Common use of STRATEGIC PLAN Clause in Contracts

STRATEGIC PLAN. (1) Within ninety (90) days of the date of this Agreement, the Board shall submit to the ADC for review and prior written determination of no supervisory objection an acceptable revised written strategic plan for the Bank, covering at least a three (3) year period (“Strategic Plan”). The Strategic Plan shall establish objectives for the Bank’s overall risk profile, balance sheet mix, funding structure, interest rate risk, liquidity and capital adequacy, earnings performance, and asset and core deposit growth, together with strategies to achieve those objectives, and shall include at a minimum: (a) the specific strategic goals and objectives, with performance metrics, for the areas under paragraph (1) of this Article, including key financial indicators, risk tolerances, and timeframes for completion; (b) specific goals for demand deposit account (“DDA”) growth, including interim targets; (c) an assessment of the Bank’s strengths, weaknesses, opportunities, and threats that impact its strategic goals and objectives; (d) an evaluation of whether the Bank shall obtain third-party expertise to develop effective strategies to accomplish the strategic goals and objectives developed under paragraph (1) of this Article, including strategies to appropriately grow DDAs, restructure the loan portfolio, and increase fee income; (e) a comprehensive, realistic, supportable budget and projections for income; expenses, including allowance for credit loss provisions; and balance sheet mix that corresponds to the Strategic Plan’s goals and objectives; (f) policies and procedures to ensure significant budget variances, and their detailed explanations, are reported to the Board on a quarterly basis, with appropriate documentation of corresponding discussion in the Board minutes; (g) training necessary to accomplish identified strategic goals and objectives, including training to front-line staff and loan officers on appropriately cross selling DDAs; (h) an identification and prioritization of initiatives and opportunities, including timeframes that comply with the requirements of this Agreement; and (i) assigned roles, responsibilities, and accountability for the strategic planning process, including updating and amending the Strategic Plan. (2) Within thirty (30) days following the Board’s receipt of the ADC’s written determination of no supervisory objection to the revised Strategic Plan or to any subsequent update or amendment to the Strategic Plan, the Board shall adopt and 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 (3) year period at least annually, no later than by April 15th 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 ADC for review and prior written determination of no supervisory objection. (3) 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 ADC, 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 Agreement without first obtaining the ADC’s prior written determination of no supervisory objection to such significant deviation. (4) Following receipt of written determination of no supervisory objection from the ADC and adoption by the Board, the Bank may not initiate any action that significantly deviates from a Strategic Plan without a prior written determination of no supervisory objection from the ADC. (5) Any request by the Bank for prior written determination of no supervisory objection to a significant deviation described in paragraphs (3) or (4) 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, 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 proposed change. (6) 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 services, underwriting practices and standards, 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.

STRATEGIC PLAN. (1) Within ninety one hundred twenty (90120) days of the date of this Agreementdays, the Board shall submit adopt, implement, and thereafter ensure Bank adherence to the ADC for review and prior written determination of no supervisory objection an acceptable revised a written strategic plan for the Bank, Bank covering at least a three (3) three-year period (“Strategic Plan”)period. The Strategic Plan strategic plan shall establish objectives for the Bank’s 's overall risk profile, earnings performance, growth, balance sheet mix, funding off-balance sheet activities, liability structure, interest rate risk, liquidity and capital adequacy, earnings performancereduction in the volume of nonperforming assets, product line development and asset and core deposit growthmarket segments that the Bank intends to promote or develop, together with strategies to achieve those objectivesobjectives and, and shall include at a minimum, include: (a) a mission statement that forms the specific strategic goals and objectives, with performance metrics, framework for the areas under paragraph (1) establishment of this Article, including key financial indicators, risk tolerances, and timeframes for completion; (b) specific goals for demand deposit account (“DDA”) growth, including interim targets; (c) an assessment of the Bank’s strengths, weaknesses, opportunities, and threats that impact its strategic goals and objectives; (b) an assessment of the Bank's present and future operating environment; (c) the development of specific strategic goals and objectives to be accomplished over the short and long term; (d) an evaluation identification of whether the Bank shall obtain third-party expertise to develop effective strategies Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives developed under paragraph established in Paragraph (11)(c) of this Article, including strategies to appropriately grow DDAs, restructure the loan portfolio, and increase fee income; (e) a comprehensivean evaluation of the Bank's internal operations, realisticstaffing requirements, supportable budget board and projections management information systems and policies and procedures for income; expenses, including allowance for credit loss provisions; their adequacy and balance sheet mix that corresponds contribution to the Strategic Plan’s accomplishment of the goals and objectivesobjectives developed under Paragraph (1)(c) of this Article; (f) policies a management employment and procedures succession program to ensure significant budget variances, promote the retention and their detailed explanations, are reported to the Board on a quarterly basis, with appropriate documentation continuity of corresponding discussion in the Board minutescapable management; (g) training necessary 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 training to front-line staff individual responsibilities, accountability and loan officers on appropriately cross selling DDAsspecific time frames; (h) an identification and prioritization of initiatives and opportunities, including timeframes that comply with the requirements of this Agreement; and (i) assigned rolesa 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, responsibilitiesgrowth, or any proposed changes in the Bank’s operating environment; (k) specific plans to establish responsibilities and accountability for the strategic planning process, including updating new products, growth goals, or proposed changes in the Bank’s operating environment; and (l) systems to monitor the Bank’s progress in meeting the plan’s goals and amending the Strategic Planobjectives. (2) Within thirty Prior to adoption of the strategic plan by the Board, a copy shall be forwarded to the Assistant Deputy Comptroller for review and written determination of no supervisory objection. Immediately upon receiving a written determination of no supervisory objection, the strategic plan shall be implemented. (303) The Bank must give the Assistant Deputy Comptroller, for his review and written determination of no supervisory objection, at least sixty (60) days following advance written notice of its intent to deviate significantly from the Board’s receipt of the ADC’s strategic plan. Immediately upon receiving a written determination of no supervisory objection to the revised Strategic Plan or to any subsequent update or amendment proposed significant deviation, the deviation to the Strategic Planstrategic plan shall be implemented. (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 adopt and 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 (3) year period at least annually, no later than by April 15th 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 ADC for review and prior written determination of no supervisory objection. (3) 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 ADC, 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 Agreement without first obtaining the ADC’s prior written determination of no supervisory objection to such significant deviation. (4) Following receipt of written determination of no supervisory objection from the ADC and adoption by the Board, the Bank may not initiate any action that significantly deviates from a Strategic Plan without a prior written determination of no supervisory objection from the ADC. (5) Any request by the Bank for prior written determination of no supervisory objection to a significant deviation described in paragraphs (3) or (4) 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, including a profitability analysis and perform an evaluation of the adequacy of the Bank’s 's organizational structure, staffing, management information systems, internal controls, controls and written policies and procedures to identify, measure, monitor, and control the risks associated with the proposed changeproduct or service. The evaluation shall include an assessment of the impact of such change on the Bank's condition, including a profitability analysis. (64) For If the purposes 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, changes that may constitute 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, or has failed to implement or adhere to the Bank’s deviation to the strategic plan, for which the OCC has taken no supervisory objection pursuant to paragraph (3) 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 significant deviation includerevised strategic plan, but are not limited to, a change which shall detail the Bank’s proposal to correct deficiencies resulting in the Bank’s markets, marketing strategies, products failure and services, underwriting practices and standards, asset composition and size, or funding strategy, any of which, alone or in the aggregate, may have a material effect on to adhere to the Bank’s operations or financial performance; or any other changes strategic plan to which the OCC has taken no supervisory objection. (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 Formal Agreement in the exercise of the OCC’s sole discretion. (5) The Board shall ensure that the Bank has processes, personnel, operations, or external factors that may have a material effect on and control systems to ensure implementation of and adherence to the Bank’s operations or financial performanceplan developed pursuant to this Article.

STRATEGIC PLAN. (1) Within ninety (90) days of the date of this Agreement, the Board shall submit to the ADC Assistant Deputy Comptroller for review and prior written determination of no supervisory objection an acceptable revised written strategic plan for the Bank, covering at least a three (3) three-year period (“Strategic Plan”). The Strategic Plan shall establish objectives for the Bank’s overall risk profile, earnings performance, growth, balance sheet mix, funding off-balance sheet activities, liability structure, interest rate risk, capital and liquidity and capital adequacy, earnings performanceand product line development, and asset and core deposit growthmarket segments that the Bank intends to promote or develop, together with strategies to achieve those objectives, and shall include shall, at a minimum, include: (a) a mission statement that forms the specific framework for the establishment of strategic goals and objectives, with performance metrics, for ; (b) the areas under paragraph (1) of this Articlestrategic goals and objectives to be accomplished, including key financial indicators, risk tolerances, and timeframes for completion; (b) specific goals for demand deposit account (“DDA”) growth, including interim targetsrealistic strategies to improve the overall condition of the Bank; (c) a risk profile that evaluates credit, interest rate, liquidity, price, operational, compliance, strategic, and reputation risks in relationship to capital; (d) an assessment of the Bank’s strengths, weaknesses, opportunities, opportunities and threats that impact its strategic goals and objectives; (de) an evaluation of whether the Bank shall obtain third-party expertise Bank’s internal operations, staffing requirements, board and management information systems, policies, and procedures for their adequacy and contribution to develop effective strategies to accomplish the accomplishment of the strategic goals and objectives developed under paragraph (11)(b) of this Article, including strategies to appropriately grow DDAs, restructure the loan portfolio, and increase fee income; (ef) a comprehensive, realistic, supportable management employment and succession plan designed to promote adequate staffing and continuity of capable management; (g) a realistic and comprehensive budget and projections for income; expenses, including allowance for credit loss provisions; and balance sheet mix that corresponds to the Strategic Plan’s goals and objectives; (fh) policies an action plan to improve and procedures to ensure significant budget variances, sustain the Bank’s earnings and their detailed explanations, are reported to the Board on a quarterly basis, with appropriate documentation of corresponding discussion in the Board minutes; (g) training necessary to accomplish identified strategic goals and objectives, including training to front-line staff and loan officers on appropriately cross selling DDAs; (hi) a financial forecast to include projections for significant balance sheet and income statement accounts and desired financial ratios over the period covered by the Strategic Plan; (j) Specific plans for the maintenance of adequate capital, consistent with the Capital Plan required by Article V; (k) a detailed description and assessment of major capital expenditures required to achieve the goals and objectives of the Strategic Plan; (l) an identification and prioritization of initiatives and opportunities, including timeframes that comply with the requirements of this Agreement; and; (im) a description of the Bank’s target market(s), competitive factors in its identified target market(s), and controls systems to mitigate risks in the Bank’s target market(s); (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, including updating ; and (q) a description of systems and amending metrics designed to monitor the Bank’s progress in meeting the Strategic Plan’s goals and objectives. (2) If the Strategic Plan under paragraph (1) of this Article includes a proposed sale or merger of the Bank, 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) Within thirty (30) days following the Board’s receipt of the ADCAssistant Deputy Comptroller’s written determination of no supervisory objection to the revised 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 (3) year period at least annually, but no later than by April 15th 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 ADC Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. (34) Until the Strategic Plan required under this Article has been submitted by the Bank for the ADCAssistant Deputy Comptroller’s review, has received a written determination of no supervisory objection from the ADCAssistant 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 Agreement without first obtaining the ADCAssistant Deputy Comptroller’s prior written determination of no supervisory objection to such significant deviation. (45) Following receipt of written determination of no supervisory objection from the ADC and adoption by the Board, the 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 ADCAssistant Deputy Comptroller. (56) Any request by the Bank for prior written determination of no supervisory objection to a significant deviation described in paragraphs (34) or (45) of this Article shall be submitted in writing to the ADC Assistant Deputy Comptroller at least sixty thirty (6030) 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, 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 proposed change. (67) 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 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 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 take 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 ninety (90) days of the date of this AgreementBy September 30, 2025, the Board shall submit to the ADC for review and prior written determination of no supervisory objection an acceptable revised written strategic plan for the Bank, covering at least a three (3) year period (“Strategic Plan”). The Strategic Plan shall establish objectives for the Bank’s overall risk profile, balance sheet mixBoard and management supervision, funding structure, interest rate risk, liquidity asset quality and capital adequacycredit administration practices, earnings performance, operating expenses, growth, capital and asset and core deposit growthliquidity adequacy, together with strategies to achieve those objectives, and shall include at a minimum: (a) the specific strategic goals and objectives, with performance metrics, for the areas under paragraph (1) of this Articleobjectives to be accomplished, including key financial indicators, risk tolerances, and timeframes for completionrealistic strategies to improve the overall condition of the Bank; (b) specific goals for demand deposit account (“DDA”) growtha risk profile that evaluates credit, including interim targetsinterest rate, liquidity, price, operational, compliance, and strategic risks in relation to capital; (c) an assessment of the Bank’s strengths, weaknesses, opportunities, opportunities and threats that impact its strategic goals and objectives, and shall specifically include an analysis to improve and sustain earnings performance; (d) an evaluation of whether the Bank shall obtain third-party expertise Bank’s internal operations, staffing requirements, reporting systems, board and management information systems, policies, and procedures for their adequacy and contribution to develop effective strategies to accomplish the accomplishment of the strategic goals and objectives developed under paragraph (1l)(a) of this Article, including strategies to appropriately grow DDAs, restructure the loan portfolio, and increase fee income; (e) a comprehensive, realistic, supportable realistic and comprehensive budget and projections for income; expenses, including allowance for credit loss provisions; and balance sheet mix that corresponds to the Strategic Plan’s goals and objectives, and is consistent with the Bank’s Capital Plan; (f) policies an action plan, which at a minimum shall include detailed initiatives and procedures estimated timelines for actions to ensure significant budget variances, improve and their detailed explanations, are reported to sustain the Board on a quarterly basis, with appropriate documentation of corresponding discussion in the Board minutes; (g) training necessary to Bank’s earnings and accomplish identified strategic goals and objectives, including training ; (g) a financial forecast to front-line staff include projections for significant balance sheet and loan officers on appropriately cross selling DDAsincome statement accounts and desired financial ratios over the period covered by the Strategic Plan; (h) specific plans for the maintenance of adequate capital that may in no event be less than the requirements of Article III; (i) a detailed description and assessment of major capital expenditures required to achieve the goals and objectives of the Strategic Plan; (j) an identification and prioritization of initiatives and opportunities, including timeframes that comply with the requirements of this Agreement; and; (ik) concentration limits commensurate with the Bank’s strategic goals and objectives and risk profile; (l) assigned roles, responsibilities, and accountability for the strategic planning process, including updating ; and (m) a description of systems and amending metrics designed to monitor the Bank’s progress in meeting the Strategic Plan’s goals and objectives. (2) If the Strategic Plan under paragraph (1) of this Article includes a proposed sale or merger of the Bank, 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) Within thirty (30) days following the Board’s receipt of the ADC’s written determination of no supervisory objection to the revised 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 (3) year period at least annually, no later than by April 15th 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 ADC for review and prior written determination of no supervisory objection. (34) 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 ADC, 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 Agreement without first obtaining the ADC’s prior written determination of no supervisory objection to such significant deviation. (45) Following receipt of written determination of no supervisory objection from the ADC and adoption by the Board, the 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 ADC and has been adopted by the Board) without a prior written determination of no supervisory objection from the ADC. (56) Any request by the Bank for prior written determination of no supervisory objection to a significant deviation described in paragraphs (34) or (45) 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, 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 proposed change. (67) 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 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 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 take 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 ninety sixty (9060) days of the date of this Agreement, the Board shall submit prepare and forward to the ADC Assistant Deputy Comptroller for review and prior review, pursuant to paragraph three (3) of this Article, a written determination of no supervisory objection an acceptable revised written strategic plan Strategic Plan for the BankBank that is acceptable to the Assistant Deputy Comptroller, covering at least a three (3) three-year period (“period. The Bank’s written Strategic Plan”)Plan shall address all corrective actions related to strategic planning as identified in the most recent ▇▇▇ and shall include a projection of major balance sheet and income statement components. The Strategic Plan shall establish objectives for the Bank’s 's overall risk profile, earnings performance, growth, balance sheet mix, funding concentrations, liability structure, interest rate risk, capital and liquidity and capital adequacy, earnings performance, and asset and core deposit growth, together with strategies to achieve those objectivesobjectives and shall, and shall include at a minimum, include: (a) a mission statement that forms the specific framework for the establishment of strategic goals and objectives, with performance metrics, for the areas under paragraph (1) of this Article, including key financial indicators, risk tolerances, and timeframes for completion; (b) specific the strategic goals for demand deposit account (“DDA”) growthand objectives to be accomplished over the short and long term, including interim targetskey financial indicators and risk tolerances; (c) an assessment of the Bank’s strengths, weaknesses, opportunities, specific business strategies and threats that impact its appropriate execution plans to achieve strategic goals and objectives; (d) an evaluation of whether the Bank shall obtain third-party expertise to develop effective strategies to accomplish the strategic goals realistic and objectives developed under paragraph (1) of this Article, including strategies to appropriately grow DDAs, restructure the loan portfolio, and increase fee income; (e) a comprehensive, realistic, supportable comprehensive budget and projections for income; expenses, including allowance for credit loss provisions; and balance sheet mix profit plans that corresponds correspond to the Strategic Plan’s goals and objectives; (fe) policies and procedures an assessment of relevant risks to ensure significant budget variancesthe Bank, including compliance, operational, information technology, and their detailed explanationspersonnel risks, are reported to as well as the Board on a quarterly basisBank's strengths, with appropriate documentation of corresponding discussion in the Board minutes; (g) training necessary to accomplish identified weaknesses, opportunities, and threats that impact strategic goals and objectives, including training to front-line staff and loan officers on appropriately cross selling DDAs; (hf) an identification and prioritization of initiatives and opportunities, including timeframes that comply with take into account the requirements of this Agreement; (g) an assessment of the Bank’s processes, personnel and control systems, as well as 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; (h) 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, including periodic review by the Board; and (i) assigned roles, responsibilities, responsibilities and accountability for the strategic planning process, including updating development, implementation, and amending adherence within the Strategic Plantimeframes consistent with the requirements of this Article. (2) Within At least quarterly, the Board shall prepare a written evaluation of the Bank’s performance against the Strategic Plan 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. The Board shall forward a copy of these quarterly written evaluations and Board meeting minutes to the Assistant Deputy Comptroller within thirty (30) days following of completion of its written evaluation. (3) Prior to adoption by the Board’s receipt , a copy of the ADC’s Strategic Plan and any subsequent amendments or revisions thereto shall be submitted to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection to the revised Strategic Plan or to any subsequent update or amendment to the Strategic Plan, the Board shall adopt and management, subject to Board review and ongoing monitoring, shall immediately implement and thereafter ensure adherence to the Strategic Planobjection. The Board shall review the effectiveness of and revise the Strategic Plan and update the Strategic Plan to cover the next three (3) year period plan at least annually, no later than by April 15th 1 each year, and more frequently if necessary or if required by the OCC Assistant Deputy Comptroller in writing, to cover at least the next three–year period. The At the next Board shall amend meeting following receipt of 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 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 adhere to the Strategic Plan and any amendments or revisions thereto. (34) Until The Bank may not initiate any action that deviates significantly from the Strategic Plan required under this Article has been submitted by the Bank for the ADC’s review, (that has received a written determination of no supervisory objection from the ADC, Assistant Deputy Comptroller and that 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 Agreement without first obtaining the ADC’s prior written determination of no supervisory objection to such significant deviation. (4) Following receipt of a written determination of no supervisory objection from the ADC and adoption by Assistant Deputy Comptroller. The Board must give the BoardAssistant Deputy Comptroller at least thirty (30) days advance, written notice of its intent to deviate significantly from the Bank may not initiate any action that significantly deviates from a Strategic Plan without a prior written determination of no supervisory objection from the ADC. (5) Any request by the Bank for prior written determination of no supervisory objection to a significant deviation described in paragraphs (3) or (4) 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 along with an assessment of the effects impact of such proposed change changes on the Bank’s condition and risk profilecondition, 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 proposed change. (6) significant deviation from the Strategic Plan. 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 markets, marketing strategies, products and services, marketing partners, underwriting practices and standards, asset composition credit administration, account management, collection strategies or operations, fee structure or pricing, accounting processes and sizepractices, or funding strategy, any of which, alone or in the aggregate, may have a material effect impact on the Bank’s operations or financial performance; , or any other changes in personnel, operations, or external factors that may have a material effect impact on the Bank’s operations or financial performance. (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 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 Assistant Deputy Comptroller’s prior written determination of no supervisory objection to such significant deviation. Any request to the Assistant Deputy Comptroller for prior written determination of no supervisory objection to a significant deviation must be submitted in writing to the Assistant Deputy Comptroller at least thirty (30) days in advance of the significant deviation, 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, management, staffing, management information systems, internal controls, and written policies and procedures to identify, measure, monitor, and control the risks associated with the proposed change.

STRATEGIC PLAN. (1) Within ninety sixty (9060) days of the date of this Agreementdays, the Board shall submit adopt, implement, and thereafter ensure Bank adherence to the ADC for review and prior written determination of no supervisory objection an acceptable revised a written strategic plan for the Bank, Bank covering at least a three (3) three-year period (“Strategic Plan”)period. The Strategic Plan strategic plan shall establish objectives for the Bank’s overall risk profile, earnings performance, growth, balance sheet mix, funding off-balance sheet activities, liability structure, interest rate risk, liquidity and capital adequacy, earnings performance, product line development and asset and core deposit growthmarket segments that the Bank intends to promote or develop, together with strategies to achieve those objectivesobjectives and, and shall include at a minimum, include: (a) a mission statement that forms the specific framework for the establishment of strategic goals and objectives, with performance metrics, for the areas under paragraph (1) of this Article, including key financial indicators, risk tolerances, and timeframes for completion; (b) specific goals for demand deposit account (“DDA”) growth, including interim targets; (c) an assessment of the Bank’s strengths, weaknesses, opportunities, present and threats that impact its future operating environment; (c) the development of strategic goals and objectivesobjectives to be accomplished over the short and long term; (d) an evaluation identification of whether the Bank shall obtain third-party expertise to develop effective strategies Bank’s present and future product lines (assets and liabilities) and market segments that will be utilized to accomplish the strategic goals and objectives developed under paragraph established in Paragraph (11)(c) of this Article, including strategies to appropriately grow DDAs, restructure the loan portfolio, and increase fee income; (e) identification and implementation of risk management practices such as staffing, policies, procedures, controls and monitoring that are needed to meet strategic objectives while operating the Bank in a comprehensive, realistic, supportable budget safe and projections for income; expenses, including allowance for credit loss provisions; and balance sheet mix that corresponds to the Strategic Plan’s goals and objectivessound condition; (f) an evaluation of the Bank’s internal operations, staffing requirements, board and management information systems and policies and procedures to ensure significant budget variances, for their adequacy and their detailed explanations, are reported contribution to the Board on a quarterly basis, with appropriate documentation accomplishment of corresponding discussion in the Board minutesgoals and objectives developed under Paragraph (1)(c) of this Article; (g) training necessary a management employment and succession program to accomplish identified strategic goals promote the retention and objectives, including training to front-line staff and loan officers on appropriately cross selling DDAscontinuity of capable management; (h) an identification goals and prioritization of initiatives and opportunities, including timeframes that comply with strategies to improve the requirements Bank’s earnings as required by Article VII of this Agreement; and, including individual responsibilities, accountability and specific time frames; (i) assigned rolesa financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios, responsibilitiesincluding brokered deposit reliance, growth projections, and wealth management-related activities, 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, including updating new products, growth goals, or proposed changes in the Bank’s operating environment; (l) specific plans to effectively limit, manage, monitor, and amending control funding concentrations; (m) systems to monitor the Strategic PlanBank’s progress in meeting the plan’s goals and objectives; and (n) provide for review and approval by the Board, at least annually, to ensure that practices and performance are reasonable and within established goals and risk tolerances. (2) Within thirty (30) days following the Board’s receipt Upon adoption, a copy of the ADC’s written determination of no supervisory objection plan shall be forwarded to the revised Strategic Plan or to any subsequent update or amendment to the Strategic Plan, the Board shall adopt and 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 (3) year period at least annually, no later than by April 15th 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 ADC Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. (3) Until the Strategic Plan required under this Article has been submitted by the Bank for the ADC’s review, has received . Upon receiving a written determination of no supervisory objection from the ADC, and has been adopted by the BoardAssistant Deputy Comptroller, the Bank shall not significantly deviate from the products, services, asset composition implement and 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 such significant deviation. (4) Following receipt of written determination of no supervisory objection from the ADC and adoption by the Board, the Bank may not initiate any action that significantly deviates from a Strategic Plan without a prior written determination of no supervisory objection from the ADC. (5) Any request by the Bank for prior written determination of no supervisory objection to a significant deviation described in paragraphs (3) or (4) of this Article shall be submitted in writing adhere 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, 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 proposed changestrategic plan. (6) 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 services, underwriting practices and standards, 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.

STRATEGIC PLAN. (1) Within ninety (90) days of the date of this Agreementdays, the Board shall submit to the ADC for review and prior revise as necessary the written determination of no supervisory objection an acceptable revised written strategic plan Strategic Plan for the Bank, Bank covering at least a three (3) three-year period (“Strategic Plan”)period. The Strategic Plan shall establish objectives for the Bank’s 's overall risk profile, earnings performance, growth, balance sheet mix, funding off- balance sheet activities, liability structure, interest rate risk, liquidity and capital adequacy, earnings performancereduction in the volume of nonperforming assets, product line development, and asset and core deposit growthmarket segments that the Bank intends to promote or develop, together with strategies to achieve those objectives, and shall include shall, at a minimum, include: (a) a mission statement that forms the specific strategic goals and objectives, with performance metrics, framework for the areas under paragraph (1) establishment of this Article, including key financial indicators, risk tolerances, and timeframes for completion; (b) specific goals for demand deposit account (“DDA”) growth, including interim targets; (c) an assessment of the Bank’s strengths, weaknesses, opportunities, and threats that impact its strategic goals and objectives; (db) a description of the Bank's targeted market(s) and an evaluation assessment of whether the Bank shall obtain third-party expertise to develop effective strategies to accomplish current and projected risks and competitive factors in its identified target market(s); (c) the strategic goals and objectives developed under paragraph (1) of this Article, including strategies to appropriately grow DDAs, restructure the loan portfolio, and increase fee incomebe accomplished; (ed) a comprehensive, realistic, supportable budget specific actions to improve Bank earnings and projections for income; expenses, including allowance for credit loss provisions; and balance sheet mix that corresponds to accomplish the Strategic Plan’s 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) policies a financial forecast, to include projections for major balance sheet and procedures to ensure significant budget variancesincome statement accounts, targeted financial ratios, and their detailed explanations, are reported to growth projections over the Board on a quarterly basis, with appropriate documentation of corresponding discussion in period covered by the Board minutesStrategic Plan; (g) training necessary a description of the assumptions used to accomplish identified strategic goals determine financial projections and objectives, including training to front-line staff and loan officers on appropriately cross selling DDAsgrowth targets; (h) an identification and prioritization risk assessment of initiatives the Bank's present and opportunitiesplanned future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in the Strategic Plan, including timeframes that comply with the requirements requirement that the risk assessment of this Agreement; andnew product lines must be completed prior to the offering of such product lines; (i) specific plans for the maintenance of adequate capital including projections of the sources and timing of additional capital to meet the Bank's future needs; (j) a description of control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank's markets; (k) 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 established in the Strategic Plan; (l) a management employment and succession program to promote the retention and continuity of capable management; (m) assigned roles, responsibilities, responsibilities and accountability for the strategic planning process, including updating new products, growth goals, and amending proposed changes in the Bank's operating environment; and (n) a description of systems to monitor the Bank's progress in meeting the Strategic Plan's goals and objectives. (2) Within thirty (30) days following the Board’s receipt of the ADC’s written determination of no supervisory objection Prior to the revised Strategic Plan or to any subsequent update or amendment to the Strategic Planadoption, the Board shall adopt and 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 a copy of the Strategic Plan and update the Strategic Plan to cover the next three (3) year period at least annually, no later than by April 15th 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 be forwarded to the Strategic Plan must be submitted to the ADC Director for review and prior written determination of no supervisory objection. Upon receiving a determination of no supervisory objection from the Director, the Bank shall implement and adhere to the Strategic Plan. (3) Until At least quarterly, the Board shall prepare a written evaluation of the Bank's actual performance against the Strategic Plan required under this Article has been submitted by Plan, which includes a written explanation of any significant differences between actual and projected balance sheets, income statements, and expense accounts, including descriptions of extraordinary and/or nonrecurring items, and shall include a description of the actions the Board will require the Bank for to take to address any shortcomings. Within ten (10) days of completing its evaluation, the ADC’s review, has received Board shall submit a copy to the Director. (4) 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 ADCDirector. The Board must give the Director advance, and has been adopted by the Board, the Bank shall not written notice of its intent to deviate significantly deviate from the productsStrategic Plan, 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 Agreement without first obtaining the ADC’s prior written determination of no supervisory objection to such significant deviation. (4) Following receipt of written determination of no supervisory objection from the ADC and adoption by the Board, the Bank may not initiate any action that significantly deviates from a Strategic Plan without a prior written determination of no supervisory objection from the ADC. (5) Any request by the Bank for prior written determination of no supervisory objection to a significant deviation described in paragraphs (3) or (4) 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 along with an assessment of the effects impact of such proposed change on the Bank’s condition and risk profile's condition, including a profitability analysis and an evaluation of the adequacy of the Bank’s '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 change. (6) 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 services, underwriting practices and standards, 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 performanceStrategic Plan.

STRATEGIC PLAN. (1) Within ninety (90) days of the date of this AgreementBy March 31, 2021, the Board shall submit to the ADC for review and prior written determination of no supervisory objection an acceptable revised written strategic plan for the Bank, covering at least a three (3) three-year period (“Strategic Plan”). The Strategic Plan shall establish objectives for the Bank’s overall risk profile, earnings performance, growth, balance sheet mix, funding off-balance sheet activities, liability structure, interest rate riskreduction in concentration levels, liquidity and capital and liquidity adequacy, earnings performance, and asset and core deposit growth, together with strategies to achieve those objectives, and shall include shall, at a minimum, include: (a) a mission statement that forms the specific framework for the establishment of strategic goals and objectives, with performance metrics, for the areas under paragraph (1) of this Article, including key financial indicators, risk tolerances, and timeframes for completion; (b) specific the strategic goals for demand deposit account (“DDA”) growthand objectives to be accomplished, including interim targetskey financial indicators and risk tolerances; (c) an assessment of the Bank’s strengths, weaknesses, opportunities, opportunities and threats that impact its strategic goals and objectives; (d) an evaluation of whether the Bank shall obtain third-party expertise Bank's internal operations, staffing requirements, board and management information systems, policies, and procedures for their adequacy and contribution to develop effective strategies to accomplish the accomplishment of the strategic goals and objectives developed under paragraph (11)(b) of this Article, including strategies to appropriately grow DDAs, restructure the loan portfolio, and increase fee income; (e) a comprehensive, realistic, supportable management employment and succession plan designed to promote adequate staffing and continuity of capable management; (f) a realistic and comprehensive budget and projections for income; expenses, including allowance for credit loss provisions; and balance sheet mix that corresponds to the Strategic Plan’s goals and objectives; (f) policies and procedures to ensure significant budget variances, and their detailed explanations, are reported to the Board on a quarterly basis, with appropriate documentation of corresponding discussion in the Board minutes; (g) training necessary an action plan to improve and sustain the Bank’s earnings and accomplish identified strategic goals and objectives, including training to front-line staff and loan officers on appropriately cross selling DDAs; (h) 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; (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) 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; and; (il) 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 in the Bank’s 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 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, including updating planning; and (p) a description of systems and amending metrics designed to monitor the Bank’s progress in meeting the Strategic Plan’s goals and objectives. (2) Within thirty If the Strategic Plan under paragraph (301) days 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) At the next Board meeting following the Board’s receipt of the ADC’s written determination of no supervisory objection to the revised 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 (3) year period at least annually, no later than by April 15th each year, and more frequently if necessary or if required by the OCC in writing. The Board shall , and 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. (34) 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 ADC, 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 Agreement without first obtaining the ADC’s prior written determination of no supervisory objection to such significant deviation. (45) Following receipt of written determination of no supervisory objection from the ADC and adoption by the Board, the 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 ADC and has been adopted by the Board) without a prior written determination of no supervisory objection from the ADC. (56) Any request by the Bank for prior written determination of no supervisory objection to a significant deviation described in paragraphs (34) or (45) 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, 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 proposed change. (67) 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 services, marketing partners, underwriting practices and standards, asset composition credit administration, account management, collection strategies or operations, fee structure or pricing, accounting processes and sizepractices, 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 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 take 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 ninety (90) days of the date of this Agreement, the Board shall submit to the ADC for review and prior written determination of no supervisory objection an acceptable revised written strategic plan for the Bank, covering at least a three (3) year period (“Strategic Plan”). The Strategic Plan shall establish objectives for the Bank’s overall risk profile, balance sheet mix, funding structure, interest rate risk, liquidity and capital adequacy, earnings performance, and asset and core deposit growth, together with strategies to achieve those objectives, and shall include at a minimum: (a) the specific strategic goals and objectives, with performance metrics, for the areas under paragraph (1) of this Article, including key financial indicators, risk tolerances, and timeframes for completion; (b) specific goals for demand deposit account (“DDA”) growth, including interim targets; (c) an assessment of the Bank’s strengths, weaknesses, opportunities, and threats that impact its strategic goals and objectives;and (d) an evaluation of whether the Bank shall obtain third-party expertise to develop effective strategies to accomplish the strategic goals and objectives developed under paragraph (1) of this Article, including strategies to appropriately grow DDAs, restructure the loan portfolio, and increase fee income; (e) a comprehensive, realistic, supportable budget and projections for income; expenses, including allowance for credit loss provisions; and balance sheet mix that corresponds to the Strategic Plan’s goals and objectives; (f) policies and procedures to ensure significant budget variances, and their detailed explanations, are reported to the Board on a quarterly basis, with appropriate documentation of corresponding discussion in the Board minutes; (g) training necessary to accomplish identified strategic goals and objectives, including training to front-line staff and loan officers on appropriately cross selling DDAs; (h) an identification and prioritization of initiatives and opportunities, including timeframes that comply with the requirements of this Agreement; and (i) assigned roles, responsibilities, and accountability for the strategic planning process, including updating and amending the Strategic Plan. (2) Within thirty (30) days following the Board’s receipt of the ADC’s written determination of no supervisory objection to the revised Strategic Plan or to any subsequent update or amendment to the Strategic Plan, the Board shall adopt and 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 (3) year period at least annually, no later than by April 15th 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 ADC for review and prior written determination of no supervisory objection. (3) 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 ADC, 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 Agreement without first obtaining the ADC’s prior written determination of no supervisory objection to such significant deviation. (4) Following receipt of written determination of no supervisory objection from the ADC and adoption by the Board, the Bank may not initiate any action that significantly deviates from a Strategic Plan without a prior written determination of no supervisory objection from the ADC. (5) Any request by the Bank for prior written determination of no supervisory objection to a significant deviation described in paragraphs (3) or (4) 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, 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 proposed change. (6) 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 services, underwriting practices and standards, 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.

STRATEGIC PLAN. (1) Within sixty (60) days, the Board must decide whether to sell the Bank or remain an independent national bank. If the Bank is to remain an independent, within ninety (90) days of the date of this Agreement, the Board shall submit adopt, implement, and thereafter ensure Bank adherence to the ADC for review and prior written determination of no supervisory objection an acceptable revised a written strategic plan for the Bank, Bank covering at least a three (3) three-year period (“Strategic Plan”)period, which corresponds to the developed Capital Plan in Article III above. The Strategic Plan strategic plan shall establish objectives for the Bank’s 's overall risk profile, earnings performance, growth, balance sheet mix, funding off-balance sheet activities, liability structure, interest rate risk, liquidity and capital adequacy, earnings performancereduction in the volume of nonperforming assets, product line development and asset and core deposit growthmarket segments that the Bank intends to promote or develop, together with strategies to achieve those objectivesobjectives and, and shall include at a minimum, include: (a) a mission statement that forms the specific strategic goals and objectives, with performance metrics, framework for the areas under paragraph (1) establishment of this Article, including key financial indicators, risk tolerances, and timeframes for completion; (b) specific goals for demand deposit account (“DDA”) growth, including interim targets; (c) an assessment of the Bank’s strengths, weaknesses, opportunities, and threats that impact its 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 evaluation identification of whether the Bank shall obtain third-party expertise to develop effective strategies Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives developed under paragraph established in (11 )(c) of this Article, including strategies to appropriately grow DDAs, restructure the loan portfolio, and increase fee income; (e) a comprehensivean evaluation of the Bank's internal operations, realisticstaffing requirements, supportable budget board and projections management information systems and policies and procedures for income; expenses, including allowance for credit loss provisions; their adequacy and balance sheet mix that corresponds contribution to the Strategic Plan’s accomplishment of the goals and objectivesobjectives developed under (1)(c) of this Article; (f) policies a management employment and procedures succession program to ensure significant budget variances, promote the retention and their detailed explanations, are reported to continuity of capable management. This succession plan should also include: (i) the attraction of new Board on a quarterly basis, with appropriate documentation of corresponding discussion in the Board minutesmembers; (gii) training necessary product line development and market segments that the Bank intends to promote or develop; (iii) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including training to front-line staff individual responsibilities, accountability and loan officers on appropriately cross selling DDAsspecific time frames; (hiv) an identification a financial forecast to include projections for major balance sheet and prioritization of initiatives income statement accounts and opportunities, including timeframes that comply with desired financial ratios over the requirements of this Agreement; andperiod covered by the strategic plan; (iv) assigned rolescontrol systems to mitigate risks associated with planned new products, responsibilitiesgrowth, or any proposed changes in the Bank’s operating environment; (vi) specific plans to establish responsibilities and accountability for the strategic planning process, including updating new products, growth goals, or proposed changes in the Bank’s operating environment; (vii) systems to monitor the Bank’s progress in meeting the plan’s goals and amending objectives; and (viii) contingency plans that identify alternative methods should established strategic objectives not be achieved as described in (a) through (f) above. The contingency plans must also include an option to sell, merge or liquidate the Strategic Planbank with corresponding triggers, timeframes and a detailed process. (2) Within Prior to adoption of the strategic plan by the Board, a copy shall be forwarded to the Assistant Deputy Comptroller for review and determination of supervisory non-objection. Such determination will be made within thirty (30) days following the Board’s of receipt of the ADC’s written strategic plan. Immediately upon receiving a determination of no supervisory objection to the revised Strategic Plan or to any subsequent update or amendment to the Strategic Plannon-objection, the Board strategic plan shall adopt and 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 (3) year period at least annually, no later than by April 15th 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 ADC for review and prior written determination of no supervisory objectionimplemented. (3) Until The Bank must give 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 ADC, 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 Agreement without first obtaining the ADC’s prior written determination of no supervisory objection to such significant deviation. (4) Following receipt of written determination of no supervisory objection from the ADC and adoption by the Board, the Bank may not initiate any action that significantly deviates from a Strategic Plan without a prior written determination of no supervisory objection from the ADC. (5) Any request by the Bank for prior written determination of no supervisory objection to a significant deviation described in paragraphs (3) or (4) of this Article shall be submitted in writing to the ADC Assistant Deputy Comptroller at least sixty (60) days advance, written notice of its intent to deviate significantly from the strategic plan. (4) 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 advance of the proposed significant deviation. Such written request by the Bank shall include an assessment of the effects of such proposed change personnel, operations or external factors that may have a material impact on the Bank’s condition and risk profile's operations or financial performance. (5) Prior to making any changes that significantly deviate from the Bank's strategic plan, including a profitability analysis and the Board shall perform an evaluation of the adequacy of the Bank’s 's organizational structure, staffing, management information systems, internal controls, controls and written policies and procedures to identify, measure, monitor, and control the risks associated with the proposed changeproduct or service. The evaluation shall include an assessment of the impact of such change on the Bank's condition, including a profitability analysis. For the purpose of this Agreement, a significant deviation shall have the same meaning as that phrase is further described in Appendix G (Significant Deviations After Opening) of the “Charters” booklet of the Comptroller’s Licensing Manual (January 2005). (6) For If the purposes 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, changes that may constitute 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 significant deviation includerevised strategic plan, but are not limited to, a change which shall detail the Bank’s proposal to correct deficiencies resulting in the Bank’s markets, marketing strategies, products failure and services, underwriting practices and standards, asset composition and size, or funding strategy, any of which, alone or in the aggregate, may have a material effect on to adhere to the Bank’s operations or financial performance; or any other changes original strategic plan. (7) 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. (8) Failure to submit a timely, acceptable revised strategic plan may be deemed a violation of this Agreement, in personnel, operations, or external factors that may have a material effect on the Bankexercise of the OCC’s operations or financial performancesole discretion.