Common use of CAPITAL PLAN AND HIGHER MINIMUMS Clause in Contracts

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by October 31, 2008 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based capital equal to twelve percent (12%) of risk-weighted assets; (b) Tier 1 capital at least equal to eleven percent (11%) of risk-weighted assets (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 nine percent (9%) of adjusted total 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 sixty (60) 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; (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 will remain in compliance with its approved capital program and paragraph (1) of this Article immediately following the payment of any dividend; (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.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by October 31, 2008 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based capital equal to twelve percent (12%) of risk-weighted assets; (b) Tier 1 capital at least equal to eleven percent (11%) of risk-weighted assets (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 nine percent (9%) of adjusted total 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 sixty (60) 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 '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; 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 will remain in compliance with its approved capital program and paragraph (1) of this Article immediately following the payment of any dividend; (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 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 '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 October 31September 30, 2008 2001 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 twelve ten percent (1210%) of risk-weighted assets; (b) Tier 1 capital at least equal to eleven eight percent (11%) of risk-weighted assets (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 nine percent (98%) of adjusted total assets.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 sixty ninety (6090) 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 '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;; 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 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. (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 will remain in compliance with its approved capital program and paragraph (1) of this Article immediately following the payment of any dividend; (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 written 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 Within ninety (90) days, the Bank shall achieve by October 31, 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 twelve eleven percent (1211%) of risk-weighted assets; (b) Tier 1 capital at least equal to eleven seven percent (11%) of risk-weighted assets (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 nine percent (97%) of adjusted total 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 sixty ninety (6090) 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 '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; 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 will remain in compliance with its approved capital program and paragraph (1) of this Article immediately following the payment of any dividendprogram; (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 completionadoption, a copy of the Bank’s capital program plan shall be submitted forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from After the Assistant Deputy ComptrollerComptroller has advised the Bank that it does not take supervisory objection to the strategic plan, the Bank Board shall implement immediately implement, and adhere to shall thereafter ensure adherence to, the terms of the capital program. . (5) 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 October 31June 30, 2008 2002, 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 twelve eleven percent (1211%) of risk-weighted assets; (b) Tier 1 capital at least equal to eleven eight percent (11%) of risk-weighted assets (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 nine percent (98%) of adjusted total 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 sixty ninety (6090) 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 '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; 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 will remain in compliance with its approved capital program and paragraph (1) of this Article immediately following the payment of any dividendprogram; (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 notification 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 's capital program shall be submitted to the Assistant Deputy Comptroller for prior written determination of no supervisory objection. Upon receiving a determination notification by the Assistant Deputy Comptroller of no supervisory objection from to the Assistant Deputy Comptrollercapital program, the Bank Board 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 October 31September 30, 2008 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 twelve eleven percent (1211%) of risk-weighted assets; (b) Tier 1 capital at least equal to eleven eight percent (11%) of risk-weighted assets (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 nine percent (98%) of adjusted total 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 sixty ninety (6090) 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 subparagraph (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; 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 will remain in compliance with its approved capital program and paragraph (1) of this Article immediately following the payment of any dividendprogram; (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. ADC. (4) Upon receiving a determination of no supervisory objection from the Assistant Deputy ComptrollerADC, the Bank shall implement and adhere to the dividend policy. (45) Upon completion, the Bank’s 's capital program shall be submitted to the Assistant Deputy Comptroller ADC for prior written 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 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 ComptrollerADC. (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 thirty (30) days, the Bank shall achieve by October 31, 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 twelve percent (12%) of risk-weighted assets; (b) Tier 1 capital at least equal to eleven eight percent (11%) of risk-weighted assets (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 nine percent (98%) of adjusted total assets.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 sixty If Bank capital falls below levels set in (601) above at any call report date, then within thirty (30) 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 '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; 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 will remain in compliance with its approved capital program and paragraph (1) of this Article immediately following the payment of any dividendprogram; (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 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 '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. (6) 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 thirty (30) 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.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by October March 31, 2008 2011, 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 twelve percent (12%) of risk-risk- weighted assets;; and (b) Tier 1 capital at least equal to eleven eight percent (11%) of risk-weighted assets (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 nine percent (98%) of adjusted total 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 sixty (60) days, the Board shall developreview, implementrevise, and thereafter ensure Bank adherence to a three 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 '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; 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 will remain in compliance with its approved capital program and paragraph (1) of this Article immediately following the payment of any dividendprogram; (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, completion of the revisions to the Bank’s 's capital program, a copy of the 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 '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 October 31maintain, 2008 and thereafter maintain on an on-going basis, the following capital levels (as levels, defined in 12 C.F.R. Part 3):: (a) Total risk based capital Risk-Based Capital at least equal to twelve percent (12%) of risk-risk- weighted assets; (b) Tier 1 capital at least equal to eleven eight percent (11%) of risk-weighted assets (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 nine percent (98%) of adjusted total 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 sixty thirty (6030) days, the Board shall developreview, implementrevise, 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; (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; 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 will remain in compliance with its approved capital program and paragraph (1) of this Article immediately following the payment of any dividendprogram; (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 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 '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 October 31June 30, 2008 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 Risk Based capital at least equal to twelve percent (12%) of risk-risk- weighted assets; (b) Tier 1 capital at least equal to eleven percent (11%) of risk-weighted assets (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 nine percent (9%) of adjusted total 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 sixty ninety (6090) 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-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 (dc) above not be available; and (fe) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program and will remain in compliance with its approved capital program and paragraph (1) of this Article immediately following the payment of any dividendprogram; (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 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 '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 '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 October 31, 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 twelve eleven percent (1211%) of risk-weighted assets; (b) Tier 1 capital at least equal to eleven eight percent (11%) of risk-weighted assets (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 nine percent (98%) of adjusted total assets.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 § 1831f and 1831o, 12 C.F.R. § 337.6 and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). (3) Within sixty ninety (6090) 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-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; 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 will remain in compliance with its approved capital program and paragraph (1) of this Article immediately following the payment of any dividendprogram; (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 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the Assistant Deputy Comptroller, the Bank shall implement and adhere to the dividend policyaverage total asset figure used for Call Report purposes minus end-of-quarter intangible assets. (4) Upon completion, the Bank’s '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 '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 October 31, 2008 and thereafter maintain the following minimum capital levels (as defined in 12 C.F.R. Part 3):3)1: (a) Total risk based Tier 1 capital at least equal to twelve ten percent (1210%) of risk-weighted assets; (b) Tier 1 capital at least equal to eleven seven percent (11%) of risk-weighted assets (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 nine percent (97%) of adjusted total assets.assets.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). Within ninety (3) Within sixty (6090) days, the Board shall developforward to the Director for his review pursuant to paragraph (3) of this Article a written Capital Plan for the Bank, implementconsistent with the Bank's Strategic Plan required by Article II, covering at least a three-year period. At the next Board meeting following receipt of the Director’s determination of no supervisory objection, the Board shall adopt and the Bank (subject to Board review and ongoing monitoring) shall implement and thereafter ensure Bank adherence to a three year capital programthe Capital Plan. The program Capital Plan 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 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). 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. (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 's future needsneeds as set forth in the Strategic Plan; (d) the primary source(s) from which the Bank will strengthen its maintain an appropriate capital structure to meet the Bank’s needs's future needs as set forth in the Strategic Plan; (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 Capital Plan and will remain in compliance with its approved capital program Capital Plan and paragraph (1) of this Article immediately following the payment of any dividend; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with following 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 policyDirector. (43) Upon completionPrior to adoption by the Board, a copy of the Bank’s capital program Capital Plan, and any subsequent amendments or revisions, shall be submitted forwarded to the Assistant Deputy Comptroller Director for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy ComptrollerDirector, 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 ComptrollerCapital Plan. (54) The Board shall ensure that the Bank has sufficient processes, personnel, and control systems to ensure implementation of effectively implement and adherence adhere to the program plan developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by October 31, 2008 2001, and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based capital equal to twelve percent (12%) of risk-weighted assets; (b) Tier 1 capital at least equal to eleven percent (11%) of risk-weighted assets (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);. (cb) Tier 1 capital at least equal to nine eight percent (98%) of adjusted total 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 sixty ninety (6090) days, the Board shall developcause to be developed, implementimplemented, and thereafter ensure direct 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; (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 augment its capital structure if necessary 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; 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 will remain in compliance with its approved capital program and paragraph (1) of this Article immediately following the payment of any dividendprogram; (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 policyDirector. (4) Upon completion, the Bank’s 's capital program shall be submitted to the Assistant Deputy Comptroller Director for prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy ComptrollerDirector, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank’s 's capital program on at least an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy ComptrollerDirector. (5) The Board shall ensure that cause the Bank has to have the 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 October 31, 2008 meet 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;; and (b) Tier 1 capital at least equal to eleven eight percent (11%) of risk-weighted assets (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 nine percent (98%) of adjusted total assets.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 sixty days (60) days), the Board shall develop, implement, and thereafter ensure Bank adherence to a three year capital programCapital Program. The program Capital 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;; 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure required to be computed for and stated in the Bank’s most recently quarterly Consolidated Report of Condition and Income minus end-of-quarter intangible assets, deferred tax assets, and credit-enhancing interest-only strips, that are deducted from Tier 1 capital, and minus nonfinancial equity investments for which a Tier 1 capital deduction is required pursuant to section 2(c)(5) of Appendix A of 12 C.F.R. Part 3. (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank’s 's needs;; and (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 will remain in compliance with its approved capital program and paragraph (1) of this Article immediately following the payment of any dividend; (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 '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 programCapital 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 Bank may pay a dividend or make a capital distribution only: (a) when the Bank has processes, personnel, is in compliance with its approved Capital Program and control systems to ensure implementation would remain in compliance with its approved Capital Program immediately following the payment of any dividend; (b) when the Bank is in compliance with 12 U.S.C. §§ 56 and adherence to 60; and (c) with the program developed pursuant to this Article.prior written determination of no supervisory objection by the Assistant Deputy Comptroller

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by October 31September 30, 2008 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 twelve eleven percent (1211 %) of risk-risk- weighted assets; (b) Tier 1 capital at least equal to eleven eight percent (11%) of risk-weighted assets (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 nine percent (98 %) of adjusted total 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 sixty ninety (6090) 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 subparagraph (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; 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 will remain in compliance with its approved capital program and paragraph (1) of this Article immediately following the payment of any dividendprogram; (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. ADC. (4) Upon receiving a determination of no supervisory objection from the Assistant Deputy ComptrollerADC, the Bank shall implement and adhere to the dividend policy. (45) Upon completion, the Bank’s 's capital program shall be submitted to the Assistant Deputy Comptroller ADC for prior written 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 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 ComptrollerADC. (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 October 31, 2008 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3):Part (a) Total risk based Tier 1 capital at least equal to twelve ten and one-half percent (1210.5%) of risk-risk- weighted assets; (b) Tier 1 capital at least equal to eleven seven and three-quarters percent (11%) of risk-weighted assets (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 nine percent (97.75%) of adjusted total assets.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 sixty ninety (6090) 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-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;; 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. (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 will remain in compliance with its approved capital program and paragraph (1) of this Article immediately following the payment of any dividendprogram; (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 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 '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 October 31September 30, 2008 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 twelve eleven percent (1211%) of risk-weighted assets; (b) Tier 1 capital at least equal to eleven eight percent (11%) of risk-weighted assets (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 nine percent (98%) of adjusted total 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 sixty ninety (6090) 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 subparagraph (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; 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 will remain in compliance with its approved capital program and paragraph (1) of this Article immediately following the payment of any dividendprogram; (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. ADC. (4) Upon receiving a determination of no supervisory objection from the Assistant Deputy ComptrollerADC, the Bank shall implement and adhere to the dividend policy. (45) Upon completion, the Bank’s 's capital program shall be submitted to the Assistant Deputy Comptroller ADC for prior written 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 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 ComptrollerADC. (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 October 31September 30, 2008 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 twelve eleven percent (1211 %) of risk-weighted assets; (b) Tier 1 capital at least equal to eleven eight percent (11%) of risk-weighted assets (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 nine percent (98 %) of adjusted total 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 sixty ninety (6090) 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 subparagraph (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; 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 will remain in compliance with its approved capital program and paragraph (1) of this Article immediately following the payment of any dividendprogram; (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. ADC. (4) Upon receiving a determination of no supervisory objection from the Assistant Deputy ComptrollerADC, the Bank shall implement and adhere to the dividend policy. (45) Upon completion, the Bank’s 's capital program shall be submitted to the Assistant Deputy Comptroller ADC for prior written 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 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 ComptrollerADC. (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 October 31September 30, 2008 2004, 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 twelve eleven percent (1211%) of risk-weighted assets; (b) Tier 1 capital at least equal to eleven seven percent (11%) of risk-weighted assets (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 nine percent (97%) of adjusted total assets.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 sixty ninety (6090) 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);; 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 '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; 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 will remain in compliance with its approved capital program and paragraph (1) of this Article immediately following the payment of any dividendprogram; (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 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 '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 October 31maintain, 2008 and thereafter maintain at a minimum, the following capital levels (as which are defined in 12 C.F.R. Part 3): (a) 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 eleven eight percent (11%) of risk-weighted assets (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 nine percent (98%) of adjusted total assets. (2) The requirement in this Agreement Order 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 sixty (60) sixty days, the Board shall developreview, implementrevise, and thereafter ensure Bank adherence to compliance with its capital program, which shall span a three year capital programperiod. 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; 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 will remain in compliance with its approved capital program and paragraph (1) of this Article immediately following the payment of any dividendprogram; (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 completionrevision, the Bank’s 's capital program shall be submitted to the Assistant Deputy Comptroller within ten (10) days for a 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 '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.