Common use of CAPITAL PLAN AND HIGHER MINIMUMS Clause in Contracts

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by December 31, 2003 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Tier 1 capital at least equal to eleven percent (11%) of risk-weighted assets; (b) Tier 1 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 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change. (3) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three-year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (c) contingency plans that identify alternative methods should the primary source(s) under (b) above not be available; and (d) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with 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 December 31, 2003 and thereafter continue to maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Tier 1 Total risk based capital at least equal to eleven twelve percent (1112%) of risk-risk- weighted assets; (b) Tier 1 capital at least equal to eight 8 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 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change. (3) Within ninety If the Bank fails to maintain the capital levels as provided in paragraph 1 of this Article, then within thirty (9030) 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; (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; (ce) contingency plans that identify alternative methods should the primary source(s) under (bd) above not be available; and (d) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with 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 Bank shall declare a dividend only: (a) when the Bank is in compliance with its approved capital program; (b) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (c) upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller. (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by December 31September 30, 2003 2012, and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3167, Subpart B): (a) Tier 1 capital at least equal to eleven percent (11%) of risk-weighted assets; (b) Tier 1 capital Capital at least equal to eight percent (8%) of adjusted total assets.1Adjusted Total Assets; (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 mean that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 165 pursuant to 12 C.F.R. § 6.4(b)(1)(iv165.4(b)(1)(iv). 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change. (3) Within ninety (90) daysBy April 30, 2012, the Board shall developreview, implementrevise, 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 commensurate with the requirements Bank’s risk profile, including identification of paragraph (1)internal Board approved thresholds for the leverage ratio and total risk-based capital ratio; (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off- 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; (ce) contingency plans that identify alternative methods should the primary source(s) under (bd) above not be available; and (df) a dividend policy that permits the declaration of a dividend or other capital distribution only: (i) when the Bank is in compliance with its approved capital program; (ii) when with the Bank is in compliance with submission of the application required pursuant to 12 U.S.C. §C.F.R. § 56 and 60163, Subpart E; and (iii) with the prior written notice to approval of the Assistant Deputy ComptrollerSupervisory Office. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to this Article and the program developed pursuant to this Articleit.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by December 31June 30, 2003 2011, and thereafter maintain the following capital levels ratios (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.1assets;1 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. (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). 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change. (3) The Bank shall not declare any dividend without the prior written determination of no supervisory objection from the Assistant Deputy Comptroller. (4) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three-year capital programplan. The program plan shall include: (a) specific plans for the maintenance of to achieve and maintain adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for growth and capital requirements based upon the primary source(sstrategies of the Bank, historical performance, and an analysis of the Bank’s assets, liabilities, earnings, and fixed assets; (c) from which the Bank will strengthen its sources and timing of additional capital structure to meet the Bank's current and future needs;; and (cd) contingency plans that identify alternative methods should the primary source(s) under (b) above not be available; and (d) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in means to achieve 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 requirements of the Assistant Deputy ComptrollerArticle. (45) Upon completion, the Bank's capital program plan shall be submitted to the Assistant Deputy Comptroller for prior written determination of no supervisory objection. If the Board submits a capital plan and the Assistant Deputy Comptroller fails to provide a determination of no supervisory objection, the Board shall resubmit a revised capital plan to the Assistant Deputy Comptroller. Upon receiving a written determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank Board shall implement and adhere thereafter ensure Bank adherence to the capital program. plan. (6) The Board shall review and update the Bank's capital program plan 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 December 31, 2003 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Tier 1 capital at least equal to eleven ten percent (1110%) of risk-weighted assets; (b) Total risk based capital at least equal to twelve percent (12%) of risk weighted assets; (c) Tier 1 capital at least equal to eight seven and one half percent (87.5%) of adjusted total assets.1assets. (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). 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. Within sixty (3) Within ninety (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 (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; (ce) contingency plans that identify alternative methods should the primary source(s) under (bd) above not be available; and (df) 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. (43) 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. (54) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by December 31, 2003 2006 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Tier 1 capital Capital at least equal to ten percent (10%) of risk-weighted assets; (b) Total Risk-Based Capital at least equal to eleven percent (11%) of risk-weighted assets; (bc) Tier 1 capital Capital at least equal to eight percent (8%) of adjusted total assets.1assets. (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change. (3) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three-year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for adherence to capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, and off-balance sheet activities; (c) projections of the primary sources and amount and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (ce) contingency plans that identify alternative methods should the primary source(s) under (bd) above not be available. The contingency plans must also include an option to sell, merge or liquidate the bank with corresponding triggers, timeframes and a detailed process; and (df) 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. §§ ss.ss. 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. (4g) a dividend policy that prohibits the declaration of dividend payments to directors and senior officers of the Bank, and their related interests, except for the purpose of Holding Company trust preferred, so long as this Agreement is in force. (3) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN AND HIGHER MINIMUMS. (1) The Bank shall achieve by December 31, 2003 2006 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Tier 1 capital Capital at least equal to ten percent (10%) of risk-weighted assets; (b) Total Risk-Based Capital at least equal to eleven percent (11%) of risk-weighted assets; (bc) Tier 1 capital Capital at least equal to eight percent (8%) of adjusted total assets.1assets. (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change. (3) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three-year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1); (b) projections for adherence to capital requirements based upon a detailed analysis of the Bank’s assets, liabilities, earnings, and off-balance sheet activities; (c) projections of the primary sources and amount and timing of additional capital to meet the Bank’s current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's ’s needs; (ce) contingency plans that identify alternative methods should the primary source(s) under (bd) above not be available. The contingency plans must also include an option to sell, merge or liquidate the bank with corresponding triggers, timeframes and a detailed process; and (df) 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. (4g) a dividend policy that prohibits the declaration of dividend payments to directors and senior officers of the Bank, and their related interests, except for the purpose of Holding Company trust preferred, so long as this Agreement is in force. (3) Upon completion, the Bank's ’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 December 31, 2003 2010 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Tier 1 Total risk based capital at least equal to eleven twelve percent (1112%) of risk-risk- weighted assets; (b) Tier 1 capital at least equal to eight percent (8%) of adjusted total assets.1assets1. 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. (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). 1 Adjusted total assets is defined in 12 C.F.R. § 3.2(a) as the average total asset figure used for Call Report purposes minus end-of-quarter intangible assets. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change. (3) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three-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; (ce) contingency plans that identify alternative methods should the primary source(s) under (bd) above not be available; and (df) 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. (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 December 31achieve, 2003 at a minimum, a "well-capitalized" position and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3):) until compliance with this document is achieved: (a) Tier 1 total risk-based capital at least equal to eleven 10 percent (11%) of risk-weighted assets; (b) Tier tier 1 capital at least equal to eight 5 percent (8%) of adjusted total assets.1 (2) Within sixty (60) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three-year capital program. 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). 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. As further noted in 12 C.F.R. § 3.2(a), a bank may be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change. (3) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three-year capital program. The program shall include:may (a) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of paragraph (1), and which may in fact be greater, depending on the risk profit of the Bank; (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; (ce) contingency plans that identify alternative methods should the primary source(s) under (bd) above not be available; and (df) 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. (43) 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 be required to compute and maintain its leverage ratio on the basis of actual, rather than average total assets. This language would have to be modified to reflect that change. capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (4) Within thirty (30) days after receiving the results of the internal loan review conducted in accordance with Article VI, the Bank shall amend its capital program to ensure continued compliance with paragraph (1) of this Article. (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 December 31, 2003 and thereafter at all times maintain the following minimum capital levels (as defined in 12 C.F.R. Part 3):ratios: (a) Tier 1 capital at least equal to nine percent (9%) of adjusted total assets; and (b) Total risk based capital at least equal to eleven percent (11%) of risk- weighted assets. (2) For purposes of this Article, “tier 1 capital”, “total risk-based capital”, “adjusted total assets”, and “risk-weighted assets;” are defined in 12 C.F.R. Part 3. (b) Tier 1 capital at least equal to eight percent (8%) of adjusted total assets.1 (23) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may is not be deemed to be “well capitalized” for purposes of 12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. § 6.4(b)(1)(iv). 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. (34) Within ninety thirty (9030) daysdays of the 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: (a) specific 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; (ce) contingency Contingency plans that identify alternative methods should the primary source(s) under (bd) above not be available; and (df) a 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 With the prior written notice to determination of no supervisory objection by the Assistant Deputy Comptroller. (45) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior 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. (56) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.