of risk-risk- weighted assets; (b) Tier 1 capital at least equal to eight nine percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (79%) of adjusted total assets.1 (2( 2 ) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3( 3 ) Within ninety sixty (9060) daysdays of the adoption of the Strategic Plan required in Article IV, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) three-year capital program. The program , which shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1);; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under subparagraph (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior determination of no supervisory objection by the Assistant Deputy Comptroller. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Within ninety (90) days, the Bank shall achieve by March 31, 2003 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based capital at least equal to ten twelve percent (1012%) of risk-risk- weighted assets; (b) Tier 1 capital at least equal to eight percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (7%) of adjusted total assets.1 (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety sixty (9060) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1);; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the dividend policy. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31June 30, 2003 2006, and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based Tier 1 capital at least equal to ten fifteen percent (1015%) of risk-weighted assets; (b) Total capital at least equal to sixteen percent (16%) of risk-weighted assets. (c) Tier 1 Leverage capital of at least equal to eight percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (7%) of adjusted total assets.1 (2) ). The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (32) Within ninety thirty (9030) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) three-year capital program. The program shall include: (a) : specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1);): (ba) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-balance sheet activities, including: (i) various budget and growth scenarios analyzed in a quantitative manner; (cii) detailed description and analysis of loan growth projections including type, source and the corresponding impact on each capital category as defined in paragraph (1) above; (b) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (dc) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (ed) contingency plans that identify alternative methods should the primary source(s) under (dc) above not be available; (f) specific . The contingency plans must also include an option to sell, merge or liquidate the bank with corresponding triggers, timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Actionand a detailed process; and (ge) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the dividend policy. (43) Upon completion, the Bank's capital program and the dividend policy shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital programprogram and the dividend policy. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (54) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31June 30, 2003 2008 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based Tier 1 capital at least equal to ten eleven percent (1011%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (7%) of adjusted total assets.1assets.1 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety one hundred twenty (90120) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and, (iii) with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the dividend policy. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31, 2003 2010 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based Risk Based capital at least equal to ten eleven percent (1011%) of risk-risk- weighted assets; (b) Tier 1 capital at least equal to eight nine percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (79%) of adjusted total assets.1 (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety thirty (9030) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) year capital program. The program shall include:: 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets, unless otherwise notified in writing. (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a written determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31September 30, 2003 2009, and thereafter maintain maintain, the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based capital at least equal to ten twelve percent (1012%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight nine percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (79%) of adjusted total assets.1 (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) three-year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1);; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the dividend policy. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) If the OCC determines, in its sole judgment, that the Bank has failed to submit an acceptable capital program as required by paragraph (3) of this Article, or fails to implement or adhere to a capital program for which the OCC has taken no supervisory objection pursuant to paragraph (4) of this Article, then within ninety (90) days of receiving written notice from the OCC of such fact, the Bank shall develop and shall submit to the OCC for its review and prior determination of no supervisory objection a capital contingency plan, which shall detail the Board’s proposal to sell or merge the Bank, or liquidate the Bank under 12 U.S.C. § 181. After the OCC has advised the Bank that it does not take supervisory objection to the capital contingency plan, the Board shall immediately implement, and shall thereafter ensure adherence to, the terms of the contingency plan. Failure to submit a timely, acceptable contingency plan may be deemed a violation of this Agreement, in the exercise of the OCC’s sole discretion. (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31, 2003 immediately and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based Tier 1 capital at least equal to ten twelve percent (1012%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight percent (88 %) of adjusted total assets. (c) Total capital at least equal to fourteen percent (14%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (7%) of adjusted total assets.1 (2) The requirement in this Formal Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “"well capitalized” " for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) three-year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with With the prior determination written approval of no supervisory objection by the Assistant Deputy Comptroller. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objectionapproval. Upon receiving a determination of no supervisory objection from approval by the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31, 2003 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based Risk Based capital at least equal to ten twelve percent (1012.0%) of risk-risk- weighted assets;; and (b) Tier 1 capital at least equal to eight nine percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (79.0%) of adjusted total assets.1assets. (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety thirty (9030) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. (4) Upon completioncompletion and after any subsequent revisions, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank Board shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The If the OCC determines, in its sole judgment, that the Board has failed to submit an acceptable capital program as required by paragraph (3) of this Article, or fails to implement or adhere to a capital program for which the OCC has taken no supervisory objection pursuant to paragraph (4) of this Article, then within sixty (60) days of receiving written notice from the OCC of such fact, the Board shall ensure that develop and shall submit to the OCC for its review and prior determination of no supervisory objection a capital contingency plan, which shall detail the Board’s proposal to sell or merge the Bank, or liquidate the Bank under 12 U.S.C. § 181. After the OCC has processesadvised the Bank that it does not take supervisory objection to the capital contingency plan, personnelthe Board shall immediately implement, and control systems shall thereafter ensure adherence to, the terms of the contingency plan. Failure to ensure implementation submit a timely, acceptable contingency plan may be deemed a violation of and adherence to this Agreement, in the program developed pursuant to this Articleexercise of the OCC’s sole discretion.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31September 30, 2003 2012, and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3167, Subpart B): (a) Total risk based capital at least equal to ten percent (10%) of risk-weighted assets; (b) Tier 1 capital Capital at least equal to eight percent (8%) of risk-weighted assetsAdjusted Total Assets; (cb) Tier 1 capital Total Risk-Based Capital at least equal to seven twelve percent (712%) of adjusted total assets.1Risk- Weighted Assets. (2) The requirement in this Agreement to meet and maintain a specific capital level means mean that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 165 pursuant to 12 C.F.R. § 6.4(b)(1)(iv165.4(b)(1)(iv). (3) Within ninety (90) daysBy April 30, 2012, the Board shall developreview, implementrevise, and thereafter ensure Bank adherence to a three (3) year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than commensurate with the requirements Bank’s risk profile, including identification of paragraph (1)internal Board approved thresholds for the leverage ratio and total risk-based capital ratio; (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend or other capital distribution only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when with the Bank is in compliance with submission of the application required pursuant to 12 U.S.C. §C.F.R. § 56 and 60163, Subpart E; and (iii) with the prior determination written approval of no supervisory objection by the Assistant Deputy ComptrollerSupervisory Office. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to this Article and the program developed pursuant to this Articleit.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31, 2003 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based Risk Based capital at least equal to ten fourteen percent (1014%) of risk-risk- weighted assets; (b) Tier 1 capital at least equal to eight nine percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (79%) of adjusted total assets.1 (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety sixty (9060) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1);; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior determination of no supervisory objection by written notice to the Assistant Deputy Comptroller. Upon receiving notice from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the dividend policy. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The By March 31, 2008, the Bank shall achieve by March 31, 2003 and thereafter maintain the following capital levels (levels, as defined in 12 C.F.R. Part 3):: (a) Total risk based capital at least equal to ten thirteen percent (1013%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight percent twelve (812%) percent of risk-risk weighted assets;; and (c) Tier 1 capital at least Leverage ratio equal to seven ten percent (710%) of adjusted total assets.1assets. (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 6, as provided in 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety sixty (9060) daysdays of the date of this Agreement, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available, including the sale, merger, or liquidation of the Bank; (f) specific timeframes for consistency with the Bank's return planning processes throughout the bank, including but not limited to “well capitalized” the Strategic Plan (as defined in 12 C.F.R. Part 6) for Prompt Corrective ActionArticle III); and (g) a dividend policy that permits the declaration of a dividend only: (i) i. when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets; ii. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change. (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) . with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. (h) Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the dividend policy. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31, 2003 2002 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3):), as measured at month-end: (a) Total risk based capital at least equal to ten percent (10%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (7%) of adjusted total assets.1 (b) Tier 1 capital at least equal to nine percent (9%) of risk-weighted assets; and (c) Total risk-based capital at least equal to eleven percent (11 %) of risk-weighted assets. 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end- of-quarter intangible assets. (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may is not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) three-year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available;; and (f) specific timeframes prior approval of the Director for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (g) a dividend policy that permits Special Supervision/Fraud before the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change. (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior determination of no supervisory objection by the Assistant Deputy Comptrollerdividend. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller Director for Special Supervision/Fraud for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy ComptrollerDirector for Special Supervision/Fraud, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy ComptrollerDirector for Special Supervision/Fraud. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31June 30, 2003 2012 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Tier 1 leverage capital at least equal to 8 percent (8%) of adjusted total assets;1 (b) Total risk based capital at least equal to ten 12 percent (1012%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (7%) of adjusted total assets.1. (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety sixty (9060) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than commensurate with the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis risk profile of the Bank's assets, liabilities, earnings, fixed assets, and off-balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (g) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted . (b) projections for growth and capital requirements based upon a detailed analysis of the Bank’s assets, liabilities, earnings, fixed assets, and off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank’s current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank’s needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; and (f) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain compliance with its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.approved capital program; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the dividend policy. (4) Upon completion, the Bank's ’s capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's ’s capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March October 31, 2003 2002 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk risk-based capital at least equal to ten twelve percent (1012%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight seven and one half percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (77.5%) of adjusted total assets.1 (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety sixty (9060) daysdays of the effective date of this Agreement, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) three-year capital program. The program shall include:: 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior determination of no supervisory objection by written notice to the Assistant Deputy Comptroller. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for a prior written determination of no supervisory objection. Upon receiving a written determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall immediately implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31September 30, 2003 2000, and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3Parts 3 and 6): (a) Total risk based capital at least equal to ten percent (10%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight six percent (86%) of risk-weighted assets;; and (c) Tier 1 capital at least equal to seven five percent (75%) of adjusted total assets.1 (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) three-year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs;; and (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available;. (f3) specific timeframes for Upon completion, the Bank's return capital program shall be submitted to “well capitalized” (as defined in 12 C.F.R. Part 6) the Assistant Deputy Comptroller for Prompt Corrective Action; and (g) a dividend policy that permits review and approval. Upon approval by the declaration of a dividend only: (i) when Assistant Deputy Comptroller, the Bank is in compliance with its approved shall implement and adhere to the capital program; . The Board shall review and update the Bank's capital program on an annual basis, or more frequently if 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change. (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior determination of no supervisory objection by the Assistant Deputy Comptroller. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31, 2003 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based Tier 1 capital at least equal to eight percent (8%) of adjusted total assets.1; (b) Tier 1 capital at least equal to ten percent (10%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (7%) of adjusted total assets.1. (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety (90) daysBy February 28, 2003, the Board shall developupdate, implement, and thereafter ensure Bank adherence to a three (3) your three-year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; and (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60. 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change. (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior determination of no supervisory objection by the Assistant Deputy Comptroller. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31, 2003 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based capital at least equal to ten percent (10%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight percent (8%) of risk-weighted assets;adjusted total assets;1 (cb) Tier 1 Total Risk Based capital at least equal to seven twelve percent (712%) of adjusted total assets.1risk weighted assets. (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety (90) daysBy April 30, 2008, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) three-year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's ’s assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's ’ current and future needs; (d) the primary source(ssources(s) from which the Bank will strengthen its capital structure to meet the Bank's ’s needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (g) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; and 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted . (f) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain compliance with its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.approved capital program; and (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior determination of no supervisory objection by the Assistant Deputy Comptroller. (4) Upon completion, the Bank's ’s capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's ’s capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The By March 31, 2008, the Bank shall achieve by March 31, 2003 and thereafter maintain the following capital levels (levels, as defined in 12 C.F.R. Part 3):: (a) Total risk based capital at least equal to ten thirteen percent (1013%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight percent twelve (812%) percent of risk-risk weighted assets;; and (c) Tier 1 capital at least Leverage ratio equal to seven ten percent (710%) of adjusted total assets.1assets. (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 6, as provided in 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety sixty (9060) daysdays of the date of this Agreement, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's ’s assets, liabilities, earnings, fixed assets, and off-balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's ’s current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's ’s needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available, including the sale, merger, or liquidation of the Bank; (f) specific timeframes for consistency with the Bank's return planning processes throughout the bank, including but not limited to “well capitalized” the Strategic Plan (as defined in 12 C.F.R. Part 6) for Prompt Corrective ActionArticle III); and (g) a dividend policy that permits the declaration of a dividend only: (i) i. when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets; ii. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change. (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) . with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. (h) Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the dividend policy. (4) Upon completion, the Bank's ’s capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's ’s capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March December 31, 2003 2009 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Tier 1 capital at least equal to nine percent (9%) of adjusted total assets1; (b) Total risk based capital at least equal to ten twelve percent (1012%) of risk-risk- weighted assets; (b. 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) Tier 1 capital at least equal to eight percent (8%) of riskas the average total asset figure used for Call Report purposes minus end-weighted of-quarter intangible assets; (c) Tier 1 capital at least equal to seven percent (7%) of adjusted total assets.1. (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. (4) Upon completioncompletion of the capital program, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for his review and prior written determination of no supervisory objection. Upon receiving a written determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Effective immediately, the Bank shall achieve by March 31, 2003 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based Tier 1 capital at least equal to ten twelve percent (1012%) of risk-weighted assets;assets;1 (b) Tier 1 capital at least equal to eight percent (8%) of adjusted total assets.2 1 A national bank’s risk-weighted assets is derived by assigning that bank’s assets and off-balance sheet items to one of four risk categories detailed in 12 C.F.R. Part 3.‌ 2 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets; (c) Tier 1 capital at least equal to seven percent (7%) of adjusted total assets.1. (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety (90) days, the Board shall developreview, implementrevise as necessary, and thereafter ensure Bank adherence to a its three (3) year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptrollerdividend policy. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Within sixty (60) days, the Bank shall achieve by March 31, 2003 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based Tier 1 capital at least equal to ten eleven percent (1011%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight 9 percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (79%) of adjusted total assets.1 (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety forty-five (9045) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's ’s assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's ’s current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's ’s needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in Pursuant to 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change. Bank is (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior determination of no supervisory objection by the Assistant Deputy Comptroller. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.,

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall immediately achieve by March 31, 2003 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based capital at least equal to ten twelve percent (1012%) of risk-weighted assets;; and (b) Tier 1 capital at least equal to eight percent (8%) of adjusted total assets. (2) The Bank shall achieve by March 31, 2005, and thereafter maintain, the following capital levels: (a) Total capital at least equal to fourteen percent (14%) of risk-weighted assets;; and (cb) Tier 1 capital at least equal to seven nine percent (79%) of adjusted total assets.1assets. (23) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “"well capitalized” " for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (34) Within ninety sixty (9060) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) three-year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph paragraphs (1) and (2); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior determination written approval of no supervisory objection by the Assistant Deputy Comptroller. (45) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objectionapproval. Upon receiving a determination of no supervisory objection from approval by the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31June 30, 2003 2008, and thereafter maintain the following Tier 1 capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based capital at least equal to ten percent (10%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight 8 percent (8%) of risk-weighted adjusted total assets;. (c2) Tier 1 capital The Bank shall achieve by September 30, 2008, and thereafter maintain Total Risk Based Capital (as defined in 12 C.F.R. Part 3) at least equal to seven 12 percent (712%) of adjusted total assets.1risk- weighted assets. (23) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (34) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a capital program spanning a minimum period of three (3) year capital programyears. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph paragraphs (1) and (2); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior determination written approval of no supervisory objection by the Assistant Deputy Comptroller. (45) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (56) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31, 2003 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based Tier 1 capital at least equal to ten twelve and one-half percent (1012.50%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight seven and one-half percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (77.50%) of adjusted total assets.1 (2) The requirement in requirements of this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 and12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety one hundred and twenty (90120) days, the Board Bank shall develop, implement, and thereafter ensure Bank adherence to a three (3) three-year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (g) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes puposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change. (d) the primary source(s) from which the Bank may strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; and (f) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital plan; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior determination of no supervisory objection by the Assistant Deputy Comptroller. (4) Upon completion, the Bank's ’s capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objectionapproval. Upon receiving a determination of no supervisory objection from approval by the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's ’s capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31, 2003 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Tier 1 capital at least equal to nine percent (9.00%) of adjusted total assets;1 and, (b) Total risk based capital at least equal to ten thirteen percent (1013.00%) of risk-risk- weighted assets; (b. 1Adjusted total assets is defined in 12 C.F.R. § 3.2(a) Tier 1 capital at least equal to eight percent (8%) of riskas the average total asset figure used for Call Report purposes minus end-weighted of-quarter intangible assets; (c) Tier 1 capital at least equal to seven percent (7%) of adjusted total assets.1. (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 § C.F.R. § 6.4(b)(1)(iv). (3) Within ninety (90) days, the The Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31, 2003 2011, and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based capital at least equal to ten percent (10%) of risk-weighted assets; (b) Tier 1 leverage capital at least equal to eight percent (8%) of risk-weighted assets;adjusted total assets;1 (cb) Tier 1 Total risk based capital at least equal to seven percent twelve (712%) of adjusted total assets.1risk-weighted assets. (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety sixty (9060) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1);; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. Upon receiving a written determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the dividend policy. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior written determination of no supervisory objection. Upon receiving a written determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March December 31, 2003 2008 and thereafter during the term of this Agreement shall maintain the following capital levels (as defined in 12 C.F.R. Part 3):), calculated as of the end of each calendar quarter: (a) Total risk based capital a. Tier 1 Leverage Capital at least equal to ten nine percent (109%) of risk-weighted actual average total assets; (b) Tier 1 capital at least equal to eight percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (7%) of adjusted total assets.1 (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety (90) daysdays from the date of this Agreement, the Board shall develop, develop and implement, and thereafter ensure by December 31, 2008, the Bank adherence will adhere to a three (3) year capital program. The program shall include: (a) a. specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1);; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. (b) b. projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-balance sheet activities; (c) c. projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) d. the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) e. contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (g) f. a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the dividend policy. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article IV. (6) If the OCC determines, pursuant to this Agreement, that the Bank has failed to submit an acceptable capital program as required by paragraph (3) of this Article, or fails to implement or adhere to a capital program for which the OCC has taken no supervisory objection pursuant to paragraph (4) of this Article, then within ninety (90) days of receiving written notice from the OCC of such fact, the Bank shall develop and shall submit to the OCC for its review and prior determination of no supervisory objection a capital contingency plan, which shall detail the Board’s proposal to raise capital, and sell or merge the Bank, or liquidate the Bank under 12 U.S.C. § 181. After the OCC has advised the Bank that it does not take supervisory objection to the capital contingency plan, the Board shall immediately implement, and shall thereafter ensure adherence to, the terms of the contingency plan. Failure to submit a timely, acceptable contingency plan may be deemed a violation of this Agreement, in the exercise of the OCC’s sole discretion.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31, 2003 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based Tier 1 capital at least equal to ten twelve percent (1012%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (7%) of adjusted total assets.1 (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety sixty (9060) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) year capital program. The program shall include:: 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the dividend policy. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall immediately achieve by March 31, 2003 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based capital at least equal to ten twelve percent (1012%) of risk-weighted assets;; and (b) Tier 1 capital at least equal to eight percent (8%) of adjusted total assets. (2) The Bank shall achieve by March 31, 2005, and thereafter maintain, the following capital levels: (a) Total capital at least equal to fourteen percent (14%) of risk-weighted assets;; and (cb) Tier 1 capital at least equal to seven nine percent (79%) of adjusted total assets.1assets. (23) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “"well capitalized” " for purposes of 12 U.S.C. § Sec. 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § Sec. 6.4(b)(1)(iv). (34) Within ninety sixty (9060) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) three-year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph paragraphs (1) and (2); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ Sec.Sec. 56 and 60; and (iii) with the prior determination written approval of no supervisory objection by the Assistant Deputy Comptroller. (45) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objectionapproval. Upon receiving a determination of no supervisory objection from approval by the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March December 31, 2003 2006 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based capital Tier 1 Capital at least equal to ten percent (10%) of risk-weighted assets; (b) Tier 1 capital Total Risk-Based Capital at least equal to eight eleven percent (811%) of risk-weighted assets; (c) Tier 1 capital Capital at least equal to seven eight percent (78%) of adjusted total assets.1assets. (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) three-year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and adherence to capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-balance sheet activities; (c) projections of the primary sources and amount and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific . The contingency plans must also include an option to sell, merge or liquidate the bank with corresponding triggers, timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Actionand a detailed process; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ ss.ss. 56 and 60; and (iii) with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the dividend policy. (4g) a dividend policy that prohibits the declaration of dividend payments to directors and senior officers of the Bank, and their related interests, except for the purpose of Holding Company trust preferred, so long as this Agreement is in force. (3) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31June 30, 2003 2002, and thereafter maintain maintain, the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based Tier 1 capital at least equal to eight percent (8%) of adjusted total assets.1 (b) Tier 1 capital at least equal to ten percent (10%) of risk-weighted assets;. (bc) Tier 1 Total risk-based capital at least equal to eight twelve percent (812%) of risk-risk- weighted assets; (c) Tier 1 capital at least equal to seven percent (7%) of adjusted total assets.1. (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety one hundred-twenty (90120) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) three-year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs;; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available;; and (f) specific timeframes for prior approval of the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (g) a dividend policy that permits Assistant Deputy Comptroller before the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change. (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior determination of no supervisory objection by the Assistant Deputy Comptrollerdividend. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March December 31, 2003 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based Tier 1 capital at least equal to ten percent (10%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight seven and one-half percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (77.5%) of adjusted total assets.1assets. (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “"well capitalized” " for purposes of 12 U.S.C. § Section 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § Section 6.4(b)(1)(iv). (3) Within ninety thirty (9030) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) three-year capital program, consistent with the goals and objectives outlined in your strategic plan. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); ) of this Article; (b) projections for growth growth, subject to the limitations in subparagraph (1)(d) of Article VIII, and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-balance sheet activities; ; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; ; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; ; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; ; and (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (g) a dividend policy that permits the declaration of a dividend only: (i) only when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change. (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior determination of no supervisory objection by the Assistant Deputy Comptroller. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.the

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31, 2003 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based Tier 1 capital at least equal to ten eleven percent (1011%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (7%) of adjusted total assets.1 (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) three-year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1);; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior written determination of no supervisory objection. Upon receiving a written determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March 31September 30, 2003 2011 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based Tier 1 capital at least equal to ten eleven percent (1011.00%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight seven and one half percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (77.50%) of adjusted total assets.1 (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety sixty (9060) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) three-year capital programCapital Plan. The program Capital Plan shall include:: 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (gf) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.Capital Plan; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. Upon receiving a determination of no supervisory objection, the Bank shall implement and adhere to the dividend policy. (4) Upon completion, the Bank's capital program Capital Plan shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital programCapital Plan. The Board shall review and update the Bank's capital program Capital Plan on an annual basis, or basis and more frequently if necessarynecessary or if requested by the Assistant Deputy Comptroller. Copies of Revisions to the reviews and updates Capital Plan shall be submitted to the Assistant Deputy ComptrollerComptroller for a prior written determination of no supervisory objection. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program Capital Plan developed pursuant to this Article. (6) If the Bank fails to submit an acceptable Capital Plan as required by paragraph (3) of this Article, fails to implement or adhere to a Capital Plan for which the Assistant Deputy Comptroller has taken no supervisory objection pursuant to paragraph (4) of this Article, or fails to achieve and maintain the minimum capital ratios as required by paragraph (1) of this article then, in the sole discretion of the Assistant Deputy Comptroller, the Board shall, upon direction of the Assistant Deputy Comptroller, within thirty (30) days develop and shall submit to the Assistant Deputy Comptroller for her review and prior determination of no supervisory objection a Disposition Plan, which shall detail the Board’s proposal to sell or merge the Bank, or liquidate the Bank under 12 U.S.C. § 181. If the Disposition Plan outlines the sale or merger of the Bank, at a minimum, the Disposition Plan shall address the steps that will be taken and the associated timeline to ensure that a definitive agreement for the sale or merger of the Bank is executed within an acceptable time after the receipt of the Assistant Deputy Comptroller’s written determination of no supervisory objection to the Disposition Plan. If the Disposition Plan outlines a liquidation of the Bank, the Disposition Plan shall detail the actions and steps necessary to accomplish the liquidation in conformance with 12 U.S.C. §§ 181 and 182, and the dates by which each step of the liquidation shall be completed, including the date by which the Bank will terminate the national bank charter. In the event of liquidation, the Bank shall hold a shareholder vote pursuant to 12 U.S.C. § 181, and commence liquidation, within thirty (30) days of receiving the Assistant Deputy Comptroller’s written determination of no supervisory objection to the Disposition Plan. (7) After the Assistant Deputy Comptroller has advised the Bank that she does not take supervisory objection to the Disposition Plan, the Board shall immediately implement, and shall thereafter ensure adherence to, the terms of the Disposition Plan. Failure to submit a timely, acceptable Disposition Plan may be deemed a violation of this Agreement, in the exercise of the OCC’s sole discretion.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March December 31, 2003 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based Tier 1 capital at least equal to ten eleven percent (1011%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (7%) of adjusted total assets.1 (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (g) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change. (3) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three-year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (c) contingency plans that identify alternative methods should the primary source(s) under (b) above not be available; and (d) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior determination of no supervisory objection by written notice to the Assistant Deputy Comptroller. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by March December 31, 2003 2009 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based capital Risk – Based Capital at least equal to ten twelve percent (1012%) of risk-risk- weighted assets; (b) Tier 1 capital at least equal to eight percent (8%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven percent (7%) of adjusted total assets.1 (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within ninety thirty (9030) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three (3) - year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (ed) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; (f) specific timeframes for the Bank's return to “well capitalized” (as defined in 12 C.F.R. Part 6) for Prompt Corrective Action; and (ge) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change.; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with prior written request to the prior Assistant Deputy Comptroller. Upon receiving a determination of no supervisory objection by from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the dividend policy. 1 Pursuant to 12 C.F.R. § 3.2(a), the Bank is required to compute and maintain its leverage ratio on the basis of actual, rather than average, total assets. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.