Common use of STRATEGIC PLAN Clause in Contracts

STRATEGIC PLAN. (1) Within one hundred and twenty (120) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (k) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one one-hundred and twenty (120) daysdays of the date of this Agreement, the Board shall adopt, implement, submit to the Assistant Deputy Comptroller for review and thereafter ensure Bank adherence to a prior written determination of no supervisory objection an acceptable written strategic plan for the Bank Bank, covering at least a three-year periodperiod (“Strategic Plan”). The strategic plan Strategic Plan shall establish objectives for the Bank's ’s overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital and liquidity adequacy, reduction in the volume of nonperforming assets, and product line development development, and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives andobjectives, and shall, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over accomplished, including key financial indicators, risk tolerances, and realistic strategies to improve the short overall condition of the Bank; (c) a risk profile that evaluates credit, interest rate, liquidity, price, operational, compliance, strategic, and long termreputation risks in relationship to capital; (d) an identification assessment of the Bank’s present strengths, weaknesses, opportunities and future product lines (assets and liabilities) threats that will be utilized to accomplish the impact its strategic goals and objectives established in (1)(c) of this Articleobjectives; (e) an evaluation of the Bank's ’s internal operations, staffing requirements, board and management information systems and policies systems, policies, and procedures for their adequacy and contribution to the accomplishment of the strategic goals and objectives developed under paragraph (1)(c1)(b) of this Article; (f) a management employment and succession program plan designed to promote the retention adequate staffing and continuity of capable management; (g) product line development a realistic and market segments comprehensive budget that corresponds to the Bank intends to promote or developStrategic Plan’s goals and objectives; (h) an action plan to improve bank and sustain the Bank’s earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major significant balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic planStrategic Plan; (j) control a detailed description and assessment of major capital expenditures required to achieve the goals and objectives of the Strategic Plan; (k) an identification and prioritization of initiatives and opportunities, including timeframes that comply with the requirements of this Agreement; (l) an identification and assessment of the present and planned product lines (assets and liabilities) and the identification of appropriate risk management systems to mitigate identify, measure, monitor, and control risks associated within the product lines; (m) concentration limits commensurate with planned new products, growth, or any proposed changes in the Bank’s operating environment; specific plans to establish responsibilities strategic goals and objectives and risk profile; (n) assigned roles, responsibilities, and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (ko) a description of systems and metrics designed to monitor the Bank’s progress in meeting the planStrategic Plan’s goals and objectives. (2) Upon adoption, If the Strategic Plan under paragraph (1) of this Article includes a copy proposed sale or merger of the plan Bank, the Strategic Plan shall, at a minimum, address the steps that shall be forwarded taken and the associated timeline to affect the implementation of that alternative. (3) Within thirty (30) days following the Board’s receipt of the Assistant Deputy Comptroller’s written determination of no supervisory objection to the Strategic Plan or to any subsequent update or amendment to the Strategic Plan, the Board shall adopt and Bank management, subject to Board review and ongoing monitoring, shall immediately implement and thereafter ensure adherence to the Strategic Plan. The Board shall review the effectiveness of the Strategic Plan and update the Strategic Plan at least annually, but no later than January 31 of each year, and more frequently if necessary or if required by the OCC in writing. The Board shall amend the Strategic Plan as needed or directed by the OCC. Any update or amendment to the Strategic Plan must be submitted to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving . (4) Until the Strategic Plan required under this Article has been submitted by the Bank for the Assistant Deputy Comptroller’s review, has received a written determination of no supervisory objection from the Assistant Deputy Comptroller, and has been adopted by the Board, the Bank shall implement not significantly deviate from the products, services, asset composition and adhere size, funding sources, structure, operations, policies, procedures, and markets of the Bank that existed immediately before the effective date of this Agreement without first obtaining the Assistant Deputy Comptroller’s prior written determination of no supervisory objection to the strategic plansuch significant deviation. (35) The Board shall ensure Bank may not initiate any action that significantly deviates from a Strategic Plan (that has received written determination of no supervisory objection from the Assistant Deputy Comptroller and has been adopted by the Board) without a prior written determination of no supervisory objection from the Assistant Deputy Comptroller. (6) Any request by the Bank has processesfor prior written determination of no supervisory objection to a significant deviation described in paragraphs (4) or (5) of this Article shall be submitted in writing to the Assistant Deputy Comptroller at least thirty (30) days in advance of the proposed significant deviation. Such written request by the Bank shall include an assessment of the effects of such proposed change on the Bank’s condition and risk profile, personnelincluding a profitability analysis and an evaluation of the adequacy of the Bank’s organizational structure, staffing, management information systems, internal controls, and written policies and procedures to identify, measure, monitor, and control systems to ensure implementation the risks associated with the proposed change. (7) For the purposes of this Article, changes that may constitute a significant deviation include, but are not limited to, a change in the Bank’s markets, marketing strategies, products and adherence services, marketing partners, underwriting practices and standards, credit administration, account management, collection strategies or operations, fee structure or pricing, accounting processes and practices, asset composition and size, or funding strategy, any of which, alone or in the aggregate, may have a material effect on the Bank’s operations or financial performance; or any other changes in personnel, operations, or external factors that may have a material effect on the Bank’s operations or financial performance. (8) Within thirty (30) days after the end of each quarter, a written evaluation of the Bank’s performance against the Strategic Plan shall be prepared by Bank management and submitted to the plan developed pursuant Board. Within fifteen (15) days after submission of the evaluation, the Board shall review the evaluation and determine the corrective actions the Board will require Bank management to this Articletake to address any identified shortcomings. The Board’s review of the evaluation and discussion of any required corrective actions to address any identified shortcomings shall be documented in the Board’s meeting minutes. Upon completion of the Board’s review, the Board shall submit to the Assistant Deputy Comptroller a copy of the evaluation as well as a detailed description of the corrective actions the Board will require the Bank to take to address any identified shortcomings.

STRATEGIC PLAN. (1) Within one hundred and twenty (120) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to develop a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's ’s overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's ’s present and future operating environment, including a formal assessment of whether it is in the bank’s and its shareholders’ best interests to seek the sale, merger or liquidation of the bank; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's ’s internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and, (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere ensure adherence to the strategic plan. (3) If the OCC determines, in its sole judgment, that the Bank has failed to submit an acceptable strategic plan as required by paragraph (1) of this Article or has failed to implement or adhere to the Bank’s specific, measurable, and verifiable objectives included in the strategic plan, for which the OCC has taken no supervisory objection pursuant to paragraph (2) of this Article, then within fifteen (15) days of receiving written notice from the OCC of such fact, the Board shall develop and shall submit to the OCC for its review and prior determination of no supervisory objection a revised strategic plan, which shall detail the Bank’s proposal to correct deficiencies resulting in the Bank’s failure and to adhere to the Bank’s original strategic plan. (4) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development development, off-balance sheet activities, and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) action plans to accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (e) an identification of the Bank’s 's present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (ef) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (fg) a management employment and succession program to promote the retention and continuity of capable management; (gh) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s 's operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s 's operating environment; and (kl) systems a process to monitor monitor, review, and evaluate the Bank’s 's progress in meeting the plan’s 's goals and objectivesobjectives and to periodically evaluate and reassess the strategic plan. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic planreview. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty (120) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan 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 strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s 's present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) specific plans for maintenance of adequate capital, including a dividend policy that permits declaration of a dividend only with the prior written approval of the Assistant Deputy Comptroller; (f) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (fg) a management employment and succession program to promote the retention and continuity of capable management; (gh) product line development and market segments that the Bank intends to promote or develop; (hi) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (ij) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (jk) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s 's operating environment; ; (l) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (km) systems to monitor the Bank’s 's progress in meeting the plan’s 's goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic planapproval. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profileprofile and prudent risk diversification, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with current and planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoptionPrior to implementing the strategic plan, the Board shall forward a copy of the plan to the Assistant Deputy Comptroller for a written determination of no objection. If the Board adopts any significant changes to the plan, such changes shall be forwarded to the Assistant Deputy Comptroller for review and prior a written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere prior to the strategic planBoard implementing such changes. For purposes of this paragraph, "significant changes" shall include changes involving the Bank's strategy or philosophy, scope of activities, lines of business, funding sources, markets or delivery systems. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) daysdays from the Effective Date, the Board shall adopt, implement, approve and thereafter ensure the Bank adherence shall submit to a the OCC its written strategic plan for plan, consistent with the Bank Metris strategic plan, covering at least a three-three (3) year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or developmarketing segments, together with strategies to achieve those objectives and, at a minimum, minimum include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an explanation of how the Bank's strategic goals and objectives interrelate with those of Metris; (c) an assessment of the Bank's present and future operating environment; (cd) the development of strategic goals and objectives to be accomplished over the short and long term, including, but not limited to, strategies for reducing on-book Credit Card Receivables to a level equal to zero in accordance with this Agreement. These strategic goals and objectives shall include interim target dates and target amounts; (de) the development of a defined funding strategy; (f) an identification of the Bank’s 's present and future product lines (assets and liabilities) market segments, including the Bank-related activities of Metris, that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Articleobjectives; (eg) an evaluation of the Bank's internal operations, staffing requirements, board Board and management information systems systems, and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or developobjectives; (h) an action plan specific plans to improve bank earnings outsource functions and responsibilities to third parties or affiliates; (i) specific plans to accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (ij) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (jk) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s 's operating environment; ; (l) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s 's operating environment; and (km) systems to monitor the Bank’s 's progress in meeting the plan’s 's goals and objectives. (2) Upon adoptionPrior to implementation of the strategic plan, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller OCC for review and prior written determination of no supervisory non-objection. Upon receiving a determination receipt of no the OCC's supervisory objection from non-objection, the Assistant Deputy Comptroller, Board of the Bank shall implement and adhere ensure adherence to the strategic plan. (3) The Board of the Bank shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the strategic plan developed pursuant to this Article and ensure that the plan is updated on an annual basis to cover the next three (3) years. (4) Prior to making any changes that may have a material impact on the strategic plan adopted pursuant to this Article, the Bank shall provide the OCC with fifteen (15) days advance written notice of such changes and shall not implement such changes without first receiving a determination of supervisory non-objection from the OCC. For purposes of this paragraph, changes that may have a material impact on the strategic plan include, but are not limited to, any significant deviations from or material changes to: (i) marketing strategies, marketing partners, or acquisition channels; (ii) underwriting practices and standards for account and/or portfolio acquisitions; (iii) account management strategies and test programs; (iv) collection strategies, partners, or operations; (v) fee structure or fee application methods; (vi) accounting processes and practices; (vii) funding strategies and capital maintenance; (viii) current business focus, for example, entrance into or exiting from a business segment; and (ix) any other changes in personnel, operations or external factors that may have a material impact on the Bank's operations or financial performance. The prior notice shall cover proposed deviations or changes at the Parent or other affiliates if such deviations or changes have the potential to affect transactions involving the Bank or other relations with the Bank, or to result in reportable changes to the Bank's business plan or operations.

STRATEGIC PLAN. (1) Within one hundred and twenty eighty (120180) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2m) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (32) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic planapproval. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) Within thirty (30) days, the Board, or a delegated committee thereof, shall determine whether the Bank requires consulting services to establish the strategic plan specified in paragraph (1) above. In making the determination, the following factors, at a minimum, shall be considered: (a) the benefits derived from any consulting services; (b) the cost effectiveness of employing one or more consultants; and (c) the delegation of any consultant's responsibilities to a permanent Bank employee. (4) The Board or delegated committee shall ensure set forth its final determination that either justifies engaging or not engaging consulting services in (3) above, and the supporting reasons, in a written report to be approved by the entire Board. After it is approved, the written report shall be forwarded to the Assistant Deputy Comptroller. (5) If the Board determines that the Bank has processesrequires a consultant's services, personnelthe Bank shall, before hiring a new consultant, require at a minimum the following: (a) submission of a written proposal detailing the services to be performed by the consultant; (b) submission of biographical information setting forth the applicant's credentials and control systems to ensure implementation experience in the areas of banking and adherence consulting; (c) full disclosure to the plan developed pursuant Board of all relationships between the consultant and any Bank executive officer, director or principal shareholder or their related interests (as those terms are defined in 12 C.F.R. Part 215); (d) that the Board vote to this Articleapprove any consultant's employment but any director whose relationship with the consultant could be perceived as causing a conflict of interest shall abstain from voting; and (e) execution of a written contract between the Bank and consultant based upon arms-length negotiations.

STRATEGIC PLAN. (1) Within one hundred and twenty (120) daysBy October 30, 2009, the Board shall adopt, implement, update and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a rolling three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, structure and capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with identify strategies to achieve those objectives and, at objectives. At a minimum, the plan shall include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) and market segments that will be utilized the Bank intends to promote or develop to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) a discussion of present or intended real estate purchases or leases; (f) an evaluation of the adequacy of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of accomplish the goals and objectives developed under (1)(c) of this Article; (fg) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank Bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a that includes financial forecast to include forecasts with projections for major balance sheet and income statement accounts items and desired financial ratios over ratios, states the period covered by assumptions used to determine financial projections, and that assigns specific accountability and time frames for the strategic planaccomplishment of specified goals; (ji) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; specific plans to establish responsibilities ; (j) identification of individuals responsible and accountability accountable for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and; (k) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives; and (l) contingency plans that identify alternatives the Bank will implement should the objectives established in subparagraphs (1)(c) and (h) not be achieved, which detail how such alternatives will be implemented and identify specific triggers, timeframes and accountability for implementation. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives andshall, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s 's present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies systems, policies, and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s 's operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s 's operating environment; and (kl) systems to monitor the Bank’s 's progress in meeting the plan’s 's goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty days (120) days, the Board shall adoptreview, implementrevise, and thereafter ensure Bank adherence to a its written strategic plan for the Bank plan, covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time framestimeframes; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoptionrevision, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) The Bank must give the Assistant Deputy Comptroller at least sixty (60) days advance, written notice of its intent to deviate significantly from the strategic plan. (a) For purposes of this Article, changes that may constitute a significant deviation from the strategic plan include, but are not limited to, any significant deviations from marketing strategies, marketing partners, acquisition channels; underwriting practices and standards, account management strategies and test programs; collection strategies, partners or operations; fee structure, pricing, or fee application methods; accounting processes and practices; funding strategy; or any other changes in personnel, operations or external factors that may have a material impact on the Bank's operations or financial performance. (b) Prior to making any changes that significantly deviate from the Bank's strategic plan, the Board shall perform an evaluation of the adequacy of the Bank's organizational structure, staffing, management information systems, internal controls and written policies and procedures to identify, measure, monitor, and control the risks associated with the product or service. The evaluation shall include an assessment of the impact of such changes on the Bank's condition, including a profitability analysis. (4) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the plan program developed pursuant to this Article.

STRATEGIC PLAN. (1) Within one hundred and twenty (120) daysdays of the date of this Agreement, the Board shall adopt, implement, and thereafter ensure Bank adherence to develop a written strategic plan Strategic Plan for the Bank covering at least a three-year period. The strategic plan Strategic Plan shall establish objectives for the Bank's ’s overall risk profile, earnings performance, liquidity, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming classified and special mention assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (cb) the development of strategic goals and objectives to be accomplished over the short and long term; (dc) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1)(b) of this Article; (ed) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c1)(b) of this Article; (fe) a management employment and succession program to promote the retention and continuity of capable management; (gf) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (ig) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic planStrategic Plan; (jh) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (i) specific plans to establish responsibilities and accountability for the strategic planning Strategic Planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and; (kj) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives; (k) strategies for ensuring that the Bank has the financial and personnel resources necessary to implement and adhere to the Strategic Plan, adequately support the Bank’s risk profile, maintain compliance with applicable regulatory capital requirements, comply with this Agreement, and maintain appropriate levels of liquidity; (l) quarterly pro forma financial projections (balance sheet, regulatory capital ratios, income statement, classified assets, special mention assets, and key financial ratios) and budget; and (m) identification of all relevant assumptions made in formulating the Strategic Plan and retention of documentation supporting such assumptions. (2) Upon adoptionPrior to adoption by the Board, a copy of the plan Strategic Plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving Revisions to the Bank’s Strategic Plan shall be submitted to the Assistant Deputy Comptroller for a prior written determination of no supervisory objection. The Board shall review and update the Bank’s Strategic Plan at least annually, and more frequently if necessary, or as required by the Assistant Deputy Comptroller in writing. At the next Board meeting following receipt of the Assistant Deputy Comptroller’s written determination of no supervisory objection, the Board shall adopt and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to the Strategic Plan and any amendments and revisions thereto. (3) Until the Strategic Plan, or any revisions thereto, required under this Article has been submitted by the Bank for OCC review, and the Bank has received a written determination of no supervisory objection from the Assistant Deputy ComptrollerOCC, and is being implemented by the Bank, the Bank shall not significantly deviate from the products, services, asset composition and size, funding sources, structure, operations, policies, procedures, and markets of the Bank that existed before this Agreement without first obtaining the OCC’s prior written determination of no supervisory objection to such significant deviation. Any request to the OCC for prior written determination of no supervisory objections to a significant deviation must be submitted to the Assistant Deputy Comptroller at least 30 days in advance of the significant deviation and shall include: (a) an assessment of the adequacy of the Bank’s management, staffing levels, organizational structure, financial condition, capital adequacy, funding sources, management information systems, internal controls, and written policies and procedures with respect to the proposed significant deviation; and (b) the Bank’s evaluation of its capability to identify, measure, monitor, and control the risks associated with the proposed significant deviation. (4) For the purposes of this Article, once the Bank has received no supervisory objection to its Strategic Plan, changes that may constitute a significant deviation from the Strategic Plan include, but are not limited to, a change in the Bank's products, services, asset composition and size, funding sources, structure, operations, policies, procedures, and markets, any of which, alone or in the aggregate, may have a material impact on the Bank's operations or financial performance; or any other changes in personnel, operations, or external factors that may have a material impact on the Bank's operations or financial performance. (5) If the OCC determines, in its sole judgment, that the Bank has failed to submit an acceptable Strategic Plan as required by paragraph (1) of this Article or has failed to implement and or adhere to the strategic planBank’s specific, measurable, and verifiable objectives included in the Strategic Plan, for which the OCC has taken no supervisory objection pursuant to paragraph (2) of this Article, then within thirty (30) days of receiving written notice from the OCC of such fact, the Board shall develop and shall submit to the OCC for its review and prior determination of no supervisory objection, a revised Strategic Plan. (36) Failure to submit a timely, acceptable Strategic Plan may be deemed a violation of this Agreement, in the exercise of the OCC’s sole discretion. (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.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) daysdays after the Assistant Deputy Comptroller issues a determination of no supervisory objection of the Capital Plan under Paragraph (2) of Article XI, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) The Bank must give the Assistant Deputy Comptroller at least sixty (60) days advance, written notice of its intent to deviate significantly from the strategic plan. (a) For purposes of this Article, changes that may constitute a significant deviation from the strategic plan include, but are not limited to, any significant deviations from marketing strategies, marketing partners, acquisition channels; underwriting practices and standards, account management strategies and test programs; collection strategies, partners or operations; fee structure, pricing, or fee application methods; accounting processes and practices; funding strategy; or any other changes in operations that may have a material impact on the Bank's operations or financial performance. (b) Prior to making any changes that significantly deviate from the Bank's strategic plan, the Board shall perform an evaluation of the adequacy of the Bank's organizational structure, staffing, management information systems, internal controls and written policies and procedures to identify, measure, monitor, and control the risks associated with the product or service. The evaluation shall include an assessment of the impact of such change on the Bank's condition, including a profitability analysis. (4) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (ji) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (j) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (k) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic planapproval. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty (120) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a threefive-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development development, and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives andobjectives. The plan and the strategies to achieve the plan, at a minimum, shall include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems systems, and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability accountability, and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (k) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon Within fifteen (15) business days of its adoption, a copy of the strategic plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic planreview. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty (120) daysBy March 31, 2021, the Board shall adopt, implement, submit to the ADC for review and thereafter ensure Bank adherence to a prior written determination of no supervisory objection an acceptable revised written strategic plan for the Bank Bank, covering at least a three-year periodperiod (“Strategic Plan”). The strategic plan Strategic Plan shall establish objectives for the Bank's ’s overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assetsconcentration levels, product line development and market segments that the Bank intends to promote or developcapital and liquidity adequacy, together with strategies to achieve those objectives andobjectives, and shall, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over accomplished, including key financial indicators and risk tolerances; (c) an assessment of the short Bank’s strengths, weaknesses, opportunities and long termthreats that impact its strategic goals and objectives; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies systems, policies, and procedures for their adequacy and contribution to the accomplishment of the strategic goals and objectives developed under paragraph (1)(c1)(b) of this Article; (fe) a management employment and succession program plan designed to promote the retention adequate staffing and continuity of capable management; (gf) product line development a realistic and market segments comprehensive budget that corresponds to the Bank intends to promote or developStrategic Plan’s goals and objectives; (hg) an action plan to improve bank and sustain the Bank’s earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (ih) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic planStrategic Plan; (i) provide support for compensation levels which include the analysis of the following: (i) compliance with sound underwriting standards prior to the payment of commissions, bonuses and other compensation; and (ii) commission, bonus, and other compensation amounts that consider the quality and ongoing performance of loans generated, including credit documentation exception levels as appropriate; (j) control a detailed description and assessment of major capital expenditures required to achieve the goals and objectives of the Strategic Plan; (k) an identification and prioritization of initiatives and opportunities, including timeframes that comply with the requirements of this Agreement; (l) a description of the Bank’s target market(s) and competitive factors in its identified target market(s), and a description of controls systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; specific plans target market(s); (m) an identification and assessment of the present and planned product lines (assets and liabilities) and the identification of appropriate risk management systems to establish responsibilities identify, measure, monitor, and control risks within the product lines; (n) concentration limits commensurate with the Bank’s strategic goals and objectives and risk profile; (o) assigned roles, responsibilities, and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environmentplanning; and (kp) a description of systems and metrics designed to monitor the Bank’s progress in meeting the planStrategic Plan’s goals and objectives. (2) Upon adoption, If the Strategic Plan under paragraph (1) of this Article includes a copy proposed sale or merger of the plan Bank, including a transaction pursuant to 12 U.S.C. § 215a-3, the Strategic Plan shall, at a minimum, address the steps that shall be forwarded taken and the associated timeline to effect the implementation of that alternative. (3) At the next Board meeting following receipt of the ADC’s written determination of no supervisory objection to the Assistant Deputy Comptroller revised Strategic Plan or to any subsequent amendment to the Strategic Plan, the Board shall adopt and Bank management, subject to Board review and ongoing monitoring, shall immediately implement and thereafter ensure adherence to the Strategic Plan. The Board shall review the effectiveness of the Strategic Plan at least annually, and more frequently if necessary or if required by the OCC in writing, and amend the Strategic Plan as needed or directed by the OCC. Any amendment to the Strategic Plan must be submitted to the ADC for review and prior written determination of no supervisory objection. Upon receiving . (4) Until the Strategic Plan required under this Article has been submitted by the Bank for the ADC’s review, has received a written determination of no supervisory objection from the Assistant Deputy ComptrollerADC, and has been adopted by the Board, the Bank shall implement not significantly deviate from the products, services, asset composition and adhere size, funding sources, structure, operations, policies, procedures, and markets of the Bank that existed immediately before the effective date of this Agreement without first obtaining the ADC’s prior written determination of no supervisory objection to the strategic plansuch significant deviation. (35) The Board shall ensure Bank may not initiate any action that significantly deviates from a Strategic Plan (that has received written determination of no supervisory objection from the ADC and has been adopted by the Board) without a prior written determination of no supervisory objection from the ADC. (6) Any request by the Bank has processesfor prior written determination of no supervisory objection to a significant deviation described in paragraphs (4) or (5) of this Article shall be submitted in writing to the ADC at least sixty (60) days in advance of the proposed significant deviation. Such written request by the Bank shall include an assessment of the effects of such proposed change on the Bank’s condition and risk profile, personnelincluding a profitability analysis and an evaluation of the adequacy of the Bank’s organizational structure, staffing, management information systems, internal controls, and written policies and procedures to identify, measure, monitor, and control systems to ensure implementation the risks associated with the proposed change. (7) For the purposes of this Article, changes that may constitute a significant deviation include, but are not limited to, a change in the Bank’s marketing strategies, products and adherence services, marketing partners, underwriting practices and standards, credit administration, account management, collection strategies or operations, fee structure or pricing, accounting processes and practices, or funding strategy, any of which, alone or in the aggregate, may have a material effect on the Bank’s operations or financial performance; or any other changes in personnel, operations, or external factors that may have a material effect on the Bank’s operations or financial performance. (8) At least quarterly, a written evaluation of the Bank’s performance against the Strategic Plan shall be prepared by Bank management and submitted to the plan developed pursuant Board. Within thirty (30) days after submission of the evaluation, the Board shall review the evaluation and determine the corrective actions the Board will require Bank management to this Articletake to address any identified shortcomings. The Board’s review of the evaluation and discussion of any required corrective actions to address any identified shortcomings shall be documented in the Board’s meeting minutes. Upon completion of the Board’s review, the Board shall submit to the ADC a copy of the evaluation as well as a detailed description of the corrective actions the Board will require the Bank to take to address any identified shortcomings.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. ‌ (1) Within one hundred and twenty ninety (12090) days, the Board General Manager shall adopt, implement, and thereafter ensure Bank Branch adherence to a written strategic plan for the Bank Branch covering at least a three-year period. The strategic plan shall establish objectives for the BankBranch's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital equivalency deposit adequacy, reduction in the volume of nonperforming problem assets, and product line development and market segments that the Bank Branch intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the BankBranch's present and future operating environment; (c) the development of strategic goals and objectives in conjunction with the Bank’s Head Office (“Head Office”) to be accomplished over the short short- and long long-term; (d) an identification of the BankBranch’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in paragraph (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank Branch earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (if) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (jg) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the BankBranch’s operating environment; specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; environment and; (kh) systems procedures to monitor the BankBranch’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller Director for Special Supervision/Fraud (“Director”) for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) The Board General Manager shall ensure that the Bank Branch has processes, personnel, and control systems to ensure implementation of and adherence to the plan developed pursuant to this Article.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adoptforward to the Director for his review and supervisory non-objection pursuant to paragraph (5) of this Article, implement, and thereafter ensure Bank adherence to a written strategic plan Strategic Plan for the Bank that is acceptable to the Director, covering at least a three-year period. Immediately following receipt of the Director's written determination of no supervisory objection, the Board shall adopt and the Bank (subject to Board review and ongoing monitoring) shall implement and thereafter ensure adherence to the Strategic Plan. The strategic plan Strategic Plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development development, and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives andobjectives, and shall, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) the strategic goals and objectives to be accomplished; (c) a description of the Bank's targeted market(s) and an assessment of the current and projected risks and competitive factors in its identified target market(s); (d) specific actions to improve Bank earnings and accomplish the identified strategic goals and objectives; (e) identification of Bank personnel to be responsible and accountable for achieving each goal and objective of the Strategic Plan, including specific timeframes; (f) a financial forecast, to include projections for major balance sheet and income statement accounts, targeted financial ratios, and growth projections over the period covered by the Strategic Plan; (g) a description of the assumptions used to determine financial projections and growth targets; (h) an identification and risk assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and planned future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) the Strategic Plan, with the requirement that the risk assessment of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution new product lines must be completed prior to the accomplishment offering of the goals and objectives developed under such product lines, consistent with OCC Bulletin 2004-10, Risk Management (1)(c) of this Article; (f) a management employment succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectivesMay 10, including individual responsibilities, accountability and specific time frames2004); (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) description of control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; specific plans 's markets; (j) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems, and policies and procedures for their adequacy and contribution to establish the accomplishment of the goals and objectives established in the Strategic Plan; (k) a management employment and succession program to promote the retention and continuity of capable management; (l) assigned responsibilities and accountability for the strategic planning process, new products, growth goals, or and proposed changes in the Bank’s 's operating environment; and (km) a description of systems to monitor the Bank’s 's progress in meeting the plan’s Strategic Plan's goals and objectives. (2) At least monthly, the Board shall review financial reports and earnings analyses prepared by the Bank that evaluate the Bank's performance against the goals and objectives established in the Strategic Plan, as well as the Bank's written explanation of significant differences between actual and projected balance sheet, income statement, and expense accounts, including descriptions of extraordinary and/or nonrecurring items. Upon adoptioncompletion of the reports required by this paragraph, the Bank shall submit a copy of the reports to the Director. (3) At least quarterly, the Board shall prepare a written evaluation of the Bank's performance against the Strategic Plan, based on the Bank's monthly reports, analyses, and written explanations of any differences between actual performance and the Bank's strategic goals and objectives, and shall include a description of the actions the Board will require the Bank to take to address any shortcomings, which shall be documented in the Board meeting minutes. Within ten (10) days of completing its evaluation, the Board shall submit a copy of the evaluation and Board minutes to the Director. (4) Prior to adoption by the Board, a copy of the plan Strategic Plan, and any subsequent amendments or revisions, shall be forwarded to the Assistant Deputy Comptroller Director for review and prior written determination of no supervisory objection. Upon receiving a written determination of no supervisory objection from the Assistant Deputy ComptrollerDirector, the Board shall adopt and the Bank shall immediately implement and adhere to the strategic planStrategic Plan. (35) The Bank may not initiate any action that deviates significantly from the Board- approved Strategic Plan, including subsequent amendments or revisions, without a written determination of no supervisory objection from the Director. The Board shall ensure that must give the Bank has processesDirector advance, personnelwritten notice of its intent to deviate significantly from the Strategic Plan, along with an assessment of the impact of such change on the Bank's condition, including a profitability analysis and an evaluation of the adequacy of the Bank's organizational structure, staffing, management information systems, internal controls, and written policies and procedures to identify, measure, monitor, and control systems to ensure implementation the risks associated with the change in the Strategic Plan. (6) For the purposes of and adherence to the plan developed pursuant to this Article, changes that may constitute a significant deviation from the Strategic Plan include, but are not limited to, a change in the Bank's marketing strategies, marketing partners, business lines, products and services, asset growth, underwriting practices and standards, credit administration, collection strategies or operations, accounting processes and practices, or funding strategy, any of which, alone or in aggregate, may have a material impact on the Bank's operations or financial performance; or any other changes in personnel, operations, or external factors that may have a material impact on the Bank's operations or financial performance. For purposes of this paragraph, "personnel" shall include the president, chief executive officer, chief operating officer, chief financial officer, chief asset-liability manager, treasurer, chief credit officer, chief compliance officer, risk manager, auditor, member of the Bank's board of directors, or any other position subsequently identified in writing by the Director.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a update its written strategic plan for the Bank Bank, consistent with the Metris strategic plan, covering at least a three-three (3) year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an explanation of how the Bank's strategic goals and objectives interrelate with those of Metris; (c) an assessment of the Bank's present and future operating environment; , including the evaluation required by Article IV, paragraph (c4); (d) the development of strategic goals and objectives to be accomplished over the short and long term; , including, but not limited to, strategies for limiting managed asset growth and account growth until compliance with this Agreement is achieved; (de) the development of a defined funding strategy, including a program to reduce reliance on insured deposits; (f) an identification of the Bank’s 's present and future product lines (assets and liabilities) market segments, including the Bank-related activities of Metris, that will be utilized to accomplish the strategic goals and objectives established in (1)(c1)(b) and (1)(d) of this Article; ; (eg) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c1)(b) and (1)(d) of this Article; (f) a management employment succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; ; (h) an action plan to improve achieve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; ; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s 's operating environment; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s 's operating environment; and and (kl) systems to monitor the Bank’s 's progress in meeting the plan’s 's goals and objectives. (2) Upon adoptionPrior to adoption of the strategic plan by the Board, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller Director for review and prior written determination of no supervisory non-objection. Upon Such determination will be made within thirty (30) days of receipt of the strategic plan. Immediately upon receiving a determination of no supervisory objection from the Assistant Deputy Comptrollernon-objection, the Bank strategic plan shall implement and adhere to the strategic planbe implemented. (3) The Board shall ensure adopt policies establishing that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the strategic plan developed pursuant to this Article. (4) Prior to making any changes that may constitute a material deviation from the strategic plan adopted pursuant to this Article, the Bank shall give the Director fifteen (15) days advance written notice of such changes, and shall not implement such changes without first receiving a supervisory non-objection from the Director. For purposes of this paragraph, changes that may constitute a change to the strategic plan include, but are not limited to: (a) any significant deviations from: (i) marketing strategies, marketing partners, or acquisition channels; (ii) underwriting practices and standards for account acquisition; (iii) account management strategies and test programs; (iv) collection strategies, partners or operations; (v) fee structure, pricing, or fee application methods; (vi) accounting processes and practices; and (vii) funding strategy; (b) any other changes in personnel, operations or external factors that may have a material impact on the Bank's operations or financial performance. (5) Prior to making any changes that significantly deviate from the Bank's strategic plan, the Board shall perform an evaluation of the adequacy of the Bank's organizational structure, staffing, management information systems, internal controls and written policies and procedures to identify, measure, monitor, and control the risks associated with the product or service. The evaluation shall include an assessment of the impact of such change on the Bank's condition, including a profitability analysis.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) dayscalendar days of the effective date of this Agreement, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Articlemarket segments; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product a limitation, based on a specific percentage of the Bank’s tier 1 capital, as defined at 12 C.F.R. § 3.2, on each major line development and market segments that of business in which the Bank intends does engage, or plans to promote or developengage; (h) an identification of, and justification for, the geographic locations in which the Bank will market any of its products or provide any of its products; (i) an action plan to improve bank earnings and general financial performance, ensure capital adequacy, reduce the Bank’s level of credit risk, and otherwise accomplish identified strategic goals and objectives, including individual responsibilities, specific actions to be taken, accountability and specific time frames; (ij) a financial forecast to include forecasts and projections for major balance sheet and income statement accounts accounts, targeted financial ratios, and desired financial ratios growth projections over the period covered by the strategic plan; (jk) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; specific plans to establish ; (l) assignment of individual responsibilities and accountability for the strategic planning process, the achievement of each goal and objective set forth in the plan, the offering of new products, the achievement and monitoring of growth goals, or proposed and proposing changes in the Bank’s operating environment; and (km) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the strategic plan shall be forwarded to the Assistant Deputy Comptroller ADC for review and a prior written determination of no supervisory objection. Upon receiving a prior written determination of no supervisory objection from the Assistant Deputy ComptrollerADC, the Bank shall implement and adhere to the strategic plan. If the ADC provides a written notice of supervisory objection to the draft strategic plan, the Board shall promptly amend it as necessary in order appropriately to address the basis of such supervisory objection, thereafter implement it, and ensure Bank adherence to it. (3) The Board shall adopt a revised three-year strategic plan annually or more frequently if conditions warrant. Upon adoption, a copy of the revised strategic plan shall be forwarded to the ADC for review and a prior written determination of no supervisory objection. Upon receiving a prior written determination of no supervisory objection from the ADC, the Bank shall implement and adhere to the strategic plan. If the ADC provides a written notice of supervisory objection to the revised strategic plan, the Board shall promptly amend it as necessary in order appropriately to address the basis of such supervisory objection, thereafter implement it, and ensure Bank adherence to it. (4) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic planapproval. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three year capital program. The program shall include: (a) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-balance sheet activities; (b) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (c) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (d) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available; and (e) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; and (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60. (3) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic planand capital plans. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty (120) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) The Bank must give the Assistant Deputy Comptroller at least sixty (60) days advance, written notice of its intent to deviate significantly from the strategic plan. For purposes of this Article, changes that may constitute a significant deviation from the strategic plan include, but are not limited to, any significant deviations from marketing strategies, marketing partners, acquisition channels; underwriting practices and standards, account management strategies and test programs; collection strategies, partners or operations; fee structure, pricing, or fee application methods; accounting processes and practices; funding strategy; or any other changes in personnel, operations or external factors that may have a material impact on the Bank's operations or financial performance. Prior to making any changes that significantly deviate from the Bank's strategic plan, the Board shall ensure perform an evaluation of the adequacy of the Bank's organizational structure, staffing, management information systems, internal controls and written policies and procedures to identify, measure, monitor, and control the risks associated with the product or service. The evaluation shall include an assessment of the impact of such change on the Bank's condition, including a profitability analysis. (4) If the OCC determines, in its sole judgment, that the Bank has processesfailed to submit an acceptable strategic plan as required by paragraph (1) of this Article or has failed to implement or adhere to the Bank’s specific, personnelmeasurable, and control systems verifiable objectives included in the strategic plan, for which the OCC has taken no supervisory objection pursuant to ensure implementation paragraph (2) of this Article, then within fifteen (15) days of receiving written notice from the OCC of such fact, the Board shall develop and adherence shall submit to the OCC for its review and prior determination of no supervisory objection a revised strategic plan, which shall detail the Bank’s proposal to correct deficiencies resulting in the Bank’s failure and to adhere to the Bank’s original strategic plan. After the OCC has advised the Bank that it does not take supervisory objection to the revised strategic plan, the Board shall immediately implement, and shall thereafter ensure adherence to, the terms of the revised strategic plan. Failure to submit a timely, acceptable revised strategic plan developed pursuant to may be deemed a violation of this ArticleAgreement, in the exercise of the OCC’s sole discretion.

STRATEGIC PLAN. (1) Within one hundred and twenty (120) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a update its written strategic plan for the Bank Bank, consistent with the Metris strategic plan, covering at least a three-three (3) year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an explanation of how the Bank's strategic goals and objectives interrelate with those of Xxxxxx; (c) an assessment of the Bank's present and future operating environment, including the evaluation required by Article IV, paragraph (4); (cd) the development of strategic goals and objectives to be accomplished over the short and long term, including, but not limited to, strategies for limiting managed asset growth and account growth until compliance with this Agreement is achieved; (de) the development of a defined funding strategy, including a program to reduce reliance on insured deposits; (f) an identification of the Bank’s 's present and future product lines (assets and liabilities) market segments, including the Bank-related activities of Metris, that will be utilized to accomplish the strategic goals and objectives established in (1)(c1)(b) and (1)(d) of this Article; (eg) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c1)(b) and (1)(d) of this Article; (f) a management employment succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve achieve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s 's operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s 's operating environment; and (kl) systems to monitor the Bank’s 's progress in meeting the plan’s goals and objectives. (2) Upon adoptionPrior to adoption of the strategic plan by the Board, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller Director for review and prior written determination of no supervisory non-objection. Upon Such determination will be made within thirty (30) days of receipt of the strategic plan. Immediately upon receiving a determination of no supervisory objection from the Assistant Deputy Comptrollernon-objection, the Bank strategic plan shall implement and adhere to the strategic planbe implemented. (3) The Board shall ensure adopt policies establishing that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the strategic plan developed pursuant to this Article. (4) Prior to making any changes that may constitute a material deviation from the strategic plan adopted pursuant to this Article, the Bank shall give the Director fifteen (15) days advance written notice of such changes, and shall not implement such changes without first receiving a supervisory non-objection from the Director. For purposes of this paragraph, changes that may constitute a change to the strategic plan include, but are not limited to: (a) any significant deviations from: (i) marketing strategies, marketing partners, or acquisition channels; (ii) underwriting practices and standards for account acquisition; (iii) account management strategies and test programs; (iv) collection strategies, partners or operations; (v) fee structure, pricing, or fee application methods; (vi) accounting processes and practices; and (vii) funding strategy; (b) any other changes in personnel, operations or external factors that may have a material impact on the Bank's operations or financial performance. (5) Prior to making any changes that significantly deviate from the Bank's strategic plan, the Board shall perform an evaluation of the adequacy of the Bank's organizational structure, staffing, management information systems, internal controls and written policies and procedures to identify, measure, monitor, and control the risks associated with the product or service. The evaluation shall include an assessment of the impact of such change on the Bank's condition, including a profitability analysis.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adoptrevise, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoptioncompletion, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from After the Assistant Deputy ComptrollerComptroller has advised the Bank that it does not take supervisory objection to the strategic plan, the Bank Board shall implement immediately implement, and adhere to shall thereafter ensure adherence to, the terms of the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s 's present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) establishment and guidance of the Bank's strategic direction and tolerance for interest rate risk. (j) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (jk) a capital plan commensurate with the risk profile of the institution; (l) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s 's operating environment; ; (m) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s 's operating environment; and (kn) systems to monitor the Bank’s 's progress in meeting the plan’s 's goals and objectives. (2) Upon adoption, a copy of the plan plan, and any subsequent amendments or revisions, shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) The Bank may not initiate any action, which deviates significantly from the Board-approved Strategic Plan without a written determination of no supervisory objection from the Assistant Deputy Comptroller. The Board must give the Assistant Deputy Comptroller at least six (6) days advance, written notice of its intent to deviate significantly from the Strategic Plan, along with an assessment of the impact of such change on the Bank's condition, including a profitability analysis and an evaluation of the adequacy of the Bank's organizational structure, staffing, management information systems, internal controls, and written policies and procedures to identify, measure, monitor, and control the risks associated with the change in the Strategic Plan. (4) For the purposes of this Article, changes that may constitute a significant deviation from the Strategic Plan include, but are not limited to, a change in the Bank's marketing strategies, marketing partners, underwriting practices and standards, credit administration, account management, collection strategies or operations, fee structure or pricing, accounting processes and practices, or funding strategy, any of which, alone or in aggregate, may have a material impact on the Bank's operations or financial performance; or any other changes in personnel, operations, or external factors that may have a material impact on the Bank's operations or financial performance. For purposes of this paragraph, personnel shall include the president, chief executive officer, chief operating officer, chief financial officer, chief credit officer, chief compliance officer, risk manager, auditor, member of the Bank's board of directors, or any other position subsequently identified in writing by the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the plan developed pursuant to this Article.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (fe) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (hf) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (ig) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (jh) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (i) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kj) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory non-objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adoptreview, implementrevise, and thereafter ensure Bank adherence to a its written strategic plan for the Bank covering at least Bank, which covers a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time framestimeframes; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoptioncompletion of the revisions to the Bank’s strategic plan, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) The Bank must give the Assistant Deputy Comptroller at least sixty (60) days advance, written notice of its intent to deviate significantly from the strategic plan. (a) For purposes of this Article, changes that may constitute a significant deviation from the strategic plan include, but are not limited to, any significant deviations in the bank’ projected growth, such as planning significant growth in a product or service; strategy or philosophy, such as significantly reducing the emphasis of its targeted niche in favor of expansion of another area; lines of business, such as initiating a new program; scope of activities, such as entering new, untested markets; funding sources; underwriting practices and standards; or accounting processes and practices. (b) Prior to making any changes that significantly deviate from the Bank's strategic plan, the Board shall perform an evaluation of the adequacy of the Bank's organizational structure, staffing, management information systems, internal controls and written policies and procedures to identify, measure, monitor, and control the risks associated with the product or service. The evaluation shall include an assessment of the impact of such changes on the Bank's condition, including a profitability analysis. (4) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the plan program developed pursuant to this Article.

STRATEGIC PLAN. (1) Within one hundred and twenty (120) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from After the Assistant Deputy Comptroller, Comptroller has advised the Bank shall implement and adhere that it does not take supervisory objection to the strategic plan., the Board shall immediately implement, and shall thereafter ensure adherence to, the terms of the strategic plan (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from After the Assistant Deputy Comptroller, Comptroller has advised the Bank shall implement and adhere that it does not take supervisory objection to the strategic plan. (3) The , the Board shall ensure that the Bank has processes, personnelimmediately implement, and control systems to shall thereafter ensure implementation adherence to, the terms of and adherence to the plan developed pursuant to this Articlestrategic plan.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, loan mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's risk management practices, internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and accounts, desired financial ratios and growth projections over the period covered by the strategic plan; (jh) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (i) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kj) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) The . Thereafter, the Board shall ensure that review and approve the Bank has processes, personnel, Strategic Plan annually and control systems to ensure implementation of and adherence forward a copy to the plan developed pursuant to this ArticleAssistant Deputy Comptroller.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) daysdays of the date of this Agreement, the Board shall adoptrevise and forward to the Assistant Deputy Comptroller for his review, implementpursuant to paragraph two (2) of this Article, and thereafter ensure Bank adherence to a the Bank's written strategic plan for the Bank Strategic Plan, covering at least a three-year period. The strategic plan Bank's revised written Strategic Plan shall include a projection of major balance sheet and income statement components. The Strategic Plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital and liquidity adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or developtolerance for interest rate risk, together with strategies to achieve those objectives andand shall, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectivesobjectives for the three-year period, including key financial indicators and risk tolerances; (b) an assessment of the Bank's present strengths, weaknesses, opportunities, and future operating environmentthreats that impact strategic goals and objectives; (c) an identification and prioritization of initiatives and opportunities, including timeframes that take into account the development requirements of strategic goals and objectives to be accomplished over the short and long termthis Agreement; (d) an identification a description of the processes in place to ensure the Bank has sufficient and adequate processes, personnel and control systems to effectively implement and adhere to the Strategic Plan and this Agreement; (e) a description of a management employment and succession program to ensure the Bank recruits, hires and retains competent and capable management to effectively implement and adhere to the Strategic Plan and this Agreement; (f) a description of the Bank’s 's targeted market(s) and competitive facts in its identified target market(s) and a description of control systems to mitigate risks in the Bank's market(s); (g) an assessment of the present and future planned product lines (assets and liabilities) that will be utilized and the identification of appropriate risk management systems to accomplish identify, measure, monitor, and controls risks, including interest rate risk, within the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or developlines; (h) an action plan a realistic and comprehensive budget that corresponds to improve bank earnings and accomplish identified strategic the Strategic Plan's goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast realistic and comprehensive profit plan that corresponds to include projections for major balance sheet the Strategic Plan's goals and income statement accounts objectives, includes strategies to manage funding costs, and desired financial ratios over is consistent with the period covered by the strategic planBank's Liquidity Policy; (j) control systems to mitigate risks associated a realistic and comprehensive written contingency funding plan consistent with planned new products, growth, or any proposed changes in regulatory guidance and the Bank’s operating environment's risk profile; (k) proven Interest Rate Risk ("IRR") mitigation strategies and an IRR Model validated in accordance with applicable regulatory guidance; (l) prudent Economic Value of Equity policy limits; (m) a description of the systems and metrics designed to monitor the Bank's progress in meeting and thereafter adhering to the Strategic Plan's goals and objectives; specific plans to establish and (n) assigned responsibilities and accountability for the strategic planning process, new productsincluding development, growth goalsimplementation, or proposed changes in and adherence within the Bank’s operating environment; and (k) systems to monitor timeframes consistent with the Bank’s progress in meeting the plan’s goals and objectivesrequirements of this Article. (2) Upon adoptionPrior to adoption by the Board, a copy of the plan Strategic Plan, and any amendments or revisions, shall be forwarded submitted to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. The Board shall review and revise the Strategic plan, including after expiration of the three-year period referenced in paragraph (1) of this Article, at least annually and more frequently if necessary or if required by the Assistant Deputy Comptroller in writing. At the next Board meeting following receipt of the Assistant Deputy Comptroller's written determination of no supervisory objection, the Board shall adopt and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to the Strategic Plan and any amendments or revisions thereto. (3) The Bank may not initiate any action that deviates significantly from the Strategic Plan, including any amendments or revisions thereto (that has received a written supervisory no­-objection from the Assistant Deputy Comptroller and that has been adopted by the Board), without a written supervisory no-objection from the Assistant Deputy Comptroller. The Board must give the Assistant Deputy Comptroller at least thirty (30) days advance, written notice of its intent to deviate significantly from the Strategic Plan, including any amendments or revisions thereto, along with an assessment of the impact of such changes on the Bank's condition, including profitability analysis and an evaluation of the adequacy of the Bank's organizational structure, staffing, management information systems, internal controls, and written policies and procedures to identify, measure, monitor, and control the risks associated with the proposed significant deviation from the Strategic Plan. For purposes of this Article, changes that may constitute a significant deviation from the Strategic Plan include, but are not limited to, a change in the Bank's marketing strategies, products and services, marketing partners, underwriting practices and standards, credit administration, account management, collection strategies or operations, fee structure or pricing, accounting processes and practices, or funding strategy, any of which, alone or in aggregate, may have a material impact on the Bank's operations or financial performance, or any other changes in personnel, operations, or external factors that may have a material impact on the Bank's operations or financial performance. (4) At least quarterly, the Board shall prepare a written evaluation of the Bank's performance against the Strategic Plan, including the budget and profit plans, and Capital Plan required by Article V of this Agreement and shall include a description of the actions the Board will require the Bank to take to address any shortcomings, the Bank personnel responsible for implementing those actions and the timeframes for implementation. The Board shall document its written evaluation in the Board meeting minutes. Upon receiving completion of its written evaluation, the Board shall submit a copy to the Assistant Deputy Comptroller. (5) Until the Strategic Plan required under this Article has been submitted by the Bank for the Assistant Deputy Comptroller's review, has received a written determination of no supervisory objection from the Assistant Deputy Comptroller, and is being implemented by the Bank, the Bank shall implement not significantly deviate from the products, services, asset composition and adhere size, funding sources, structure, operations, policies, procedures, and markets of the Bank that existed before this Agreement without first obtaining the Assistant Deputy Comptroller's prior written determination of no supervisory objection to such significant deviation. Any request to the strategic plan.Assistant Deputy Comptroller for prior written determination of no supervisory objection to a significant deviation must be submitted to the Assistant Deputy Comptroller at least thirty (30) days in advance of the significant deviation and shall include: (3a) The Board shall ensure that an assessment of the Bank has processesadequacy of the Bank's management, personnelstaffing levels, organizational structure, financial condition, capital adequacy, funding sources, management information systems, internal controls, and written policies and procedures with respect to the proposed significant deviation; and (b) the Bank's evaluation of its capability to identify, measure, monitor, and control systems to ensure implementation of and adherence to the plan developed pursuant to this Articlerisks associated with the proposed significant deviation.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) establishment and guidance of the Bank’s strategic direction and tolerance for interest rate risk. (j) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (jk) a capital plan commensurate with the risk profile of the institution; (l) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (m) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kn) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan plan, and any subsequent amendments or revisions, shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) The Bank may not initiate any action, which deviates significantly from the Board-approved Strategic Plan without a written determination of no supervisory objection from the Assistant Deputy Comptroller. The Board must give the Assistant Deputy Comptroller at least six (6) days advance, written notice of its intent to deviate significantly from the Strategic Plan, along with an assessment of the impact of such change on the Bank's condition, including a profitability analysis and an evaluation of the adequacy of the Bank's organizational structure, staffing, management information systems, internal controls, and written policies and procedures to identify, measure, monitor, and control the risks associated with the change in the Strategic Plan. (4) For the purposes of this Article, changes that may constitute a significant deviation from the Strategic Plan include, but are not limited to, a change in the Bank's marketing strategies, marketing partners, underwriting practices and standards, credit administration, account management, collection strategies or operations, fee structure or pricing, accounting processes and practices, or funding strategy, any of which, alone or in aggregate, may have a material impact on the Bank's operations or financial performance; or any other changes in personnel, operations, or external factors that may have a material impact on the Bank's operations or financial performance. For purposes of this paragraph, personnel shall include the president, chief executive officer, chief operating officer, chief financial officer, chief credit officer, chief compliance officer, risk manager, auditor, member of the Bank's board of directors, or any other position subsequently identified in writing by the Assistant Deputy Comptroller. (5) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the plan developed pursuant to this Article.

STRATEGIC PLAN. (1) Within one hundred and twenty (120) daysNo later than October 31, 2011, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include:a (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment;future (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s 's present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s 's operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s 's operating environment; and (kl) systems to monitor the Bank’s 's progress in meeting the plan’s 's goals and objectives. (2) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three year capital program. The program shall include: (a) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off-balance sheet activities; (b) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (c) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (d) contingency plans that identify alternative methods should the primary source(s) under (c) above not be available; and (e) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; and (ii) when the Bank is in compliance with 12 U.S.C. ss.ss. 56 and 60. (3) Upon adoption, a copy of the plan shall plxx xhall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic planand capital plans. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty (120) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames. This plan shall include, at minimum, the following elements: (i) identification of the major areas in and means by which the Board will seek to improve the Bank's operating performance; (ii) realistic and comprehensive budgets, including projected balance sheets and year-end income statements; (iii) a budget review process to monitor both the Bank's income and expenses, and to compare actual figures with budgetary projections; and (iv) a description of the operating assumptions that form the basis for major projected income and expense components; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (j) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (k) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty (120) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s 's present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) a definition of the bank’s primary trade area and the circumstances under which out of trade areas loans will be considered; (f) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (fg) a management employment and succession program to promote the retention and continuity of capable management; (gh) product line development and market segments that the Bank intends to promote or develop; (hi) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (ij) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (jk) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s 's operating environment; ; (l) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s 's operating environment; and (km) systems to monitor the Bank’s 's progress in meeting the plan’s 's goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller ADC for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop, including a plan to diversify the loan portfolio; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) The Bank must give the Assistant Deputy Comptroller at least sixty (60) days advance, written notice of its intent to deviate significantly from the strategic plan. (a) For purposes of this Article, changes that may constitute a significant deviation from the strategic plan include, but are not limited to, any significant deviations from marketing strategies, marketing partners, acquisition channels; underwriting practices and standards, account management strategies and test programs; collection strategies, partners or operations; fee structure, pricing, or fee application methods; accounting processes and practices; funding strategy; or any other changes in personnel, operations or external factors that may have a material impact on the Bank's operations or financial performance. (b) Prior to making any changes that significantly deviate from the Bank's strategic plan, the Board shall perform an evaluation of the adequacy of the Bank's organizational structure, staffing, management information systems, internal controls and written policies and procedures to identify, measure, monitor, and control the risks associated with the product or service. The evaluation shall include an assessment of the impact of such change on the Bank's condition, including a profitability analysis. (4) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s 's present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s 's operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s 's operating environment; and (kl) systems to monitor the Bank’s 's progress in meeting the plan’s 's goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from After the Assistant Deputy Comptroller, Comptroller has advised the Bank shall implement and adhere that it does not take supervisory objection to the strategic plan. (3) The , the Board shall ensure that the Bank has processes, personnelimmediately implement, and control systems to shall thereafter ensure implementation adherence to, the terms of and adherence to the plan developed pursuant to this Articlestrategic plan.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's ’s overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's ’s present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's ’s internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty (120) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s 's present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s 's operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s 's operating environment; and (kl) systems to monitor the Bank’s 's progress in meeting the plan’s 's goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Effective immediately, the Bank shall only declare dividends when: (a) The Bank is in compliance with the Bank’s Revised Three-Year Plan as described below; (b) The Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (c) The Bank has received a prior written determination of no supervisory objection from the Assistant Deputy Comptroller. (2) Within one hundred and twenty sixty (12060) daysdays of this Agreement, the Board shall adopt, implement, and thereafter ensure Bank adherence to a revise its written strategic plan for the Bank covering at least the next three years (hereafter the “Bank’s Revised Three-Year Plan”), complete with specific time frames that incorporate the strategic and other requirements of this Article. A copy of the Bank’s Revised Three-Year Plan shall be forwarded to the Assistant Deputy Comptroller for a threeprior written determination of no supervisory objection. (3) The Bank’s Revised Three-year period. The strategic plan Year Plan shall establish objectives and projections for the Bank's ’s overall risk profile, earnings performance, growthgrowth expectations, balance sheet mix, off-balance sheet activities, liability structure, capital and liquidity adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with specific strategies to achieve those objectives objectives, that are specific, measurable, verifiable, and, at a minimum, address or include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an An assessment of the Bank's ’s present and future operating environment; (cb) the The development of strategic goals and objectives quantifiable measures with specific implementation dates to be accomplished over ensure the short Bank attains sustained earnings to support capital and long termliquidity; (dc) an identification An evaluation of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board Board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed pursuant to this Article; (d) Specific plans to establish responsibilities and accountability for the strategic planning process, new products, proposed changes in the Bank’s operating environment, reduction of problem assets, and maintenance of adequate liquidity; (e) Systems to identify, reduce and control risk to earnings, capital, and liquidity, and risks associated with any proposed changes in the Bank’s operating environment; (f) Recognition that the Bank cannot offer or introduce new products or enter new market segments until it adopts an appropriate credit culture, implements sound liquidity management practices and sound risk management principles, and returns the Bank to a satisfactory condition; (g) Specific plans for the maintenance of adequate capital as required by the Office of the Comptroller of the Currency (the “OCC”) and sufficient to be well capitalized under 12 C.F.R. Part 6; (1)(ch) Specific plans for the maintenance of adequate liquidity in accordance with the requirements of Article VI; (i) A dividend policy that only permits the declaration of a dividend in accordance with Paragraph (1) of this Article; (fj) Projections for capital and liquidity requirements based upon a management employment succession program to promote detailed analysis of the retention Bank’s assets, liabilities, earnings, fixed assets, and continuity of capable managementoff- balance sheet activities; (gk) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a A financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by next three years that shall address or include consideration of the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environmentrequirements of this Article; and (kl) systems Systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (24) Upon adoption, a copy of the plan 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 strategic plan. (3) The Board shall ensure that the Bank has processesimmediately adopt, personnelimplement, and control systems to thereafter ensure implementation of and adherence to the plan developed pursuant to this ArticleBank’s Revised Three-Year Plan.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's ’s overall risk profile, earnings performance, growth, balance sheet mix, loan mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's ’s present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's ’s risk management practices, internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and accounts, desired financial ratios and growth projections over the period covered by the strategic plan; (jh) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (i) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kj) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) The . Thereafter, the Board shall ensure that review and approve the Bank has processes, personnel, Strategic Plan annually and control systems to ensure implementation of and adherence forward a copy to the plan developed pursuant to this ArticleAssistant Deputy Comptroller.

STRATEGIC PLAN. (1) Within one hundred and twenty forty-five (12045) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a an updated written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board Board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (fe) a management employment and succession program to promote the retention and continuity of capable management; (gf) product line development an action plan to reduce the bank’s reliance on brokered deposits and market segments that the Bank intends to promote or developother noncore funding sources; (hg) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (ih) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (ji) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and; (kj) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives; and (k) the revisions to the strategic plan required under Article VIII, Dependence on Wholesale or Credit Sensitive Liabilities. (2) Within forty-five (45) days, the Board shall develop, implement, and thereafter ensure Bank adherence to an updated three year capital program. The program shall include: (a) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off- balance sheet activities; (b) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (c) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (d) contingency plans that identify alternative methods should the primary source(s) under (c) above not be available; and (e) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; and (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the dividend policy. (3) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (34) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adoptforward to the Director for his review and supervisory non-objection pursuant to paragraph (5) of this Article, implement, and thereafter ensure Bank adherence to a written strategic plan Strategic Plan for the Bank that is acceptable to the Director, covering at least a three-year period. Immediately following receipt of the Director’s written determination of no supervisory objection, the Board shall adopt and the Bank (subject to Board review and ongoing monitoring) shall implement and thereafter ensure adherence to the Strategic Plan. The strategic plan Strategic Plan shall establish objectives for the Bank's ’s overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development development, and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives andobjectives, and shall, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over accomplished; (c) a description of the short Bank’s targeted market(s) and long terman assessment of the current and projected risks and competitive factors in its identified target market(s); (d) specific actions to improve Bank earnings and accomplish the identified strategic goals and objectives; (e) identification of Bank personnel to be responsible and accountable for achieving each goal and objective of the Strategic Plan, including specific timeframes; (f) a financial forecast, to include projections for major balance sheet and income statement accounts, targeted financial ratios, and growth projections over the period covered by the Strategic Plan; (g) a description of the assumptions used to determine financial projections and growth targets; (h) an identification and risk assessment of the Bank’s present and planned future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) the Strategic Plan, with the requirement that the risk assessment of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution new product lines must be completed prior to the accomplishment offering of the goals and objectives developed under such product lines, consistent with OCC Bulletin 2004-10, Risk Management (1)(c) of this Article; (f) a management employment succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectivesMay 10, including individual responsibilities, accountability and specific time frames2004); (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) description of control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; specific plans markets; (j) an evaluation of the Bank’s internal operations, staffing requirements, board and management information systems, and policies and procedures for their adequacy and contribution to establish the accomplishment of the goals and objectives established in the Strategic Plan; (k) a management employment and succession program to promote the retention and continuity of capable management; (l) assigned responsibilities and accountability for the strategic planning process, new products, growth goals, or and proposed changes in the Bank’s operating environment; and (km) a description of systems to monitor the Bank’s progress in meeting the planStrategic Plan’s goals and objectives. (2) At least monthly, the Board shall review financial reports and earnings analyses prepared by the Bank that evaluate the Bank’s performance against the goals and objectives established in the Strategic Plan, as well as the Bank’s written explanation of significant differences between actual and projected balance sheet, income statement, and expense accounts, including descriptions of extraordinary and/or nonrecurring items. Upon adoptioncompletion of the reports required by this paragraph, the Bank shall submit a copy of the reports to the Director. (3) At least quarterly, the Board shall prepare a written evaluation of the Bank’s performance against the Strategic Plan, based on the Bank’s monthly reports, analyses, and written explanations of any differences between actual performance and the Bank’s strategic goals and objectives, and shall include a description of the actions the Board will require the Bank to take to address any shortcomings, which shall be documented in the Board meeting minutes. Within ten (10) days of completing its evaluation, the Board shall submit a copy of the evaluation and Board minutes to the Director. (4) Prior to adoption by the Board, a copy of the plan Strategic Plan, and any subsequent amendments or revisions, shall be forwarded to the Assistant Deputy Comptroller Director for review and prior written determination of no supervisory objection. Upon receiving a written determination of no supervisory objection from the Assistant Deputy ComptrollerDirector, the Board shall adopt and the Bank shall immediately implement and adhere to the strategic planStrategic Plan. (35) The Bank may not initiate any action that deviates significantly from the Board-approved Strategic Plan, including subsequent amendments or revisions, without a written determination of no supervisory objection from the Director. The Board shall ensure that must give the Bank has processesDirector advance, personnelwritten notice of its intent to deviate significantly from the Strategic Plan, along with an assessment of the impact of such change on the Bank’s condition, including a profitability analysis and an evaluation of the adequacy of the Bank’s organizational structure, staffing, management information systems, internal controls, and written policies and procedures to identify, measure, monitor, and control systems to ensure implementation the risks associated with the change in the Strategic Plan. (6) For the purposes of and adherence to the plan developed pursuant to this Article, changes that may constitute a significant deviation from the Strategic Plan include, but are not limited to, a change in the Bank’s marketing strategies, marketing partners, business lines, products and services, asset growth, underwriting practices and standards, credit administration, collection strategies or operations, accounting processes and practices, or funding strategy, any of which, alone or in aggregate, may have a material impact on the Bank’s operations or financial performance; or any other changes in personnel, operations, or external factors that may have a material impact on the Bank’s operations or financial performance. For purposes of this paragraph, “personnel” shall include the president, chief executive officer, chief operating officer, chief financial officer, chief asset-liability manager, treasurer, chief credit officer, chief compliance officer, risk manager, auditor, member of the Bank’s board of directors, or any other position subsequently identified in writing by the Director.

STRATEGIC PLAN. (1) Within one hundred and twenty eighty (120180) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming non-performing assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (hg) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (ih) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (ji) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kj) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to adopt a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings earnings, which shall include: (i) identification of the major areas in and accomplish identified strategic goals means by which the Board will seek to improve the Bank's operating performance; (ii) realistic and objectivescomprehensive budgets, including individual responsibilitiesprojected balance sheets and year-end income statements; (iii) a budget review process to monitor both the Bank's income and expenses, accountability and specific time frames;to compare actual figures with budgetary projections; and (iv) a description of the operating assumptions that form the basis for major projected income and expense components. (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) The Bank must give the Assistant Deputy Comptroller at least sixty (60) days advance, written notice of its intent to deviate significantly from the strategic plan. (a) For purposes of this Article, changes that may constitute a significant deviation from the strategic plan include, but are not limited to, any significant deviations from marketing strategies, marketing partners, acquisition channels; underwriting practices and standards, account management strategies and test programs; collection strategies, partners or operations; fee structure, pricing, or fee application methods; accounting processes and practices; funding strategy; or any other changes in personnel, operations or external factors that may have a material impact on the Bank's operations or financial performance. (b) Prior to making any changes that significantly deviate from the Bank's strategic plan, the Board shall perform an evaluation of the adequacy of the Bank's organizational structure, staffing, management information systems, internal controls and written policies and procedures to identify, measure, monitor, and control the risks associated with the product or service. The evaluation shall include an assessment of the impact of such changes on the Bank's condition, including a profitability analysis. (4) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of this Article and adherence to the plan program developed pursuant to this Articleit.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, and taking into consideration the Profit Plan required to be established by Article V and the Capital Contingency Plan required to be established by Article VI, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (ji) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (j) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (k) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoptionPrior to adoption of the strategic plan, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) The Bank must give the Assistant Deputy Comptroller at least sixty (60) days’ advance, written notice of its intent to deviate significantly from the strategic plan. (a) For purposes of this Article, changes that may constitute a significant deviation from the strategic plan include, but are not limited to, any significant deviations from marketing strategies, marketing partners, acquisition channels; underwriting practices and standards, account management strategies and test programs; collection strategies, partners or operations; fee structure, pricing, or fee application methods; accounting processes and practices; funding strategy; or any other changes in personnel, operations or external factors that may have a material impact on the Bank's operations or financial performance. (b) Prior to making any changes that significantly deviate from the Bank's strategic plan, the Board shall perform an evaluation of the adequacy of the Bank's organizational structure, staffing, management information systems, internal controls and written policies and procedures to identify, measure, monitor, and control the risks associated with the product or service. The evaluation shall include an assessment of the impact of such change on the Bank's condition, including a profitability analysis. (4) If the OCC determines, in its sole judgment, that the Bank has failed to submit an acceptable strategic plan as required by paragraph (1) of this Article or has failed to implement or adhere to the Bank’s specific, measurable, and verifiable objectives included in the strategic plan, for which the OCC has taken no supervisory objection pursuant to paragraph (2) of this Article, then within fifteen (15) days of receiving written notice from the OCC of such fact, the Board shall develop and shall submit to the OCC for its review and prior determination of no supervisory objection a revised strategic plan, which shall detail the Bank’s proposal to correct deficiencies resulting in the Bank’s failure and to adhere to the Bank’s original strategic plan. (a) After the OCC has advised the Bank that it does not take supervisory objection to the revised strategic plan, the Board shall immediately implement, and shall thereafter ensure adherence to, the terms of the revised strategic plan. (b) Failure to submit a timely, acceptable revised strategic plan may be deemed a violation of this Agreement, in the exercise of the OCC’s sole discretion. (5) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. Once the Bank implements such plan, the Bank shall give thirty (30) days prior notice to the Assistant Deputy Comptroller before undertaking any action that significantly deviates from the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from After the Assistant Deputy ComptrollerComptroller has advised the Bank that it does not take supervisory objection to the strategic plan, the Bank Board shall implement immediately implement, and adhere to shall thereafter ensure adherence to, the terms of the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action a capital plan to improve bank earnings that includes projections for growth and accomplish identified strategic goals capital requirements based on the bank’s assets, liabilities, earnings, fixed assets, and objectivesoff- balance sheet activities and , including individual responsibilitiesprojections for sources and timing of additional capital, accountability and specific time framesif necessary; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the strategic plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objectionapproval. Upon receiving a determination of no supervisory objection from Once the Assistant Deputy ComptrollerComptroller has approved the strategic plan, the Bank Board shall implement immediately implement, and adhere to shall thereafter ensure adherence to, the terms of the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adoptforward to the Director for his review, implementpursuant to paragraph (4) of this Article, and thereafter ensure Bank adherence to a written strategic plan Strategic Plan for the Bank that is acceptable to the Director, covering at least a three-year period. At the next Board meeting following receipt of the Director’s written determination of no supervisory objection, the Board shall adopt and the Bank (subject to Board review and ongoing monitoring) shall implement and thereafter ensure adherence to the Strategic Plan. The strategic plan Strategic Plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development development, and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives andobjectives, and shall, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) a description of the Bank's targeted market(s) and an assessment of the current and projected risks and competitive factors in its identified target market(s); (c) the strategic goals and objectives to be accomplished; (d) specific actions to improve Bank earnings and accomplish the identified strategic goals and objectives; (e) identification of Bank personnel to be responsible and accountable for achieving each goal and objective of the Strategic Plan, including specific time frames; (f) a financial forecast, to include projections for major balance sheet and income statement accounts, targeted financial ratios, and growth projections over the period covered by the Strategic Plan; (g) a description of the assumptions used to determine financial projections and growth targets; (h) an identification and risk assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and planned future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) the Strategic Plan, with the requirement that the risk assessment of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution new product lines must be completed prior to the accomplishment offering of the goals and objectives developed under (1)(c) of this Article; (f) a management employment succession program to promote the retention and continuity of capable management; (g) such product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frameslines; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) description of control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; specific plans 's markets; (j) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems, and policies and procedures for their adequacy and contribution to establish the accomplishment of the goals and objectives established in the Strategic Plan; (k) a management employment and succession program to promote the retention and continuity of capable management; (l) assigned responsibilities and accountability for the strategic planning process, new products, growth goals, or and proposed changes in the Bank’s 's operating environment; and (km) a description of systems to monitor the Bank’s 's progress in meeting the plan’s Strategic Plan's goals and objectives. (2) Upon adoption, If the Board’s Strategic Plan under paragraph (1) of this Article is a copy sale or merger of the plan shall Bank, the Strategic Plan shall, at a minimum, address the steps that will be forwarded taken and the associated timeline to ensure that a definitive agreement for the Assistant Deputy Comptroller for review and prior sale or merger is executed not later than one-hundred twenty (120) days after the receipt of the Director’s written determination of no supervisory objectionobjection pursuant to paragraph (5) of this Article. Upon If the Strategic Plan outlines a liquidation of the Bank, the Strategic Plan shall detail the actions and steps necessary to accomplish the liquidation in conformance with 12 U.S.C. §§ 181 and 182, and the dates by which each step of the liquidation shall be completed, including the date by which the Bank will terminate the national bank charter. In the event of liquidation, the Bank shall hold a shareholder vote, pursuant to 12 U.S.C. § 181, and commence liquidation within thirty (30) days of receiving a the Director’s written determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere pursuant to the strategic planparagraph (5) of this Article. (3) The At least monthly, the Board shall ensure that review financial reports and earnings analyses prepared by the Bank has processesthat evaluate the Bank's performance against the goals and objectives established in the Strategic Plan, personnelas well as the Bank’s written explanation of significant differences between actual and projected balance sheets, income statements, and control systems to ensure implementation expense accounts, including descriptions of and adherence extraordinary and/or nonrecurring items. Within ten (10) days of the completion of its review, the Board shall submit a copy of the reports to the plan developed pursuant Director. (4) At least quarterly, the Board shall prepare a written evaluation of the Bank's performance against the Strategic Plan, based on the Bank’s monthly reports, analyses, and written explanations of any differences between actual performance and the Bank’s strategic goals and objectives, and shall include a description of the actions the Board will require the Bank to this Article.take to address any shortcomings, which shall be documented in the Board meeting minutes. Within ten

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from After the Assistant Deputy Comptroller, Comptroller has advised the Bank shall implement and adhere that it does not take supervisory objection to the strategic plan. (3) The , the Board shall ensure that the Bank has processes, personnelimmediately implement, and control systems to shall thereafter ensure implementation adherence to, the terms of and adherence to the plan developed pursuant to this Articlestrategic plan.

STRATEGIC PLAN. (1) Within one hundred and twenty (120) daysNo later than January 31, 2013, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) days, the Board shall adoptforward to the Director for his review, implementpursuant to paragraph (5) of this Article, and thereafter ensure Bank adherence to a written strategic plan Strategic Plan for the Bank that is acceptable to the Director, covering at least a three-year period. At the next Board meeting following receipt of the Director's written determination of no supervisory objection, the Board shall adopt and the Bank (subject to Board review and ongoing monitoring) shall implement and thereafter ensure adherence to the Strategic Plan. The strategic plan Strategic Plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development development, and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives andobjectives, and shall, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) a description of the Bank's targeted market(s) and an assessment of the current and projected risks and competitive factors in its identified target market(s); (c) the strategic goals and objectives to be accomplished; (d) specific actions to improve Bank earnings and accomplish the identified strategic goals and objectives; (e) identification of Bank personnel to be responsible and accountable for achieving each goal and objective of the Strategic Plan, including specific time frames; (f) a financial forecast, to include projections for major balance sheet and income statement accounts, targeted financial ratios, and growth projections over the period covered by the Strategic Plan; (g) a description of the assumptions used to determine financial projections and growth targets; (h) an identification and risk assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and planned future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) the Strategic Plan, with the requirement that the risk assessment of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution new product lines must be completed prior to the accomplishment offering of the goals and objectives developed under (1)(c) of this Article; (f) a management employment succession program to promote the retention and continuity of capable management; (g) such product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frameslines; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) description of control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; specific plans 's markets; (j) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems, and policies and procedures for their adequacy and contribution to establish the accomplishment of the goals and objectives established in the Strategic Plan; (k) a management employment and succession program to promote the retention and continuity of capable management; (l) assigned responsibilities and accountability for the strategic planning process, new products, growth goals, or and proposed changes in the Bank’s 's operating environment; and (km) a description of systems to monitor the Bank’s 's progress in meeting the plan’s Strategic Plan's goals and objectives. (2) Upon adoption, If the Board's Strategic Plan under paragraph (1) of this Article is a copy sale or merger of the plan shall Bank, the Strategic Plan shall, at a minimum, describe the actions that will be forwarded taken, including the associated timeline, to execute a definitive agreement for the Assistant Deputy Comptroller for review and prior sale or merger no later than ninety (90) days after the receipt of the Director's written determination of no supervisory objectionobjection pursuant to paragraph (5) of this Article. Upon If the Strategic Plan outlines a liquidation of the Bank, the Strategic Plan shall detail the actions and steps necessary to accomplish the liquidation in conformance with 12 U.S.C. §§ 181 and 182, and the dates by which each step of the liquidation shall be completed, including the date by which the Bank will terminate the national bank charter. In the event that the Strategic Plan outlines liquidation, the Bank shall hold a shareholder vote, pursuant to 12 U.S.C. § 181, and commence liquidation within thirty (30) days of receiving a the Director's written determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere pursuant to the strategic planparagraph (5) of this Article. (3) The At least monthly, the Board shall ensure that review financial reports and earnings analyses prepared by the Bank has processesthat evaluate the Bank's performance against the goals and objectives established in the Strategic Plan, personnelas well as the Bank's written explanation of significant differences between actual and projected balance sheet, income statement, and control systems expense accounts, including descriptions of extraordinary and/or nonrecurring items. (4) At least quarterly, the Board shall prepare a written evaluation of the Bank's performance against the Strategic Plan, based on the Bank's monthly reports, analyses, and written explanations of any differences between actual performance and the Bank's strategic goals and objectives, and shall include a description of the actions the Board will require the Bank to ensure implementation of and adherence take to address any shortcomings, which shall be documented in the plan developed pursuant to this Article.Board meeting minutes. Within ten

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic planand capital plans. (3) At least monthly, the Board shall review financial reports and earnings analyses prepared by the Bank that evaluate the Bank's performance against the goals and objectives established in the Strategic Plan, as well as the Bank’s written explanation of significant differences between actual and projected balance sheets, income statements, and expense accounts, including descriptions of extraordinary and/or nonrecurring items. Within ten (10) days of the completion of its review, the Board shall submit a copy of the reports to the Assistant Deputy Comptroller. (4) At least quarterly, the Board shall prepare a written evaluation of the Bank's performance against the Strategic Plan, based on the Bank’s monthly reports, analyses, and written explanations of any differences between actual performance and the Bank’s strategic goals and objectives, and shall include a description of the actions the Board will require the Bank to take to address any shortcomings, which shall be documented in the Board meeting minutes. Within ten (10) days of completing its evaluation, the Board shall submit a copy to the Assistant Deputy Comptroller. (5) Prior to adoption by the Board, a copy of the Strategic Plan, and any subsequent amendments or revisions, 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 Board shall adopt and the Bank shall immediately implement and adhere to the Strategic Plan. (6) The Bank may not initiate any action that deviates significantly from the Board- approved Strategic Plan without a written determination of no supervisory objection from the Assistant Deputy Comptroller. The Board shall ensure that must give the Bank has processesAssistant Deputy Comptroller advance, personnelwritten notice of its intent to deviate significantly from the Strategic Plan, along with an assessment of the impact of such change on the Bank's condition, including a profitability analysis and an evaluation of the adequacy of the Bank's organizational structure, staffing, management information systems, internal controls, and written policies and procedures to identify, measure, monitor, and control systems to ensure implementation the risks associated with the change in the Strategic Plan. (7) For the purposes of and adherence to the plan developed pursuant to this Article, changes that may constitute a significant deviation from the Strategic Plan include, but are not limited to, a change in the Bank's marketing strategies, marketing partners, underwriting practices and standards, credit administration, account management, collection strategies or operations, fee structure or pricing, accounting processes and practices, or funding strategy, any of which, alone or in aggregate, may have a material impact on the Bank's operations or financial performance; or any other changes in personnel, operations, or external factors that may have a material impact on the Bank's operations or financial performance. For purposes of this paragraph, “personnel” shall include the president, chief executive officer, chief operating officer, chief financial officer, chief credit officer, chief compliance officer, risk manager, auditor, member of the Bank's board of directors, or any other position subsequently identified in writing by the Assistant Deputy Comptroller.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board Bank shall adoptsubmit to the Assistant Deputy Comptroller for review and prior determination of no supervisory objection, implement, and thereafter ensure Bank adherence to a written strategic plan Strategic Plan for the Bank covering at least a three-year period. After receiving notification that no supervisory objection will be made to the Strategic Plan, the Board of the Bank shall immediately adopt, implement, and thereafter ensure adherence to the Strategic Plan. (2) The strategic plan Strategic Plan shall establish objectives for the Bank's ’s overall risk profile, earnings performance, growth, balance sheet mix, any off-balance sheet activities, liability structurefiduciary activities, cash flow, liabilities, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives objectives, and, at a minimum, shall include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's ’s present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) specific earnings and profit goals; (e) time frames for achieving specific earnings and profit goals; (f) an action plan to improve the Bank’s earnings, and to accomplish identified goals and objectives. The action plan shall address, inter alia, individual responsibilities, accountability, and specific time frames for achieving stated goals and objectives; (g) a financial forecast for the three year period covered by the Strategic Plan, broken down on a monthly basis for the first year of the budget and annually for the remaining budget periods, to include projections for major balance sheet and income account statements, cash flow statements, specific earnings and profit goals, and the timeframes needed to achieve them (collectively, an Operating Budget); (h) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized used, and market segments that will be developed, so as to accomplish the Bank’s strategic goals and objectives established in (1)(c) of this Articleobjectives; (ei) an evaluation of the Bank's ’s internal operations, staffing requirements, board Board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and; (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives.; (2m) Upon adoption, a copy provisions for annual Bank Board review and assessment of the plan shall be forwarded Bank’s capital and liquidity positions; (n) specific business assumptions, and how Bank management will, through the year, track and address changes to those assumptions; (o) an analysis of the Assistant Deputy Comptroller Bank’s proposed acquisitions and/or mergers; and (p) provision for an annual Bank Board review of the adequacy of the Bank’s (i) fidelity bond insurance and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller(ii) errors and omissions insurance for its directors, the Bank shall implement officers and adhere to the strategic planemployees. (3) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of of, and adherence to to, the plan Strategic Plan developed pursuant to this Article. (4) Prior to making any changes that may have a material impact on the Strategic Plan adopted pursuant to this Article, the Bank shall give the Assistant Deputy Comptroller thirty (30) days advance written notice of such changes, and shall not implement such changes without receiving a prior determination of no supervisory objection. The Bank expressly acknowledges that if the Assistant Deputy Comptroller issues a written determination of no supervisory objection, the Bank still must comply with the obligations and decisions detailed in this Agreement, as well as any other additional obligations and conditions that the Comptroller deems appropriate. For purposes of this paragraph, changes that may have a material impact on the strategic plan include, but are not limited to, any material changes to: (a) marketing strategies, marketing partners, or acquisition channels; (b) standards for account acquisition (including custodial, administrative or fiduciary); (c) account management strategies; (d) fee structure or incentive pay methods; (e) accounting processes and practices; (f) the current business focus, including entering into or exiting from a business segment; (g) any other changes in personnel, operations or external factors that may have a material impact on the Bank’s operations or financial performance; (h) funding strategies and capital maintenance; and (i) any variance in the Bank’s net pre-tax earnings from the projections contained in the Bank’s Operating Budget that would result in (a) a ten percent (10%) or greater reduction in the Bank’s Tier 1 Capital during any single month; or (b) a cumulative ten percent (10%) or greater reduction in the Bank’s Tier 1 Capital in any three (3) consecutive month period. (5) The Bank shall provide the Assistant Deputy Comptroller, on a quarterly basis, a copy of the monthly Board packages of information provided to each Bank director, which package shall include, at a minimum, a report detailing: (i) the Bank’s profit and loss information; and (ii) Board and Audit Committee minutes, including all attachments.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller Director for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic planSpecial Supervision/Fraud for review. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three year capital program. The program shall include: (a) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off- balance sheet activities; (b) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (c) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; (d) contingency plans that identify alternative methods should the primary source(s) under (c) above not be available; and (e) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; and (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60. (3) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic planand capital plans. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty eighty (120180) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and; (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives; and (m) a written profit plan to improve and sustain the earnings of the Bank. This plan shall include, at minimum, the following elements: (i) identification of the major areas in and means by which the Board will seek to improve the Bank's operating performance; (ii) realistic and comprehensive budgets, including projected balance sheets and year-end income statements; (iii) a budget review process to monitor both the Bank's income and expenses, and to compare actual figures with budgetary projections; and (iv) a description of the operating assumptions that form the basis for major projected income and expense components. (2) Upon adoption, a copy of the strategic plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a three year capital program. The program shall include: (a) specific plans for the maintenance of adequate capital; (b) projections for growth and capital requirements based upon a detailed analysis of the Bank's assets, liabilities, earnings, fixed assets, and off- balance sheet activities; (c) projections of the sources and timing of additional capital to meet the Bank's current and future needs; (d) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank's needs; and (e) contingency plans that identify alternative methods should the primary source(s) under (d) above not be available. (4) Upon completion, the Bank's capital program shall be submitted to the Assistant Deputy Comptroller for prior determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital program. The Board shall ensure that review and update the Bank's capital program on an annual basis, or more frequently if necessary. Copies of the reviews and updates shall be submitted to the Assistant Deputy Comptroller. (5) Effective immediately, the Bank has processes, personnel, may pay a dividend or make a capital (a) when the Bank is in compliance with its approved capital program and control systems to ensure implementation would remain in compliance with its approved capital program immediately following the payment of any dividend; and (b) when the Bank is in compliance with 12 U.S.C. §§ 56 and adherence to the plan developed pursuant to this Article60.

STRATEGIC PLAN. (1) Within one hundred and twenty (120) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the strategic plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from After the Assistant Deputy Comptroller, Comptroller has advised the Bank shall implement and adhere that he does not object to the strategic plan. , which decision shall occur within thirty (330) The days of receipt, the Board shall ensure that the Bank has processes, personnelimmediately implement, and control systems to shall thereafter ensure implementation adherence to, the terms of and adherence to the plan developed pursuant to this Articlestrategic plan.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller ADC for review and prior written determination of no supervisory objection. Upon receiving a determination of no After the ADC has advised the Bank that it does not take supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) The , the Board shall ensure that the Bank has processes, personnelimmediately implement, and control systems to shall thereafter ensure implementation adherence to, the terms of and adherence to the plan developed pursuant to this Articlestrategic plan.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) days, the Board shall revise, adopt, implement, implement and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The revised strategic plan shall establish objectives for the Bank's ’s overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include or continue to include: (a) a A mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an An assessment of the Bank's ’s present and future operating environment; (c) the The development of strategic goals and objectives to be accomplished over the short and long term; (d) an An identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized utilized, and market segments that the Bank intends to promote and develop to accomplish the strategic goals and objectives established in Paragraph (1)(c) of this Article; (e) an An evaluation of the Bank's ’s internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under Paragraph (1)(c) of this Article; (f) a A management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an An action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (ih) a A financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (ji) control Control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; specific ; (j) Specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (k) systems Systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the revised strategic plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the revised strategic plan. (3) The Bank must give the Assistant Deputy Comptroller at least forty-five (45) days advance, written notice of its intent to deviate significantly from the revised strategic plan. (4) For purposes of this Article, changes that may constitute a significant deviation from the revised strategic plan include, but are not limited to, any significant deviation from marketing strategies, marketing partners, acquisition channels; underwriting practices and standards, account management strategies and test programs; collection strategies, partners or operations; fee structure, pricing, or fee application methods; accounting processes and practices; funding strategy; or any other changes in personnel, operations, or external factors that may have a material impact on the Bank’s operations or financial performance. (5) Prior to making any changes that significantly deviate from the Bank’s revised strategic plan, the Board shall ensure that perform an evaluation of the Bank has processesadequacy of the Bank’s organizational structure, personnelstaffing, management information systems, internal controls and written policies and procedures to identify, measure, monitor, and control systems to ensure implementation the risks associated with the change. The evaluation should include an assessment of and adherence the impact of such change on the Bank’s condition, including profitability analysis. The Board shall submit a copy of the evaluation to the OCC for its prior review and prior determination of no supervisory objection. (6) Until the Bank receives from the Assistant Deputy Comptroller a written notice of no supervisory objection to the revised strategic plan developed pursuant to as required by Paragraph (2) of this Article, the Bank shall not increase its total loans by more than ten percent (10%) from the amount reported in its June 30, 2007 Consolidated Report of Condition (“Call Report”).

STRATEGIC PLAN. (1) Within one hundred and twenty forty-five (12045) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming non-performing assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s 's present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems systems, and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (ig) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (jh) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s 's operating environment; ; (i) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kj) systems to monitor the Bank’s 's progress in meeting the plan’s 's goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic planapproval. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty (120) daysBy November 30, 2010, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term, including an assessment of whether the sale, merger, or liquidation of the Bank is in the best interests of the Bank, its shareholders, and its depositors; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume level of nonperforming assetsinterest rate risk, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s 's present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in paragraph (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified a mission statement that forms the framework for the establishment of strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s 's operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s 's operating environment; and; (kl) systems to monitor the Bank’s 's progress in meeting the plan’s 's goals and objectives; and (m) contingency plans that identify alternative methods should established strategic objectives not be achieved as described in (a) through (1) above. The contingency plans must also include an option to sell, merge or liquidate the bank with corresponding triggers, timeframes and a detailed process. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and operating performance and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) The Bank must give the Assistant Deputy Comptroller at least sixty (60) days’ advance, written notice of its intent to deviate significantly from the strategic plan. (a) For purposes of this Article, changes that may constitute a significant deviation from the strategic plan include, but are not limited to, any significant deviations from marketing strategies, marketing partners, acquisition channels; underwriting practices and standards, account management strategies and test programs; collection strategies, partners or operations; fee structure, pricing, or fee application methods; accounting processes and practices; funding strategy; loan growth projections; or any other changes in personnel, operations or external factors that may have a material impact on the Bank's operations or financial performance. (b) Prior to making any changes that significantly deviate from the Bank's strategic plan, the Board shall perform an evaluation of the adequacy of the Bank's organizational structure, staffing, management information systems, internal controls and written policies and procedures to identify, measure, monitor, and control the risks associated with the product or service. The evaluation shall include an assessment of the impact of such change on the Bank's condition, including a profitability analysis. (4) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty (120) daysBy March 31, 2003, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (cb) the development of strategic goals and objectives to be accomplished over the short and long term; (dc) an identification of the Bank’s present and future product lines (assets assets, liabilities, and liabilitiessubsidiaries) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(b) of this Article; (d) control systems to mitigate risks associated with current operating subsidiaries, planned new products, growth, or any proposed changes in the Bank’s operating environment; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c1)(b) of this Article; (f) a management employment succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time framesframes (refer to Article V – Profit Plan); (ig) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic planplan (refer to Article IV - Capital Plan and Higher Minimums); (jh) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (ki) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering Bank, which shall cover at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) The Bank shall give the Assistant Deputy Comptroller at least sixty (60) days advance, written notice of its intent to deviate significantly from the strategic plan and shall obtain a prior written determination of no supervisory objection to the significant deviation from the original strategic plan. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the revised strategic plan. (a) For purposes of this Article, changes that may constitute a significant deviation from the strategic plan include, but are not limited to, any significant deviations from marketing strategies, marketing partners, acquisition channels; underwriting practices and standards, account management strategies and test programs; collection strategies, partners or operations; fee structure, pricing, or fee application methods; accounting processes and practices; funding strategy; or any other changes in personnel, operations or external factors that may have a material impact on the Bank's operations or financial performance. (b) Prior to making any changes that significantly deviate from the Bank's strategic plan, the Board shall perform an evaluation of the adequacy of the Bank's organizational structure, staffing, management information systems, internal controls and written policies and procedures to identify, measure, monitor, and control the risks associated with the product or service. The evaluation shall include an assessment of the impact of such changes on the Bank's condition, including a profitability analysis. (4) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty (120) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (cb) the development of strategic goals and objectives to be accomplished over the short and long term; (dc) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1)(b) of this Article; (ed) an evaluation of the Bank's internal operationsstaffing requirements (especially the structure, expertise, and level of staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to in the accomplishment of the goals and objectives developed under (1)(c) of this ArticleBank’s loan department); (fe) a management employment succession program to promote the retention and continuity of capable management; (gf) product line development and market segments that the Bank intends to promote or develop; (hg) an action a written profit plan to improve bank and sustain the earnings and accomplish identified strategic goals and objectivesof the Bank, including individual responsibilitieswhich shall include, accountability and specific time frames;at minimum, the following elements: (i) a financial forecast identification of the major areas in and means by which the Board will seek to include projections for major balance sheet and income statement accounts and desired financial ratios over improve the period covered by the strategic planBank's operating performance; (jii) realistic and comprehensive budgets, including projected balance sheets and year-end income statements; (iii) a budget review process to monitor both the Bank's income and expenses, and compare actual figures with budgetary projections; and (iv) a description of the operating assumptions that form the basis for major projected income and expense components. (h) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (i) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kj) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoptioncompletion, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, maintained in the Bank shall implement and adhere to available for inspection by the strategic planOCC examiners. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and; (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives; and (m) contingency plans that identify alternative methods should established strategic objectives not be achieved as described in paragraphs (a) through (h) above. The contingency plans must also include an option to sell, merge or liquidate the Bank with corresponding triggers, timeframes and a detailed process. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty forty-five (12045) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a an updated written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's ’s overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's ’s present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification evaluation of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board Board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (fe) a management employment and succession program to promote the retention and continuity of capable management; (gf) product line development an action plan to reduce the bank’s reliance on brokered deposits and market segments that the Bank intends to promote or developother noncore funding sources; (hg) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (ih) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (ji) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and; (kj) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives; and (k) the revisions to the strategic plan required under Article VIII, Dependence on Wholesale or Credit Sensitive Liabilities. (2) Within forty-five (45) days, the Board shall develop, implement, and thereafter ensure Bank adherence to an updated three year capital program. The program shall include: (a) projections for growth and capital requirements based upon a detailed analysis of the Bank’s assets, liabilities, earnings, fixed assets, and off-balance sheet activities; (b) projections of the sources and timing of additional capital to meet the Bank’s current and future needs; (c) the primary source(s) from which the Bank will strengthen its capital structure to meet the Bank’s needs; (d) contingency plans that identify alternative methods should the primary source(s) under (c) above not be available; and (e) a dividend policy that permits the declaration of a dividend only: (i) when the Bank is in compliance with its approved capital program; and (ii) when the Bank is in compliance with 12 U.S.C. §§ 56 and 60; and (iii) with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the dividend policy. (3) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (34) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty (120) daysBy December 31, 2022, the Board shall adoptsubmit to the ADC for review and prior written determination of no supervisory objection an acceptable, implementrevised, and thereafter ensure Bank adherence to a written strategic plan for the Bank Bank, covering at least a three-year periodperiod (Strategic Plan). The strategic plan Strategic Plan shall establish objectives for the Bank's ’s overall risk profile, earnings performance, asset growth, balance sheet mix, off-balance sheet activities, liability structure, and capital and liquidity adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives andobjectives, and shall, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectivesobjectives to be accomplished, including key financial indicators and risk tolerances; (b) an assessment of the Bank's present ’s strengths, weaknesses, opportunities, and future operating environmentthreats that impact its strategic goals and objectives; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems systems, policies, and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Articleprocedures; (fd) a management employment and succession program plan designed to promote the retention adequate staffing and continuity of capable management; (ge) product line development a realistic and market segments comprehensive budget that corresponds to the Bank intends to promote or developStrategic Plan’s goals and objectives; (hf) an action plan to improve bank and/or sustain the Bank’s earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (ig) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic planStrategic Plan; (h) a detailed description and assessment of major capital expenditures required to achieve the goals and objectives of the Strategic Plan; (i) an identification and prioritization of initiatives and opportunities, including timeframes that comply with the requirements of this Agreement; (j) control a description of the Bank’s target market(s) and competitive factors in its identified target market(s), and a description of controls systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; specific plans target market(s); (k) an identification and assessment of the present and planned product lines (assets and liabilities) and the identification of appropriate risk management systems to establish responsibilities identify, measure, monitor, and control risks within the product lines; (l) assigned roles, responsibilities, and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environmentplanning; including adequate executive management and staffing and sufficient training for assigned roles and responsibilities; and (km) a description of systems and metrics designed to monitor the Bank’s progress in meeting the planStrategic Plan’s goals and objectives, including measures and controls to ensure the Bank operates within its internal policy limits and including remediation plan processes and requirements when approaching or exceeding internal policy limits; remediation plans must identify responsible management, plans to operate within policy limits, timelines to return to operation within policy limits, and projections that support each timeline. (2) Upon adoption, If the Strategic Plan under paragraph (1) of this Article includes a copy proposed sale or merger of the plan Bank, including a transaction pursuant to 12 USC 215a-3 the Strategic Plan shall, at a minimum, address the steps that shall be forwarded taken and the associated timeline to effect the implementation of that alternative. (3) Within thirty (30) days following receipt of the ADC’s written determination of no supervisory objection to the Assistant Deputy Comptroller Strategic Plan or to any subsequent amendment to the Strategic Plan, the Board shall adopt and Bank management, subject to Board review and ongoing monitoring, shall immediately implement and thereafter ensure adherence to the Strategic Plan. (4) The Board shall review the effectiveness of the Strategic Plan at least annually, and more frequently if necessary or if required by the OCC in writing, and amend the Strategic Plan as needed or directed by the OCC. Any amendment to the Strategic Plan must be submitted to the ADC for review and prior written determination of no supervisory objection. Upon receiving . (5) Until the Strategic Plan required under this Article has been submitted by the Bank for the ADC’s review, has received a prior written determination of no supervisory objection from the Assistant Deputy ComptrollerADC, and has been adopted by the Board, the Bank shall implement not significantly deviate from the products, services, asset composition and adhere size, funding sources, structure, operations, policies, procedures, and markets of the Bank that existed immediately before the effective date of this Agreement, without first obtaining the ADC’s prior written determination of no supervisory objection to the strategic plansuch significant deviation. (36) The Board shall ensure Bank may not initiate any action that significantly deviates from a Strategic Plan (that has received prior written determination of no supervisory objection from the ADC and has been adopted by the Board) without a prior written determination of no supervisory objection from the ADC. (7) Any request by the Bank has processesfor prior written determination of no supervisory objection to a significant deviation described in paragraphs (4) or (5) of this Article shall be submitted in writing to the ADC at least thirty (30) days in advance of the proposed significant deviation. Such written request by the Bank shall include an assessment of the effects of such proposed change on the Bank’s condition and risk profile, personnelincluding a profitability analysis and an evaluation of the adequacy of the Bank’s organizational structure, staffing, management information systems, internal controls, and written policies and procedures to identify, measure, monitor, and control systems to ensure implementation the risks associated with the proposed change. (8) For the purposes of this Article, changes that may constitute a significant deviation include, but are not limited to, a change in the Bank’s marketing strategies, products and adherence services, marketing partners, underwriting practices and standards, credit administration, account management, collection strategies or operations, fee structure or pricing, accounting processes and practices, or funding strategy, any of which, alone or in the aggregate, may have a material effect on the Bank’s operations or financial performance; or any other changes in personnel, operations, or external factors that may have a material effect on the Bank’s operations or financial performance. (9) At least monthly, a written evaluation of the Bank’s performance against the Strategic Plan shall be prepared by Bank management and submitted to the plan developed pursuant Board. Within fifteen (15) days after submission of the evaluation, the Board shall review the evaluation and determine the corrective actions the Board will require Bank management to this Articletake to address any identified shortcomings. The Board’s review of the evaluation and discussion of any required corrective actions to address any identified shortcomings shall be documented in the Board’s meeting minutes. Upon completion of the Board’s review, the Board shall submit to the ADC a copy of the evaluation as well as a detailed description of the corrective actions the Board will require the Bank to take to address any identified shortcomings.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, review and thereafter ensure cause the Bank adherence to a written revise as necessary the Bank’s strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment in light of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends expects to promote or develop; (h) an action a plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller Director for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) The Board shall ensure that cause the Bank has to have the processes, personnel, and control systems to ensure implementation of and adherence to the plan developed pursuant to this Article.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) daysdays of the date of this Agreement, the Board shall adopt, implement, submit to the ADC for review and thereafter ensure Bank adherence to a prior written determination of no supervisory objection an acceptable written strategic plan for the Bank Bank, covering at least a three-three (3) year periodperiod (“Strategic Plan”). The strategic plan Strategic Plan shall establish objectives for the Bank's ’s overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital and liquidity adequacy, reduction in the volume of nonperforming assets, and product line development development, and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives andobjectives, and shall, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over accomplished, including key financial indicators, risk tolerances, and realistic strategies to improve the short overall condition of the Bank, including identification and long termprioritization of initiatives and opportunities and tracking of progress in compliance with the requirements of this Agreement; (db) a risk profile that evaluates credit, interest rate, liquidity, price, operational, compliance, strategic, and reputation risks in relationship to capital; (c) an identification and assessment of the Bank’s present and future planned product lines (assets and liabilities) that will be utilized and the identification of appropriate risk management systems to accomplish identify, measure, monitor, and control risks within the strategic goals and objectives established in (1)(c) of this Articleproduct lines; (ed) an evaluation of the Bank's ’s internal operations, staffing requirements, board and management information systems and policies systems, policies, and procedures for their adequacy and contribution to the accomplishment of the strategic goals and objectives developed under paragraph (1)(c1)(a) of this Article; (f) a management employment succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (ie) a financial forecast to include projections for major significant balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan;Strategic Plan; and (jf) control systems to mitigate risks associated with planned new productsassigned roles, growthresponsibilities, or any proposed changes in the Bank’s operating environment; specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (k) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, If the Strategic Plan under paragraph (1) of this Article includes a copy proposed sale or merger of the plan Bank, the Strategic Plan shall, at a minimum, address the steps that shall be forwarded taken and the associated timeline to effect the implementation of that alternative. (3) Within thirty (30) days following the Board’s receipt of the ADC’s written determination of no supervisory objection to the Assistant Deputy Comptroller Strategic Plan or to any subsequent update or amendment to the Strategic Plan, the Board shall adopt and Bank management, subject to Board review and ongoing monitoring, shall immediately implement and thereafter ensure adherence to the Strategic Plan. The Board shall review the effectiveness of the Strategic Plan and update the Strategic Plan to cover the next three-year period at least annually, and more frequently if necessary or if required by the OCC in writing. The Board shall amend the Strategic Plan as needed or directed by the OCC. Any update or amendment to the Strategic Plan must be submitted to the ADC for review and prior written determination of no supervisory objection. Upon receiving . (4) Until the Strategic Plan required under this Article has been submitted by the Bank for the ADC’s review, has received a written determination of no supervisory objection from the Assistant Deputy ComptrollerADC, and has been adopted by the Board, the Bank shall implement not significantly deviate from the products, services, asset composition and adhere size, funding sources, structure, operations, policies, procedures, and markets of the Bank that existed immediately before the effective date of this Formal Agreement without first obtaining the ADC’s prior written determination of no supervisory objection to the strategic plansuch significant deviation. (35) The Board shall ensure Bank may not initiate any action that significantly deviates from a Strategic Plan (that has received written determination of no supervisory objection from the ADC and has been adopted by the Board) without a prior written determination of no supervisory objection from the ADC. (6) Any request by the Bank has processesfor prior written determination of no supervisory objection to a significant deviation described in paragraphs (4) or (5) of this Article shall be submitted in writing to the ADC at least sixty (60) days in advance of the proposed significant deviation. Such written request by the Bank shall include an assessment of the effects of such proposed change on the Bank’s condition and risk profile, personnelincluding a profitability analysis and an evaluation of the adequacy of the Bank’s organizational structure, staffing, management information systems, internal controls, and written policies and procedures to identify, measure, monitor, and control systems to ensure implementation the risks associated with the proposed change. (7) For the purposes of this Article, changes that may constitute a significant deviation include, but are not limited to, a change in the Bank’s markets, marketing strategies, products and adherence services, marketing partners, underwriting practices and standards, credit administration, account management, collection strategies or operations, fee structure or pricing, accounting processes and practices, asset composition and size, or funding strategy, any of which, alone or in the aggregate, may have a material effect on the Bank’s operations or financial performance; or any other changes in personnel, operations, or external factors that may have a material effect on the Bank’s operations or financial performance. (8) Within thirty (30) days after the end of each quarter, a written evaluation of the Bank’s performance against the Strategic Plan shall be prepared by Bank management and submitted to the plan developed pursuant Board. Within thirty (30) days after submission of the evaluation, the Board shall review the evaluation and determine the corrective actions the Board will require Bank management to this Articletake to address any identified shortcomings. The Board’s review of the evaluation and discussion of any required corrective actions to address any identified shortcomings shall be documented in the Board’s meeting minutes. Upon completion of the Board’s review, the Board shall submit to the ADC a copy of the evaluation as well as a detailed description of the corrective actions the Board will require the Bank to take to address any identified shortcomings.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) daysdays of the date of this Agreement, the Board shall adopt, implement, submit to the ADC for review and thereafter ensure Bank adherence to a prior written determination of no supervisory objection an acceptable written strategic plan for the Bank Bank, covering at least a three-year periodperiod (“Strategic Plan”). The strategic plan Strategic Plan shall establish objectives for the Bank's ’s overall risk profile, earnings performance, growthgrowth expectations, balance sheet mix, off-balance sheet activities, liability structure, and capital and liquidity adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives andobjectives, and shall, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over accomplished, including key financial indicators and risk tolerances; (c) an assessment of the short Bank’s strengths, weaknesses, opportunities and long termthreats that impact its strategic goals and objectives; (d) an identification of the Bank’s present dividend declaration and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Articlepayment plans; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies systems, policies, and procedures for their adequacy and contribution to the accomplishment of the strategic goals and objectives developed under paragraph (1)(c1)(b) of this Article; (f) a management employment and succession program plan designed to promote the retention adequate staffing and continuity of capable management; (g) product line development a realistic and market segments comprehensive budget that corresponds to the Bank intends to promote or developStrategic Plan’s goals and objectives; (h) an action plan to improve bank and sustain the Bank’s earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic planStrategic Plan; (j) control a detailed description and assessment of major capital expenditures required to achieve the goals and objectives of the Strategic Plan; (k) an identification of expenses that can be reduced; (l) an identification and prioritization of initiatives and opportunities, including timeframes that comply with the requirements of this Agreement; (m) a description of the Bank’s target market(s) and competitive factors in its identified target market(s), and a description of controls systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; specific plans target market(s) by which the Board and management will seek to establish responsibilities improve earnings performance and ensure profitability; (n) an identification and assessment of the present and planned product lines (assets and liabilities) and the identification of appropriate risk management systems to identify, measure, monitor, and control risks within the product lines; (o) concentration limits commensurate with the Bank’s strategic goals and objectives and risk profile; (p) assigned roles, responsibilities, and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environmentplanning; and (kq) a description of systems and metrics designed to monitor the Bank’s progress in meeting the planStrategic Plan’s goals and objectives. (2) Upon adoption, If the Strategic Plan under paragraph (1) of this Article includes a copy proposed sale or merger of the plan Bank, including a transaction pursuant to 12 U.S.C. § 215a-3 the Strategic Plan shall, at a minimum, address the steps that shall be forwarded taken and the associated timeline to effect the implementation of that alternative. (3) Within thirty (30) days following receipt of the ADC’s written determination of no supervisory objection to the Assistant Deputy Comptroller Strategic Plan or to any subsequent amendment to the Strategic Plan, the Board shall adopt and Bank management, subject to Board review and ongoing monitoring, shall immediately implement and thereafter ensure adherence to the Strategic Plan. The Board shall review the effectiveness of the Strategic Plan at least annually, and more frequently if necessary or if required by the OCC in writing, and amend the Strategic Plan as needed or directed by the OCC. Any amendment to the Strategic Plan must be submitted to the ADC for review and prior written determination of no supervisory objection. Upon receiving . (4) Until the Strategic Plan required under this Article has been submitted by the Bank for the ADC’s review, has received a written determination of no supervisory objection from the Assistant Deputy ComptrollerADC and has been adopted by the Board, the Bank shall implement not significantly deviate from the products, services, asset composition and adhere size, funding sources, structure, operations, policies, procedures, and markets of the Bank that existed immediately before the effective date of this Formal Agreement without first obtaining the ADC’s prior written determination of no supervisory objection to the strategic plansuch significant deviation. (35) The Board shall ensure Bank may not initiate any action that significantly deviates from a Strategic Plan (that has received written determination of no supervisory objection from the ADC and has been adopted by the Board) without a prior written determination of no supervisory objection from the ADC. (6) Any request by the Bank has processesfor prior written determination of no supervisory objection to a significant deviation described in paragraphs (4) or (5) of this Article shall be submitted in writing to the ADC at least thirty (30) days in advance of the proposed significant deviation. Such written request by the Bank shall include an assessment of the effects of such proposed change on the Bank’s condition and risk profile, personnelincluding a profitability analysis and an evaluation of the adequacy of the Bank’s organizational structure, staffing, management information systems, internal controls, and written policies and procedures to identify, measure, monitor, and control systems to ensure implementation the risks associated with the proposed change. (7) For the purposes of this Article, changes that may constitute a significant deviation include, but are not limited to, a change in the Bank’s marketing strategies, products and adherence services, marketing partners, underwriting practices and standards, credit administration, account management, collection strategies or operations, fee structure or pricing, accounting processes and practices, or funding strategy, any of which, alone or in the aggregate, may have a material effect on the Bank’s operations or financial performance; or any other changes in personnel, operations, or external factors that may have a material effect on the Bank’s operations or financial performance. (8) At least quarterly, a written evaluation of the Bank’s performance against the Strategic Plan shall be prepared by Bank management and submitted to the plan developed pursuant Board. Within thirty (30) days after submission of the evaluation, the Board shall review the evaluation and determine the corrective actions the Board will require Bank management to this Articletake to address any identified shortcomings. The Board’s review of the evaluation and discussion of any required corrective actions to address any identified shortcomings shall be documented in the Board’s meeting minutes. Upon completion of the Board’s review, the Board shall submit to the ADC a copy of the evaluation as well as a detailed description of the corrective actions the Board will require the Bank to take to address any identified shortcomings.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) daysdays from the effective date of this Agreement, the Board shall adopt, implement, and thereafter while this Agreement is in effect ensure Bank adherence to a written strategic plan for the Bank covering Bank, which shall cover at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growthgrowth expectations, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework frameword for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification indemnification of the Bank’s 's present and future product lines (assets and liabilities) that will be utilized to accomplish the accomplishthe strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems sysytems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank Bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames, which shall include: (i) identification of the major areas in and means by which the Board will seek to improve the Bank's operating performance: (ii) realistic and comprehensive budgets, including projected balance sheets and year-end income statements; (iii) a budget review process to monitor both the Bank's income and expenses, and to compare actual figures with budgetary projections; and (iv) a description of the operating assumptions that form the basis for major projected income and expense components. (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to to, a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (fe) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (hf) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (ig) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (jh) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (i) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kj) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller ADC for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from After the Assistant Deputy Comptroller, ADC has advised the Bank shall implement and adhere that it does not object to the strategic plan. (3) The , the Board shall ensure that the Bank has processes, personnelimmediately implement, and control systems to shall thereafter ensure implementation adherence to, the terms of and adherence to the plan developed pursuant to this Articlestrategic plan.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board Board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank Bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty (120) daysBy March 31, 2020, the Board shall adoptforward to the Assistant Deputy Comptroller, implementpursuant to paragraph (3) of this Article, and thereafter ensure Bank adherence to a revised written strategic plan Strategic Plan for the Bank Bank, covering at least a three-year period. The strategic plan Strategic Plan shall establish objectives for the Bank's ’s overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, and capital and liquidity adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives andobjectives, and shall, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over accomplished, including key financial indicators and risk tolerances; (c) an assessment of the short Bank’s strengths, weaknesses, opportunities and long termthreats that impact its strategic goals and objectives; (d) an identification of the Bank’s present plan to service current and future product lines anticipated subordinated debt including the Bank’s plan to repay debt at the holding company (assets both current and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Articleanticipated); (e) the Bank’s dividend declaration and payment plans; (f) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies systems, policies, and procedures for their adequacy and contribution to the accomplishment of the strategic goals and objectives developed under paragraph (1)(c1)(b) of this Article; (fg) a management employment and succession program plan designed to promote the retention adequate staffing and continuity of capable management; (gh) product line development a realistic and market segments comprehensive budget that corresponds to the Bank intends to promote or developStrategic Plan’s goals and objectives; (hi) an action plan to improve bank and sustain the Bank’s earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (ij) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic planStrategic Plan; (jk) control a detailed description and assessment of major capital expenditures required to achieve the goals and objectives of the Strategic Plan; (l) an identification of expenses that can be reduced; (m) provide support for executive compensation levels; (n) an identification and prioritization of initiatives and opportunities, including timeframes that comply with the requirements of this Agreement; (o) a description of the Bank’s target market(s) and competitive factors in its identified target market(s), and a description of controls systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; specific plans target market(s); (p) an identification and assessment of the present and planned product lines (assets and liabilities) and the identification of appropriate risk management systems to establish responsibilities identify, measure, monitor, and control risks within the product lines; (q) concentration limits commensurate with the Bank’s strategic goals and objectives and risk profile; (r) assigned roles, responsibilities, and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environmentplanning; and (ks) a description of systems and metrics designed to monitor the Bank’s progress in meeting the planStrategic Plan’s goals and objectives. (2) Upon adoptionIf the Strategic Plan under paragraph (1) of this Article includes a proposed sale or merger of the Bank, including a transaction pursuant to 12 U.S.C. § 215a-3 the Strategic Plan shall, at a minimum, address the steps that shall be taken and the associated timeline to effect the implementation of that alternative. (3) Prior to adoption by the Board, a copy of the plan revised Strategic Plan, and any subsequent amendments, revisions, or updates, shall be forwarded submitted to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving At the next Board meeting following receipt of the Assistant Deputy Comptroller’s written determination of no supervisory objection, the Board shall adopt and Bank management, subject to Board review and ongoing monitoring, shall immediately implement and ensure adherence to the Strategic Plan and any amendments or revisions thereto. (4) Until the Strategic Plan required under this Article has been submitted by the Bank for the Assistant Deputy Comptroller’s review, has received a written determination of no supervisory objection from the Assistant Deputy Comptroller and has been adopted by the Board, the Bank shall not significantly deviate from the products, services, asset composition and size, funding sources, structure, operations, policies, procedures, and markets of the Bank that existed immediately before the effective date of this Formal Agreement without first obtaining the Assistant Deputy Comptroller’s prior written determination of no supervisory objection to such significant deviation. (5) The Bank may not initiate any action that significantly deviates from a Strategic Plan (that has received written determination of no supervisory objection from the Assistant Deputy Comptroller and has been adopted by the Board) without a prior written determination of no supervisory objection from the Assistant Deputy Comptroller, . (6) Any request by the Bank for prior written determination of no supervisory objection to a significant deviation described in paragraphs (4) or (5) of this Article shall be submitted in writing to the Assistant Deputy Comptroller at least sixty (60) days in advance of the proposed significant deviation. Such written request by the Bank shall implement include an assessment of the effects of such proposed change on the Bank’s condition and adhere risk profile, including a profitability analysis and an evaluation of the adequacy of the Bank’s organizational structure, staffing, management information systems, internal controls, and written policies and procedures to identify, measure, monitor, and control the strategic planrisks associated with the proposed change. (37) The Board shall ensure For the purposes of this Article, changes that may constitute a significant deviation include, but are not limited to, a change in the Bank has processesBank’s marketing strategies, products and services, marketing partners, underwriting practices and standards, credit administration, account management, collection strategies or operations, fee structure or pricing, accounting processes and practices, or funding strategy, any of which, alone or in aggregate, may have a material effect on the Bank’s operations or financial performance; or any other changes in personnel, operations, or external factors that may have a material effect on the Bank’s operations or financial performance. (8) At least quarterly, a written evaluation of the Bank’s performance against the Strategic Plan shall be prepared by Bank management and control systems to ensure implementation of and adherence submitted to the plan developed pursuant to this Article.Board. Within thirty

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) a plan to reduce the Bank’s reliance upon borrowings to fund asset growth; (i) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (ij) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (jk) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (l) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (km) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from After the Assistant Deputy ComptrollerComptroller has advised the Bank that it does not take supervisory objection to the strategic plan, the Bank Board shall implement immediately implement, and adhere to shall thereafter ensure adherence to, the terms of the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) contingency plans that identify alternative methods should the primary source(s) under (h) above not be available; (j) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan, including considerations for additional expected loan loss provisions and operating expenses needed to improve risk management practices to address the requirements of this formal agreement; (jk) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (l) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (km) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoptionPrior to adoption of the strategic plan by the Board, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory non-objection. Upon Such determination will be made within thirty (30) days of receipt of the strategic plan. Immediately upon receiving a determination of no supervisory objection from non-objection, the strategic plan shall be implemented. Copies of any reviews and updates shall be submitted to the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) The Bank must give the Assistant Deputy Comptroller at least sixty (60) days’ advance, written notice of its intent to deviate significantly from the strategic plan. (a) For purposes of this Article, changes that may constitute a significant deviation from the strategic plan include, but are not limited to, any significant deviations from marketing strategies, marketing partners, acquisition channels; underwriting practices and standards, account management strategies and test programs; collection strategies, partners or operations; fee structure, pricing, or fee application methods; accounting processes and practices; funding strategy; loan growth projections; or any other changes in personnel, operations or external factors that may have a material impact on the Bank's operations or financial performance. (b) Prior to making any changes that significantly deviate from the Bank's strategic plan, the Board shall ensure that perform an evaluation of the Bank has processesadequacy of the Bank's organizational structure, personnelstaffing, management information systems, internal controls and written policies and procedures to identify, measure, monitor, and control systems to ensure implementation the risks associated with the product or service. The evaluation shall include an assessment of and adherence to the plan developed pursuant to this Articleimpact of such change on the Bank's condition, including a profitability analysis.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to to, a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (fe) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (hf) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (ig) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (jh) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (i) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kj) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller ADC for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from After the Assistant Deputy Comptroller, ADC has advised the Bank shall implement and adhere that it does not object to the strategic plan. (3) The , the Board shall ensure that the Bank has processes, personnelimmediately implement, and control systems to shall thereafter ensure implementation adherence to, the terms of and adherence to the plan developed pursuant to this Articlestrategic plan.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) daysdays of the date of this Agreement,, the Board shall adopt, implement, and thereafter ensure Bank adherence to develop a written strategic plan for the Bank covering at least the next three years (hereafter the “Bank’s Three-Year Plan”), complete with specific time frames that incorporate the strategic and other requirements of this Article. A copy of the Bank’s Three-Year Plan shall be forwarded to the Assistant Deputy Comptroller for a threeprior written determination of no supervisory objection. (2) The Bank’s Three-year period. The strategic plan Year Plan shall establish objectives and projections for the Bank's ’s overall risk profile, earnings performance, growthgrowth expectations, balance sheet mix, off-off- balance sheet activities, liability structure, capital and liquidity adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with specific strategies to achieve those objectives objectives, that are specific, measurable, verifiable, and, at a minimum, address or include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's ’s present and future operating environment; (c) the development of strategic goals and objectives quantifiable measures with specific implementation dates, individual responsibilities, and accountability to be accomplished over ensure the short Bank attains sustained earnings to support capital and long termliquidity; (d) an the identification of the Bank’s present and future product lines line development (assets and liabilities) and market segments that will be utilized the Bank intends to accomplish the strategic goals and objectives established in (1)(c) of this Articledevelop or promote; (e) an evaluation of the Bank's ’s internal operations, staffing requirements, board Board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of pursuant to this Article; (f) a management employment succession program specific plans to promote establish responsibilities and accountability for the retention strategic planning process, new products, proposed changes in the Bank’s operating environment, reduction of problem assets, and continuity Bank-wide consistent application of capable managementpolicies and procedures; (g) product line development specific management, staffing and market segments that other changes necessary to implement the Bank intends to promote or developBank’s Three-Year Plan and attain compliance with this Agreement.; (h) an action plan control systems to improve bank earnings identify and accomplish identified strategic goals reduce risk to earnings, capital, reputation, and objectivesliquidity, including individual responsibilities, accountability and specific time framesrisks associated with any proposed changes in the Bank’s operating environment; (i) recognition that the Bank cannot offer or introduce new products, enter new market segments, or significantly expand any existing product unless it first develops appropriate systems, controls, and expertise to manage and control the associated risks; (j) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by next three years that shall address or include consideration of the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environmentrequirements of this Article; and (k) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (23) Upon adoption, a copy of the plan 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 Board shall immediately implement and adhere to the strategic plan. (3) The Board shall thereafter ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the plan developed pursuant to this ArticleBank’s Three-Year Plan.

STRATEGIC PLAN. (1) Within one hundred and twenty ninety (12090) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in paragraph (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under Paragraph (1)(c) of this Article; (f) a management employment succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings earnings, meet capital levels developed under Paragraph (1)(c) of this Article, control liquidity risk, reduce credit risk and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (ig) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan, which projections are consistent with projections developed under Article XI of this Agreement; (jh) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (i) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and; (kj) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives., and; (2k) systems to monitor the accuracy of data supporting the forecasts and projections developed under Paragraph (1)(g) of this Article. Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's ’s overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's ’s present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c1 )(c) of this Article; (e) an evaluation of the Bank's ’s internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (hg) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (ih) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (ji) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (j) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (k) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.

STRATEGIC PLAN. (1) Within one hundred and twenty sixty (12060) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan.Upon (3) 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.

STRATEGIC PLAN. (1) The Bank shall continue its existing practice of strategic plan development and review. The strategic plan that is in the process of being finalized shall be submitted to the Board. Within one hundred and twenty ninety (12090) daysdays from the date this Agreement is executed, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1)(c) of this Article; (e) an evaluation of the Bank's internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1)(c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank regarding earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; ; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (kl) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon Prior to adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller Director for Special Supervision/Fraud for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) 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.