Common use of CAPITAL PLAN AND HIGHER MINIMUMS Clause in Contracts

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by June 30, 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 eight percent (8%) of adjusted total assets.1 (b) Total Risk Based capital at least equal to twelve percent (12%) of risk- 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) 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) 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; 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. (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) contingency plans that identify alternative methods should the primary source(s) under (c) above not be available; and (e) 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 prior 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 June 30, 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 eight twelve and one-half percent (812.50%) of risk-weighted assets; (b) Tier 1 capital at least equal to seven and one-half percent (7.50%) of adjusted total assets.1 (b) Total Risk Based capital at least equal to twelve percent (12%) of risk- weighted assets; (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 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; 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. (cd) projections of the sources and timing of additional primary source(s) from which the Bank may strengthen its capital structure to meet the Bank's current and future needs; (de) contingency plans that identify alternative methods should the primary source(s) under (cd) above not be available; and (ef) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital programplan; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with prior written notice to 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 June 30December 31, 2009 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 eight nine percent (89%) of adjusted total assets.1assets,1 and (b) Total Risk Based capital Capital of at least equal to twelve eleven and a half percent (1211.5%) of risk- 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 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 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; 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.; (c) projections of the sources and timing of additional primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's current and future ’s needs; (d) contingency plans that identify alternative methods should the primary source(s) under (c) above not be available; and (e) 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 written notice to 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 June 30, 2009 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3167): (a) Tier 1 capital at least equal to eight percent (8%) of adjusted total assets.1 (b) Total Risk Based risk based capital at least equal to twelve percent (12%) of risk- weighted assets; (b) Tier 1 (core) capital at least equal to eight percent (8%) 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 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- balance sheet activities; 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.; (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 (cd) above not be available; and (ef) 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 1467a(f) and 6012 C.F.R. § 163.143; and (iii) with prior written notice to 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 Within sixty (60) days, the Bank shall achieve by June 30, 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 eight eleven percent (811%) of risk-weighted assets; (b) Tier 1 capital at least equal to 9 percent (9%) of adjusted total assets.1 (b) Total Risk Based capital at least equal to twelve percent (12%) of risk- 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 forty-five (9045) 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) 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 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 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. (c) projections of the sources and timing of additional capital . Pursuant to meet the Bank's current and future needs; (d) contingency plans that identify alternative methods should the primary source(s) under (c) above not be available; and (e) a dividend policy that permits the declaration of a dividend only: (i) when 12 C.F.R. § 3.2(a), 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 prior 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 June September 30, 2009 2011 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Tier 1 capital at least equal to eight eleven percent (811.00%) of risk-weighted assets; (b) Tier 1 capital at least equal to seven and one half percent (7.50%) of adjusted total assets.1 (b) Total Risk Based capital at least equal to twelve percent (12%) of risk- 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 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- balance sheet activities; 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.; (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 (cd) above not be available; and (ef) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital programCapital Plan; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior written notice to 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 June 30March 31, 2009 2010 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Tier 1 capital at least equal to eight percent (8%) of adjusted total assets.1 (b) Total Risk Based capital at least equal to twelve eleven percent (1211%) of risk- weighted assets; (b) Tier 1 capital at least equal to nine percent (9%) 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 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- balance sheet activities; 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.; (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 (cd) above not be available; and (ef) 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 written notice to 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 June 30December 31, 2009 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) a. Tier 1 capital Leverage Capital at least equal to eight nine percent (89%) of adjusted actual average total assets.1 (b) Total Risk Based capital at least equal to twelve percent (12%) of risk- 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) 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 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); (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; 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. (c) 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; (dd. 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 (cd) above not be available; and (e) f. 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 written notice to 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 Effective immediately, the Bank shall achieve by June 30, 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 twelve percent (12%) of risk-weighted assets;1 (b) Tier 1 capital at least equal to eight percent (8%) of adjusted total assets.1 (bassets.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) Total Risk Based capital at least equal to twelve percent (12%) of risk- weighted 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 (90) days, the Board shall developreview, implementrevise as necessary, and thereafter ensure Bank adherence to a its 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; 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.; (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 (cd) above not be available; and (ef) 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 written notice to 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 Bank shall achieve by June 30, 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 eight percent (8%) of adjusted total assets.1assets;1 (b) Total Risk Based capital at least equal to twelve percent (12%) of risk- risk 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 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- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank’ current and future needs; (d) the primary sources(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 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. (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) contingency plans that identify alternative methods should the primary source(s) under (c) above not be available; and (ef) 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; and (iii) with prior written notice to 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 June 30, 2009 and thereafter maintain the following capital levels (levels, as defined in 12 C.F.R. Part 3):: (a) Total risk based capital equal to thirteen percent (13%) of risk-weighted assets; (b) Tier 1 capital at least equal twelve (12%) percent of risk weighted assets; and (c) Leverage ratio equal to eight ten percent (810%) of adjusted total assets.1 (b) Total Risk Based capital at least equal to twelve percent (12%) of risk- 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 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 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; 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.; (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 needs; (e) contingency plans that identify alternative methods should the primary source(s) under (cd) above not be available, including the sale, merger, or liquidation of the Bank; (f) consistency with the planning processes throughout the bank, including but not limited to the Strategic Plan (Article III); and (eg) a dividend policy that permits the declaration of a dividend only: (i) 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 written notice to 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 June 30, 2009 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 twelve percent (12%) of risk- weighted assets; (b) Tier 1 capital at least equal to eight percent (8%) of adjusted total assets.1 (b) Total Risk Based capital at least equal to twelve percent (12%) of risk- 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 If the Bank fails to maintain the capital levels as provided in paragraph (901) of this Article, then within fifteen (15) calendar 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) 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; 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. (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 needs; (e) contingency plans that identify alternative methods should the primary source(s) under (cd) above not be available; and (ef) 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 written notice to 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 June 30, 2009 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 eight percent (88.0%) of adjusted total assets.1risk-weighted assets; (b) Total Risk Based Tier 1 capital at least equal to twelve percent (1212.0%) of risk- weighted assets;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 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; 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.; (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 (cd) above not be available; and, (ef) 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 written notice to determination of no supervisory objection by the Assistant Deputy ComptrollerADC. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller ADC for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy ComptrollerADC, the Bank shall implement and adhere to the capital programi. 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. The Board shall review As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and update maintain its leverage ratio on the Bank's capital program on an annual basisbasis of actual, or more frequently if necessaryrather than average total assets. Copies of the reviews and updates shall This language would have to be submitted modified to the Assistant Deputy Comptrollerreflect that change. (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 June 30, 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 eight percent (8%) of adjusted total assets.1; (b) Total Risk Based Tier 1 capital at least equal to twelve ten percent (1210%) of risk- risk-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 February 28, 2003, the Board shall developupdate, implement, and thereafter ensure Bank adherence to a three 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- 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 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. (c) projections . 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 the sources and timing of additional capital actual, rather than average total assets. This language would have to meet the Bank's current and future needs; (d) contingency plans be modified to reflect that identify alternative methods should the primary source(s) under (c) above not be available; and (e) 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 prior written notice to the Assistant Deputy Comptrollerchange. (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 June 30, 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 twelve percent (12%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight percent (8%) of adjusted total assets.1 (b) Total Risk Based capital at least equal to twelve percent (12%) of risk- 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 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; 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.; (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 (cd) above not be available; and (ef) 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 written notice to 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 June 30, 2009 hereafter and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Tier 1 capital at least equal to eight thirteen percent (813%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight and one half percent (8.5%) of adjusted total assets.1 (b) Total Risk Based capital at least equal to twelve percent (12%) of risk- 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). Within sixty (3) Within ninety (9060) days, the Board shall developadopt, implement, and thereafter ensure Bank adherence to a three three-year capital program. The program shall include: (a) specific plans for the maintenance of adequate primary source(s) from which the Bank will strengthen its 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; 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. (c) projections of the sources and timing of additional capital structure to meet the Bank's current and future needs; (db) contingency plans that identify alternative methods should the primary source(s) under (ca) above not be available; and (ec) 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 written notice to 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. (43) Upon completion, and subsequent updates, 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 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the reviews and updates shall be submitted to the Assistant Deputy Comptrolleraverage total asset figure used for Call Report purposes minus end-of-quarter intangible assets. (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 June 30, 2009 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total capital at least equal to twelve percent (12%) of risk-weighted assets; and (b) Tier 1 capital at least equal to eight percent (8%) of adjusted total assets.1assets. (b2) The Bank shall achieve by March 31, 2005, and thereafter maintain, the following capital levels: (a) Total Risk Based capital at least equal to twelve fourteen percent (1214%) of risk- risk-weighted assets;; and (2b) Tier 1 capital at least equal to nine percent (9%) of adjusted total assets. (3) 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 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- off-balance sheet activities; 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.; (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 (cd) above not be available; and (ef) 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 written notice to approval of 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 June 30, 2009 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 eight 8 percent (8%) of adjusted total assets.1assets;1 (b) Total Risk Based risk based capital at least equal to twelve 12 percent (12%) of risk- risk-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 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; 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- 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 needs; (e) contingency plans that identify alternative methods should the primary source(s) under (cd) above not be available; and (ef) 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 written notice to 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 By March 31, 2008, the Bank shall achieve by June 30, 2009 and thereafter maintain the following capital levels (levels, as defined in 12 C.F.R. Part 3):: (a) Total risk based capital equal to thirteen percent (13%) of risk-weighted assets; (b) Tier 1 capital at least equal twelve (12%) percent of risk weighted assets; and (c) Leverage ratio equal to eight ten percent (810%) of adjusted total assets.1 (b) Total Risk Based capital at least equal to twelve percent (12%) of risk- 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 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 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; 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.; (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 (cd) above not be available, including the sale, merger, or liquidation of the Bank; (f) consistency with the planning processes throughout the bank, including but not limited to the Strategic Plan (Article III); and (eg) a dividend policy that permits the declaration of a dividend only: (i) 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 written notice to 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 June 30, 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 ten percent (10%) of risk-weighted assets; and (b) Tier 1 capital at least equal to eight percent (8%) of adjusted total assets.1 (b) Total Risk Based capital at least equal to twelve percent (12%) of risk- 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 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 light of the requirements of paragraph (1)Bank’s increasing problem loans, rapid asset growth, reliance upon brokered deposits, and continuing weak earnings; (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; 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. (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (de) contingency plans that identify alternative methods should the primary source(s) under (cd) above not be available; and (ef) 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; and (iii) with prior 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 restrict the Bank’s loan growth each year to an amount that is no more than five percent (5%) of the Bank’s average total assets for the preceeding year until the Bank has processes, personnel, achieves full compliance with the Agreement and control systems to ensure implementation of and adherence to such Agreement is terminated by the program developed pursuant to this ArticleComptroller.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by June 30, 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 eleven percent (11%) of risk-weighted assets; (b) Tier 1 capital at least equal to eight percent (8%) of adjusted total assets.1 (b) Total Risk Based capital at least equal to twelve percent (12%) of risk- 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) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three 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; 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- 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 (cd) above not be available; and (ef) 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 written notice to 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 June 30October 31, 2009 2002 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Tier 1 capital at least equal to eight percent (8%) of adjusted total assets.1 (b) Total Risk Based risk-based capital at least equal to twelve percent (12%) of risk- risk-weighted assets; (b) Tier 1 capital at least equal to seven and one half percent (7.5%) 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 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- off-balance sheet activities; 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.; (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 (cd) above not be available; and (ef) 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 prior 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 immediately achieve by June 30, 2009 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total capital at least equal to twelve percent (12%) of risk-weighted assets; and (b) Tier 1 capital at least equal to eight percent (8%) of adjusted total assets.1assets. (b2) The Bank shall achieve by March 31, 2005, and thereafter maintain, the following capital levels: (a) Total Risk Based capital at least equal to twelve fourteen percent (1214%) of risk- risk-weighted assets;; and (2b) Tier 1 capital at least equal to nine percent (9%) of adjusted total assets. (3) 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 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- off-balance sheet activities; 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.; (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 (cd) above not be available; and (ef) 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. § Sec.Sec. 56 and 60; and (iii) with the prior written notice to approval of 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.