Common use of CREDIT UNDERWRITING AND ADMINISTRATION Clause in Contracts

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days of the date of this Agreement, the Board shall review, revise, and thereafter ensure adherence to the Bank’s Loan Policy to include, at a minimum, revisions relating to: (a) a description of acceptable types of loans and a prohibition against making any loan for which the Bank does not have the knowledge, skills or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased), to include, at a minimum: (i) documenting the specific reason or purpose for the extension of credit; (ii) identifying the expected source of repayment in writing; (iii) structuring the repayment terms to coincide with the expected source of repayment; (iv) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources; (v) determining and documenting whether the loan complies with the Bank’s Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vi) making and documenting determinations regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (vii) verification of liquid assets that the Bank is relying on as a source of repayment; (viii) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statements; and (xi) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repayment, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (w) guidelines for periodic review of the Bank’s adherence to the revised lending policy; and (x) guidelines for periodic review and revision of the lending policy. (3) Within sixty (60) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty (60) days of the date of this Agreement, the Board shall take the necessary steps to obtain current and satisfactory credit information on all loans lacking such information, including those listed in the Report of Examination conducted as of June 30, 2007 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (5) Within sixty (60) days of the date of this Agreement, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (6) Within sixty (60) days of the date of this Agreement, the Board shall revise, adopt, implement, and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to the Bank Loan Policy and underwriting guidelines for all loans. This includes at a minimum, monthly Board monitoring of policy exception reports that track aggregate number and dollar amount of loans with material underwriting exceptions by type of loan and loan officer.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days Effective as of the date of this Agreement, the Board shall reviewBank may not grant, reviseextend, and thereafter ensure adherence to the Bank’s Loan Policy to includerenew, at a minimum, revisions relating toalter or restructure any loan or other extension of credit above $100,000 without: (a) a description of acceptable types of loans and a prohibition against making any loan for which the Bank does not have the knowledge, skills or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased), to include, at a minimum: (i) documenting the specific reason or purpose for the extension of credit; (iib) identifying the expected source of repayment in writing; (iiic) structuring the repayment terms to coincide with the expected source of repayment; (ivd) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources; (ve) determining and documenting whether the loan complies with the Bank’s Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vif) making and documenting the determinations made regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (viig) verification of liquid assets that the Bank is relying on providing an accurate risk assessment grade as a source of repayment;further described in Article VI; and (viiih) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statements; and (xi) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repayment, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (w) guidelines for periodic review of the Bank’s adherence to the revised lending policy; and (x) guidelines for periodic review and revision of the lending policy. (3) Within sixty (60) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty (60) days of the date of this Agreement, the Board shall take the necessary steps to obtain current and satisfactory credit information on all loans above $100,000 lacking such information, including those listed in the Report of Examination conducted as of June 30, 2007 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (5) Within sixty (60) days of the date of this Agreement, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (64) Within sixty (60) days of the date of this Agreement, the Board shall reviseensure proper collateral documentation is maintained on all loans above $100,000 and correct each collateral exception for any loan above $100,000 listed in the XXX, adoptin any subsequent Report of Examination, implementin any internal or external loan review, and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to the Bank Loan Policy and underwriting guidelines for all loans. This includes at a minimum, monthly Board monitoring of policy exception reports that track aggregate number and dollar amount or in any listings of loans with material underwriting exceptions lacking such information provided to management by type the National Bank Examiners at the conclusion of loan and loan officeran examination.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty ninety (6090) days of the date of this Agreement, the Board shall reviewdevelop and submit to the Assistant Deputy Comptroller for a prior written determination of no supervisory objection, revise, and thereafter ensure adherence a program to improve the Bank’s Loan Policy to include, credit risk management and administration practices. The program shall include at a minimum, revisions relating toprovisions requiring: (a) a description of acceptable types of loans and a prohibition against making any loan for which procedures to ensure that the Bank does not have the knowledgegrant, skills extend, renew, alter or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by restructure any loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions or other extension of credit equal to or exceeding one-hundred thousand dollars (including participations purchased$100,000), to include, at a minimumwithout: (i) documenting the specific reason or purpose for the extension of credit; (ii) identifying the expected source of repayment in writing; (iii) structuring the repayment terms to coincide with the expected source of repaymentrepayment and the useful life of the collateral; (iv) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources, including global cash flow analysis where appropriate; (v) determining and documenting whether the loan complies with the Bank’s Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vi) making and documenting the determinations made regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (vii) verification of liquid assets that the Bank is relying on as a source of repaymentproviding an accurate risk assessment grade and proper accrual status for each credit; (viii) obtaining an appraisal or evaluation as appropriate; (ix) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade;; and (x) ongoing requirements for obtaining and analyzing financial statements; and (xi) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repayment, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition written approval of the Bank’s trade areaLoan Committee or Board; (lb) guidelines policies and limitations for loans originating outside of procedures designed to aggregate, track and eliminate exceptions to the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) Loan Policy and underwriting guidelines for all loans to insidersinclude, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At at a minimum, the policy shall: (i) establish monthly Board monitoring of policy exception reports that track aggregate number and dollar limits on extensions amount of credit to any one borrower, above which the prior approval loans with material underwriting exceptions by type of the Board, or a committee thereof, would be requiredloan and loan officer; (ii) establish dollar limits on aggregate extensions accountability by the lending staff for such exceptions that, at a minimum, considers such exceptions in the periodic performance reviews and compensation of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereofsuch lending staff; and (iii) require standards for when installment loan policy exceptions are appropriate and what factors should exist to mitigate exceptions; (c) procedures to ensure that all credits which deviate from commercial loans are properly monitored to include periodic receipt, analysis and documentation of sufficient financial and operating information to measure and monitor the borrower’s financial condition and repayment ability; (d) controls to ensure that installment loans are underwritten in accordance with the Bank’s normal course of businessLoan Policy and safe and sound banking practices, including all credits which deviate from the Bank’s written strategic planto include at a minimum, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shallpolicies and procedures to ensure that customers: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; andmeet employment and residency requirements; (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (w) guidelines for periodic review of the Bank’s adherence to the revised lending policycomplete financial information; and (xiii) guidelines provide sufficient collateral to meet or exceed required loan-to-value guidelines; and (e) controls to ensure repossessed assets are properly safeguarded and accounted for periodic review in accordance with Generally Accepted Accounting Principles (“GAAP”), to include at a minimum: (i) the centralization and revision assignment of accountability for the lending policymaintenance of proper documentation, files and accounting; (ii) procedures to ensure repossessed assets are appropriately valued and recorded; and (iii) the development of appropriate internal controls over repossessed assets. (3) Within sixty (60) days Upon receiving a written determination of no supervisory objection from the date of this AgreementAssistant Deputy Comptroller, the Board shall appoint a capable immediately implement and qualified person or persons thereafter ensure adherence to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management program, policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this AgreementArticle. (4) Within sixty thirty (6030) days of the date of this Agreement, the Board shall take the necessary steps to obtain current and satisfactory credit information on all loans lacking such information, including those listed in the Report of Examination conducted as of June 30, 2007 2008 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (5) Within sixty thirty (6030) days of the date of this Agreement, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (6) Within sixty (60) days of the date of this Agreement, the Board shall revise, adopt, implement, and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to the Bank Loan Policy and underwriting guidelines for all loans. This includes at a minimum, monthly Board monitoring of policy exception reports that track aggregate number and dollar amount of loans with material underwriting exceptions by type of loan and loan officer.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days of the date of this Agreement, the Board shall review, revise, and thereafter ensure adherence to the Bank’s Loan Policy to include, at a minimum, revisions relating to: (a) a description of acceptable types of loans and a prohibition against making any loan for which the Bank does not have the knowledge, skills or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased), to include, at a minimum: (i) documenting the specific reason or purpose for the extension of credit; (ii) identifying the expected source of repayment in writing; (iii) structuring the repayment terms to coincide with the expected source of repayment; (iv) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources; (v) determining and documenting whether the loan complies with the Bank’s Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vi) making and documenting determinations regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (vii) verification of liquid assets that the Bank is relying on as a source of repayment; (viii) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statements; and (xi) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repayment, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (w) guidelines for periodic review of the Bank’s adherence to the revised lending policy; and (x) guidelines for periodic review and revision of the lending policy. (3) Within sixty (60) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty (60) days of the date of this Agreement, the Board shall take the necessary steps to obtain current and satisfactory credit information on all loans lacking such information, including those listed in the Report of Examination conducted as of June 30, 2007 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (5) Within sixty (60) days of the date of this Agreement, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (6) Within sixty (60) days of the date of this Agreement, the Board shall revise, adopt, implement, and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to the Bank Loan Policy and underwriting guidelines for all loansloans and exceptions to the appraisal requirements specified in paragraph (5) of this Article. This includes at a minimum, monthly Board monitoring of policy exception exceptions reports that track aggregate number and dollar amount of loans with material underwriting exceptions by type of loan and by loan officer. (3) Effective as of the date of this Agreement, the Bank may not grant, extend, renew, alter or restructure any commercial or commercial real estate loan or extension of credit without: (a) Documenting the specific reason or purpose for the extension of credit; (b) Identifying the expected source of repayment in writing; (c) Structuring the repayment terms to coincide with the expected source of repayment; (d) Obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources, including a detailed analysis of the financial support of significant guarantors; (e) Performing a consistent and complete overview of the borrower’s other obligations (at both this Bank and other financial institutions) to analyze and determine the borrower’s overall debt load and ensure a robust global debt service analysis; (f) Determining and documenting whether the loan complies with the Bank’s Loan Policy, and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (g) Documenting a determination regarding the customer’s ability to repay the credit on the proposed repayment terms; (h) Providing an accurate risk assessment grade according to the guidelines set forth in Rating Credit Risk, A-RCR, of the Comptroller’s Handbook, and recognizing nonaccrual status for each credit according to the guidelines set forth in the Instructions for Preparation of Consolidated Reports of Condition and Income (“Call Report”); (i) Documenting, with adequate supporting material, the value of collateral and proper perfection of the Bank’s lien on applicable collateral; and (j) Obtaining the written approval of the Executive Loan Committee for any commercial real estate credits and any other credit greater than $300,000. (4) Within thirty (30) days of the date of this Agreement, the Board shall revise, adopt, implement and thereafter ensure Bank adherence to a written program of policies and procedures designed to manage the risk in the Bank’s commercial real estate (“CRE”) loan portfolio in accordance with the guidelines in OCC Bulletin 2006-46, Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices (dated December 6, 2006). The written program shall, at a minimum, include: (a) Procedures to strengthen credit underwriting in the CRE portfolio, including expanded loan presentations and analysis providing for: (i) Detailed project plans; (ii) Timeframes for project completion; (iii) Detailed market analysis; (iv) Stress testing of significant property and lending assumptions, including, as applicable, stress testing of interest rates, capitalization rates, absorption and pricing data, occupancy/vacancy rates, and rental rates on non-owner occupied properties; and (v) Detailed analysis of the financial support of significant guarantors; (b) The establishment of diversified CRE concentration limits; (c) Strategies and procedures, including appropriate CRE loan growth restrictions, to ensure that CRE concentrations conform with established limits; (d) Monthly monitoring of concentration reports that stratify CRE portfolio by product type, locality and other meaningful measures; (e) Monthly or more frequent reports, if necessary, to senior management and the loan committee of project status, including: (i) Development status; (ii) Comparison of sales activity and development costs to budget; (iii) Current market conditions and activity; (iv) Level of interest reserve and comparison to budget; and (v) Any other significant comments on development. (5) Within thirty (30) days, the Board shall revise, adopt, implement and thereafter ensure Bank adherence to a written program of policies and procedures designed to ensure the Bank obtains appraisals in compliance with USPAP, 12 C.F.R. Part 34, Advisory Letter 2003-9, and OCC Bulletin 2005-6. Specific to commercial real estate, the written program shall, at a minimum, include: (a) The required use of a standard appraisal form for ordering all appraisals; (b) The ordering of appraisals, independent of the lending function; (c) The use of Board approved appraisers only; (d) Expectations regarding the selection of comparable sales, and when income or cost analysis should be used for income producing properties; (e) Procedures to ensure that an appraisal or evaluation is obtained when: (i) There has been material deterioration in market conditions or physical aspects of the property which would threaten the institution’s collateral protection; or (ii) There has been deterioration in the borrower’s financial condition and/or credit standing; (f) The establishment of a policy requiring a meaningful review, independent of the lender, of all appraisals to include analysis commensurate with the type, size and complexity of the property being appraised; and (g) The establishment of a tickler system for tracking appraisals ordered, received, returned, and reviewed. (6) A copy of the various written programs required pursuant to this Article shall be forwarded to the Assistant Deputy Comptroller immediately upon of completion.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date Within ninety (90) days of this Agreement, the Board shall ensure that all lending officers comply with all lawssubmit to the Assistant Deputy Comptroller for a prior written determination of no supervisory objection, rules, regulations, Bank a program (including revisions to policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days of the date of this Agreement, the Board shall review, revise, and thereafter ensure adherence designed to improve the Bank’s Loan Policy to include, credit risk management and administration practices. The program shall include at a minimum, revisions relating toprovisions requiring: (a) a description of acceptable types of loans and a prohibition against making any loan for which actions to be taken in the event the Bank does not have the knowledge, skills or ability to properly underwrite and monitorexceeds its concentration of credit limits; (b) procedures to ensure that the establishment of underwriting standards by Bank does not grant, extend, renew, alter or restructure any loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions or other extension of credit equal to or exceeding two hundred thousand dollars (including participations purchased$200,000), to include, at a minimumwithout: (i) documenting the specific reason or purpose for the extension of credit; (ii) identifying the expected source of repayment in writing; (iii) structuring the repayment terms to coincide with the expected source of repaymentrepayment and the useful life of the collateral; (iv) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources, including global cash flow analysis, to include all direct and indirect obligations and personal expenses; (v) determining providing an accurate risk assessment grade and documenting whether the loan complies with the Bank’s Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exceptionproper accrual status for each credit; (vi) making and documenting determinations regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation value of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (vii) verification of liquid assets that the Bank is relying on as a source of repayment; (viii) documentingcollateral, with adequate supporting materialmaterial including a current appraisal or evaluation as appropriate, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ixvii) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statementsloan curtailment or re-margining as necessary to ensure the Bank’s collateral position is adequate; and (xiviii) ongoing requirements obtaining the written approval of the Bank’s Loan Committee or Board; (c) procedures to ensure that monthly exception reports are accurate and that employees and officers are held accountable for obtaining non-compliance with the Bank’s loan policy and other underwriting requirements; (d) procedures to ensure that loans are properly monitored to include periodic collateral inspections as appropriate.receipt, analysis and documentation of sufficient financial and operating information to measure and monitor the borrower’s and guarantor’s financial condition and repayment ability, to include periodic (at least annually) cash flow analysis of income-producing collateral; (e) requirements relating to guarantor supportthe establishment of criteria for obtaining updated appraisals, new appraisals, and evaluations; (f) minimum loan covenantsthe establishment and implementation of a policy requiring a meaningful documented review, independent of the lender, of all appraisals to include analysis commensurate with the type, size and complexity of the property being appraised; (g) maturity scheduling related procedures to ensure that the anticipated source renewal, grant, purchase, assumption, or acquisition of repaymentany loan participation is underwritten and monitored in a manner that is consistent with safe and sound banking practices, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and to include a prohibition against purchasing sound review of any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own;appraisal of collateral. (w2) guidelines for periodic review Upon receiving a written determination of no supervisory objection from the Bank’s Assistant Deputy Comptroller, the Board shall immediately implement and thereafter ensure adherence to the revised lending policy; and (x) guidelines for periodic review program, policies and revision of the lending policyprocedures required by this Article. (3) Within sixty (60) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty (60) days of the date of this Agreement, the The Board shall take the necessary steps to obtain ensure that current and satisfactory credit information is maintained on all loans lacking such information, including those listed in the Report of Examination conducted as of June loans. Within thirty (30, 2007 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (5) Within sixty (60) days of the date of this Agreementnotification, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed that the Bank obtains any missing credit information described in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (64) The Board shall take the necessary steps to ensure that proper collateral documentation is maintained on all loans. Within sixty thirty (6030) days of the date of this Agreementnotification, the Board shall revise, adopt, implement, and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to that the Bank Loan Policy and underwriting guidelines for all loans. This includes at a minimumobtains any missing collateral documentation described in the XXX, monthly Board monitoring in any subsequent Report of policy exception reports that track aggregate number and dollar amount Examination, in any internal or external loan review, or in any listings of loans with material underwriting exceptions lacking such information provided to management by type the National Bank Examiners at the conclusion of loan and loan officeran examination.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days Effective as of the date of this Agreement, the Board shall reviewBank may not grant, reviseextend, and thereafter ensure adherence renew, alter or restructure any loan or other extension of credit equal to the Bank’s Loan Policy to includeor exceeding fifty thousand dollars ($50,000), at a minimum, revisions relating towithout: (a) a description of acceptable types of loans and a prohibition against making any loan for which the Bank does not have the knowledge, skills or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased), to include, at a minimum: (i) documenting the specific reason or purpose for the extension of credit; (iib) identifying the expected source of repayment in writing; (iiic) structuring the repayment terms to coincide with the expected source of repayment; (ivd) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources; (ve) determining and documenting whether the loan complies with the Bank’s Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vif) making and documenting the determinations made regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements;; and (vii) verification of liquid assets that the Bank is relying on as a source of repayment; (viiih) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix3) providing an accurate Effective as of the date of this Agreement, the Board shall ensure that the risks associated with the Bank’s loans are properly reflected and accounted for on the Bank’s books and records using a loan grading system that is based upon current facts, existing repayment terms and that is consistent with the guidelines set forth in Rating Credit Risk, A-RCR, of the Comptroller’s Handbook, to include the following corrective actions, at a minimum: (a) ensure procedures for appropriately and timely risk assessment graderating and charging off loans are followed; (xb) ongoing requirements hold loan officers and management accountable for obtaining failing to appropriately and analyzing financial statementstimely risk rate and/or place loans on nonaccrual; and (xic) consider the failure to properly risk rate and/or place loans on nonaccrual in periodic performance reviews and compensation. (4) the Board shall continue to take all necessary steps to ensure an effective, independent and ongoing requirements loan review system to review, at least annually, the Bank’s loan and lease portfolios to assure the timely identification and categorization of problem credits. The system shall provide for obtaining periodic collateral inspections as appropriate.a written report to be filed with the Board after each review and shall use a loan and lease grading system consistent with the guidelines set forth in Rating Credit Risk, A-RCR, of the Comptroller’s Handbook. Such reports shall, at a minimum, include comments and conclusions regarding: (a) the loan review scope and coverage parameters; (b) the overall quality of the loan and lease portfolios; (c) the identification, type, rating, and amount of problem loans and leases including grading differences; (d) the identification and amount of delinquent loans and leases; (e) requirements relating to guarantor supportcredit and collateral documentation exceptions; (f) minimum loan covenantsthe identification and status of credit related violations of law, rule or regulation; (g) maturity scheduling related to the anticipated source of repayment, the purpose identity of the loan, and the useful life loan officer who originated each loan reported in accordance with subparagraphs (b) through (e) of the collateralthis Paragraph; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (qi) a limitation on the type loans and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purposeleases to affiliates and Related Parties; (rj) measures to correct the deficiencies loans and leases not in conformance with the Bank’s lending procedures noted in any XXX; (s) guidelines designed and leasing policies, and exceptions to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereofBank’s lending and leasing policies; and (iiik) require that all credits which deviate from any recommendations for improvements. (5) Effective as of the date of this Agreement, the Board shall review, revise, and thereafter ensure adherence to the Bank’s normal course of businessLoan Policy to include, including all credits which deviate from the Bank’s written strategic planat a minimum, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) revisions relating to guidelines for participations purchased as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and to include, at a minimum: (a) a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills skills, or ability to properly underwrite on its own; (wb) guidelines standards, procedures, and limits for periodic review the purchase of loans and participations; (c) preparation and documentation of complete, independent analysis of the Bank’s adherence credit quality of the obligations to be purchased, as well as an independent analysis of the revised lending policyvalue and lien status of the collateral pledged; (d) maintenance of current, complete financial information and analysis on the borrower during the term of the loan; and (xe) guidelines for periodic review the identification, waiver (if appropriate), and revision mitigation (if appropriate) of the lending policy. (3) Within sixty (60) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons any exceptions to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty (60) days of the date of this Agreement, the Board shall take the necessary steps to obtain current and satisfactory credit information on all loans lacking such information, including those listed in the Report of Examination conducted as of June 30, 2007 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (5) Within sixty (60) days of the date of this Agreement, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (6) Within sixty (60) days of the date of this Agreement, the Board shall revise, adopt, implement, and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to the Bank Loan Policy and underwriting guidelines for all loans. This includes at a minimum, monthly Board monitoring of policy exception reports that track aggregate number and dollar amount of loans with material underwriting exceptions by type of loan and loan officer.Policy;

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days Effective as of the date of this Agreement, the Board shall reviewBank may not grant, reviseextend, and thereafter ensure adherence renew, modify or restructure any loan or other extension of credit equal to the Bank’s Loan Policy to includeor exceeding two-hundred fifty thousand dollars ($250,000), at a minimum, revisions relating towithout: (a) a description of acceptable types of loans and a prohibition against making any loan for which the Bank does not have the knowledge, skills or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased), to include, at a minimum: (i) documenting the specific reason or purpose for the extension of credit; (iib) identifying the expected source of repayment in writing; (iiic) structuring the repayment terms to coincide with the expected source of repayment; (ivd) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources; (ve) determining and documenting whether the loan complies with the Bank’s Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vif) making and documenting the determinations made regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (viig) verification of liquid assets that the Bank is relying on providing an accurate risk assessment grade and proper accrual status for each credit as a source of repaymentfurther described in Article X; (viiih) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statements; and (xi) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repayment, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition obtaining the written approval of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth Loan Committee or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (w) guidelines for periodic review of the Bank’s adherence to the revised lending policy; and (x) guidelines for periodic review and revision of the lending policy. (3) Within sixty thirty (6030) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty (60) days of the date of this Agreement, the Board shall take the necessary steps to obtain current and satisfactory credit information on all loans lacking such information, including those listed in the Report of Examination conducted as of June 30, 2007 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (54) Within sixty thirty (6030) days of the date of this Agreement, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (65) Within sixty (60) days of the date of this Agreement, the Board shall revise, adopt, implement, and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to the Bank Loan Policy and underwriting guidelines for all loansPolicy. This includes at a minimum, monthly Board monitoring of policy exception reports that track aggregate number and dollar amount of loans with material underwriting exceptions by type of loan and loan officer. (6) Within sixty (60) days of this Agreement, the Board shall take the necessary steps to eliminate credit, collateral, and Bank Loan Policy exceptions, to include, at a minimum, the development of a program that makes loan officers accountable for such exceptions and considers such exceptions in the periodic performance reviews and compensation of such loan officers.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty ninety (6090) days of the date of this Agreement, the Board shall reviewdevelop and submit to the Assistant Deputy Comptroller for a prior written determination of no supervisory objection, revise, a program (including revisions to policies and thereafter ensure adherence procedures) designed to improve the Bank’s Loan Policy to underwriting and credit risk management practices. The program shall include, at a minimum, revisions relating toprovisions requiring policies and procedures to ensure that: (a) a description of acceptable types of loans and a prohibition against making any loan for which the Bank does not have the knowledgegrant, skills extend, renew, alter or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by restructure any loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions or other extension of credit equal to or exceeding one hundred thousand dollars (including participations purchased$100,000), to include, at a minimumwithout: (i) documenting the specific reason or purpose for the extension of credit; (ii) identifying the expected source of repayment in writing; (iii) structuring the repayment terms to coincide with the expected source of repaymentrepayment and the useful life of the collateral; (iv) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources, including global cash flow analysis, to include all direct and indirect obligations and personal expenses; (v) determining providing an accurate risk assessment grade and documenting whether the loan complies with the Bank’s Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exceptionproper accrual status for each credit; (vi) making and documenting determinations regarding the customer’s ability to repay the credit on the proposed repayment terms, including obtaining an appraisal or evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirementsappropriate; (vii) verification of liquid assets that the Bank is relying on as a source of repayment; (viii) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ixviii) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining performing and analyzing financial statementsdocumenting the review of real estate appraisals at the time of the underwriting process; and (xiix) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repayment, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition written approval of the Bank’s trade areaLoan Committee or Board; (lb) guidelines the Bank performs, for its agricultural land broker relationships, an initial and limitations for loans originating outside ongoing assessment of the Bank’s trade areaagricultural land inventory with detailed listings of origination date, loan amount, outstanding balance, date of purchase, date of sale, collateral description, value and source, amount of pay down, partial/full release, and other applicable information; (mc) a limitation on aggregate outstanding loans in relation the Bank aggregates, tracks and eliminates exceptions to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits Loan Policy, underwriting guidelines, and supervisory loan to fund loan growth or support criticized loans; (o) guidelines for loans value limits, to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on include the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shallfollowing minimum procedures: (i) establish monthly Board monitoring of policy exception reports that track aggregate number and dollar limits on extensions amount of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent loans with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume material exceptions by type of loan delinquenciesand loan officer; and (ii) provide guidelines procedures to hold employees and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines officers accountable for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (w) guidelines for periodic review of non- compliance with the Bank’s adherence to the revised lending policyloan policy and other underwriting requirements; and (xd) guidelines for periodic review Bank management provides complete and revision of the lending policyeffective oversight and sound credit risk management at each Bank branch. (3) Within sixty (60) days Upon receiving a written determination of no supervisory objection from the date of this AgreementAssistant Deputy Comptroller, the Board shall appoint a capable immediately implement and qualified person or persons thereafter ensure adherence to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management program, policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this AgreementArticle. (4) Within sixty (60) days of the date of this Agreement, the The Board shall take the necessary steps to obtain ensure that current and satisfactory credit information is maintained on all loans lacking such informationloans. Within thirty (30) days of notification, including those listed the Board shall ensure that the Bank obtains any missing credit information described in the Report of Examination for the examination conducted as of December 31, 2008 and updated through June 30, 2007 2009 as appropriate (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (5) Within sixty (60) days of the date of this Agreement, the The Board shall take the necessary steps to ensure that proper collateral documentation is maintained on all loans and correct each loans. Within thirty (30) days of notification, the Board shall ensure that the Bank obtains any missing collateral exception listed documentation described in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (6) Within sixty (60) days of the date of this Agreement, the Board shall revise, adopt, implement, and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to the Bank Loan Policy and underwriting guidelines for all loans. This includes at a minimum, monthly Board monitoring of policy exception reports that track aggregate number and dollar amount of loans with material underwriting exceptions by type of loan and loan officer.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days Effective as of the date of this Agreement, the Board shall reviewBank may not grant, reviseextend, and thereafter ensure adherence renew, alter or restructure any loan or other extension of credit equal to the Bank’s Loan Policy to includeor exceeding one hundred thousand dollars ($100,000), at a minimum, revisions relating towithout: (a) a description of acceptable types of loans and a prohibition against making any loan for which the Bank does not have the knowledge, skills or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased), to include, at a minimum: (i) documenting the specific reason or purpose for the extension of credit; (iib) identifying the expected source of repayment in writing; (iiic) structuring the repayment terms to coincide with the expected source of repayment; (ivd) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources; (ve) determining and documenting whether the loan complies with the Bank’s Loan Policy Policy, and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vif) making and documenting the determinations made regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (viig) verification of liquid assets that the Bank is relying on as a source of repayment;providing an accurate risk assessment grade; and (viiih) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statements; and (xi) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repayment, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (w) guidelines for periodic review of the Bank’s adherence to the revised lending policy; and (x) guidelines for periodic review and revision of the lending policy. (3) Within sixty (60) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty (60) days of the date of this Agreement, the The Board shall take the necessary steps to obtain ensure that current and satisfactory credit information is maintained on all loans lacking such informationloans. Within thirty (30) days of notification, including those listed the Board shall ensure that the Bank obtains any missing credit information described in the Report of Examination conducted as of June 30, 2007 (the “XXX”), in any subsequent Report XXX, in any internal or external loan review, or in any listings of Examinationloans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (4) The Board shall take the necessary steps to ensure that proper collateral documentation is maintained on all loans. Within thirty (30) days of notification, the Board shall ensure that the Bank obtains any missing collateral documentation described in the XXX, in any subsequent XXX, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (5) Within sixty (60) days Effective as of the date of this Agreement, Agreement the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (6) Within sixty (60) days of the date of this Agreement, the Board shall revise, adopt, implement, and thereafter ensure Bank adherence to a the Bank’s written program of policies Appraisal and Evaluation policy and procedures designed to aggregate for obtaining updated appraisals, new appraisals, and track exceptions to evaluations, in accordance with the Bank Loan Policy provisions of USPAP, 12 C.F.R. Part 34, Advisory Letter 2003-9, and underwriting guidelines for all loans. This includes at a minimum, monthly Board monitoring of policy exception reports that track aggregate number and dollar amount of loans with material underwriting exceptions by type of loan and loan officerOCC Bulletin 2005-6.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreementimmediately, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days of the date of this AgreementEffective immediately, the Board shall reviewBank may not grant, reviseextend, and thereafter ensure adherence renew, modify or restructure any loan or other extension of commercial credit, or purchase any loan participation, equal to the Bank’s Loan Policy to includeor exceeding one hundred thousand dollars ($100,000), at a minimum, revisions relating towithout: (a) a description of acceptable types of loans and a prohibition against making any loan for which the Bank does not have the knowledge, skills or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased), to include, at a minimum: (i) documenting the specific reason or purpose for the extension of credit; (iib) identifying the expected source of repayment in writing; (iiic) structuring the repayment terms to coincide with the expected source of repayment; (ivd) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources; (ve) determining and documenting whether the loan complies with the Bank’s Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vif) making and documenting the determinations made regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (viig) verification of liquid assets that the Bank is relying on as a source of repaymentproviding an accurate risk assessment grade and proper accrual status for each credit; (viiih) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statements; and (xi) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repayment, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, ensuring that any participations purchased are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255sound banking practices, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own;; and (wj) guidelines for periodic review obtaining the written approval of the Bank’s adherence to the revised lending policy; and (x) guidelines for periodic review and revision of the lending policyLoan Committee or Board. (3) Within sixty (60) days of the date of this AgreementOn or before March 31, 2016, the Board shall appoint revise the Bank’s policies and procedures to ensure compliance with the requirements of 12 C.F.R. § 34, Subpart D, Appendix A and the requirements of Paragraph (1) of this Article. (4) On or before March 31, 2016, the Board shall revise the Bank’s policies and procedures to ensure that the Bank’s credit relationships are monitored and administered in a capable safe and qualified person or persons sound manner, including the development of policies and procedures to serve as a real estate ensure that lending official who shallofficers: (a) assist in formally review all commercial credit relationships totaling two hundred and fifty thousand dollars ($250,000) or more, at least every twelve (12) months, and more frequently should the development circumstances of the commercial real estate risk management policies relationship so require, and procedures that such reviews are written and contain, at a minimum, an analysis of: (i) current and satisfactory credit information, including a detailed cash flow analysis of all expected repayment sources and the Mortgage Lending Program required by Article VII financial position of this Agreementthe borrower and/or guarantor; (ii) the value of any pledged collateral, with adequate supporting material; (iii) compliance with any loan covenants; (iv) repayment prospects considering appropriate stressed scenarios; (v) the borrower’s operating environment, including any potential changes; and (bvi) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate proposed risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreementassessment grade. (4b) Within sixty on borrowing base credits, perform appropriate reviews, and take timely corrective actions for all loans totaling one hundred thousand dollars (60$100,000) days or more, secured by inventory and/or accounts receivable; and (c) maintain proper collateral margins in loans made for the purpose of the date constructing upon or developing real estate, including but not limited to, procedures for ensuring that: (i) periodic, meaningful, well-documented inspections are performed on all construction projects; (ii) draws are advanced in accordance with construction progress and budget; (iii) documentation of this Agreementproject completion versus amount advanced is maintained; (iv) lien waivers are obtained from contractors and sub-contractors; and (v) borrower’s hard equity is tracked by project. (5) On or before February 29, 2016, the Board shall take the necessary steps to obtain current and satisfactory credit information on all loans lacking such information, including those listed in the Report of Examination conducted as of June 30for the OCC examination commenced on August 24, 2007 2015 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (56) Within sixty (60) days of the date of this AgreementOn or before February 29, 2016, the Board shall ensure proper collateral documentation is maintained on all loans loans, and shall correct each collateral exception listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (67) Within sixty (60) days of the date of this AgreementOn or before March 31, 2016, the Board shall revise, adopt, implement, and thereafter ensure Bank adherence to a written program of revise its policies and procedures designed to aggregate ensure that lending officers and track exceptions senior management are assigned responsibility and held accountable (to the Bank Loan Policy and underwriting guidelines for all loans. This includes include, at a minimum, monthly consideration in periodic performance reviews and compensation) for ensuring the Bank’s adherence to the policies and procedures adopted pursuant to this Article. (8) The Board monitoring shall submit all policies and procedures adopted pursuant to this Article to the Assistant Deputy Comptroller for a prior determination of policy exception reports that track aggregate number no supervisory objection. (9) Upon receiving a written determination of no supervisory objection from the Assistant Deputy Comptroller, the Board shall immediately implement and dollar amount of loans with material underwriting exceptions by type of loan thereafter ensure adherence to the policies and loan officerprocedures adopted pursuant to this Article.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days Effective as of the date of this Agreement, the Board shall reviewBank may not grant, reviseextend, and thereafter ensure adherence renew, alter or restructure any loan or other extension of credit equal to the Bank’s Loan Policy to includeor exceeding one hundred thousand dollars ($100,000), at a minimum, revisions relating towithout: (a) a description of acceptable types of loans and a prohibition against making any loan for which the Bank does not have the knowledge, skills or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased), to include, at a minimum: (i) documenting the specific reason or purpose for the extension of credit; (iib) identifying the expected source of repayment in writing; (iiic) structuring the repayment terms to coincide with the expected source of repayment; (ivd) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources; (ve) determining and documenting whether the loan complies with the Bank’s Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vif) making and documenting the determinations made regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (viig) verification of liquid assets that the Bank is relying on as a source of repayment;providing an accurate risk assessment grade; and (viiih) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statements; and (xi) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repayment, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (w) guidelines for periodic review of the Bank’s adherence to the revised lending policy; and (x) guidelines for periodic review and revision of the lending policy. (3) Within sixty (60) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty (60) days of the date of this Agreement, the The Board shall take the necessary steps to obtain ensure that current and satisfactory credit information is maintained on all loans lacking such information, including those listed in the Report of Examination conducted as of June loans. Within thirty (30, 2007 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (5) Within sixty (60) days of the date of this Agreementnotification, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed that the Bank obtains any missing credit information described in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (64) The Board shall take the necessary steps to ensure that proper collateral documentation is maintained on all loans. Within sixty thirty (6030) days of the date of this Agreementnotification, the Board shall revise, adopt, implement, and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to that the Bank Loan Policy and underwriting guidelines for all loans. This includes at a minimumobtains any missing collateral documentation described in the XXX, monthly Board monitoring in any subsequent Report of policy exception reports that track aggregate number and dollar amount Examination, in any internal or external loan review, or in any listings of loans with material underwriting exceptions lacking such information provided to management by type the National Bank Examiners at the conclusion of loan and loan officeran examination.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. The Board shall ensure that there is a program in place that addresses: (a) requirements that lending officers appropriately analyze, document, and communicate appropriate credit and collateral information; and (b) loan officer accountability for failure to timely risk rate loans and timely recognize nonaccrual loans under their respective supervision. (2) Within sixty (60) days Effective as of the date of this Agreement, the Board shall reviewBank may not grant, reviseextend, and thereafter ensure adherence to the Bank’s Loan Policy to includerenew, at a minimum, revisions relating toalter or restructure any loan or other extension of credit without: (a) a description of acceptable types of loans and a prohibition against making any loan for which the Bank does not have the knowledge, skills or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased), to include, at a minimum: (i) documenting the specific reason or purpose for the extension of credit; (iib) identifying the expected source of repayment in writing; (iiic) structuring the repayment terms to coincide with the expected source of repayment; (ivd) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources; (ve) determining and documenting whether the loan complies with the Bank’s Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vif) making and documenting the determinations made regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (viig) verification of liquid assets that the Bank is relying on as a source of repaymentproviding an accurate risk assessment grade; (viiih) documenting, documenting with adequate supporting material, the value of collateral and collateral type for each loan properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statements; and (xii) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating developing procedures to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repayment, the purpose ensure that an appraisal or evaluation are obtained when there has been a material deterioration in market conditions or physical aspects of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board property or a committee established by the Board for this purpose; (r) measures to correct the deficiencies deterioration in the Bankborrower’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of financial condition or credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (w) guidelines for periodic review of the Bank’s adherence to the revised lending policy; and (x) guidelines for periodic review and revision of the lending policyrating. (3) Within sixty (60) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty (60) days of the date of this Agreement, the Board shall take the necessary steps to obtain current and satisfactory credit information on all loans lacking such information, including those listed in the Report of Examination conducted as of June 30February 11, 2007 2008 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (5) Within sixty (60) days of the date of this Agreement, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (6) Within sixty (60) days of the date of this Agreement, the Board shall revise, adopt, implement, and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to the Bank Loan Policy and underwriting guidelines for all loans. This includes at a minimum, monthly Board monitoring of policy exception reports that track aggregate number and dollar amount of loans with material underwriting exceptions by type of loan and loan officer.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days of the date of this Agreement, the Board shall reviewtake the necessary steps to ensure that the Bank develops safe and sound credit risk management and administration practices, revise, and thereafter ensure adherence to the Bank’s Loan Policy to include, include at a minimum, revisions relating to: (a) a description of acceptable types of loans policies and a prohibition against making any loan for which procedures to ensure that the Bank does not have the knowledgegrant, skills extend, renew, modify or ability restructure any loan or other extension of credit, or purchase any loan participation, equal to properly underwrite and monitor; or exceeding one hundred seventy five thousand dollars (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased$175,000), to include, at a minimumwithout: (i) documenting the specific reason or purpose for the extension of credit; (ii) identifying the expected source of repayment in writing; (iii) structuring the repayment terms to coincide with the expected source of repaymentrepayment and the useful life of the collateral; (iv) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources, including global cash flow analysis, evaluation of contingent liabilities and verification of liquid assets, where appropriate; (v) determining and documenting whether the loan complies with the Bank’s Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vi) making and documenting the determinations made regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (vii) verification of liquid assets that the Bank is relying on as a source of repaymentproviding an accurate risk assessment grade and proper accrual status for each credit; (viii) obtaining an appraisal or evaluation as appropriate; (ix) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining determining and analyzing financial statements; and (xi) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repaymentdocumenting that any participations purchased comply with safe and sound banking practices, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own;; and (wxi) guidelines for periodic review obtaining the written approval of the Bank’s adherence Loan Committee or Board; (b) policies and procedures designed to aggregate, track and eliminate exceptions to the revised lending policyLoan Policy and underwriting guidelines for all loans to include, at a minimum: (i) monthly Board monitoring of policy exception reports that track aggregate number and dollar amount of loans with material underwriting exceptions by type of loan and loan officer; and (xii) guidelines for periodic review and revision of accountability by the lending policystaff for such exceptions that, at a minimum, considers such exceptions in the periodic performance reviews and compensation of such lending staff; and (c) policies and procedures to ensure that all commercial, commercial real estate, and agricultural loans are properly monitored to include periodic receipt (no less than annually), analysis and documentation of sufficient financial and operating information to measure and monitor the borrower’s financial condition and repayment ability. (3) Within sixty (60) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty (60) days of the date of this Agreement, the The Board shall take the necessary steps to obtain ensure that current and satisfactory credit and proper collateral information is maintained on all loans lacking such informationloans. Within thirty (30) days of notification, including those listed the Board shall ensure that the Bank obtains any missing credit or collateral information described in the Report of Examination conducted as of June 30for the examination that commenced on February 8, 2007 2010 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (54) Within sixty (60) days Effective as of the date of this Agreement, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed in take the XXXnecessary steps to eliminate credit, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (6) Within sixty (60) days of the date of this Agreement, the Board shall revise, adopt, implementcollateral, and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to the Bank Loan Policy and underwriting guidelines for all loans. This includes exceptions, to include, at a minimum, monthly Board monitoring the development of policy exception reports a program that track aggregate number makes loan officers accountable for such exceptions and dollar amount considers such exceptions in the periodic performance reviews and compensation of loans with material underwriting exceptions by type of such loan and loan officerofficers.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days Effective as of the date of this Agreement, the Board shall reviewBank may not grant, reviseextend, and thereafter ensure adherence to the Bank’s Loan Policy to includerenew, at a minimumalter or restructure any loan or other extension of credit totaling seventy-five thousand dollars ($75,000) or above, revisions relating towithout: (a) a description of acceptable types of loans and a prohibition against making any loan for which the Bank does not have the knowledge, skills or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased), to include, at a minimum: (i) documenting Documenting the specific reason or purpose for the extension of credit; (iib) identifying Identifying the expected source of repayment in writing; (iiic) structuring Structuring the repayment terms to coincide with the expected source of repayment; (ivd) obtaining Obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources; (ve) determining Determining and documenting whether the loan complies with the Bank’s Loan Policy loan policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vif) making Making and documenting the determinations made regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (viig) verification of liquid assets that the Bank is relying on Providing an accurate risk assessment grade as a source of repayment;further described in Article IX; and (viiih) documentingDocumenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statements; and (xi) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repayment, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (w) guidelines for periodic review of the Bank’s adherence to the revised lending policy; and (x) guidelines for periodic review and revision of the lending policy. (3) Within sixty (60) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty (60) days of the date of this AgreementEffective immediately, the Board shall take the necessary steps to obtain current and satisfactory credit information on all loans lacking such informationinformation totaling seventy-five thousand dollars ($75,000) or above, including those listed in the Report of Examination conducted as of June 30, 2007 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (5) Within sixty (60) days of the date of this Agreement, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an any examination. (64) Within sixty (60) days of the date of this AgreementEffective immediately, the Board shall revise, adopt, implementensure proper collateral documentation is maintained on all loans totaling seventy-five thousand dollars ($75,000) or above, and thereafter ensure Bank adherence to a written program correct each collateral exception for any loan totaling seventy-five thousand dollars ($75,000) listed in the XXX, in any subsequent Report of policies and procedures designed to aggregate and track exceptions to the Bank Loan Policy and underwriting guidelines for all loans. This includes at a minimumExamination, monthly Board monitoring of policy exception reports that track aggregate number and dollar amount in any internal or external loan review, or in any listings of loans with material underwriting exceptions lacking such information provided to management by type the National Bank Examiners at the conclusion of loan and loan officerany examination.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days Effective as of the date of this Agreement, the Board Bank shall reviewnot grant, reviseextend, and thereafter ensure adherence renew, alter or restructure any loan or other extension of credit equal to the Bank’s Loan Policy to includeor exceeding fifty thousand dollars ($50,000), at a minimum, revisions relating towithout: (a) a description of acceptable types of loans and a prohibition against making any loan for which the Bank does not have the knowledge, skills or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased), to include, at a minimum: (i) documenting the specific reason or purpose for the extension of credit; (iib) identifying the expected source of repayment in writing; (iiic) structuring the repayment terms to coincide with the expected source of repaymentrepayment and the useful life of the collateral; (ivd) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources, including global cash flow analysis, to include all direct and indirect obligations and personal expenses; (ve) determining providing an accurate risk assessment grade and documenting whether the loan complies with the Bank’s Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exceptionproper accrual status for each credit; (vif) making and documenting determinations regarding the customer’s ability to repay the credit on the proposed repayment terms, including obtaining an appraisal or evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirementsappropriate; (vii) verification of liquid assets that the Bank is relying on as a source of repayment; (viiig) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statements; and (xih) ongoing requirements obtaining the written approval of the Bank’s Loan Committee or Board. (3) Within sixty (60) days of this Agreement, the Board shall develop and submit to the Assistant Deputy Comptroller for obtaining periodic collateral inspections as a prior written determination of no supervisory objection, a program (including revisions to policies and procedures) designed to improve the Bank’s credit risk management and administration practices. The program shall include at a minimum, provisions requiring: (a) actions to be taken in the event the Bank exceeds its concentration of credit limits; (b) the development and use of specific guidelines for when loan extensions are appropriate.; (c) specific guidelines on when additional loan curtailment or re-margining is required; (d) policies and procedures designed to ensure that the Bank complies with Paragraph (2) of the Article; (e) requirements relating policies and procedures designed to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related aggregate, track and eliminate exceptions to the anticipated source of repaymentLoan Policy, the purpose of the loanunderwriting guidelines, and the useful life of the collateral; (h) maximum ratio of supervisory loan to value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedureslimits, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for all loans to insidersinclude, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At at a minimum, the policy shall: (i) establish monthly Board monitoring of policy exception reports that track aggregate number and dollar limits on extensions amount of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent loans with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume material exceptions by type of loan delinquenciesand loan officer; and (ii) provide guidelines procedures to hold employees and limitations on officers accountable for non- compliance with the capitalization of interestBank’s loan policy and other underwriting requirements; (uf) chargeprocedures to ensure that loans are properly monitored to include periodic receipt, analysis and documentation of sufficient financial and operating information to measure and monitor the borrower’s and guarantor’s financial condition and repayment ability, to include periodic (at least annually) cash flow analysis of income-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discoveryproducing collateral; (vg) the establishment of criteria for obtaining updated appraisals, new appraisals, and evaluations; (h) the establishment and implementation of a policy requiring a meaningful documented review, independent of the lender, of all appraisals to include analysis commensurate with the type, size and complexity of the property being appraised; (i) procedures to ensure that the renewal, grant, purchase, assumption, or acquisition of any loan participation is underwritten and monitored in a manner that is consistent with safe and sound banking practices, the guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and to include a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (w) guidelines for periodic sound review of the Bank’s adherence to the revised lending policyany appraisal of collateral; and (xj) guidelines for periodic review written policies and revision procedures to ensure that each parcel of the lending policy.Other Real Estate Owned (“OREO”) is managed in accordance with 12 U.S.C. § 29 and 12 C.F.R. Part 34, Subpart E. (34) Within sixty (60) days Upon receiving a written determination of no supervisory objection from the date of this AgreementAssistant Deputy Comptroller, the Board shall appoint a capable immediately implement and qualified person or persons thereafter ensure adherence to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management program, policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this AgreementArticle. (45) Within sixty (60) days of the date of this Agreement, the The Board shall take the necessary steps to obtain ensure that current and satisfactory credit information is maintained on all loans lacking such information, including those listed in the Report of Examination conducted as of June loans. Within thirty (30, 2007 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (5) Within sixty (60) days of the date of this Agreementnotification, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed that the Bank obtains any missing credit information described in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (6) The Board shall take the necessary steps to ensure that proper collateral documentation is maintained on all loans. Within sixty thirty (6030) days of the date of this Agreementnotification, the Board shall revise, adopt, implement, and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to that the Bank Loan Policy and underwriting guidelines for all loans. This includes at a minimumobtains any missing collateral documentation described in the XXX, monthly Board monitoring in any subsequent Report of policy exception reports that track aggregate number and dollar amount Examination, in any internal or external loan review, or in any listings of loans with material underwriting exceptions lacking such information provided to management by type the National Bank Examiners at the conclusion of loan and loan officeran examination.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. Within thirty (2) Within sixty (6030) days of the date of this Agreement, the Bank shall submit to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection an acceptable written credit underwriting and administration program (“Credit Underwriting and Administration Program”) designed to ensure the Bank obtains and analyzes credit and collateral information sufficient to identify, monitor, and report the Bank’s credit risk, properly account for loans, and assign accurate risk ratings in a timely manner. The Credit Underwriting and Administration Program shall be consistent with safe and sound banking practices. (2) The Credit Underwriting and Administration Program shall, at a minimum, include: (a) policies that provide clear and prudent underwriting guidance for unsecured and under-secured lending; (b) policies that detail critical underwriting exception definitions and covenant requirements and expand exception coding to include a comprehensive list of possible exception types; (c) procedures to identify and report all underwriting exceptions on the bank’s loan exception report to be provided to the Board on at least a monthly basis; (d) procedures that provide for completion of a thorough risk assessment for all under-secured loans; (e) implement procedures for the identification of supervisory loan-to-value exceptions and ensure complete and accurate reporting of such exceptions to the Board; (f) procedures to identify and track exceptions related to performance covenants, as applicable; (g) procedures to ensure that equity sources are fully documented at underwriting with detailed sources and uses of funds analysis; (h) policies for construction lending that provide clear guidance for sound construction controls, including upfront equity minimums and what constitutes equity, guidance on independent monitoring/inspections, monitoring of third parties, disbursement of funds, and cost overrun funding; (i) procedures for construction lending that provide for internal controls that include, but are not limited to monitoring of funds against the sworn construction statement; obtaining monitoring reports when third parties are controlling construction draws; and ensuring independence with inspections and disbursement of funds; (j) policies that formally identify existing loan commitments and new extensions of credit to the same borrower when determining lending authority; (k) policies that require approval from the Chief Credit Officer if loan officers are permitted to “stack” multiple loan authorities; and (l) an independent loan review process reporting directly to the Board that provides for: i. sufficient frequency and coverage to comply with bank policy; ii. a scope that includes, at a minimum, risk rating accuracy, underwriting practice analysis, exception identification, credit concentrations, and legal lending limit and insider lending compliance; iii. independent sample selection; and iv. independent financial and cash flow analysis to verify the accuracy of the Bank’s analysis. (3) Within thirty (30) days following receipt of the Assistant Deputy Comptroller’s written determination of no supervisory objection to the Credit Underwriting and Administration Program or to any subsequent amendment to the Credit Underwriting and Administration Program, the Board shall reviewadopt and Bank management, revisesubject to Board review and ongoing monitoring, shall immediately implement and thereafter ensure adherence to the Bank’s Loan Policy to includeCredit Underwriting and Administration Program. The Board shall review the effectiveness of the Credit Underwriting and Administration Program at least annually, at a minimum, revisions relating to: (a) a description of acceptable types of loans and a prohibition against making any loan for which more frequently if necessary or if required by the Bank does not have the knowledge, skills or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased), to include, at a minimum: (i) documenting the specific reason or purpose for the extension of credit; (ii) identifying the expected source of repayment OCC in writing; (iii) structuring , and amend the repayment terms to coincide with Credit Underwriting and Administration Program as needed or directed by the expected source of repayment; (iv) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources; (v) determining and documenting whether the loan complies with the Bank’s Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vi) making and documenting determinations regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (vii) verification of liquid assets that the Bank is relying on as a source of repayment; (viii) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statements; and (xi) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related OCC. Any amendment to the anticipated source of repayment, the purpose of the loan, Credit Underwriting and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not Administration Program must be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (w) guidelines for periodic review of the Bank’s adherence submitted to the revised lending policy; and (x) guidelines Assistant Deputy Comptroller for periodic review and revision prior written determination of the lending policyno supervisory objection. (3) Within sixty (60) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty (60) days of the date of this Agreement, the Board shall take the necessary steps to obtain current and satisfactory credit information on all loans lacking such information, including those listed in the Report of Examination conducted as of June 30, 2007 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (5) Within sixty (60) days of the date of this Agreement, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (6) Within sixty (60) days of the date of this Agreement, the Board shall revise, adopt, implement, and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to the Bank Loan Policy and underwriting guidelines for all loans. This includes at a minimum, monthly Board monitoring of policy exception reports that track aggregate number and dollar amount of loans with material underwriting exceptions by type of loan and loan officer.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days Effective as of the date of this Agreement, the Board shall reviewBank may not grant, reviseextend, and thereafter ensure adherence renew, modify or restructure any loan or other extension of credit, or purchase any loan participation, equal to the Bank’s Loan Policy to includeor exceeding one-hundred thousand dollars ($100,000), at a minimum, revisions relating towithout: (a) a description of acceptable types of loans and a prohibition against making any loan for which the Bank does not have the knowledge, skills or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased), to include, at a minimum: (i) documenting the specific reason or purpose for the extension of credit; (iib) identifying the expected source of repayment in writing; (iiic) structuring the repayment terms to coincide with the expected source of repayment; (ivd) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources; (ve) determining and documenting whether the loan complies with the Bank’s Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vif) making and documenting the determinations made regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (viig) verification of liquid assets that the Bank is relying on as a source of repaymentproviding an accurate risk assessment grade and proper accrual status for each credit; (viiih) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statements; and (xi) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repayment, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, ensuring that any participations purchased are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255sound banking practices, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own;; and (wj) guidelines for periodic review obtaining the written approval of the Bank’s adherence to the revised lending policy; and (x) guidelines for periodic review and revision of the lending policyLoan Committee or Board. (3) Within sixty thirty (6030) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty (60) days of the date of this Agreement, the Board shall take the necessary steps to obtain current and satisfactory credit information on all loans lacking such information, including those listed in the Report of Examination conducted as of June 30December 31, 2007 and updated through December 31, 2008, (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (54) Within sixty thirty (6030) days of the date of this Agreement, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (65) Within sixty (60) days of the date of this Agreement, the Board shall revise, adopt, implement, and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to the Bank Loan Policy and underwriting guidelines for all loansPolicy. This includes at a minimum, monthly Board monitoring of policy exception reports that track aggregate number and dollar amount of loans with material underwriting exceptions by type of loan and loan officer. (6) Within sixty (60) days of this Agreement, the Board shall take the necessary steps to eliminate credit, collateral, and Bank Loan Policy exceptions, to include, at a minimum, the development of a program that makes loan officers accountable for such exceptions and considers such exceptions in the periodic performance reviews and compensation of such loan officers.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Within ninety (90) days of the date of this Agreement, the Bank shall submit to the ADC for review and prior written determination of no supervisory objection a commercial and retail credit underwriting and administration program (“Credit Program”) designed to ensure the Bank obtains and analyzes credit and collateral information sufficient to identify, monitor, and report the Bank’s credit risk, properly account for loans, and assign accurate risk ratings in a timely manner. The Credit Program shall be consistent with safe and sound banking practices. (2) The Credit Program shall, at a minimum, include: (a) policies that address acceptable loan types, terms, covenants, concentration limits, and collateral requirements and exceptions; (b) a description of the types of credit information required from borrowers and guarantors prior to making a loan determination, including financial statements and tax returns with supporting schedules; (c) procedures that require any extensions of credit are granted, by renewal or otherwise, only after obtaining the appropriate credit information and adequately analyzing and documenting the borrower’s and guarantor’s ability to repay (including cash flow), debt service requirements, contingent liabilities, global liquidity condition, and sensitivity analysis in support of the credit decision; (d) procedures to identify and track all exceptions and efforts to mitigate or cure exceptions, including but not limited to financial, collateral, policy, and underwriting exceptions; (e) procedures for the identification of, and accounting treatment for, nonaccrual loans that are consistent with the accounting requirements contained in the appropriate Federal Financial Institutions Examination Council’s (“FFIEC”) Instructions for Preparation of Consolidated Reports of Condition and Income; (f) specific assignment of responsibility and accountability over the credit administration process to ensure the Credit Program developed pursuant to this Article is effectively implemented; (g) risk-based reviews of lending relationships to support or revise current risk ratings on at least an annual basis; (h) an independent loan review process reporting directly to the Board; and (i) requirements that the loan committee makes the final decision for loans requiring the committee’s approval before funding the loan or providing a legal commitment to lend. (3) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all lawsBank may not grant, rulesextend, regulationsrenew, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days alter or restructure any loan or other extension of the date of this Agreement, the Board shall review, revise, and thereafter ensure adherence to the Bank’s Loan Policy to include, at a minimum, revisions relating tocredit without: (a) a description of acceptable types of loans and a prohibition against making any loan for which the Bank does not have the knowledge, skills or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased), to include, at a minimum: (i) documenting the specific reason or purpose for the extension of credit; (iib) identifying the expected source of repayment in writing; (iiic) structuring the repayment terms to coincide with the expected source of repayment; (ivd) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources; (ve) analyzing the borrower’s operations, industry, risk impacting the borrower, and any mitigating factors; (f) concluding on the financial condition, trends, and reasons for change in the borrower’s financial information (cash flow, liquidity, leverage, etc.); (g) summarizing compliance with financial or reporting covenants for credit actions related to existing credit relationships; (h) determining and documenting whether the loan complies with the Bank’s Loan Policy 's loan policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vii) making determining and documenting determinations regarding the customer’s 's ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (viij) verification of liquid assets that the Bank is relying on as a source of repaymentproviding an accurate risk assessment grade and proper accrual status for each credit; (viiik) documenting, with adequate supporting material, the value of collateral collateral; and properly perfecting the Bank’s 's lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statements; and (xil) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repayment, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition written approval of the Bank’s trade area; (l) guidelines and limitations 's loan committee or Board for loans originating outside any extension of credit as required by the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (w) guidelines for periodic review of the Bank’s adherence to the revised lending policy; and (x) guidelines for periodic review and revision of the lending policy. (3) Within sixty (60) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this AgreementCredit Program. (4) Within sixty fifteen (6015) days following receipt of the date ADC’s written determination of this Agreementno supervisory objection to the Credit Program, the Board shall take the necessary steps adopt and Bank management, subject to obtain current Board review and satisfactory credit information on all loans lacking such informationongoing monitoring, including those listed in the Report of Examination conducted as of June 30, 2007 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (5) Within sixty (60) days of the date of this Agreement, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (6) Within sixty (60) days of the date of this Agreement, the Board shall revise, adopt, implement, immediately implement and thereafter ensure Bank adherence to a written program of policies the Credit Program and procedures designed to aggregate and track exceptions to the Bank Loan Policy and underwriting guidelines for all loans. This includes at a minimum, monthly Board monitoring of policy exception reports that track aggregate number and dollar amount of loans with material underwriting exceptions by type of loan and loan officerany amendments or revisions thereto.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days of the date of this Agreement, the Board shall review, revise, and thereafter ensure adherence to the Bank’s Loan Policy to include, at a minimum, revisions relating to: (a) a description of acceptable types of loans compliance with OCC Bulletin 2000-20, Uniform Retail Credit Classification and a prohibition against making any loan for which the Bank does not have the knowledgeAccount Management Policy, skills or ability to properly underwrite and monitorOCC Bulletin 2005-9, Overdraft Protection Programs; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (c) limits for the number and dollar amount of credit, collateral, and underwriting exceptions allowable at any given time; (d) a system for measuring exceptions against the Board approved limits, monthly Board monitoring of exception reports, and accountability by the lending staff for such exceptions that considers such exceptions in periodic performance reviews and compensation of such lending staff; (e) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (new, maturity extension, or renewal) including participations purchased, equal to or exceeding two hundred thousand dollars ($200,000), to include, at a minimum: (i) documenting the specific reason or purpose for the extension of credit; (ii) identifying the expected source of repayment in writing; (iii) structuring the repayment terms to coincide with the expected source of repayment; (iv) obtaining current and satisfactory credit informationinformation about the borrower and any guarantor, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources, sufficient to fully assess and analyze the borrower’s and guarantor’s cash flow, debt service requirements, contingent liabilities, and global liquidity condition; (v) determining and documenting whether the loan complies with the Bank’s Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vi) making and documenting determinations regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (vii) verification of liquid assets that the Bank is relying on as a source of repayment; (viii) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statements; and (xi) ongoing requirements for obtaining periodic collateral inspections as appropriate.; (ef) requirements relating to guarantor support; (fg) minimum loan covenants; (gh) maturity scheduling related to the anticipated source of repayment, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (lj) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (ok) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (pl) guidelines and limitations on concentrations of credit, including by type of credit, geographic location, and source; (qm) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (vn) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (wo) a system for identifying and monitoring legal lending limit compliance, and combination rules; (p) guidelines for loan stress testing and/or sensitivity analysis to quantify the impact of common stresses; and (q) procedures for periodic review of the Bank’s adherence to the revised lending policy; and (x) guidelines for periodic review and revision of the lending policy. (3) The Board shall take the necessary steps to ensure that current and satisfactory credit and proper collateral information is maintained on all loans. Within sixty thirty (6030) days of the date of this Agreement, the Board shall appoint a capable ensure that the Bank obtains any missing credit and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty (60) days of the date of this Agreement, the Board shall take the necessary steps to obtain current and satisfactory credit collateral information on all loans lacking such information, including those listed described in the Report of Examination for the examination conducted as of June 30, 2007 2010 and updated through September 30, 2010 as appropriate (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (54) Within sixty (60) days of the date of this Agreement, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (6) Within sixty (60) days of the date of this Agreement, the Board shall revise, adopt, implement, and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to the Bank Loan Policy and underwriting guidelines for all loans. This includes at a minimum, monthly Board monitoring of policy exception reports that track aggregate number and dollar amount amounts of loans with material underwriting policy exceptions by type of loan and loan officer.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Within seventy-five (75) days of the date of this Agreement, the Bank shall submit to the ADC for review and prior written determination of no supervisory objection a credit underwriting and administration program (“Program”) designed to ensure the Bank obtains and analyzes credit and collateral information sufficient to identify, monitor, and report the Bank’s credit risk, properly account for loans, and assign accurate risk ratings in a timely manner. The Program shall be consistent with safe and sound banking practices. (2) The credit underwriting and administration program shall, at a minimum, include: (a) policies that address acceptable loan types, terms, concentration limits, and collateral requirements and exceptions; (b) a description of the types of credit information required from borrowers and guarantors prior to making a loan determination, including, annual statements, interim financial statements, personal financial statements, and tax returns with supporting schedules; (c) procedures that require any extensions of credit are granted, by renewal or otherwise, only after obtaining the required credit information and adequately analyzing and documenting the borrower’s and guarantor’s cash flow, debt service requirements, contingent liabilities, global liquidity condition, and sensitivity analysis in support of the credit decision; (d) specific assignment of responsibility and accountability over the credit administration process to ensure the Program developed pursuant to this Article is effectively implemented; and (e) the Board must review the experience level of lending staff, on an annual basis, to ensure employees have the requisite knowledge to perform their duties, and must implement a plan to hire additional staff and/or provide periodic training where staffing or knowledge gaps exist. (3) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all lawsBank may not grant, rulesextend, regulationsrenew, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days alter or restructure any loan or other extension of the date of this Agreement, the Board shall review, revise, and thereafter ensure adherence to the Bank’s Loan Policy to include, at a minimum, revisions relating tocredit without: (a) a description of acceptable types of loans and a prohibition against making any loan for which the Bank does not have the knowledge, skills or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased), to include, at a minimum: (i) documenting the specific reason or purpose for the extension of credit; (iib) identifying the expected source of repayment in writing; (iiic) structuring the repayment terms to coincide with the expected source of repayment; (ivd) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources; (ve) determining and documenting whether the loan complies with the Bank’s Loan Policy 's loan policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vif) making determining and documenting determinations regarding the customer’s 's ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (viig) verification of liquid assets that the Bank is relying on as a source of repayment;providing an accurate risk assessment rating and proper accrual status for each credit; and (viiih) documenting, with adequate supporting material, the value of collateral collateral; and properly perfecting the Bank’s 's lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statements; and (xi) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repayment, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (w) guidelines for periodic review of the Bank’s adherence to the revised lending policy; and (x) guidelines for periodic review and revision of the lending policy. (3) Within sixty (60) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty fifteen (6015) days following receipt of the date ADC’s written determination of this Agreementno supervisory objection to the Program, the Board shall take the necessary steps adopt and Bank management, subject to obtain current Board review and satisfactory credit information on all loans lacking such informationongoing monitoring, including those listed in the Report of Examination conducted as of June 30, 2007 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (5) Within sixty (60) days of the date of this Agreement, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (6) Within sixty (60) days of the date of this Agreement, the Board shall revise, adopt, implement, immediately implement and thereafter ensure Bank adherence to a written program of policies the Program and procedures designed to aggregate and track exceptions to the Bank Loan Policy and underwriting guidelines for all loans. This includes at a minimum, monthly Board monitoring of policy exception reports that track aggregate number and dollar amount of loans with material underwriting exceptions by type of loan and loan officerany amendments or revisions thereto.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all applicable laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days Effective as of the date of this Agreement, the Board shall reviewBank may not grant, reviseextend, and thereafter ensure adherence renew, alter, or restructure any loan or other extension of credit equal to the Bank’s Loan Policy to includeor exceeding three-hundred fifty thousand dollars ($350,000), at a minimum, revisions relating towithout: (a) a description of acceptable types of loans and a prohibition against making any loan for which the Bank does not have the knowledge, skills or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased), to include, at a minimum: (i) documenting the specific reason or purpose for the extension of credit; (iib) identifying the expected source of repayment in writing; (iiic) structuring the repayment terms to coincide with the expected source of repayment; (ivd) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources; (ve) determining and documenting whether the loan complies with the Bank’s existing (and subsequently) revised Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exceptionprovision; (vif) making and documenting the determinations made regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (viig) verification of liquid assets that the Bank is relying on providing an accurate risk assessment grade and proper accrual status for each credit as a source of repaymentfurther described in Article IX; (viiih) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statements; and (xi) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repayment, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition obtaining the written approval of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth Loan Committee or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (w) guidelines for periodic review of the Bank’s adherence to the revised lending policy; and (x) guidelines for periodic review and revision of the lending policy. (3) Within sixty thirty (6030) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty (60) days of the date of this Agreement, the Board shall take the necessary steps to obtain current and satisfactory credit information on all loans lacking such information, including those listed in the Report of Examination conducted as of June 30, 2007 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Comptroller’s Examiners at the conclusion of an examination. (54) Within sixty (60) days of the date of this Agreement, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Comptroller’s Examiners at the conclusion of an examination. (65) Within sixty (60) days of the date of this Agreement, the Board shall revise, adopt, implement, and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to the revised Bank Loan Policy and underwriting guidelines for all loans. This includes at a minimum, monthly Board monitoring of policy exception reports that track aggregate number loans and dollar amount of loans with material underwriting exceptions by type of loan and loan officer.to the appraisal requirements described in

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days of the date Effective as of this Agreement, the Board shall reviewBank may not grant, reviseextend, and thereafter ensure adherence to the Bank’s Loan Policy to includerenew, at a minimum, revisions relating toalter or restructure any loan or other extension of credit above $50,000 without: (a) a description of acceptable types of loans and a prohibition against making any loan for which the Bank does not have the knowledge, skills or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased), to include, at a minimum: (i) documenting the specific reason or purpose for the extension of credit; (iib) identifying the expected source of repayment in writing; (iiic) structuring the repayment terms to coincide with the expected source of repayment; (ivd) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources; (ve) determining and documenting whether the loan complies with the Bank’s Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vif) making and documenting the determinations made regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (viig) verification of liquid assets that the Bank is relying on providing an accurate risk assessment grade as a source of repayment;further described in Article VIII; and (viiih) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statements; and (xi) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repayment, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (w) guidelines for periodic review of the Bank’s adherence to the revised lending policy; and (x) guidelines for periodic review and revision of the lending policy. (3) Within sixty (60) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty (60) days of the date of this Agreement, the Board shall take the necessary steps to obtain current and satisfactory credit information on all loans above $50,000 lacking such information, including those listed in the Report of Examination conducted as of June 30March 31, 2007 2008 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (54) Within sixty (60) days of the date of this Agreement, the Board shall ensure proper collateral documentation is maintained on all loans above $50,000 and correct each collateral exception for any loan above $50,000 listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (6) Within sixty (60) days of the date of this Agreement, the Board shall revise, adopt, implement, and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to the Bank Loan Policy and underwriting guidelines for all loans. This includes at a minimum, monthly Board monitoring of policy exception reports that track aggregate number and dollar amount of loans with material underwriting exceptions by type of loan and loan officer.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days of the date of this Agreement, the Board shall reviewadopt a written credit underwriting and administration program (“Credit Underwriting and Administration Program”) designed to ensure the Bank obtains and analyzes credit and collateral information sufficient to identify, revisemonitor, and thereafter ensure adherence to report the Bank’s Loan Policy to includecredit risk, properly account for loans, and assign accurate risk ratings in a timely manner. The Credit Underwriting and Administration Program shall be consistent with safe and sound banking practices. (2) The Credit Underwriting and Administration Program shall, at a minimum, revisions relating toinclude: (a) a description of policies that address acceptable types of loans loan types, terms, covenants, covenant waivers, concentration limits, and a prohibition against making any loan for which the Bank does not have the knowledge, skills or ability to properly underwrite collateral requirements and monitorexceptions; (b) a description of the establishment types of credit information required from borrowers and guarantors prior to making a loan determination, including annual audited statements, interim financial statements, personal financial statements, tax returns with supporting schedules, and reasonable policies and procedures specific to asset dissipation underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenantsfor mortgage loans; (c) expectations regarding procedures that require any extensions of credit be granted, by renewal or otherwise, only after obtaining the required credit file information for each different lending product offeredand adequately analyzing and documenting the borrower’s and guarantor’s cash flow, debt service requirements, contingent liabilities, global liquidity condition, and sensitivity analysis in support of the credit decision, including policies to ensure sufficient documentation of information and analysis to support collateral valuations and a risk-based approach to review of collateral valuations; (d) requirements that established aggregate exception level limits; the Bank shall consider each loan officer’s exceptions in conducting periodic performance reviews and compensation decisions; (e) specific assignment of responsibility and accountability over the credit administration process to ensure the Credit Underwriting and Administration Program developed pursuant to this Article is effectively implemented; (f) review of lending officers appropriately analyze and document appropriate credit and collateral information staff experience levels, on all extensions of credit (including participations purchased)an annual basis, to includeensure employees have the requisite knowledge to perform their duties, and implementation of a plan to hire additional staff and/or provide periodic training where staffing or knowledge gaps exist; (g) risk-based reviews of commercial lending relationships to support or revise current risk ratings on at least an annual basis; and (h) an independent loan review process reporting directly to the Board that, at a minimum, assesses the appropriateness of credit risk ratings, adequacy of controls and covenants to monitor loan performance, and opines on credit underwriting. (3) Effective as of the date of this Agreement, the Bank may not grant, extend, renew, alter, or restructure any loan or other extension of credit without: (ia) documenting the specific reason or purpose for the extension of credit; (iib) identifying the expected source of repayment in writing; (iiic) structuring the repayment terms to coincide with the expected source of repayment; (ivd) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources; (ve) determining and documenting whether the loan complies with the Bank’s Loan Policy and loan policy and, if it does not comply, providing identification of identifying the exception and providing ample justification to support waiving the policy exception; (vif) making determining and documenting determinations regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (viig) verification of liquid assets that the Bank is relying on as a source of repayment;providing an accurate risk assessment grade and proper accrual status for each credit; and (viiih) documentingdocumenting the value of collateral, with adequate supporting materialmaterial including a current appraisal or evaluation as appropriate, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statements; and (xi) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repayment, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (w) guidelines for periodic review of the Bank’s adherence to the revised lending policy; and (x) guidelines for periodic review and revision of the lending policy. (3) Within sixty (60) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty Upon adoption of the Credit Underwriting and Administration Program, Bank management, subject to Board review and ongoing monitoring, shall immediately implement and thereafter ensure adherence to the Credit Underwriting and Administration Program and any amendments thereto. The Board shall review the effectiveness of the Credit Underwriting and Administration Program at least annually, and more frequently if necessary or if required by the OCC in writing, and amend the Credit Underwriting and Administration Program as needed or directed by the OCC. The Board shall forward a copy of the adopted Credit Underwriting and Administration Program, and any subsequent amendments thereto, to the Assistant Deputy Comptroller within thirty (6030) days of the date of this Agreement, the Board shall take the necessary steps to obtain current and satisfactory credit information on all loans lacking such information, including those listed in the Report of Examination conducted as of June 30, 2007 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examinationadoption. (5) Within sixty (60) days of the date of this Agreement, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (6) Within sixty (60) days of the date of this Agreement, the Board shall revise, adopt, implement, and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to the Bank Loan Policy and underwriting guidelines for all loans. This includes at a minimum, monthly Board monitoring of policy exception reports that track aggregate number and dollar amount of loans with material underwriting exceptions by type of loan and loan officer.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days of the date of this Agreement, the Board shall reviewdevelop, reviseimplement, and thereafter ensure Bank adherence to a written program to improve the Bank’s Loan Policy to include, at a minimum, revisions relating to: (a) a description of acceptable types of loans 's credit underwriting and a prohibition against making any loan for which the Bank does not have the knowledge, skills or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased), to administration process. The program shall include, at a minimum: (ia) documenting the specific reason or purpose guidelines for the extension of creditevaluating and monitoring a borrower’s capacity to meet a realistic repayment program from liquidity and cash flow; (iib) identifying the expected source of repayment in writingstandards for minimally acceptable financial information on borrowers and guarantors; (iiic) structuring guidelines for the repayment terms to coincide identification of and accounting treatment for nonaccrual loans that are consistent with the expected source of repayment; (iv) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources; (v) determining and documenting whether accounting requirements contained in the loan complies with the Bank’s Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vi) making and documenting determinations regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (vii) verification of liquid assets that the Bank is relying on as a source of repayment; (viii) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statementsCall Report Instructions; and (xid) ongoing requirements for obtaining periodic collateral inspections as appropriateprohibition of the extension of amortization periods to improve a borrower’s debt service coverage ratios or to match competition, unless supported by prudent underwriting. (e2) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related Upon adoption, a copy of the program shall be forwarded to the anticipated source of repayment, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing Assistant Deputy Comptroller for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (w) guidelines for periodic review of the Bank’s adherence to the revised lending policy; and (x) guidelines for periodic review and revision determination of the lending policyno supervisory objection. (3) Within sixty ninety (6090) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in ensure that the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty (60) days of the date of this Agreement, the Board shall take the necessary steps to obtain Bank obtains current and satisfactory credit information on all loans lacking such information, including those listed in the Report of Examination conducted as of June 30, 2007 (the “XXX”), in any subsequent Report of ExaminationXXX, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an during any examination. (54) Within sixty ninety (6090) days of the date of this Agreement, the Board shall ensure that the Bank maintains proper collateral documentation is maintained on all loans and correct corrects each collateral exception listed in the XXX, in any subsequent Report of ExaminationXXX, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an during any examination. (5) Effective immediately, the Bank may grant, extend, renew, alter or restructure any loan or other extension of credit only after: (a) documenting the specific reason or purpose for the extension of credit; (b) identifying the expected source of repayment in writing; (c) structuring the repayment terms to coincide with the expected source of repayment; (d) obtaining and analyzing current and satisfactory credit information, including cash flow analysis, where loans are to be repaid from operations; (e) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank's lien on it where applicable; (6) Within sixty Failure to obtain the information in (605)(d) days and (5)(e) shall require a majority of the date full Board (or a delegated committee thereof) to certify in writing the specific reasons why obtaining and analyzing the information in (5)(d) and (5)(e) would be detrimental to the best interests of this Agreement, the Bank. A copy of the Board certification shall revisebe maintained in the credit file of the affected borrower(s). The certification will be reviewed by this Office in subsequent examinations of the Bank. (7) The Board shall ensure that the Bank has policies, adoptprocesses, implementpersonnel, and thereafter control systems to ensure Bank implementation of and adherence to a written the program of policies and procedures designed developed pursuant to aggregate and track exceptions to the Bank Loan Policy and underwriting guidelines for all loans. This includes at a minimum, monthly Board monitoring of policy exception reports that track aggregate number and dollar amount of loans with material underwriting exceptions by type of loan and loan officerthis Article.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days of the date of this Agreement, the Board shall reviewtake the necessary steps to ensure that the Bank develops safe and sound credit risk management and administration practices, revise, and thereafter ensure adherence to the Bank’s Loan Policy to include, include at a minimum, revisions relating to: (a) a description of acceptable types of loans policies and a prohibition against making any loan for which procedures to ensure that the Bank does not have the knowledgegrant, skills extend, renew, modify or ability restructure any loan or other extension of credit, or purchase any loan participation, equal to properly underwrite and monitor; or exceeding one-hundred thousand dollars (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased$100,000), to include, at a minimumwithout: (i) documenting the specific reason or purpose for the extension of credit; (ii) identifying the expected source of repayment in writing; (iii) structuring the repayment terms to coincide with the expected source of repaymentrepayment and the useful life of the collateral; (iv) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources, including global cash flow analysis, evaluation of contingent liabilities and verification of liquid assets, where appropriate; (v) determining and documenting whether the loan complies with the Bank’s Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vi) making and documenting the determinations made regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (vii) verification of liquid assets that the Bank is relying on as a source of repaymentproviding an accurate risk assessment grade and proper accrual status for each credit; (viii) obtaining an appraisal or evaluation as appropriate; (ix) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining determining and analyzing financial statements; and (xi) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repaymentdocumenting that any participations purchased comply with safe and sound banking practices, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (wxi) guidelines performing loan stress testing and/or sensitivity analysis for periodic review agricultural loan relationships totaling three-hundred thousand dollars ($300,000) or more, to quantify the impact of common stresses such as varying input costs, commodity prices, and interest rates; and (xii) obtaining the written approval of the Bank’s adherence Loan Committee or Board; (b) policies and procedures designed to aggregate, track and eliminate exceptions to the revised lending policyLoan Policy, underwriting guidelines, and supervisory loan-to-value limits, for all loans to include, at a minimum: (i) monthly Board monitoring of policy exception reports that track aggregate number and dollar amount of loans with material underwriting exceptions by type of loan and loan officer; and (xii) guidelines for periodic review and revision of accountability by the lending policy.staff for such exceptions that, at a minimum, considers such exceptions in the periodic performance reviews and compensation of such lending staff; (3c) Within sixty (60) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures to ensure that all commercial, commercial real estate, and agricultural loans and participations purchased, are properly monitored to include periodic receipt (no less than annually), analysis and documentation of sufficient financial, operating and collateral information to measure and monitor the Mortgage Lending Program required by Article VII of this Agreementborrower’s financial condition and repayment ability, and assess the Bank’s collateral position; and (bd) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures to ensure that management identifies and reports all real estate loans in excess of supervisory loan-to-value limits to the Mortgage Lending Program required by Article VII of this Agreement.Board on a quarterly basis in accordance with 12 C.F.R. § 34, Subpart D, Appendix A. (42) Within sixty (60) days of the date of this Agreement, the The Board shall take the necessary steps to obtain ensure that current and satisfactory credit and collateral information is maintained on all loans lacking such informationloans. Within thirty (30) days of notification, including those listed the Board shall ensure that the Bank obtains any missing credit and/or collateral information described in the Report of Examination conducted as of June 30, 2007 2010 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (5) Within sixty (60) days of the date of this Agreement, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (6) Within sixty (60) days of the date of this Agreement, the Board shall revise, adopt, implement, and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to the Bank Loan Policy and underwriting guidelines for all loans. This includes at a minimum, monthly Board monitoring of policy exception reports that track aggregate number and dollar amount of loans with material underwriting exceptions by type of loan and loan officer.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all laws, rules, regulations, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days Effective as of the date of this Agreement, the Board shall reviewBank may not grant, reviseextend, and thereafter ensure adherence to the Bank’s Loan Policy to includerenew, at a minimum, revisions relating toalter or restructure any loan or other extension of credit without: (a) a description of acceptable types of loans and a prohibition against making any loan for which the Bank does not have the knowledge, skills or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased), to include, at a minimum: (i) documenting the specific reason or purpose for the extension of credit; (iib) identifying the expected source of repayment in writing; (iiic) structuring the repayment terms to coincide with the expected source of repayment; (ivd) obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources; (ve) determining and documenting whether the loan complies with the Bank’s Loan Policy and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vif) making and documenting the determinations made regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (viig) verification of liquid assets that the Bank is relying on providing an accurate risk assessment grade as a source of repayment;further described in Article VI; and (viiih) documenting, with adequate supporting material, the value of collateral and properly perfecting the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statements; and (xi) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repayment, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior approval of the Board, or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (w) guidelines for periodic review of the Bank’s adherence to the revised lending policy; and (x) guidelines for periodic review and revision of the lending policy. (3) Within sixty (60) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty (60) days of the date of this Agreement, the Board shall take the necessary steps to obtain current and satisfactory credit information on all loans lacking such information, including those listed in the Report of Examination conducted as of June 30March 31, 2007 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (54) Within sixty (60) days of the date of this Agreement, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (65) Within sixty (60) days of the date of this Agreement, the Board shall revise, adopt, implement, and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to the Bank Loan Policy and underwriting guidelines for all loansloans and exceptions to the appraisal requirements described in Article VI. This includes at a minimum, monthly Board monitoring of policy exception reports that track aggregate number and dollar amount of loans with material underwriting exceptions by type of loan and loan officer.

CREDIT UNDERWRITING AND ADMINISTRATION. (1) Effective immediately, the Board shall take necessary steps to ensure the Bank’s credit risk management systems are sufficient to ensure the Bank’s loan portfolio is managed in a safe and sound manner. (2) Effective as of the date of this Agreement, the Board shall ensure that all lending officers comply with all lawsBank may not grant, rulesextend, regulationsrenew, Bank policies and procedures, safe and sound banking practices, and fiduciary duties. (2) Within sixty (60) days alter or restructure any loan or extension of the date of this Agreement, the Board shall review, revise, and thereafter ensure adherence to the Bank’s Loan Policy to include, at a minimum, revisions relating tocredit without: (a) a description of acceptable types of loans and a prohibition against making any loan for which the Bank does not have the knowledge, skills or ability to properly underwrite and monitor; (b) the establishment of underwriting standards by loan type, especially commercial real estate and asset-based lending, that specifically include at a minimum, the requirements of this Paragraph: approval authorizations; documentation; analysis; cash flow (including debt service coverage); repayment periods; collateral coverage (loan to cost and loan to value); guarantor support; appraisals; and loan covenants; (c) expectations regarding required credit file information for each different lending product offered; (d) requirements that lending officers appropriately analyze and document appropriate credit and collateral information on all extensions of credit (including participations purchased), to include, at a minimum: (i) documenting Documenting the specific reason or purpose for the extension of credit; (iib) identifying Identifying the expected source of repayment in writing; (iiic) structuring Structuring the repayment terms to coincide with the expected source of repayment; (ivd) obtaining Obtaining current and satisfactory credit information, including performing and documenting analysis of credit information and a detailed cash flow analysis of all expected repayment sources, including a detailed analysis of the financial support of significant guarantors; (ve) determining Performing a consistent and complete overview of the borrower’s other obligations (at both this Bank and other financial institutions) to analyze and determine the borrower’s overall debt load and ensure a robust global debt service analysis; (f) Determining and documenting whether the loan complies with the Bank’s Loan Policy Policy, and if it does not comply, providing identification of the exception and ample justification to support waiving the policy exception; (vig) making and documenting determinations Documenting a determination regarding the customer’s ability to repay the credit on the proposed repayment terms, including an evaluation of both primary and secondary sources of repayment, as well as a global cash flow analysis that considers all customer debt service requirements; (viih) verification Providing an accurate risk assessment grade according to the guidelines set forth in Rating Credit Risk, A-RCR, of liquid assets that the Bank is relying on as a source Comptroller’s Handbook, and recognizing nonaccrual status for each credit according to the guidelines set forth in the Instructions for Preparation of repaymentConsolidated Reports of Condition and Income (“Call Report”); (viiii) documentingDocumenting, with adequate supporting material, the value of collateral and properly perfecting proper perfection of the Bank’s lien on it where applicable; (ix) providing an accurate risk assessment grade; (x) ongoing requirements for obtaining and analyzing financial statementsapplicable collateral; and (xi) ongoing requirements for obtaining periodic collateral inspections as appropriate. (e) requirements relating to guarantor support; (f) minimum loan covenants; (g) maturity scheduling related to the anticipated source of repayment, the purpose of the loan, and the useful life of the collateral; (h) maximum ratio of loan value to appraised value or acquisition costs of collateral securing the loan; (i) collection procedures, to include follow-up efforts, that are systematically and progressively stronger; (j) a pricing policy that takes into consideration costs, general overhead, and probable loan losses, while providing for a reasonable margin of profit; (k) a definition of Obtaining the Bank’s trade area; (l) guidelines and limitations for loans originating outside of the Bank’s trade area; (m) a limitation on aggregate outstanding loans in relation to other balance sheet accounts; (n) a prohibition regarding the use of brokered deposits to fund loan growth or support criticized loans; (o) guidelines for loans to insiders, including a statement that such loans will not be granted on terms more favorable than those offered to similar outside borrowers; (p) guidelines and limitations on concentrations of credit; (q) a limitation on the type and size of loans that may be made by loan officers without prior approval by the Board or a committee established by the Board for this purpose; (r) measures to correct the deficiencies in the Bank’s lending procedures noted in any XXX; (s) guidelines designed to improve Board oversight of the loan approval process, specifically with regard to credits exhibiting significant risk. At a minimum, the policy shall: (i) establish dollar limits on extensions of credit to any one borrower, above which the prior written approval of the Board, Executive Loan Committee for any loan or a committee thereof, would be required; (ii) establish dollar limits on aggregate extensions extension of credit to any one borrower, above which any new extensions of credit to that borrower, regardless of amount, would require the prior approval of the Board, or a committee thereof; and (iii) require that all credits which deviate from the Bank’s normal course of business, including all credits which deviate from the Bank’s written strategic plan, receive the prior approval of the Board, or a committee thereof. (t) guidelines consistent with Banking Circular 255, setting forth the criteria under which renewals of extensions of credit may be approved. At a minimum the policy shall: (i) ensure that renewals are not made for the sole purpose of reducing the volume of loan delinquencies; and (ii) provide guidelines and limitations on the capitalization of interest; (u) charge-off guidelines, by type of loan or other asset, including Other Real Estate Owned, addressing the circumstances under which a charge-off would be appropriate and ensuring the recognition of losses within the quarter of discovery; (v) guidelines for participations as set forth in Banking Circular 181 (Revised), dated August 2, 1984, and the requirements of 12 C.F.R. Part 34, and a prohibition against purchasing any participation for which the Bank does not have the knowledge, skills or ability to properly underwrite on its own; (w) guidelines for periodic review of the Bank’s adherence to the revised lending policy; and (x) guidelines for periodic review and revision of the lending policygreater than $250,000. (3) Within sixty thirty (60) days of the date of this Agreement, the Board shall appoint a capable and qualified person or persons to serve as a real estate lending official who shall: (a) assist in the development of the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement; and (b) be vested with sufficient authority to monitor and ensure the Bank’s compliance with the commercial real estate risk management policies and procedures and the Mortgage Lending Program required by Article VII of this Agreement. (4) Within sixty (60) days of the date of this Agreement, the Board shall take the necessary steps to obtain current and satisfactory credit information on all loans lacking such information, including those listed in the Report of Examination conducted as of June 30, 2007 (the “XXX”), in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (5) Within sixty (60) days of the date of this Agreement, the Board shall ensure proper collateral documentation is maintained on all loans and correct each collateral exception listed in the XXX, in any subsequent Report of Examination, in any internal or external loan review, or in any listings of loans lacking such information provided to management by the National Bank Examiners at the conclusion of an examination. (6) Within sixty (60) days of the date of this Agreement, the Board shall revise, adopt, implementimplement and thereafter ensure Bank adherence to a written program of policies and procedures designed to manage the high level of credit risk in the Bank’s loan portfolio, to include at a minimum: (a) Procedures to strengthen credit underwriting, particularly in the Bank’s commercial real estate (“CRE”) portfolio, including expanded loan presentations and analysis providing for: (i) Detailed project plans; (ii) Timeframes for project completion; (iii) Detailed market analysis; (iv) Stress testing of significant property and lending assumptions at both the transaction level and the portfolio level at the time of underwriting and periodically throughout the duration of the credit. This includes, as applicable, stress testing of interest rates, capitalization rates, absorption and pricing data, cost overruns, occupancy/vacancy rates, lease rates, and rental rates on non- owner occupied properties; and (v) Detailed analysis of the financial support of significant guarantors; (b) The establishment of CRE concentration limits; (c) Strategies and procedures, including appropriate CRE loan growth restrictions, to reduce CRE concentrations to conform with established limits; (d) Monthly monitoring of concentration reports that stratify the CRE portfolio by product type, locality and other meaningful measures; (e) At a minimum, quarterly reports to senior management and the loan committee of project status, including: (i) Development status; (ii) Comparison of sales activity and development costs to budget; (iii) Current market conditions and activity; (iv) Level of interest reserve and comparison to budget; and (v) Any other significant comments on development. (f) Procedures to strengthen management of loan workout operations and to maintain an adequate, qualified staff in all lending function areas; and (g) Procedures for strengthening collections. (4) Within sixty (60) days, the Board shall revise, adopt, implement and thereafter ensure Bank adherence to a written program of policies and procedures designed to aggregate and track exceptions to the Bank Loan Policy policy and underwriting guidelines guideline for all loans. This includes CRE, to include at a minimum, monthly Board monitoring of policy exception reports that track aggregate number and dollar amount of loans with of material underwriting exceptions by type of loan loan, to include exceptions to the appraisal requirements described in paragraph (5) below. (5) Within sixty (60) days, the Board shall revise, adopt, implement and loan officerthereafter ensure Bank adherence to a written program of policies and procedures designed to ensure the Bank obtains appraisals in compliance with the Uniform Standards of Professional Appraisal Practice, 12 C.F.R. Part 34, OCC Advisory Letter 2003-9, and OCC Bulletin 2005-6, to include at a minimum: (a) The required use of a standard appraisal form for ordering all appraisals; (b) The ordering of appraisals, independent of the lending function; (c) The use of Board approved appraisers only; (d) The establishment of a policy requiring a meaningful, independent review of all appraisals to include analysis commensurate with the type, size and complexity of the property being appraised; and (e) The establishment of a tickler system for tracking appraisals ordered, received, returned, and reviewed. (6) The Board shall submit a copy of the revised policies and procedures required by this Article to the Assistant Deputy Comptroller. (7) At least quarterly, the Board shall prepare a written assessment of the bank’s credit risk, which shall evaluate the Bank’s progress in reaching compliance with the policies and procedures required by this Article. The Board shall submit a copy of this assessment to the Assistant Deputy Comptroller. (8) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies and procedures developed pursuant to this Article.