Common use of CRITICIZED ASSETS Clause in Contracts

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board shall adopt revisions to and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed to protect the Bank’s interest in those assets criticized in the most recent Report of Examination (“XXX”) in any subsequent XXX, by any internal or external loan review, or in any list provided to management by OCC examiners during any examination as "doubtful," "substandard," or "special mention." The CARP shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose of the loan, and the originating and current loan officer(s); (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, where applicable, as well as other necessary documentation to support the current collateral valuation; (d) an analysis of current and complete credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (g) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (2) Upon adoption, a copy of the CARP shall be submitted to the ADC. The AAPs shall be submitted to the ADC on a quarterly basis. (3) The Bank shall not extend credit, directly or indirectly, including renewals, modifications or extensions, to a borrower whose loans or other extensions of credit are criticized in any XXX, in any internal or external loan review, or in any list provided to management by OCC Examiners during any examination, unless and until the Board, or its designated committee, finds and documents in writing that each of the following conditions is met: (a) the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying or extending any additional credit, a majority of the full Board, or its designated committee, approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners; (b) the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding two hundred fifty thousand dollars ($250,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds two hundred fifty thousand dollars ($250,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (6) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basisbasis in a format similar to Appendix A, attached hereto). (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed two hundred fifty thousand dollars ($250,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) The specific reasons for the origination date and any renewal or extension dates, amount, purpose of the loan, and the originating and current loan officer(s)asset’s classification; (b) an identification of, and detailed written analysis of, the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the current appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (d) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (g) the proposed action formal action/workout plan designed to eliminate the basis of criticism of the asset, and the time frame for its accomplishment. The workout plan shall be reviewed and updated at least quarterly to reflect, among other things, all material changes in the borrower’s circumstances and/or proposed and/or actual changes in the Bank’s collection strategies; and (f) on-going monitoring of collection progress and problem loan resolution. (23) A copy of the written program developed pursuant to this Article shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a written determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the program. (4) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding fifty thousand dollars ($50,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (5) The AAPs Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (6) The Board, or a designated committee, shall conduct a review, on at least a monthly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds fifty thousand dollars ($50,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (7) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basisbasis (in a format similar to Appendix A, attached hereto). (3) 8) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed fifty thousand dollars ($50,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (9) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized criticized1 in the most recent Report of Examination (“XXX”) , in any subsequent XXXReport of Examination, by in any internal or external loan reviewreview report, or in any list provided to management by OCC examiners during the National Bank Examiners or by any examination loan review. 1 The term “criticized” as "used in this article is meant to refer to assets rated the equivalent of “doubtful," "” “substandard," ” or "special mention." The CARP shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets ” as defined in the requirements listed below. The AAPs shall continue to be updated and submitted to “Rating Credit Risk” booklet of the Comptroller’s Handbook (2) Within ninety (90) days, the Board monthlyshall adopt, implement, and thereafter ensure Bank adherence to a written plan (“Criticized Asset Plan”) designed to eliminate the basis of criticism for each asset that is criticized in the XXX, in any subsequent Report of Examination, in any loan review report, or in any list provided to management by the National Bank Examiners or by any loan review. Each AAP shall cover an entire credit relationship and includeCriticized Asset Plan shall, at a minimum, analysis and documentation of the followingcontain: (a) the origination date and any renewal or extension dates, amount, purpose a description of the loan, and the originating and current loan officer(s)basis of criticism; (b) an identification of the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised current value of supporting collateral and the position of the Bank's ’s lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (d) an analysis of the sources of repayment using the most current financial information of the borrowers and complete credit information, including cash flow analysis where loans are to be repaid from operationsguarantors; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (g) the proposed action actions designed to eliminate the basis of criticism of and protect the Bank’s interest in the asset; and (f) the time frame frame(s) for its accomplishmentimplementing and evaluating the effectiveness of those actions. (23) Upon adoptionWithin fifteen (15) days after each quarter end beginning June 30, 2010 a copy of the CARP written status report shall be submitted to the ADC. The AAPs shall be submitted Board or designated committee on each criticized asset that equals or exceeds seventy-five thousand dollars ($75,000) containing, at a minimum: (a) similar information to the ADC on items in Appendix A, attached hereto; (b) a quarterly basisdescription of the action(s) management has taken to implement the Criticized Asset Plans adopted pursuant to paragraph 2 of this Article; and (c) a description of any changes in the Criticized Asset Plans since the last report and the reason(s) for those changes. (4) Within fifteen (15) days of receiving the quarterly status report prepared pursuant to paragraph 3 of this Article, the Board or designated committee shall evaluate in writing: (a) management’s adherence to the Criticized Asset Plan adopted pursuant to this Article; (b) the status and effectiveness of the Criticized Asset Plan; and (c) the need to revise the Criticized Asset Plan or take alternative action. (5) The Board shall ensure that immediate, adequate, and continuing remedial action, if appropriate, is taken upon all findings noted in the evaluation prepared pursuant to paragraph (4) of this Article. (6) Within fifteen (15) days after completing the written evaluation prepared pursuant to paragraph (4) of this Article, the Bank shall submit a copy of the written evaluation, a copy of any new or revised Criticized Asset Plan prepared pursuant to paragraph (2) of this Article and a copy of the status reports prepared pursuant to paragraph (3) of this Article to the Assistant Deputy Comptroller. (7) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications modifications, or extensions, to a borrower whose loans or other extensions of credit are criticized in any the XXX, in any internal or external subsequent Report of Examination, loan reviewreview report, or in any subsequent list provided to management by OCC the National Bank Examiners during any examination, unless or by internal or external loan review and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions equal or exceed seventy-five thousand dollars ($75,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying modifying, or extending any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. ; and (b) a comparison to the Criticized Asset Plan adopted pursuant to paragraph (2) of this Article shows that the plan to eliminate the basis of criticism will not be compromised. (8) A copy of the findings and approval of the Board or of the designated committee and comparison under paragraph (7) of this Article shall be maintained in the credit file of the affected borrower and made available a central file for review by OCC National Bank Examiners; (b) the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding one hundred thousand dollars ($ 100,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds one hundred thousand dollars ($100,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and the need to revise the program or take alternative action. (6) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basis. (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed one hundred thousand dollars ($ 100,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset assets will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within ninety (90) days, the Board shall review, revise, and thereafter ensure Bank adherence to its written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except require the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, consider for each criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and includeasset, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoptioncompletion of the revisions to the Bank’s written program, a copy of the CARP program shall promptly be submitted to the ADCAssistance Deputy Comptroller. The AAPs Any subsequent modifications or additions to the program shall be submitted forwarded to the ADC Assistant Deputy Comptroller within thirty (30) days of such modification or addition. (4) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds five hundred thousand dollars ($500,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (35) A copy of each review, including status updates for each criticized asset or criticized portion thereof that equals or exceeds five hundred thousand dollars ($500,000), shall be forwarded to the Assistant Deputy Comptroller quarterly. The status updates shall follow a format similar to Appendix A, attached hereto. (6) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examinationexamination and whose aggregate loans or other extensions exceed five hundred thousand dollars ($500,000), unless and until the Board, or its designated committee, finds and documents in writing that only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board or its designated committee, committee approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a documentation produced in accordance with the written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (7) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower. (8) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CRITICIZED ASSETS. (1) The Bank shall take prompt and continuing action to protect its interest in those assets criticized in the Report of Examination dated Xxxxx 00, 0000 (XXX), or in any subsequent XXX, in any written list provided to management by the National Bank Examiners, by any internal or external loan review, or by any other asset grading process. (2) Within thirty (30) days, the Board shall adopt revisions to and the Bankadopt, subject to Board review and ongoing monitoringimplement, shall implement and thereafter ensure Bank adherence to a revised written Criticized Asset Reduction Plan (“CARP”) program designed to protect eliminate the Bank’s interest in those basis of criticism of assets criticized in the most recent Report of Examination (“XXX”) , or in any subsequent XXX, in any written list provided to management by the National Bank Examiners, by any internal or external loan review, or in by any list provided other asset grading process equal to management by OCC examiners during any examination or exceeding one million dollars ($1,000,000) as "doubtful," "substandard," or "special mention." The CARP For criticized loans, this program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) For Other Real Estate Owned (OREO), this program shall include, at a minimum: (a) a list of the Bank officer(s) responsible for managing and authorizing transactions relating to the OREO properties; (b) an analysis of each OREO property which compares the cost to carry against the financial benefits of near term sale; (c) a detailed description of the marketing strategies for each parcel; (d) an outline of targeted time frames for disposing each parcel of OREO; (e) a schedule of targeted write-downs at periodic intervals if marketing strategies are unsuccessful; (f) procedures to require periodic market valuations of each property, and the methodology to be used; and (g) provision for reports to the Board on the status of OREO properties on at least a quarterly basis. (4) Upon adoption, a copy of the CARP program shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (5) The AAPs Board, or a designated committee thereof, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds one million dollars ($1,000,000); (b) management's adherence to the program adopted pursuant to this Article III; (c) the status and effectiveness of the written program; and, (d) the need to revise the program or take alternative action. (6) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basis. (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, or in any subsequent XXX, in any written list provided to management by the National Bank Examiners, by any internal or external loan review, or in by any list provided to management by OCC Examiners during any examination, unless other loan grading process and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed one million dollars ($1,000,000) only if each of the following conditions is met: (a) the Board, or a designated committee thereof, finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, committee thereof) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) III shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board Board, or its a designated committee thereof, shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the Comptroller’s Examiners during any examination. (2) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to improve the Bank’s credit risk identification practices and eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the Comptroller’s Examiners during any examination as "“doubtful," "” “substandard," ” or "“special mention." The CARP ” This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension datescredit risk rating definitions consistent with applicable regulatory guidance, amount, purpose of the loan, and the originating and current loan officer(s)including income accrual status; (b) the expected primary procedures to ensure accurate and secondary sources of repaymenttimely risk grades, including loss recognition, and an analysis identification of the adequacy of the repayment sourcenonaccrual loans and troubled debt restructurings; (c) procedures for early problem loan identification; (d) an identification of the expected sources of repayment; (e) the appraised value of supporting collateral and the position of the Bank's ’s lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (df) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (g) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment.; (2h) Upon adoptionensuring loan officer and credit administration accountability for failure to assign accurate and timely risk grades on loans, a copy including recognition of the CARP shall be submitted to the ADC. The AAPs shall be submitted to the ADC on a quarterly basisnonaccrual status, under their respective supervision; and (i) implementation of an effective training program for all lending staff. (3) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (4) The Board, or a designated committee, shall not conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds one hundred thousand ($100,000); (b) management’s adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (5) The review shall be completed in a format similar to Appendix A, attached hereto. (6) The Bank may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed one hundred thousand ($100,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's ’s formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (7) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) Examination, in any subsequent Report, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to reduce or eliminate the level of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP examination. This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)alternate sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (d) problem credit work out plans, which must include, at a minimum, the current status of the loan, current financial condition of the borrower and guarantor(s), accrual status, source and date of collateral valuation, and specific action plans with target dates to either exit or retain the credit; (e) results consideration of any ASC 310 impairment analysis;the potential for sale of the underlying collateral; and (f) significant developmentsactive marketing and management of properties held as other real estate owned (OREO), including a discussion to include appropriate write-down of changes since the prior AAP, if any; and (g) value of the proposed action asset to eliminate the basis of criticism and the time frame for its accomplishmentreflect current market value as defined by appropriate accounting standards. (23) Upon adoption, a copy of the CARP program developed in accordance with paragraph (2) of this Article for all criticized assets equal to or exceeding two hundred fifty thousand dollars ($250,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board, or a designated committee, shall conduct a review on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds two hundred fifty thousand dollars ($250,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (5) A copy of each review required in paragraph (4) of this Article shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basis. (36) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed two hundred fifty thousand ($250,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (7) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee pursuant to paragraph (6) of this Article shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within ninety (90) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to individual workout plans designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "“doubtful," "” “substandard," ” or "“special mention." The CARP ” Each workout plan shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis value of the adequacy collateral, reasonably supported by appropriate appraisals, in-house evaluations or other sources, including the date of the repayment sourcecollateral valuation and the bank’s lien position on such collateral where applicable; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, where applicable, as well as other necessary documentation to support the current collateral valuation; (d) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP The workout plans for all criticized assets (aggregate relationship) equal to or exceeding one hundred fifty thousand dollars ($150,000) shall be submitted forwarded to the ADC. The AAPs shall be submitted to the ADC Assistant Deputy Comptroller on a quarterly basisbasis (in a format similar to Appendix A, attached hereto). (34) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds one hundred fifty thousand dollars ($150,000); (b) management's adherence to the workout plans adopted pursuant to this Article; (c) the status and effectiveness of the written workout plans; and (d) the need to revise the work out plans or take alternative action. (5) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed one hundred fifty thousand dollars ($150,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (6) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower. (7) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the requirements of this Article.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent XXX, and any subsequent Report of Examination (“XXX”) in any subsequent XXXExamination, by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination. (2) Within one hundred and twenty (120) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of each problem asset in the XXX, any subsequent Report of Examination, any internal or external loan review, or any list provided to management by the National Bank Examiners during any examination as designated "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal development of written action plans for each criticized borrower with an aggregate outstanding balance of one hundred thousand dollars ($100,000) or extension datesmore or when total exposure on SBA guaranteed loan balance is one hundred thousand dollars ($100,000) or more. At a minimum, amount, purpose these action plans should include those items outlined in the XXX as well as the following: (i) an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (cii) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (diii) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (giv) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (2b) Upon adoption, a copy of the CARP The written action plans outlined in subparagraph 2(a) shall be submitted produced and presented to the ADC. The AAPs shall be submitted to the ADC Board on a quarterly basis. (3) The Board, or a designated committee composed of a quorum of outside directors, shall conduct a review of the written action plans, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds one hundred thousand dollars ($100,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (4) Upon adoption, and quarterly thereafter, a copy of the written action plans for all criticized assets equal to or exceeding one hundred thousand dollars ($100,000) along with the Board's response shall be forwarded to the Assistant Deputy Comptroller. (5) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed one hundred thousand dollars ($100,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (6) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower. (7) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the plan developed pursuant to this Article.

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized in the XXX, in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within thirty (30) days, the Board shall adopt revisions to and the Bankadopt, subject to Board review and ongoing monitoringimplement, shall implement and thereafter ensure Bank adherence to a revised written Criticized Asset Reduction Plan (“CARP”) program designed to protect eliminate the Bank’s interest in those basis of criticism of assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent XXXReport of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding one hundred thousand dollars ($100,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds one hundred thousand dollars ($100,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (6) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basisbasis (in a format similar to Appendix A, attached hereto). (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed one hundred thousand dollars ($100,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized in the XXX, in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners. (2) Within thirty (30) days, the Board shall adopt revisions to and the Bankadopt, subject to Board review and ongoing monitoringimplement, shall implement and thereafter ensure Bank adherence to a revised written Criticized Asset Reduction Plan (“CARP”) program designed to protect eliminate the Bank’s interest in those basis of criticism of assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent XXXReport of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners during any examination the National Bank Examiners as "“doubtful," "” “substandard," ” or "“special mention." The CARP shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies ” for all credit relationships and other assets totaling in aggregate two loans exceeding one hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below150,000). The AAPs This program shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's ’s lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a A copy of the CARP Board’s program for all criticized assets equal to or exceeding one hundred fifty thousand dollars ($150,000) shall be submitted to the ADCAssistant Deputy Comptroller for review and prior written determination of no supervisory objection. The AAPs Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall be submitted implement and adhere to the ADC on a quarterly basisprogram. (34) The Board, or a designated committee, shall conduct a review, on at least a monthly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds one hundred fifty thousand dollars ($150,000); (b) management’s adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (5) A copy of each review shall be forwarded to the Assistant Deputy Comptroller on a monthly basis (in a format similar to Appendix A attached hereto). (6) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed one hundred fifty thousand dollars ($150,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's ’s formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (7) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty ninety (3090) daysdays of the date of this Agreement, the Board shall adopt revisions to and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) program designed to protect the Bank’s interest in those assets criticized in the most recent Report of Examination (“XXX”) XXX in any subsequent XXX, by any internal or external loan review, or in any list provided to management by the OCC examiners during any examination as "“doubtful," "” “substandard," ” or "“special mention." ” The CARP program shall continue to include the development of Criticized Asset Action Plans Reports (“AAPsCARs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies ) identifying all credit relationships and other assets totaling in aggregate two two-hundred and fifty thousand dollars ($250,000) or more, criticized as "“doubtful," "” “substandard," ” or "“special mention," and that each AAP otherwise meets the requirements listed below. .” The AAPs CARs shall continue to be updated and submitted to the Board monthlyand to the Assistant Deputy Comptroller quarterly. Each AAP CAR shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) a brief factual summary of the relationship, including reason for the basis of criticism, the origination date and date, maturity date, any renewal or extension dates, amount, purpose of the loan, sources of repayment, payment history, accrual status, impairment (if applicable), and the originating and current loan officer(s); (b) the expected primary and secondary sources of repayment, and an analysis of current and satisfactory credit information regarding the adequacy repayment capacity of the borrower, including identification of the expected sources of repayment sourceand cash flow analysis; (c) an assessment of collateral supporting the appraised value loan, including an evaluation of supporting the appraisal of such collateral and the position of the Bank's ’s lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (d) an analysis evaluation of current and complete credit informationany guarantees, including cash flow analysis where loans are the guarantor’s financial capacity and willingness to be repaid from operationsprovide support for the credit; (e) an assessment of the appropriateness of loan accrual status; (f) results of any ASC 310 Accounting Standards Codification (“ASC”) 310-10 impairment analysis; (fg) significant developments, including a discussion of changes since the prior AAPCAR, if any; (h) summary of borrower discussions, including willingness to work with the Bank; and (gi) the proposed action action(s) to eliminate the basis of criticism criticism, identification of employees responsible for implementing the action(s), and the time frame for its accomplishmentaccomplishment of the proposed action(s). (2) Upon adoption, a copy of the CARP criticized assets program shall be submitted to the ADC. The AAPs shall be submitted to the ADC on a quarterly basisAssistant Deputy Comptroller. (3) The Bank shall may not extend credit, directly or indirectly, including renewals, modifications extensions, or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in any XXX, in any internal or external loan review, or in any list provided to management by the OCC Examiners during any examination, unless and until the Board, or its designated committee, finds and documents in writing that each of the following conditions is met: (a) the Board, or designated committee thereof, finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending, or extending capitalizing any additional credit, a majority of the full Board, or its designated committeecommittee thereof, approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners; (b) the Bank has performed a performs all written credit and collateral analysis as required in by paragraph (1)(c) and (d1) of this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriateArticle; and (c) a comparison to the written program adopted pursuant to this Article shows that the Board's ’s formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. . (4) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board Board, or its of the designated committee thereof, shall be maintained in the credit file of the affected borrower. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if anyoperations or liquidation; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding one hundred thousand dollars ($100,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds one hundred thousand dollars ($100,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (6) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basisbasis (in a format similar to Appendix A, attached hereto). (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed one hundred thousand ($100,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding five hundred thousand dollars ($500,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board, or a designated committee, shall conduct a review, on at least a monthly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds five hundred thousand dollars ($500,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; (d) the need to revise the program or take alternative action; and (e) if the aggregate program for criticized assets is effectively reducing criticized asset levels, and, if not, determine what adjustments are necessary to do so. (5) A copy of each individual criticized asset review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly monthly basis in a format similar to Appendix A, attached hereto. (6) A copy of each review of the effectiveness of the aggregate program for criticized assets shall be forwarded to the Assistant Deputy Comptroller on a monthly basis. (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed five hundred thousand ($500,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program that is effective in eliminating the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue require the Bank to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, its workout strategy for each criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and includeasset, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans or securities are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoptioncompletion, a copy of the CARP program shall be submitted forwarded to the ADCAssistant Deputy Comptroller within ten (10) days. The AAPs Any subsequent modifications or additions to the program shall be submitted forwarded to the ADC Assistant Deputy Comptroller within ten (10) days of the modification or addition. (4) The Board, or a designated committee, shall review on a quarterly basis the status of each asset (or portion thereof) rated “special mention” that equals or exceeds two hundred fifty thousand dollars ($250,000.00) and shall review on a monthly basis the status of each asset (or portion thereof) rated “doubtful” or “substandard” that equals or exceeds two hundred fifty thousand dollars ($250,000.00). Status updates for each criticized asset (or portion thereof) that equals or exceeds two hundred fifty thousand dollars ($250,000.00) shall be forwarded to the Assistant Deputy Comptroller on a quarterly basis. The status updates shall follow a format similar to Appendix A, attached hereto. (35) On a quarterly basis, the Board, or a designated committee, shall conduct a written review of the criticized asset program developed pursuant to this Article to determine: (a) management's adherence to the program adopted pursuant to this Article; (b) the status and effectiveness of the written program; and (c) the need to revise the program or take alternative action. (6) A copy of the written review of the criticized asset program shall be forwarded to the Assistant Deputy Comptroller within ten (10) days of completion. (7) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed two hundred fifty thousand dollars ($250,000.00) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower. (9) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to this Article.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within forty-five (45) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "“doubtful," "” substandard," ” or "“special mention." The CARP ” This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's ’s lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding Five Hundred Thousand dollars ($500,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds Five Hundred Thousand dollars ($500,000); (b) management’s adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program to take alternative action. (6) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basisbasis (in a format similar to Appendix A, attached hereto). (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed Five Hundred Thousand ($500,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's ’s formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within ninety (90) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding one hundred thousand dollars ($100,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds one hundred thousand dollars ($100,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (6) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basisbasis in a format similar to Appendix A, attached hereto. (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed one hundred thousand ($100,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis o f criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "“doubtful," "” “substandard," ” or "“special mention." The CARP ” This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's ’s lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations;; and, (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding seven hundred and fifty thousand dollars ($750,000) shall be submitted forwarded to the ADC. The AAPs shall be submitted to the ADC on a quarterly basisAssistant Deputy Comptroller. (34) The Board, or a designated committee, shall conduct a review, on at least a monthly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds seven hundred and fifty thousand dollars ($750,000); (b) management’s adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and, (d) the need to revise the program or take alternative action. (5) A copy of each review shall be forwarded to the Assistant Deputy Comptroller on a quarterly) basis (in a format similar to Appendix A, attached hereto). (6) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds other extensions exceed seven hundred and documents in writing that fifty thousand dollars ($750,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and, (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's ’s formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (7) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the independent appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding fifty thousand dollars ($50,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds fifty thousand dollars ($50,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (6) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basis. (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed fifty thousand dollars ($50,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the followingwith respect to each criticized asset: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised current value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP each criticized asset report for each criticized asset equal to or exceeding one hundred thousand dollars ($100,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller (in a format similar to Appendix A, attached hereto). (4) The AAPs Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds one hundred thousand dollars ($100,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (6) A copy of each review conducted pursuant to paragraph (5) of this Article shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basisbasis (in a format similar to Appendix A, attached hereto). (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed one hundred thousand dollars ($100,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized in the XXX, in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within thirty (30) days, the Board shall adopt revisions to and the Bankadopt, subject to Board review and ongoing monitoringimplement, shall implement and thereafter ensure Bank adherence to a revised written Criticized Asset Reduction Plan (“CARP”) program designed to protect eliminate the Bank’s interest in those basis of criticism of assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent XXXReport of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding two hundred fifty thousand dollars ($250,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a monthly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds two hundred fifty thousand dollars ($250,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (6) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basisbasis in a format similar to Appendix A, attached hereto. (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examinationexamination and whose aggregate loans or other extensions exceed two hundred fifty thousand dollars ($250,000), unless and until the Board, or its designated committee, finds and documents in writing that only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board or its designated committee, committee approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. ‌ (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized in the XXX, in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within thirty (30) days, the Board shall adopt revisions to and the Bankadopt, subject to Board review and ongoing monitoringimplement, shall implement and thereafter ensure Bank adherence to a revised written Criticized Asset Reduction Plan (“CARP”) program designed to protect eliminate the Bank’s interest in those basis of criticism of assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent XXXReport of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding one hundred thousand dollars ($100,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller for review. (4) The AAPs Board shall be submitted ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the ADC program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis. (3) The Bank shall not extend credit, directly or indirectly, including renewals, modifications or extensions, to a borrower whose loans or other extensions of credit are criticized in any XXX, in any internal or external loan review, or in any list provided to management by OCC Examiners during any examination, unless and until the Board, or its designated committee, finds and documents in writing that each of the following conditions is metdetermine: (a) the extension status of additional credit is necessary to promote the best interests of the Bank and each criticized asset or criticized portion thereof that prior to renewing, modifying equals or extending any additional credit, a majority of the full Board, or its designated committee, approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examinersexceeds one hundred thousand dollars ($100,000); (b) management's adherence to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; andArticle; (c) the Board's formal plan status and effectiveness of the written program; and (d) the need to collect revise the program or strengthen the criticized asset will not be compromised by the extension of additional credit. take alternative action. (6) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its designated committee each review shall be maintained in forwarded to the credit file of the affected borrowerAssistant Deputy Comptroller on a quarterly basis.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within sixty (60) days from the date of this Agreement, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation : a. an identification of the following: (a) the origination date and any renewal or extension dates, amount, purpose of the loan, and the originating and current loan officer(s); (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) b. the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (d) c. an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (g) d. the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding one hundred thousand dollars ($100,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article X. (5) The Board, or a designated committee, shall conduct a review, on at least a monthly basis, to determine: a. the status of each criticized asset or criticized portion thereof that equals or exceeds one hundred thousand dollars ($100,000); b. management's adherence to the program adopted pursuant to this Article X; c. the status and effectiveness of the written program; and d. the need to revise the program or take alternative action. (6) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basisbasis in a format similar to Appendix One attached hereto. (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed one hundred thousand ($100,000) only if each of the following conditions is met: (a) a. the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners; (b) the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) b. a comparison to the written program adopted pursuant to this Article shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. c. A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board shall adopt revisions to and the Bank, Bank (subject to Board review and ongoing monitoring, ) shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) program designed to protect the Bank’s 's interest in those assets criticized in the most recent Report of Examination (“XXX”) ), in any subsequent XXX, by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "“doubtful," "” “substandard," ” or "“special mention." ” The CARP program shall continue to include the development of Criticized Asset Action Plans Reports (“AAPsCARs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies ) identifying all credit relationships and other assets totaling in aggregate two one hundred and fifty twenty five thousand dollars ($250,000125,000) or more, criticized as "doubtful," "substandard," or "special mention,." and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to CARs must be updated and submitted to the Board monthlyand the Assistant Deputy Comptroller monthly (in a format similar to Appendix A, attached hereto). Each AAP CAR shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose of the loan, and the originating and current loan officer(s); (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, where applicable, as well as other necessary documentation to support the current collateral valuation; (d) an analysis of current and complete credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 FAS 114 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAPCAR, if any; and (g) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment, including an appropriate exit strategy. (2) Upon adoption, a copy of the CARP shall be submitted to the ADC. The AAPs shall be submitted to the ADC on a quarterly basis. (3) The Bank shall may not extend credit, directly or indirectly, including renewals, modifications extensions, or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in any XXX, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless and until the Board, or its designated committee, finds and documents in writing that each of the following conditions is met: (a) the Board, or a designated committee thereof, finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending, or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC National Bank Examiners; (b) the Bank has performed performs a written credit and collateral analysis as required in by paragraph (1)(c) and (d1)(d) of this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners. (2) Within ninety (90) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners during any examination the National Bank Examiners as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding five hundred thousand dollars ($500,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds five hundred thousand dollars ($500,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (5) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basisbasis (in a format similar to Appendix A, attached hereto). (36) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed five hundred thousand dollars ($500,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (7) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty The Board shall, within ninety (3090) days, the Board shall adopt revisions to and the Bankdevelop, subject to Board review and ongoing monitoringimplement, shall implement and thereafter ensure Bank adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed program to ensure the Bank takes immediate and continuing action to protect the Bank’s its interest in those assets criticized criticized1 by the Board, management, in the most recent any Report of Examination (“XXX”) in any subsequent XXXExamination, by any internal or external loan review, or in any list provided to management by OCC examiners during any examination as "doubtful," "substandard," examiners, or "special mention." The CARP by internal or external loan review. This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following:on each criticized asset relationship equal to or exceeding two hundred thousand dollars ($200,000): (a) a strategy designed to eliminate the origination date and any renewal or extension dates, amount, purpose basis of the loan, and the originating and current loan officer(s)criticism; (b) time frames for specific actions to be taken to accomplish the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment sourceBank’s strategy; (c) the appraised value of supporting collateral and the position an identification of the Bank's lien on such collateral, where applicable, as well as other necessary documentation to support the current collateral valuationexpected sources of repayment; (d) an analysis of the primary and secondary repayment sources. These analyses must be based on current and complete satisfactory credit information, including cash flow analysis where loans obligations are to be repaid from business operations; 1 For purposes of this Article, criticized assets are defined as other real estate owned and commercial loans or relationships that meet the definition of “special mention,” “substandard,” or “doubtful” in the “Rating Credit Risk” booklet of the Comptroller’s Handbook. (e) results a current collateral value and the position of any ASC 310 impairment analysisthe Bank’s lien on such collateral, where applicable; (f) significant developmentsperiodic, including a discussion no less than quarterly, updates on the status of changes since the prior AAPcriticized asset strategy and the Bank’s contact with the borrowers, if anyapplicable; and (g) recognition of any impairment, where applicable, in accordance with ASC 310-10, with results immediately factored into the proposed action to eliminate the basis of criticism and the time frame for its accomplishmentAllowance. (2) Upon adoption, a copy of the CARP workout plan for each criticized asset equal to or exceeding two hundred thousand dollars ($200,000) shall be submitted forwarded to the ADC. The AAPs shall be submitted to the ADC on a quarterly basis. (3) The Board, or a designated committee thereof, shall conduct a review, on at least a quarterly basis, to determine and document in its minutes: (a) the status of each criticized asset workout plan equal to or exceeding two hundred thousand dollars ($200,000); (b) management’s adherence to each plan; and (c) needed revisions to any of the plans. (4) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a commercial borrower whose loans or other extensions of credit are criticized in any XXXby the Board, management, in any internal or external loan reviewReport of Examination, or in any list provided to management by OCC Examiners during examiners in any examinationinternal or external loan review, unless and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed two hundred thousand dollars ($200,000) only if each of the following conditions is met: (a) the Board finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying renewing or extending any additional creditcredit (including the capitalization of interest), a majority of the full Board, or its designated committee, Board approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) problem loan relationship workout plan shows that the Board's formal ’s plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (5) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its designated committee shall be maintained in the credit loan file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent XXX, and any subsequent Report of Examination (“XXX”) in any subsequent XXXExamination, by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination. (2) Within one hundred and twenty (120) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of each problem asset in the XXX, any subsequent Report of Examination, any internal or external loan review, or any list provided to management by the National Bank Examiners during any examination as designated "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal development of written action plans for each criticized borrower with an aggregate outstanding balance of one hundred thousand dollars ($100,000) or extension datesmore or when total exposure on SBA guaranteed loan balance is one hundred thousand dollars ($100,000) or more. At a minimum, amount, purpose these action plans should include those items outlined in the XXX as well as the following: (i) an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (cii) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (diii) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (giv) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (2b) Upon adoption, a copy of the CARP The written action plans outlined in subparagraph 2(a) shall be submitted produced and presented to the ADC. The AAPs shall be submitted to the ADC Board on a quarterly basis. (3) The Board, or a designated committee composed of a quorum of outside directors, shall conduct a review of the written action plans, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds one hundred thousand dollars ($100,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (4) Upon adoption, and quarterly thereafter, a copy of the written action plans for all criticized assets equal to or exceeding one hundred thousand dollars ($100,000) along with the Board’s response shall be forwarded to the Assistant Deputy Comptroller. (5) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed one hundred thousand dollars ($100,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (6) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower. (7) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the plan developed pursuant to this Article.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding one hundred thousand dollars ($100,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis (unless the Assistant Deputy Comptroller directs the Bank in writing to conduct the review on a monthly basis), to determine: (i) the status of each criticized asset or criticized portion thereof that equals or exceeds one hundred thousand dollars ($100,000); (ii) management's adherence to the program adopted pursuant to this Article; (iii) the status and effectiveness of the written program; and (iv) the need to revise the program or take alternative action. (6) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basis. (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed one hundred thousand dollars ($100,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional creditcompromised. A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding two hundred fifty thousand dollars ($250,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds two hundred fifty thousand dollars ($250,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (6) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basisbasis in a format similar to the Appendix attached hereto. (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examinationexamination and whose aggregate loans or other extensions of credit exceed two hundred fifty thousand dollars ($250,000), unless and until the Board, or its designated committee, finds and documents in writing that only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board or its designated committee, committee approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination dated as of September 30, 2009 (“XXX”) ), in any subsequent XXXReport of Examination, by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP shall continue to include Asset Action Plans (“AAPsCriticized Assets”). (2) Within thirty (30) days, except the Board shall adopt individual written workout plans designed to eliminate the basis of criticism of Criticized Assets. The Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships thereafter implement and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted adhere to the Board monthlyworkout plans. Each AAP workout plan shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action actions designed to eliminate the basis of criticism of and protect the time frame Bank’s interest in the assets, including timeframes for its accomplishmentimplementing and evaluating the effectiveness of those actions. (23) Upon adoption, a copy of the CARP workout plans for Criticized Assets equal to or exceeding one hundred thousand dollars ($100,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each Criticized Asset or criticized portion thereof that equals or exceeds one hundred thousand dollars ($100,000); (b) the Bank’s adherence to the workout plans adopted pursuant to this Article; (c) the status and effectiveness of the plans; and (d) the need to revise the plans or take alternative action. (5) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basisbasis (in a format similar to Appendix A, attached hereto). (36) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in any XXX, in any internal Criticized Assets and whose aggregate loans or external loan review, or in any list provided to management by OCC Examiners during any examination, unless and until the Board, or its designated committee, finds and documents in writing that other extensions exceed one hundred thousand dollars ($100,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset Criticized Asset will not be compromised by the extension of additional credit. compromised. (7) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized in the XXX, in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners. (2) Within thirty (30) days, the Board shall adopt revisions to and the Bankadopt, subject to Board review and ongoing monitoringimplement, shall implement and thereafter ensure Bank adherence to a revised written Criticized Asset Reduction Plan (“CARP”) program designed to protect eliminate the Bank’s interest in those basis of criticism of assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent XXXReport of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners during any examination the National Bank Examiners as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding two hundred fifty thousand dollars ($250,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds two hundred fifty thousand dollars ($250,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (5) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basis. (36) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed two hundred fifty thousand ($250,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (7) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within forty five (45) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue include, at a minimum: (a) overall strategy and/or expectation to include Asset Action Plans exit or retain the credit relationship; (“AAPs”), except the Bank shall revise or develop AAPs as needed b) processes to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed belowappropriate time frames for specific actions are clearly identified. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and This should include, at a minimum, analysis necessary actions taken by both borrower and the bank, the full documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose of the loanmaterial deviations from those anticipated actions, and the originating and current loan officer(s); (b) proposed timeframe for the expected primary and secondary sources elimination the basis of repayment, and an analysis of the adequacy of the repayment sourcecriticism; (c) identification of the expected sources of repayment; and, (d) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation;; and (de) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (g) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding fifty thousand dollars ($50,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds fifty thousand dollars ($50,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (5) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basis. (36) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed fifty thousand dollars ($50,000) only if each of the following conditions is are met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (7) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "“doubtful," "” “substandard," ” or "“special mention." The CARP ” This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding one hundred thousand dollars ($100,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds one hundred thousand dollars ($100,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (6) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basis. (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed one hundred thousand dollars ($100,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset assets will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) By September 30, 2000, the Board shall adopt, implement, and use its best efforts to ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations;; and, (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding twenty five thousand dollars ($25,000) shall be submitted preserved in the Bank. (4) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the ADC. program developed pursuant to this Article. (5) The AAPs Board, or a designated committee, shall be submitted to the ADC conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds twenty-five thousand dollars ($25,000); (b) management's adherence to the program adopted pursuant to this Article; the status and effectiveness of the written program; and, (c) the need to revise the program or take alternative action. (36) A copy of each review shall be preserved in the Bank and made available to National Bank Examiners at their request. (7) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC thc National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed twenty-five thousand dollars ($25,000) only ff each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, committee approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and, (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional creditcompromised. A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized1 in the Report of Examination dated “as of” September 30, 2011 (“XXX”), in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the OCC during any examination. 1 The term “criticized” as used in this Article refers to assets rated the equivalent of “doubtful,” “substandard,” or “special mention” as defined in the “Rating Credit Risk” booklet of the Comptroller’s Handbook. (2) Within thirty sixty (3060) days, the Board shall adopt revisions to and the Bankadopt, subject to Board review and ongoing monitoringimplement, shall implement and thereafter ensure Bank adherence to a revised written Criticized Asset Reduction Plan (“CARP”) individual workout plans designed to protect the Bank’s interest in those or eliminate the basis of criticism of assets criticized in the most recent XXX or internally identified by the Bank as criticized as of the effective date of this Agreement. On an ongoing basis, when any asset is criticized in a subsequent Report of Examination (“XXX”) in any subsequent XXXExamination, or by any internal or external loan review, or in any list provided to management by the OCC examiners during any examination as "doubtful," "substandard," or "special mention." The CARP shall continue to include Asset Action Plans (“AAPs”)examination, except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthlyshall adopt, implement, and thereafter ensure Bank adherence to individual workout plans for the criticized asset within sixty (60) days. Each AAP workout plan shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy borrower’s ability to repay the loan based on current and satisfactory credit information, including an appropriate analysis of the guarantors’ current financial position where repayment sourceis dependent in whole or in part on the support of a guarantor; (c) the appraised current value of supporting collateral and the position of the Bank's ’s lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation;; and (d) an analysis of current and complete credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gaction(s) the proposed action Bank plans to take to protect its interest in, or eliminate the basis of criticism of, the asset, including timeframes for implementing and evaluating the time frame for its accomplishmenteffectiveness of those actions. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding two hundred thousand dollars ($200,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board, or a designated committee, shall be submitted to the ADC conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds two hundred thousand dollars ($200,000); (b) management’s adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the plans; and (d) the need to revise the program or take alternative action. (35) The A copy of the reviews conducted pursuant to Paragraph (4) of this Article shall be documented and preserved at the Bank shall not for OCC inspection. (6) Effective immediately, the Bank may extend credit, directly or indirectly, including renewals, modifications or renewals and extensions, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by the OCC Examiners during any examination, unless and until whose aggregate loans or other extensions of credit from the BoardBank exceed two hundred thousand dollars ($200,000), or its designated committee, finds and documents in writing that only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying renewing or extending any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of plans adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's ’s formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (7) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee obtained pursuant to Paragraph (6) of this Article shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within one hundred eighty (180) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding one hundred thousand dollars ($100,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds one hundred thousand dollars ($100,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (6) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basisbasis in a format similar to Appendix A, attached hereto. (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examinationexamination and whose aggregate loans or other extensions exceed one hundred thousand dollars ($100,000), unless and until the Board, or its designated committee, finds and documents in writing that only if each of the following conditions is met: (a) the Board finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, or its designated committee, Board approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within forty-five (45) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP shall continue for all loans equal to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two greater than one-hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below100,000). The AAPs This program shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding one-hundred thousand dollars ($100,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds one-hundred thousand dollars ($100,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (6) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basis. (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed one-hundred thousand ($100,000) only if each of the following conditions is met: (a) the Board finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, or its designated committee, Board approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional creditcompromised. A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent XXXReport of Examination, by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination. (2) Within forty-five (45) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to written workout plans designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, by Bank management, or in any list provided to Bank management by the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP written workout plans shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP workout plans for all criticized assets equal to or exceeding five hundred thousand dollars ($500,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board, or a designated committee, shall conduct a review, on at least a monthly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds five hundred thousand dollars ($500,000); (b) management's adherence to the written workout plan adopted pursuant to this Article; (c) the status and effectiveness of the written workout plan; and (d) the need to revise the written workout plan or take alternative action. (5) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basis. (36) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed five hundred thousand dollars ($500,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (7) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within ninety (90) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "“doubtful," "” “substandard," ” or "“special mention” as defined in the “Rating Credit Risk” booklet of the Comptroller’s Handbook. At a minimum, this program shall require management to: (a) develop, implement, and adhere to a written workout plan for each criticized asset that includes, at a minimum: (i) a description of the basis of criticism for each asset; (ii) an identification of the expected sources of repayment; (iii) the current value of supporting collateral and the position of the Bank’s lien on such collateral where applicable; (iv) an analysis of the sources of repayment using the most current financial information of the borrowers and guarantors; (v) a description of the proposed actions designed to eliminate the basis of criticism of and protect the Bank’s interest in the asset; and (vi) the time frames for implementing and evaluating the effectiveness of those actions. Any workout plan established pursuant to this paragraph shall be completed within one hundred and five (105) days of the effective date of this Agreement or within thirty (30) days of receipt of a subsequent Report of Examination, any internal or external loan review, or any list provided to management by the National Bank Examiners." The CARP shall continue (b) submit a quarterly status report to include Asset Action Plans (“AAPs”), except the Bank shall revise Board or develop AAPs as needed to ensure designated committee on each criticized asset that the CARP identifies all credit relationships and other assets totaling in aggregate equals or exceeds two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted (containing similar information to the Board monthlyitems in Appendix A, attached hereto). Each AAP shall cover an entire credit relationship and include, at At a minimum, analysis and documentation of the followingreport shall contain: (ai) the origination date and any renewal or extension dates, amount, purpose a description of the loan, and action(s) management has taken to implement the originating and current loan officer(s); (bworkout plans adopted pursuant to paragraph 2(a) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, where applicable, as well as other necessary documentation to support the current collateral valuation; (d) an analysis of current and complete credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if anythis Article for these assets; and (gii) a description of any changes in the proposed action to eliminate workout plans since the basis of criticism last report and the time frame reason(s) for its accomplishment. (2) Upon adoption, a copy of the CARP shall be submitted to the ADC. The AAPs shall be submitted to the ADC on a quarterly basisthose changes. (3) Within thirty (30) days of receiving the quarterly status report prepared pursuant to paragraph 2(b) of this Article, the Board or designated committee shall evaluate in writing the information in the status report for adherence to the Bank’s criticized asset program. (4) Each quarter, the Bank shall submit to the Assistant Deputy Comptroller a copy of the workout plan for each criticized asset that equals or exceeds two hundred and fifty thousand dollars ($250,000), the most recent quarterly status report prepared pursuant to paragraph (2)(b) of this Article, and the most recent written evaluation prepared pursuant to paragraph (3) of this Article. (5) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications modifications, or extensions, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds other extensions equal or exceed two hundred thousand and documents in writing that fifty dollars ($250,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying modifying, or extending any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. ; and (b) a comparison to the workout plan adopted pursuant to this Article shows that the plan to eliminate the basis of criticism will not be compromised. (6) A copy of the findings and approval of the Board or of the designated committee and comparison under paragraph (5) of this Article shall be maintained in the credit file of the affected borrower and made available a central file for review by OCC Examiners; (b) the Bank has performed a written credit examiners, auditors, and collateral analysis as required in paragraph (1)(c) and (d) of this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) the Board's formal plan to collect other parties employed by or strengthen the criticized asset will not be compromised by the extension of additional credit. A copy of the findings, including why such extension is necessary to promote the best interests of affiliated with the Bank, and approval of the Board or its designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs “weak pass.” This program shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (2e) provide training with the emphasis on accurate and timely loan risk ratings to the applicable lending staff. (3) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding two hundred and fifty thousand dollars ($250,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board, or a designated committee, shall be submitted to the ADC conduct a review, on at least a quarterly basis. (3) The Bank shall not extend credit, directly or indirectly, including renewals, modifications or extensions, to a borrower whose loans or other extensions of credit are criticized in any XXX, in any internal or external loan review, or in any list provided to management by OCC Examiners during any examination, unless and until the Board, or its designated committee, finds and documents in writing that each of the following conditions is metdetermine: (a) the extension status of additional credit is necessary to promote the best interests of the Bank each criticized asset or criticized portion thereof that equals or exceeds two hundred and that prior to renewing, modifying or extending any additional credit, a majority of the full Board, or its designated committee, approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examinersfifty thousand dollars ($250,000); (b) management's adherence to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; andArticle; (c) the Board's formal plan status and effectiveness of the written program; and the need to collect revise the program or strengthen the criticized asset will not be compromised by the extension of additional credit. take alternative action. (5) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its designated committee each review shall be maintained in forwarded to the credit file of the affected borrowerAssistant Deputy Comptroller on a quarterly basis.

CRITICIZED ASSETS. (1) Within thirty (30) days, the The Board shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding fifty thousand dollars ($50,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board shall be submitted ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the ADC program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds fifty thousand dollars ($50,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (36) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed fifty thousand ($50,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (7) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding two hundred thousand dollars ($200,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds two hundred thousand dollars ($200,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (6) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basisbasis (in a format similar to Appendix A, attached hereto). (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed two hundred thousand ($200,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination dated as of September 30, 2009 (“XXX”) ), in any subsequent XXXReport of Examination, by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP shall continue to include Asset Action Plans (“AAPsCriticized Assets”). (2) Within thirty (30) days, except the Board shall adopt individual written workouts plans designed to eliminate the basis of criticism of Criticized Assets. The Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships thereafter implement and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted adhere to the Board monthlyworkout plans. Each AAP workout plan shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's ’s lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action actions designed to eliminate the basis of criticism of and protect the time frame Bank’s interest in the assets, including timeframes for its accomplishmentimplementing and evaluating the effectiveness of those actions. (23) Upon adoption, a copy of the CARP workout plans for Criticized Assets equal to or exceeding one hundred thousand dollars ($100,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each Criticized Asset or criticized portion thereof that equals or exceeds one hundred thousand dollars ($100,000); (b) the Bank’s adherence to the workout plans adopted pursuant to this Article; (c) the status and effectiveness of the plans; and (d) the need to revise the plans or take alternative action. (5) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basisbasis (in a format similar to Appendix A, attached hereto). (36) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in any XXX, in any internal Criticized Assets and whose aggregate loans or external loan review, or in any list provided to management by OCC Examiners during any examination, unless and until the Board, or its designated committee, finds and documents in writing that other extensions exceed one hundred thousand dollars ($1,00,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. ; and (b) a comparison to the written program adopted pursuant to this Article shows that the Board’s formal plan to collect or strengthen the Criticized Asset will not be compromised. (7) A copy of the findings and approval of the Board or of the designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners; (b) the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed take timely action to protect the Bank’s its interest in those assets criticized (those listed as "special mention," "substandard," or "doubtful") in the most recent Report of Examination (“XXX”) , in any subsequent XXX, by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mentionexamination." (2) The CARP Board shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed implement its action plans to ensure that Bank adherence to a written program designed to reduce the CARP identifies all credit relationships Bank's criticized assets and other eliminate the basis of criticism of assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) the XXX, in any subsequent XXX or moreOCC correspondence, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed belowby any internal or external loan review. The AAPs This program shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) aggregate reporting of criticized asset levels by type to the origination date and any renewal Board or extension dates, amount, purpose of the loan, and the originating and current loan officer(s)a designated committee thereof every month; (b) specific plans for the expected primary and secondary sources reduction of repayment, and an analysis of the adequacy of the repayment sourcecriticized assets by asset type with target reductions by month; (c) an identification of the appraised value expected sources of repayment; (d) a current appraisal or evaluation as appropriate of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (de) an analysis of current and complete credit information, including cash flow analysis where loans are to be repaid from operations; (ef) results of any ASC 310 impairment analysisthe appropriate loan history and related debt information; (fg) significant developments, including a discussion of changes since the prior AAP, if anyappropriate support for the loan grade; and (gh) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoptionThe Board, or a copy of the CARP designated committee, shall be submitted to the ADC. The AAPs shall be submitted to the ADC conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds seven hundred and fifty thousand dollars ($750,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (34) The Bank shall may not extend credit, directly or indirectly, including renewals, modifications renewals or extensions, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent XXX or OCC correspondence, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examinationexamination and whose aggregate loans or other extensions exceed seven hundred and fifty thousand dollars ($750,000), unless and until the Board, or its designated committee, finds and documents Board certifies in writing that each of the following conditions is met: (a) the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying or extending any additional credit, a majority of the full Board, or its designated committee, approves the credit extension and records, in writing, why such extension renewal is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners; (b) the Bank Board has performed a written credit and collateral analysis as required in paragraph (1)(cdocumented the reason(s) and (d) that the extension or renewal is necessary to promote the best interests of this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriateBank; and (c) the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (5) A copy of the findings, including why such extension is necessary to promote the best interests written certification required by Paragraph (4) of the Bank, and approval of the Board or its designated committee this Article shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP program shall continue to include the development of Criticized Asset Action Plans Reports (“AAPsCARs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies ) for all credit relationships and other assets totaling totaling, in aggregate two aggregate, three hundred and fifty thousand dollars ($250,000350 thousand) dollars or more, more that are criticized as "“doubtful," "” “substandard," ” or "“special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. .” Each AAP CAR shall cover an entire credit relationship and include, at a minimum, an analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose of the loan, and the originating and current loan officer(s); (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment sourcesource(s); (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, where applicable, as well as other necessary documentation to support the current collateral valuation; (d) an analysis of current and complete credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 FAS 114 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if anyreport; and (g) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment, including an appropriate exit strategy. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding three hundred fifty thousand ($350 thousand) dollars shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board, or a designated committee, shall conduct a review, on at least a monthly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds three hundred fifty thousand ($350 thousand) dollars; (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (5) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basis. (36) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed three hundred fifty thousand ($350 thousand) dollars only if each of the following conditions is are met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) that shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (7) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of from the Board or its designated committee committee, as established in paragraph (6) of this Article, shall be maintained in the credit file of the affected borrower. (8) The Board shall develop and implement a written strategy designed to ensure that the bank’s level of Other Real Estate Owned (“OREO”) is reduced. (9) Upon adoption, the Board shall submit a copy of the plans to the Assistant Deputy Comptroller. (10) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the programs developed pursuant to this Article.

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized in the XXX, in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within thirty (30) days, the Board shall adopt revisions to and the Bankadopt, subject to Board review and ongoing monitoringimplement, shall implement and thereafter ensure Bank adherence to a revised written Criticized Asset Reduction Plan (“CARP”) program designed to protect eliminate the Bank’s interest in those basis of criticism of assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent XXXReport of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding twenty-five thousand dollars ($ 25,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a monthly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds twenty-five thousand dollars ($ 25,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (6) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basisbasis (in a format similar to Appendix A attached hereto). (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed twenty-five thousand dollars ($ 25,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. ‌ (1) The Branch shall take immediate and continuing action to protect its interest in those assets criticized in the XXX, in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination or supervisory review. (2) Within thirty (30) days, the Board General Manager shall adopt revisions to and the Bankadopt, subject to Board review and ongoing monitoringimplement, shall implement and thereafter ensure Branch adherence to a revised written Criticized Asset Reduction Plan (“CARP”) program designed to protect eliminate the Bank’s interest in those basis of criticism of assets criticized in the most recent Report of Examination (“XXX”) . For each asset criticized in any subsequent XXXReport of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination or supervisory review, as "doubtful," "substandard," or "special mention." The CARP shall continue the General Manager shall, within sixty (60) days of such criticism for Syndicated Loans and thirty (30) days of such criticism for all other loans, adopt, implement, and thereafter ensure Branch adherence to include Asset Action Plans (“AAPs”), except a written program designed to eliminate the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthlybasis of criticism. Each AAP shall cover an entire credit relationship and includeprogram shall, at a minimum, analysis and documentation of the followinginclude: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and and, where applicable, the position of the Bank's lien on such collateral, where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding two hundred and fifty thousand dollars ($250,000) shall be submitted forwarded to the ADC. The AAPs shall be submitted to the ADC on a quarterly basisDirector. (34) The Bank General Manager shall not ensure that the Branch has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The General Manager, or a designated committee, shall conduct a review, on at least a monthly basis, to determine: (a) the status of each criticized asset, or criticized portion thereof, that equals or exceeds two hundred and fifty thousand dollars ($250,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (6) A copy of each review shall be forwarded to the Director and the Portfolio Manager on a monthly basis (in a format similar to Appendix A, attached hereto). (7) The Branch may only extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination or supervisory review and until the Board, whose aggregate loans or its designated committee, finds other extensions exceed two hundred and documents in writing that fifty thousand dollars ($250,000) if each of the following conditions is are met: (a) The General Manager or designated committee: (i) finds that the extension of additional credit is necessary to promote the best interests of the Bank Branch; (ii) compares the extension of additional credit to the written program adopted pursuant to this Article and determines that prior the Branch’s formal plan to renewing, modifying collect or extending any additional credit, a majority of strengthen the full Board, or its designated committee, approves the credit extension and criticized asset will not be compromised; and (iii) records, ; in writing, why such extension is necessary to promote the best interests of the Bank. Branch. (b) A copy of the findings and approval of the Board General Manager or of the designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners; (b) the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized in the XXX, in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within thirty (30) days, the Board shall adopt revisions to and the Bankadopt, subject to Board review and ongoing monitoringimplement, shall implement and thereafter ensure Bank adherence to a revised written Criticized Asset Reduction Plan (“CARP”) program designed to protect eliminate the Bank’s interest in those basis of criticism of assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent XXXReport of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding one hundred thousand dollars ($100,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds one hundred thousand dollars ($100,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (6) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basisbasis (in a format similar to Appendix A, attached hereto). (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed one hundred thousand ($100,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent XXX, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within one hundred twenty (120) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to individual workout plans designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent XXX, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP workout plan shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised current value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including a global cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if anyborrower’s repayment ability; and (gd) the proposed action primary and secondary actions to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP workout plans for all criticized assets equal to or exceeding one hundred thousand dollars ($100,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds one hundred thousand dollars ($100,000); (b) management's adherence to the workout plans adopted pursuant to this Article; (c) the status and effectiveness of the plans; and (d) the need to revise the plans or take alternative action. (5) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basis. (36) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any subsequent XXX, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed one hundred thousand dollars ($100,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of plans adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (7) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the Comptroller’s Examiners during any examination. (2) Within ninety (90) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the Comptroller’s Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose identification of the loan, and root cause of the originating and current loan officer(s)basis of criticism; (b) identification of the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (d) an analysis of the appropriateness of accrual status; (e) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (g) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment; (g) a decision on whether to retain and rehabilitate the credit or remove it from the bank, including consideration of alternative courses of actions such as loan modifications, restructurings, foreclosures, or auctions; (h) implementation of formal, written workout plans for each commercial lending relationship and other real estate owned (OREO) properties in excess of one hundred and fifty thousand dollars ($150,000). The workout plans shall be updated on a quarterly basis; and (i) implementation of a formal written criticized asset reduction plan, in conjunction with the loan workout plans, that establishes goals for the reduction of criticized assets expressed in dollar terms and measured as a percentage of Tier One Capital plus Allowance for Loan and Lease Losses (ALLL), and includes rolling target dates of three, six, and nine month interval periods. (23) Upon adoption, a copy of the CARP program shall be submitted forwarded to the ADC. The AAPs shall be submitted to the ADC on a quarterly basisAssistant Deputy Comptroller. (34) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the Comptroller’s Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed one hundred fifty thousand dollars ($150,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (6) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized in the XXX, in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners or Federal Thrift Regulators during any examination. (2) Within thirty sixty (3060) daysdays from the date of this Agreement, the Board shall adopt revisions to and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure Bank implementation and adherence to a revised written Criticized Asset Reduction Plan (“CARP”) individual workout plans designed to protect the Bank’s interest in those or eliminate the basis of criticism of assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent XXXReport of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners or Federal Thrift Regulators during any examination as "doubtful," "substandard," or "special mention." The CARP Each workout plan shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised current value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including a global cash flow analysis of the guarantor’s repayment ability where loans are to be repaid from operationsrepayment is dependent in whole or in part on any guarantor; (ed) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (g) the proposed action actions designed to eliminate the basis of criticism of or protect the Bank’s interest in the asset, including timeframes for implementing and evaluating the time frame for its accomplishmenteffectiveness of those actions; and (e) the current risk rating and accrual status. (23) Upon initial adoption, a copy of the CARP workout plans for all criticized assets equal to or exceeding two hundred thousand dollars ($200,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board, or a designated committee, shall be submitted to the ADC conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds two hundred thousand dollars ($200,000); (b) management's adherence to the workout plans adopted pursuant to this Article; (c) the status and effectiveness of the workout plans; and (d) the need to revise the workout plans or take alternative action. (35) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications renewals or extensions, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners or Federal Thrift Regulators during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed five hundred thousand dollars ($500,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of workout plan adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (6) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within ninety (90) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written plan (“Workout Plan”) designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "“doubtful," "” “substandard," ” or "“special mention." The CARP shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise ” with balances that equal or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate exceed two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below). The AAPs This Workout Plan shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised current value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP each Workout Plan shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board, or a designated committee, shall conduct a review, on at least a monthly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds two hundred and fifty thousand dollars ($250,000); (b) management's adherence to the Workout Plan adopted pursuant to this Article; (c) the status and effectiveness of the Workout Plan; and (d) the need to revise the program or take alternative action. (5) A copy of the monthly reviews shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basis. (36) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds other extensions equal or exceed two hundred and documents in writing that fifty thousand dollars ($250,000) only if each of the following conditions is met: (a) the Board (or a delegated committee thereof) finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, a delegated committee thereof) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of this Article and, if necessary, Workout Plan shows that the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (7) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its designated committee approval required by paragraph (6)(a) of this Article shall be maintained in the credit file of the affected borrowerborrower(s) and a centralized file for review by the Board, senior management, loan review and other examiners. (8) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure compliance with this Article.

CRITICIZED ASSETS. (1) The Bank shall take prompt and continuing action to protect its interest in those assets criticized by the Comptroller, by internal or external loan review, or in any list subsequently provided to management by the Comptroller during any review. (2) Within thirty (30) days, the Board shall adopt revisions to and ensure that the Bank’s Problem Loan Report is enhanced to provide specific reasons to support the loan grade, subject to detailed action plans that include time frames and goals, and triggers for potential risk rating upgrades and downgrades. (3) Within thirty (30) days, the Board review and ongoing monitoringshall adopt, shall implement implement, and thereafter ensure Bank adherence to a revised written Criticized Asset Reduction Plan (“CARP”) program designed to protect eliminate the Bank’s interest in those basis of criticism of assets criticized in by the most recent Report of Examination (“XXX”) in any subsequent XXXComptroller, or by any internal or external loan review, or in any list subsequently provided to management by OCC examiners the Comptroller during any examination review, as "“doubtful," "” “substandard," ” or "“special mention." The CARP ” This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (24) Upon adoptionThe Board, or a copy of the CARP designated committee, shall be submitted to the ADC. The AAPs shall be submitted to the ADC conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds five hundred thousand dollars ($500,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (35) A copy of each review shall be forwarded to the Assistant Deputy Comptroller. (6) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in any XXXby the Comptroller, in any internal or external loan review, or in any list subsequently provided to management by OCC Examiners the Comptroller during any examinationreview, unless and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed five hundred thousand dollars ($500,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (7) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within forty-five (45) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding fifty thousand dollars ($50,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a monthly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds fifty thousand dollars ($50,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (6) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basisbasis in a format similar to Appendix A, attached hereto. (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed fifty thousand dollars ($50,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. ‌ (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent XXX, and any subsequent Report of Examination (“XXX”) in any subsequent XXXExamination, by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination. (2) Within one hundred and twenty (120) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of each problem asset in the XXX, any subsequent Report of Examination, any internal or external loan review, or any list provided to management by the National Bank Examiners during any examination as designated "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal development of written action plans for each criticized borrower with an aggregate outstanding balance of one hundred thousand dollars ($100,000) or extension datesmore or when total exposure on SBA guaranteed loan balance is one hundred thousand dollars ($100,000) or more. At a minimum, amount, purpose these action plans should include those items outlined in the XXX as well as the following: (i) an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (cii) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (diii) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (giv) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (2b) Upon adoption, a copy of the CARP The written action plans outlined in subparagraph 2(a) shall be submitted produced and presented to the ADC. The AAPs shall be submitted to the ADC Board on a quarterly basis. (3) The Board, or a designated committee composed of a quorum of outside directors, shall conduct a review of the written action plans, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds one hundred thousand dollars ($100,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (4) Upon adoption, and quarterly thereafter, a copy of the written action plans for all criticized assets equal to or exceeding one hundred thousand dollars ($100,000) along with the Board’s response shall be forwarded to the Assistant Deputy Comptroller. (5) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed one hundred thousand dollars ($100,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (6) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower. (7) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the plan developed pursuant to this Article.

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized in the XXX, in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within thirty (30) days, the Board shall adopt revisions to and the Bankadopt, subject to Board review and ongoing monitoringimplement, shall implement and thereafter ensure Bank adherence to a revised written Criticized Asset Reduction Plan (“CARP”) program designed to protect eliminate the Bank’s interest in those basis of criticism of assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent XXXReport of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding two hundred fifty thousand dollars ($250,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board shall be submitted ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the ADC program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds two hundred fifty thousand dollars ($250,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (36) A copy of each review shall be forwarded to the Assistant Deputy Comptroller on a quarterly) basis (in a format similar to Appendix A, attached hereto). (7) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed one hundred thousand dollars ($100,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional creditcompromised. A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within sixty (60) days from the effective date of the Agreement, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program that is effective in eliminating the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP (that have not been previously collected or charged off). This program shall continue require the Bank to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, its workout strategy for each criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and includeasset, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans or securities are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program shall be submitted forwarded to the ADCAssistant Deputy Comptroller within ten (10) days. The AAPs Any subsequent modifications or additions to the program shall be submitted forwarded to the ADC Assistant Deputy Comptroller with ten (10) days of the modification or addition. (4) While this Agreement remains in effect, the Board, or a designated committee, shall review on a quarterly basis the status of each criticized asset or criticized portion thereof that equals or exceeds seven hundred and fifty thousand dollars ($750,000.00). Status updates for each criticized asset (or portion thereof) that equals or exceeds seven hundred and fifty thousand dollars ($750,000.00) shall be forwarded to the Assistant Deputy Comptroller on a quarterly basis. The status updates shall follow a format similar to Appendix A, attached hereto. (35) The While this Agreement remains in effect, on a quarterly basis, the Board, or a designated committee, shall conduct a written review of the criticized asset program developed pursuant to this Article to determine: (a) management's adherence to the program adopted pursuant to this Article; (b) the status and effectiveness of the written program; and (c) the need to revise the program or take alternative action. (6) A copy of the written review of the criticized asset program shall be forwarded to the Assistant Deputy Comptroller within ten (10) days of quarter end. (7) While this Agreement remains in effect, the Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds other extensions exceed seven hundred and documents in writing that fifty thousand dollars ($750,000.00) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower. (9) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to this Article.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within one hundred and twenty (120) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "“doubtful," "” “substandard," ” or "“special mention." The CARP ” This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's ’s lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding five hundred thousand dollars ($500,000.00) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (4) The AAPs Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds five hundred thousand dollars ($500,000.00); (b) management’s adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (5) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basisbasis (in a format similar to Appendix A, attached hereto). (36) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed five hundred thousand dollars ($500,000.00) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's ’s formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (7) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower. (8) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article.

CRITICIZED ASSETS. (1) Within thirty The Bank shall take immediate and continuing action to protect its interest in those assets criticized in the XXX, in any subsequent Report of Examination, by the Bank, by internal or external loan review, or in any list provided to management by the OCC during any examination. The term “criticized” as used in this Article refers to assets rated the equivalent of “doubtful,” “substandard,” or “special mention” as defined in the “Rating Credit Risk” booklet of the Comptroller’s Handbook. (302) daysOn or before March 31, 2016, the Board shall adopt revisions to and the Bankadopt, subject to Board review and ongoing monitoringimplement, shall implement and thereafter ensure Bank adherence to a revised written Criticized Asset Reduction Plan (“CARP”) individual workout plans designed to protect the Bank’s interest in those or eliminate the basis of criticism of assets criticized in the most recent XXX or internally identified by the Bank as criticized as of the effective date of this Agreement. (3) On an ongoing basis, when any asset is criticized in a subsequent Report of Examination (“XXX”) in any subsequent XXXExamination, by the Bank, by any internal or external loan review, or in any list provided to management by the OCC examiners during any examination as "doubtful," "substandard," or "special mention." The CARP shall continue to include Asset Action Plans (“AAPs”)examination, except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthlyshall adopt, implement, and thereafter ensure Bank adherence to individual workout plans for the criticized asset within thirty (30) days. Each AAP workout plan required by this Article shall cover an entire credit relationship and include, at a minimum, analysis and documentation : (a) an identification of the followingexpected sources of repayment; (b) an analysis of the borrower’s ability to repay the loan based on current and satisfactory credit information, including an appropriate analysis of the guarantor’s current financial position where repayment is dependent in whole or in part on the support of a guarantor; (c) an expanded collateral analysis section to support loan impairment analyses used for the ALLL assessment, the current value of supporting collateral, the condition of the collateral, and the position of the Bank’s lien on such collateral; and (d) information on tenants and occupancy rates, if the collateral is income- producing real estate; (e) a history of the credit’s changes in terms, restructurings or modifications, including a determination of whether or not the credit qualifies as a Troubled Debt Restructuring; and (f) action(s) the Bank plans to take to protect its interest in, or eliminate the basis of criticism of, the asset, including timeframes for implementing and evaluating the effectiveness of those actions. (4) The Board, or a designated committee, shall review each workout plan on at least a quarterly basis to determine: (a) the origination date status of each criticized asset (including loan relationships and any renewal Other Real Estate Owned (“OREO”)), or extension datescriticized portion thereof, amount, purpose of the loan, and the originating and current loan officer(sthat equals or exceeds one hundred thousand dollars ($100,000); (b) the expected primary and secondary sources of repayment, and an analysis of Bank’s adherence to the adequacy of the repayment sourceworkout plans adopted pursuant to this Article; (c) the appraised value of supporting collateral status and the position effectiveness of the Bank's lien on such collateral, where applicable, as well as other necessary documentation to support the current collateral valuation;plans; and (d) an analysis of current and complete credit information, including cash flow analysis where loans are the need to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since revise the prior AAP, if any; and (g) the proposed action to eliminate the basis of criticism and the time frame for its accomplishmentplans or take alternative action. (2) Upon adoption, a copy of the CARP shall be submitted to the ADC. The AAPs shall be submitted to the ADC on a quarterly basis. (3) The Bank shall not extend credit, directly or indirectly, including renewals, modifications or extensions, to a borrower whose loans or other extensions of credit are criticized in any XXX, in any internal or external loan review, or in any list provided to management by OCC Examiners during any examination, unless and until the Board, or its designated committee, finds and documents in writing that each of the following conditions is met: (a) the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying or extending any additional credit, a majority of the full Board, or its designated committee, approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners; (b) the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent XXXReport of Examination, by any internal or external loan review, or in any list provided to management by OCC examiners during the National Bank Examiners, or by internal or external loan review. (2) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to individual written workout plans designed to eliminate the basis of criticism of assets criticized in the XXX, in any examination subsequent Report of Examination, in any list provided to management by the National Bank Examiners, or by any internal or external loan review as "doubtful," "substandard," or "special mention." The CARP workout plans shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised current value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action action(s) to eliminate the basis of criticism and the time frame for its accomplishmentby which the action(s) will be taken. (23) A copy of the workout plan adopted pursuant to this Article shall be maintained in the file of the affected borrower. (4) Upon adoption, a copy of the CARP workout plans for all criticized assets equal to or exceeding one hundred thousand dollars ($100,000) shall be submitted forwarded to the ADC. Assistant Deputy Comptroller. (5) The AAPs Board, or a designated committee, shall conduct a review, on at least a quarterly basis, of the workout plans for all criticized asset or criticized portion thereof that equals or exceeds on hundred thousand dollars ($100,000), to determine: (a) the status of each criticized asset or criticized portion thereof; (b) management's adherence to the workout plan adopted pursuant to this Article; (c) the status and effectiveness of the workout plan; and (d) the need to revise the workout plan or take alternative action. (6) A copy of each review shall be submitted forwarded to the ADC Assistant Deputy Comptroller on a quarterly basisbasis (in a format similar to Appendix A, attached hereto). (37) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in any the XXX, in any internal or external loan reviewsubsequent Report of Examination, or in any list provided to management by OCC Examiners during any examination, unless and until the BoardNational Bank Examiners, or its designated committee, finds in any internal or external loan review and documents in writing that whose aggregate loans or other extensions exceed one hundred thousand dollars ($100,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of workout plan adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent XXX, in any subsequent Report of Examination, by internal or external loan review, in any list provided to management by the National Bank Examiners during any examination or in any report prepared by the bank. (2) Within sixty (60) days, the Board shall review and revise as necessary, and thereafter ensure Bank adherence to its written program designed to eliminate the basis of criticism of assets criticized in bank reports, the Report of Examination (“"XXX”) "), in any subsequent XXX, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination rated as "doubtful," "substandard," or "special mention." ” The CARP program shall continue to include the development of Criticized Asset Action Plans Reports (“AAPsCARs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies ) for all credit relationships and other assets totaling totaling, in aggregate two aggregate, five hundred and fifty thousand dollars ($250,000500,000) or more, more that are criticized as "“doubtful," "” “substandard," ” or "“special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. .” Each AAP CAR shall cover an entire credit relationship and include, at a minimum, an analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose of the loanloan or other asset, and the originating and current loan handling officer(s); (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment sourcesources; (c) the appraised value of supporting collateral and the position of the Bank's ’s lien on such collateral, where applicable, as well as other necessary documentation to support the current collateral valuation; (d) an analysis of current and complete credit information, including global cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAPCAR, if any; and (g) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment, including an appropriate exit strategy. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding five hundred thousand dollars ($500,000) shall be submitted forwarded to the ADC. The AAPs shall be submitted to the ADC Assistant Deputy Comptroller on a quarterly basis. (34) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any subsequent XXX, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed five hundred thousand dollars ($500,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (5) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) Within thirty (30) days, the Board The Bank shall adopt revisions to take immediate and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to a revised written Criticized Asset Reduction Plan (“CARP”) designed continuing action to protect the Bank’s its interest in those assets criticized in the most recent Report of Examination (“XXX”) , in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the XXX, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by OCC examiners the National Bank Examiners during any examination as "doubtful," "substandard," or "special mention." The CARP This program shall continue to include Asset Action Plans (“AAPs”), except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthly. Each AAP shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy of the repayment source; (c) the appraised value of supporting collateral and the position of the Bank's lien on such collateral, collateral where applicable, as well as other necessary documentation to support the current collateral valuation; (dc) an analysis of current and complete satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gd) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. (23) Upon adoption, a copy of the CARP program for all criticized assets equal to or exceeding one hundred thousand dollars ($100,000) shall be submitted forwarded to the ADC. The AAPs shall be submitted to the ADC on a quarterly basisAssistant Deputy Comptroller. (34) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a monthly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds fifty thousand dollars ($50,000); (b) management's adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (6) A copy of each review shall be forwarded to the Assistant Deputy Comptroller on a monthly basis (in a format similar to Appendix A attached hereto). (7) The Bank shall not may extend credit, directly or indirectly, including renewals, modifications extensions or extensionscapitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by OCC the National Bank Examiners during any examination, unless examination and until the Board, whose aggregate loans or its designated committee, finds and documents in writing that other extensions exceed twenty five thousand dollars ($25,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying extending or extending capitalizing any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of program adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (8) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee shall be maintained in the credit file of the affected borrower.

CRITICIZED ASSETS. (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized¹ in the Report of Examination dated May 7, 2012 (“XXX”), in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the OCC during any examination. (2) Within thirty ninety (3090) days, the Board shall adopt revisions to and the Bankadopt, subject to Board review and ongoing monitoringimplement, shall implement and thereafter ensure Bank adherence to a revised written Criticized Asset Reduction Plan (“CARP”) individual workout plans designed to protect the Bank’s interest in those or eliminate the basis of criticism of assets criticized in the most recent XXX or internally identified by the Bank as criticized as of the effective date of this Formal Agreement. On an ongoing basis, when any asset is criticized in a subsequent Report of Examination (“XXX”) in any subsequent XXXExamination, or by any internal or external loan review, or in any list provided to management by the OCC examiners during any examination as "doubtful," "substandard," or "special mention." The CARP shall continue to include Asset Action Plans (“AAPs”)examination, except the Bank shall revise or develop AAPs as needed to ensure that the CARP identifies all credit relationships and other assets totaling in aggregate two hundred and fifty thousand dollars ($250,000) or more, criticized as "doubtful," "substandard," or "special mention," and that each AAP otherwise meets the requirements listed below. The AAPs shall continue to be updated and submitted to the Board monthlyshall adopt, implement, and thereafter ensure Bank adherence to individual workout plans for the criticized asset within ninety (90) days. Each AAP workout plan shall cover an entire credit relationship and include, at a minimum, analysis and documentation of the following: (a) the origination date and any renewal or extension dates, amount, purpose an identification of the loan, and the originating and current loan officer(s)expected sources of repayment; (b) the expected primary and secondary sources of repayment, and an analysis of the adequacy borrower’s ability to repay the loan based on current and satisfactory credit information, including an appropriate analysis of the guarantors’ current financial position where repayment sourceis dependent in whole or in part on the support of a guarantor; (c) the appraised current value of supporting collateral and the position of the Bank's ’s lien on such collateral, collateral where applicable, ; and ¹ The term “criticized” as well used in this Article refers to assets rated the equivalent of “doubtful,” “substandard,” or “special mention” as other necessary documentation to support defined in the current collateral valuation;“Rating Credit Risk” booklet of the Comptroller's Handbook. (d) an analysis of current and complete credit information, including cash flow analysis where loans are to be repaid from operations; (e) results of any ASC 310 impairment analysis; (f) significant developments, including a discussion of changes since the prior AAP, if any; and (gaction(s) the proposed action Bank plans to take to protect its interest in, or eliminate the basis of criticism of, the asset, including timeframes for implementing and evaluating the time frame for its accomplishment. (2) Upon adoption, a copy effectiveness of the CARP shall be submitted to the ADC. The AAPs shall be submitted to the ADC on a quarterly basisthose actions. (3) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds five hundred thousand dollars ($500,000); (b) management’s adherence to the workout plans adopted pursuant to this Article; (c) the status and effectiveness of the plans; and (d) the need to revise the plans or take alternative action. (4) A copy of each review conducted pursuant to Paragraph (3) of this Article shall be retained at the bank and be available for OCC inspection upon request. (5) Effective immediately, the Bank shall not may extend credit, directly or indirectly, including renewals, modifications or renewals and extensions, to a borrower whose loans or other extensions of credit are criticized in the XXX, in any XXXsubsequent Report of Examination, in any internal or external loan review, or in any list provided to management by the OCC Examiners during any examination, unless and until whose aggregate loans or other extensions of credit from the BoardBank exceed five hundred thousand dollars ($500,000), or its designated committee, finds and documents in writing that only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior to renewing, modifying renewing or extending any additional credit, a majority of the full Board, Board (or its designated committee, ) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank. A copy of the findings and approval of the Board or designated committee shall be maintained in the credit file of the affected borrower and made available for review by OCC Examiners;; and (b) a comparison to the Bank has performed a written credit and collateral analysis as required in paragraph (1)(c) and (d) of plans adopted pursuant to this Article and, if necessary, the proposed action referred to in paragraph (1)(g) of this Article is revised, as appropriate; and (c) shows that the Board's ’s formal plan to collect or strengthen the criticized asset will not be compromised by the extension of additional credit. compromised. (6) A copy of the findings, including why such extension is necessary to promote the best interests of the Bank, and approval of the Board or its of the designated committee committee, obtained pursuant to Paragraph (5) of this Article, shall be maintained in the credit file of the affected borrower.