The Board must enhance its supervision of the Bank’s activities, and oversee the efforts of the Bank’s management in complying with the Consent Order.

Within 45 days, the Bank must develop and approve a written analysis and independent assessment of the Bank’s management and staffing needs in order to assure that the Bank has and will retain qualified management.

The Bank must notify the FDIC and the Commissioner (collectively, the “Regulators”) of the resignation or termination of any of the Bank’s directors or senior executive officers and notify the Regulators and receive their approval prior to appointing any new such officer.

Within 150 days, the Bank must achieve and maintain Tier 1 capital at least equal to 8% of total assets and Total Risk-Based capital at least equal to 10% of total risk-weighted assets.

Within 90 days, the Bank must submit to the Regulators a written capital plan detailing the steps it will take to achieve the capital requirements. Such capital plan must include a contingency plan to sell or merge the Bank in the event it fails to meet the capital requirements.

Within 60 days, the Bank must adopt and implement a written plan addressing liquidity, contingency funding and asset liability management.

Within 30 days, the Bank must charge off certain classified assets identified in the Examination.

Within 60 days, the Bank must formulate a written plan to reduce the Bank’s risk exposure in relationships with certain classified assets in excess of $500,000. Such plan must progressively effect the reduction of such classified assets over 180, 360, 540 and 720 days.

The Bank must generally refrain from extending additional credit to troubled borrowers.

Within 90 days, the Bank must prepare a written strategic plan.

Within 30 days, the Bank must revise and fully implement its written lending and collection policies.

Within 45 days, the Bank must perform a risk segmentation analysis, and the Board must develop a plan to reduce any segment of the loan portfolio which the Regulators deem to be an undue concentration of credit.

Within 60 days, the Board must review the adequacy of the Banks’ allowance for loan losses and establish a comprehensive policy for determining its adequacy.

Within 90 days, the Bank must formulate and implement a written plan to improve and sustain Bank earnings, and annually revise such plan.

Within 30 days, the Bank must develop and implement a written policy for managing interest rate risk, in compliance with regulatory requirements.

Within 30 days, the Bank must correct all violations of regulations described in the Examination.

While the Consent Order is in effect, the Bank may not declare or pay dividends or bonuses without the prior written approval of the Regulators, nor make any distributions of interest, principal or other sums on subordinated debentures.

While the Order is in effect, the Bank generally may not accept, renew or roll over any brokered deposits. Within 30 days, the Bank must submit to the Regulators a written plan for eliminating its reliance on brokered deposits.

While the Order is in effect, the Bank must limit asset growth to no more than 5% per calendar year.

The Bank must provide quarterly progress reports to the Regulators.

significant increases in competitive pressure in the banking and financial services industries;

reduced earnings due to higher credit losses owing to economic factors, including declining home values, increasing interest rates, increasing unemployment, or changes in payment behavior or other causes;

the concentration of our portfolio in real estate based loans and the weakness in the commercial real estate market;

increased funding costs due to market illiquidity, increased competition for funding or other regulatory requirements;

market risk and inflation;

level, composition and re-pricing characteristics of our securities portfolios;

availability of wholesale funding;

adequacy of capital and future capital needs;

our reliance on secondary sources of liquidity such as FHLB advances, federal funds lines of credit from correspondent banks and brokered time deposits, to meet our liquidity needs;

operating restrictions imposed by our Consent Order, such as limitations on the use of brokered deposits;

our inability to meet the requirements set forth in our Consent Order within prescribed time frames;

changes in the interest rate environment which could reduce anticipated or actual margins;

changes in political conditions or the legislative or regulatory environment, including recently enacted and proposed legislation;

adequacy of the level of our allowance for loan losses;

the rate of delinquencies and amounts of charge-offs;

the rates of loan growth;

adverse changes in asset quality and resulting credit risk-related losses and expenses;

general economic conditions, either nationally or regionally and especially in our primary service area, becoming less favorable than expected resulting in, among other things, a deterioration in credit quality;

changes occurring in business conditions and inflation;

changes in technology;

changes in monetary and tax policies;

loss of consumer confidence and economic disruptions resulting from terrorist activities;

changes in the securities markets;

ability to generate future taxable income to realize deferred tax assets;

ability to have sufficient liquidity at the parent holding company level to pay preferred stock dividends and interest expense on junior subordinated debt; and

other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission.

Exhibit No.

Exhibit

Exhibit No.

Exhibit