Common use of CAPITAL PLAN Clause in Contracts

CAPITAL PLAN. (1) 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 and the establishment of capital targets for Total Risk-based and Tier One Capital ratios commensurate with the Bank’s risk profile; (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, off-balance sheet activities, growth plans, and credit risk trends; (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) development of short term capital ratio projections in conjunction with the annual budgeting process, and also long term strategies to provide for the repayment of preferred stock issued under the U.S. Treasury Department’s Troubled Asset Relief Program (TARP); and (g) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; (ii) in conformance with the requirements set forth at 12 C.F.R Part 163 Subpart E – Capital Distributions; 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. (2) 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. (3) 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. (1) Within sixty thirty (6030) daysdays of the adoption of the profit plan required by Article V of this agreement, the Board Bank shall develop, implement, and thereafter ensure Bank adherence to maintain a three three-year rolling capital programplan. The program Capital plan, which should be consistent with the profit plan, shall include, at a minimum: (a) specific plans for the maintenance of adequate capital and the establishment of capital targets for Total Risk-based and Tier One Capital ratios commensurate with the Bank’s risk profilecapital; (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, off-and off- balance sheet activities, growth plans, and credit risk trends; (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 may strengthen its capital structure to meet the Bank's needs; (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; and (f) development of short term capital ratio projections in conjunction with the annual budgeting process, and also long term strategies to provide for the repayment of preferred stock issued under the U.S. Treasury Department’s Troubled Asset Relief Program (TARP); and (g) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital programplan; (ii) when the Bank is in conformance compliance with the requirements set forth at 12 C.F.R Part 163 Subpart E – Capital Distributions; 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. (2) Upon completioncompletion of the plan, the Bank's capital program plan shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank Board shall implement and adhere ensure the Bank’s adherence to the capital programeach plan. 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. (3) The capital plan shall be implemented pursuant to the time frames set forth in the plan unless events dictate changes to the plan. Where the Board considers changes appropriate, those changes with supporting reasons shall be submitted in writing to the Assistant Deputy Comptroller for prior determination of no supervisory objection. (4) 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. (1) Within sixty (60) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three three-year capital program, consistent with the Strategic Plan as required in Article IV. The program shall include: (a) specific plans for the maintenance of adequate capital and levels in relation to the establishment of capital targets for Total Risk-based and Tier One Capital ratios commensurate with the Bank’s bank's risk profile; (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, growth plans, and credit risk trends; (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) development of short term capital ratio projections in conjunction with the annual budgeting process, and also long term strategies to provide for the repayment of preferred stock issued under the U.S. Treasury Department’s Troubled Asset Relief Program (TARP); and (g) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; (ii) when the Bank is in conformance compliance with the requirements set forth at 12 C.F.R Part 163 Subpart E – Capital DistributionsU.S.C. ss.ss. 56 and 60; and (iii) with the prior ▇▇▇or written determination of no supervisory objection by notice to the Assistant Deputy Comptroller. Upon receiving a determination of no supervisory objection notice from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the dividend policy. (2) 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. (3) 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. (1) Within sixty (60) daysOn or before November 30, 2001, the Board Bank shall developprepare and submit to the Commissioner and the FDIC a three-year Capital Plan (the "Capital Plan"), implementprovided that a draft of the Capital Plan shall be submitted on November 26, and thereafter ensure Bank adherence to a three year capital program2001. The program Capital Plan must be acceptable to the Commissioner and the FDIC and shall include, at a minimum: (a) specific plans for the establishment and maintenance of adequate capital and the establishment of capital targets for Total Risk-based and Tier One Capital ratios commensurate in an amount consistent with the Bank’s risk profile; capital levels prescribed by the FFIEC EXPANDED GUIDANCE FOR SUBPRIME LENDING PROGRAMS in Financial Institution Letter ("FIL") -09-2001; (b) projections for growth and capital requirements levels based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-balance sheet activities, growth plans, and credit risk trends; ; (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) a contingency plans plan that identify identifies alternative methods sources should the primary source(s) under subparagraph (d) above not be availableunavailable; and (f) development of short term capital ratio projections in conjunction with the annual budgeting process, and also long term strategies to provide for the repayment of preferred stock issued under the U.S. Treasury Department’s Troubled Asset Relief Program (TARP); and (g) a dividend policy that permits the declaration of a dividend only: (i) only when the Bank is in compliance with its approved capital program; Capital Plan; and (iig) in conformance with the requirements set forth at 12 C.F.R Part 163 Subpart E – execution of a Capital Distributions; and (iii) with the prior written determination of no supervisory objection and Liquidity Assurances Agreement entered into by the Assistant Deputy Comptroller. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, and between the Bank shall implement and adhere to the dividend policyPFC. (2) The terms of the Capital and Liquidity Assurances Agreement referenced in Paragraph (1) of this Article shall provide, among other things, that PFC commits to support, through capital contributions in the form of cash or other qualified assets, each of the capital levels set forth in the Capital Plan as accepted by the Commissioner and the FDIC and the liquidity needs of the Bank. (3) Upon completion, the Bank's capital program Capital Plan shall be submitted to the Assistant Deputy Comptroller Commissioner and the FDIC for prior determination of no supervisory objection. Upon receiving a written determination of no supervisory objection from the Assistant Deputy ComptrollerCommissioner and the FDIC, the Bank shall implement and thereafter adhere to the capital programCapital Plan. The Board shall review and update the Bank's capital program Capital Plan on an annual a quarterly basis, or more frequently if necessaryrequested by the Commissioner and the FDIC. Copies of the reviews and updates shall be submitted to the Assistant Deputy ComptrollerCommissioner and the FDIC. (34) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program Capital Plan developed pursuant to this Article. (5) If the Commissioner and the FDIC determine, in their sole discretion, that the Bank has failed to submit an acceptable Capital Plan as required by this Article, or has failed to implement or adhere to the Capital Plan, then, within ten (10) business days of receiving written notice from the Commissioner and the FDIC of such fact, if requested by the Commissioner and the FDIC, the Bank shall develop and submit to the Commissioner and the FDIC for their review and prior determination of no supervisory objection a Contingency Plan detailing the Board's proposal to either: (i) sell or merge the Bank, or (ii) liquidate the Bank in a manner that will result in no loss or cost to the FDIC. The Bank agrees that it will not begin the liquidation process prior to securing the Commissioner's and the FDIC's written determination of no supervisory objection to the Contingency Plan. After the Commissioner and the FDIC have advised the Bank in writing that they do not take supervisory objection to the 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 by the Commissioner, in the exercise of his discretion, to constitute a violation of this Agreement.

CAPITAL PLAN. (1) 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 pursuant to the requirements under Part 3 and the establishment of capital targets for Total Riskto remain well-based and Tier One Capital ratios commensurate with the Bank’s risk profilecapitalized pursuant to Part 6; (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's ’s assets, liabilities, earnings, fixed assets, off-and off- balance sheet activities, growth plans, and credit risk trends; (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 it 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) development of short term capital ratio projections in conjunction with the annual budgeting process, and also long term strategies to provide for the repayment of preferred stock issued under the U.S. Treasury Department’s Troubled Asset Relief Program (TARP); and (g) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; (ii) when the Bank is in conformance compliance with the requirements set forth at 12 C.F.R Part 163 Subpart E – Capital DistributionsU.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. (2) For one hundred eighty (180) days from the date of this Agreement, the Bank shall limit Total Asset growth to no greater than an annualized rate of five percent (5%), calculated using the actual outstanding Total Assets in place as of the date of this Agreement; provided that, such restriction shall not apply to funding existing lines of credit as of December 31, 2008, or increases in the balance of single family/owner occupied first mortgage residential loans over the balance of those loans as of December 31, 2008. (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, basis or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (34) The Board shall ensure that the Bank has satisfactory processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CAPITAL PLAN. (1) 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 and the establishment of capital targets for Total Risk-based and Tier One Capital ratios commensurate with the Bank’s risk profile; (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's ’s assets, liabilities, earnings, fixed assets, off-and off balance sheet activities, growth plans, and credit risk trends; (cb) projections of the sources and timing of additional capital to meet the Bank's ’s current and future needs; (dc) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's ’s needs; (ed) contingency plans that identify alternative methods should the primary source(s) under (dc) above not be available; and (f) development of short term capital ratio projections in conjunction with the annual budgeting process, and also long term strategies to provide for the repayment of preferred stock issued under the U.S. Treasury Department’s Troubled Asset Relief Program (TARP); and (ge) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; (ii) when the Bank is in conformance compliance with the requirements set forth at 12 C.F.R Part 163 Subpart E – Capital DistributionsU.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. (2) 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 Revisions to the reviews and updates Bank’s Capital Plan shall be submitted to the Assistant Deputy ComptrollerComptroller for a prior written determination of no supervisory objection. (3) 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. (1) Within sixty (60) daysOn or before November 30, 2001, the Board Bank shall developprepare and submit to the FDIC and the Commissioner a three-year Capital Plan (the "Capital Plan"), implementprovided that a draft of the Capital Plan shall be submitted on November 26, and thereafter ensure Bank adherence to a three year capital program2001. The program Capital Plan must be acceptable to the FDIC and the Commissioner and shall include, at a minimum: (a) specific plans for the establishment and maintenance of adequate capital and the establishment of capital targets for Total Risk-based and Tier One Capital ratios commensurate in an amount consistent with the Bank’s risk profile; capital levels prescribed by the FFIEC EXPANDED GUIDANCE FOR SUBPRIME LENDING PROGRAMS in Financial Institution Letter ("FIL") -09-2001; (b) projections for growth and capital requirements levels based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-balance sheet activities, growth plans, and credit risk trends; ; (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) a contingency plans plan that identify identifies alternative methods sources should the primary source(s) under subparagraph (d) above not be availableunavailable; and (f) development of short term capital ratio projections in conjunction with the annual budgeting process, and also long term strategies to provide for the repayment of preferred stock issued under the U.S. Treasury Department’s Troubled Asset Relief Program (TARP); and (g) a dividend policy that permits the declaration of a dividend only: (i) only when the Bank is in compliance with its approved capital program; Capital Plan; and (iig) in conformance with the requirements set forth at 12 C.F.R Part 163 Subpart E – execution of a Capital Distributions; and (iii) with the prior written determination of no supervisory objection and Liquidity Assurances Agreement entered into by the Assistant Deputy Comptroller. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, and between the Bank shall implement and adhere to the dividend policyPFC. (2) The terms of the Capital and Liquidity Assurances Agreement referenced in Paragraph (1) of this Article shall provide, among other things, that PFC commits to support, through capital contributions in the form of cash or other qualified assets, each of the capital levels set forth in the Capital Plan as accepted by the FDIC and the Commissioner and the liquidity needs of the Bank. (3) Upon completion, the Bank's capital program Capital Plan shall be submitted to the Assistant Deputy Comptroller FDIC and the Commissioner for prior determination of no supervisory objection. Upon receiving a written determination of no supervisory objection from the Assistant Deputy ComptrollerFDIC and the Commissioner, the Bank shall implement and thereafter adhere to the capital programCapital Plan. The Board shall review and update the Bank's capital program Capital Plan on an annual a quarterly basis, or more frequently if necessaryrequested by the FDIC and the Commissioner. Copies of the reviews and updates shall be submitted to the Assistant Deputy ComptrollerFDIC and the Commissioner. (34) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program Capital Plan developed pursuant to this Article. (5) If the FDIC and the Commissioner determine, in their sole discretion, that the Bank has failed to submit an acceptable Capital Plan as required by this Article, or has failed to implement or adhere to the Capital Plan, then, within ten (10) business days of receiving written notice from the FDIC and the Commissioner of such fact, if requested by the FDIC and the Commissioner, the Bank shall develop and submit to the FDIC and the Commissioner for their review and prior determination of no supervisory objection a Contingency Plan detailing the Board's proposal to either: (i) sell or merge the Bank, or (ii) liquidate the Bank in a manner that will result in no loss or cost to the FDIC. The Bank agrees that it will not begin the liquidation process prior to securing the FDIC's and the Commissioner's written determination of no supervisory objection to the Contingency Plan. After the FDIC and the Commissioner have advised the Bank in writing that they do not take supervisory objection to the 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 by the FDIC, in the exercise of its discretion, to constitute a violation of this Agreement.

CAPITAL PLAN. (1) 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 and that may in no event be less than the establishment requirements of capital targets for Total Risk-based and Tier One Capital ratios commensurate with the Bank’s risk profile12 C.F.R. Part 3; (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, off-and off- balance sheet activities, growth plans, and credit risk trends; (c) a monthly evaluation of capital adequacy relative to quantifiable key risk indicators such as classified and nonperforming assets and past due loan levels; (d) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (de) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (ef) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; and (f) development of short term capital ratio projections in conjunction with the annual budgeting process, and also long term strategies to provide for the repayment of preferred stock issued under the U.S. Treasury Department’s Troubled Asset Relief Program (TARP); and (g) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; (ii) when the Bank is in conformance compliance with the requirements set forth at 12 C.F.R Part 163 Subpart E – Capital DistributionsU.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. (2) 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. (3) 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. (1) Within sixty (60) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three three-year capital program, consistent with the Strategic Plan as required in Article IV. The program shall include: (a) specific plans for the maintenance of adequate capital and levels in relation to the establishment of capital targets for Total Risk-based and Tier One Capital ratios commensurate with the Bankbank’s risk profile; (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, off-and off- balance sheet activities, growth plans, and credit risk trends; (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) development of short term capital ratio projections in conjunction with the annual budgeting process, and also long term strategies to provide for the repayment of preferred stock issued under the U.S. Treasury Department’s Troubled Asset Relief Program (TARP); and (g) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; (ii) when the Bank is in conformance compliance with the requirements set forth at 12 C.F.R Part 163 Subpart E – Capital DistributionsU.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 notice from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the dividend policy. (2) 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. (3) 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. (1) 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 capital requirements applicable to the Bank and which must address what actions the establishment Bank will take and when those actions will be taken in the event of deteriorating capital targets for Total Risk-based and Tier One Capital ratios commensurate with or other strains on the capital levels of the Bank’s risk profile; (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, growth plans, and credit risk trends; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needsneeds and the projected capital levels needed by the Bank during scenarios of stress; (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 (f) development of short term capital ratio projections in conjunction with the annual budgeting process, and also long term strategies to provide for the repayment of preferred stock issued under the U.S. Treasury Department’s Troubled Asset Relief Program (TARP); and (ge) a dividend policy policy, which may consider the expectations of the holding company of the Bank, that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program;; and (ii) in conformance with the requirements set forth at 12 C.F.R Part 163 Subpart E – Capital Distributions; 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, when the Bank shall implement is in compliance with 12 U.S.C. §§ 56 and adhere to the dividend policy60. (2) 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 review, update and update approve the Bank's ’s capital program on an annual basis, or more frequently if necessarynecessary to address changes in the risk profile of the Bank. Copies of the reviews reviews, updates and updates approvals shall be submitted to the Assistant Deputy Comptroller. (3) 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. (1) 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 pursuant to the requirements under Part 3 and the establishment of capital targets for Total Riskto remain well-based and Tier One Capital ratios commensurate with the Bank’s risk profilecapitalized pursuant to Part 6; (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, growth plans, and credit risk trends; (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 it 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) development of short term capital ratio projections in conjunction with the annual budgeting process, and also long term strategies to provide for the repayment of preferred stock issued under the U.S. Treasury Department’s Troubled Asset Relief Program (TARP); and (g) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; (ii) when the Bank is in conformance compliance with the requirements set forth at 12 C.F.R Part 163 Subpart E – Capital DistributionsU.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. (2) For one hundred eighty (180) days from the date of this Agreement, the Bank shall limit Total Asset growth to no greater than an annualized rate of five percent (5%), calculated using the actual outstanding Total Assets in place as of the date of this Agreement; provided that, such restriction shall not apply to funding existing lines of credit as of December 31, 2008, or increases in the balance of single family/owner occupied first mortgage residential loans over the balance of those loans as of December 31, 2008. (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, basis or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (34) The Board shall ensure that the Bank has satisfactory processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.