Shared-Loss Agreement – Commercial Real Estate Loans – UnionBanCal Corp. and the FDIC

COMMERCIAL SHARED-LOSS AGREEMENT

This agreement for reimbursement of loss sharing expenses on certain loans
and other assets (the “Commercial Shared-Loss Agreement”) shall apply when the
Assuming Institution purchases Shared-Loss Assets as that term is defined
herein. The terms hereof shall modify and supplement, as necessary, the terms of
the Purchase and Assumption Agreement to which this Commercial Shared-Loss
Agreement is attached as Exhibit 4.15B and incorporated therein. To the extent
any inconsistencies may arise between the terms of the Purchase and Assumption
Agreement and this Commercial Shared-Loss Agreement with respect to the subject
matter of this Commercial Shared-Loss Agreement, the terms of this Commercial
Shared-Loss Agreement shall control. References in this Commercial Shared-Loss
Agreement to a particular Section shall be deemed to refer to a Section in this
Commercial Shared-Loss Agreement unless the context indicates that a Section of
the Purchase and Assumption Agreement is intended.

ARTICLE I : DEFINITIONS

Capitalized terms used in this Commercial Shared-Loss Agreement that are not
defined in this Commercial Shared-Loss Agreement are defined in the Purchase and
Assumption Agreement In addition to the terms defined above, defined below are
certain additional terms relating to loss-sharing, as used in this Commercial
Shared-Loss Agreement.

“AAA“ means the American Arbitration Association as
provided in Section 2.1(f)(iii) of this Commercial Shared-Loss Agreement.

“Accrued Interest“ means, with respect to any
Shared-Loss Loan, Permitted Advance or Shared-Loss Loan Commitment Advance at
any time, the amount of earned and unpaid interest, taxes, credit life and/or
disability insurance premiums (if any) payable by the Obligor accrued on or with
respect to such Shared-Loss Loan, Permitted Advance or Shared-Loss Loan
Commitment Advance, all as reflected on the Accounting Records of the Failed
Bank or the Assuming Institution (as applicable); provided, that
Accrued Interest shall not include any amount that accrues on or with respect to
any Shared-Loss Loan, Permitted Advance or Shared-Loss Loan Commitment Advance
after that Asset has been placed on non-accrual or nonperforming status by
either the Failed Bank or the Assuming Institution (as applicable).

“Additional ORE“ means Shared-Loss Loans that become
Other Real Estate after Bank Closing Date.

“Affiliate“ shall have the meaning set forth in the
Purchase and Assumption Agreement; provided, that, for purposes of
this Commercial Shared-Loss Agreement, no Third Party Servicer shall be deemed
to be an Affiliate of the Assuming Institution.

“Applicable Anniversary of the Commencement Date“
means the fifth (5th) anniversary of the Commencement Date.

“Calendar Quarter“ means a quarterly period (a) for
the first such period, beginning on the Commencement Date and ending on the last
calendar day of either March, June, September or December, whichever is the
first to occur after the Commencement Date, and (b) for quarterly periods
thereafter, beginning on the first calendar day of the calendar month
immediately after the month that ended the prior period and ending on the last
calendar day of each successive three-calendar-month period thereafter (i.e.,

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each March, June, September and December, starting in the applicable order
depending on the ending date of first such period) of any year.

“Capitalized Expenditures” means those expenditures
that (i) would be capitalized under generally accepted accounting principles,
and (ii) are incurred with respect to Shared-Loss Loans, Other Real Estate,
Additional ORE or Subsidiary ORE. Capitalized Expenditures shall not include
expenses related to environmental conditions including, but not limited to,
remediation, storage or disposal of any hazardous or toxic substances or any
pollutant or contaminant.

“Charge-Offs“ means, with respect to any Shared-Loss
Assets for any period, an amount equal to the aggregate amount of loans or
portions of loans classified as “Loss” under the Examination Criteria, including

(a) charge-offs of

(i) the principal amount of such assets net of unearned interest (including
write-downs associated with Other Real Estate, Additional ORE, Subsidiary ORE or
loan modification(s)); and

(ii) Accrued Interest; and

(iii) Capitalized Expenditures; plus

(b) Pre-Charge-Off Expenses incurred on the respective Shared-Loss Loans, all
as effected by the Assuming Institution during such period and reflected on the
Accounting Records of the Assuming Institution; provided, that:

(i) the aggregate amount of Accrued Interest (including any reversals
thereof) for the period after Bank Closing that shall be included in determining
the amount of Charge-Offs for any Shared-Loss Loan shall not exceed ninety (90)
days153 Accrued Interest; and

(ii) no Charge-Off shall be taken with respect to any anticipated expenditure
by the Assuming Institution until such expenditure is actually incurred; and

(iii) any financial statement adjustments made in connection with the
purchase of any Assets pursuant to this Purchase and Assumption Agreement or any
future purchase, merger, consolidation or other acquisition of the Assuming
Institution shall not constitute “Charge-Offs”; and

(iv) except for Portfolio Sales, the sale or other disposition of Other Real
Estate, Additional ORE or Subsidiary ORE to a Person other than an Affiliate of
the Assuming Institution conducted in a commercially reasonable and prudent
manner, or any other sales or dispositions consented to by the Receiver, losses
incurred on the sale or other disposition of Shared-Loss Assets or Shared-Loss
Securities to any Person shall not constitute Charge-Offs.

“Commencement Date“ means the first calendar day
following Bank Closing.

“Consumer Loans“ means loans to individuals for
household, family and other personal expenditures (including United States
and/or State-guaranteed student loans and extensions of credit pursuant to a
credit card plan or debit card plan).

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“Cumulative Servicing Amount“ means the sum of the
Period Servicing Amounts for every consecutive twelve-month period prior to and
ending on the True-Up Measurement Date in respect of each of the Shared-Loss
Agreements during which the loss-sharing provisions of the applicable
Shared-Loss Agreement is in effect.

“Cumulative Shared-Loss Payments“ means (i) the
aggregate of all of the payments made or payable to the Assuming Institution
under the Shared-Loss Agreements minus (ii) the aggregate of all of the payments
made or payable to the Receiver under the Shared-Loss Agreements.

“Environmental Assessment“ means an assessment of the
presence, storage or release of any hazardous or toxic substance, pollutant or
contaminant with respect to the collateral securing a Shared-Loss Loan that has
been fully or partially charged off.

“Examination Criteria“ means the loan classification
criteria employed by, or any applicable regulations of, the Assuming
Institution153s Chartering Authority at the time such action is taken, as such
criteria may be amended from time to time.

“Failed Bank Charge-Offs/Write-Downs” means, with
respect to any Asset, an amount equal to the aggregate amount of reversals or
charge-offs of Accrued Interest and charge-offs and write-downs of principal
effected by the Failed Bank with respect to that Asset as reflected on the
Accounting Records of the Failed Bank.

“FDIC Party“ has the meaning provided in Section
2.1(f)(ii) of this Commercial Shared-Loss Agreement.

“Intrinsic Loss Estimate“ means total losses under
the shared loss agreements in the amount of One Billion Five Hundred Thousand
Dollars and No Cents ($ 1,500,000,000.00).

“Net Charge-Offs“ means, with respect to any period,
an amount equal to the aggregate amount of Charge-Offs for such period less the
amount of Recoveries for such period.

“Neutral Member“ has the meaning provided in Section
2.1(f)(ii) of this Commercial Shared-Loss Agreement.

“New Shared-Loss Loans” means loans that would
otherwise be subject to loss sharing under this Commercial Shared-Loss Agreement
that were originated after January 15, 2010 and before Bank Closing.

“Notice of Dispute“ has the meaning provided in
Section 2.1(f)(iii) of this Commercial Shared-Loss Agreement.

“ORE Subsidiary“ means any Subsidiary of the Assuming
Institution that engages solely in holding, servicing, managing or liquidating
interests of a type described in clause (A) of the definition of “Other Real
Estate,” which interests have arisen from the collection or settlement of a
Shared-Loss Loan.

“Other Real Estate“ means all of the following
(including any of the following fully or partially charged off the books and
records of the Failed Bank or the Assuming Institution) that (i) are owned by
the Failed Bank as of Bank Closing and are purchased pursuant to the Purchase
and Assumption Agreement or (ii) have arisen subsequent to Bank Closing from the
collection or settlement by the Assuming Institution of a Shared-Loss Loan:

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(A) all interests in real estate (other than Bank Premises and Fixtures),
including but not limited to mineral rights, leasehold rights, condominium and
cooperative interests, air rights and development rights; and

(B) all other assets (whether real or personal property) acquired by
foreclosure or in full or partial satisfaction of judgments or indebtedness.

“OTTI Adjustment“ means any other than temporary
impairment of the Shared-Loss Securities, determined pursuant to FAS 115,
expressed as a positive number, or reversals of other than temporary impairment,
expressed as a negative number (for the avoidance of doubt, normal and customary
unrealized mark-to-market changes by reason of the application of fair value
accounting do not qualify for loss sharing payments).

“OTTI Loss” means any other than temporary impairment
of the Shared-Loss Securities, determined pursuant to FAS 115, expressed as a
positive number (for the avoidance of doubt, normal and customary unrealized
mark-to-market changes by reason of the application of fair value accounting do
not qualify for loss sharing payments).

“Period Servicing Amount“ means, for any twelve month
period with respect to each of the Shared-Loss Agreements during which the
loss-sharing provisions of the applicable Shared-Loss Agreement are in effect,
the product of (i) the simple average of the principal amount of Shared-Loss
Loans and Shared-Loss Assets (other than the Shared-Loss Securities) (in each
case as defined in the Shared-Loss Agreements), as the case may be, at the
beginning of such period and at the end of such period times (ii) one percent
(1%).

“Permitted Advance“ means an advance of funds by the
Assuming Institution with respect to a Shared-Loss Loan, or the making of a
legally binding commitment by the Assuming Institution to advance funds with
respect to a Shared-Loss Loan, that

(i) in the case of such an advance, is actually made, and, in the case of
such a commitment, is made and all of the proceeds thereof actually advanced,
within one (1) year after the Commencement Date; and

(ii) does not cause the sum of

(A) the book value of such Shared-Loss Loan as reflected on the Accounting
Records of the Assuming Institution after any such advance has been made by the
Assuming Institution; plus

(B) the unfunded amount of any such commitment made by the Assuming
Institution related thereto, to exceed 110% of the Book Value of such
Shared-Loss Loan; and

(iii) is not made with respect to a Shared-Loss Loan with respect to which

(A) there exists a related Shared-Loss Loan Commitment; or

(B) the Assuming Institution has taken a Charge-Off; and

(iv) is made in good faith, is supported at the time it is made by
documentation in the Credit Files and conforms to and is in accordance with the
applicable requirements set forth in Article III of this Commercial Shared-Loss
Agreement and with the then effective written internal credit policy guidelines
of

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the Assuming Institution; provided, that the limitations in
subparagraphs (i), (ii) and (iii) of this definition shall not apply to any such
action (other than to an advance or commitment related to the remediation,
storage or final disposal of any hazardous or toxic substance, pollutant or
contaminant) that is taken by Assuming Institution in its reasonable discretion
to preserve or secure the value of the collateral for such Shared-Loss Loan.

“Permitted Amendment“ means, with respect to any
Shared-Loss Loan Commitment or Shared-Loss Loan, any amendment, modification,
renewal or extension thereof, or any waiver of any term, right, or remedy
thereunder, made by the Assuming Institution in good faith and otherwise in
accordance with the applicable requirements set forth in Article III of this
Commercial Shared-Loss Agreement and the then effective written internal credit
policy guidelines of the Assuming Institution; provided, that:

(i) with respect to a Shared-Loss Loan Commitment or a Shared-Loss Loan that
is not a revolving line of credit, no such amendment, modification, renewal,
extension, or waiver, except as allowed under the definition of Permitted
Advance, shall operate to increase the amount of principal (A) then remaining
available to be advanced by the Assuming Institution under the Shared-Loss Loan
Commitment or (B) then outstanding under the Shared-Loss Loan;

(ii) with respect to a Shared-Loss Loan Commitment or a Shared-Loss Loan that
is a revolving line of credit, no such amendment, modification, renewal,
extension, or waiver, except as allowed under the definition of Permitted
Advance, shall operate to increase the maximum amount of principal authorized as
of Bank Closing to be outstanding at any one time under the underlying revolving
line of credit relationship with the debtor (regardless of the extent to which
such revolving line of credit may have been funded as of Bank Closing or may
subsequently have been funded and/or repaid); and

(iii) no such amendment, modification, renewal, extension or waiver shall
extend the term of such Shared-Loss Loan Commitment or Shared-Loss Loan beyond
the end of the final Shared-Loss Quarter unless the term of such Shared-Loss
Loan Commitment or Shared-Loss Loan as existed on Bank Closing was beyond the
end of the final Shared-Loss Quarter, in which event no such amendment,
modification, renewal, extension or waiver shall extend such term beyond the
term as existed as of Bank Closing.

“Pre-Charge-Off Expenses” means those expenses
incurred in the usual and prudent management of a Shared-Loss Loan that would
qualify as a Reimbursable Expense or Recovery Expense if incurred after a
Charge-Off of the related Shared-Loss Asset had occurred.

“Quarterly Certificate“ has the meaning provided in
Section 2.1(a)(i) of this Commercial Shared-Loss Agreement.

“Recoveries“ shall mean the following:

(i) Generally.

(A) In addition to any sums to be applied as Recoveries pursuant to
subparagraph (ii) below, “Recoveries” means, with respect to any period, the sum
of (without duplication):

(1) the amount of collections during such period by the Assuming Institution
on Charge-Offs of Shared-Loss Assets effected by the Assuming Institution prior
to the end of the final Shared-Loss Quarter; plus

(2) the amount of collections during such period by the Assuming Institution
on Failed Bank

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Charge-Offs/Write-Downs; plus

(3) the amount of gain on any sale or other disposition during such period by
the Assuming Institution of Shared Loss Loans, Other Real Estate, Additional ORE
or Subsidiary ORE (provided, that the amount of any such gain
included in Recoveries shall not exceed the aggregate amount of the related
Failed Bank Charge-Offs/Write-Downs and Charge-Offs taken and any related
Reimbursable Expenses and Recovery Expenses); plus

(4) the amount of collections during such period by the Assuming Institution
of any Reimbursable Expenses or Recovery Expenses; plus

(5) the amount of any fee or other consideration received by the Assuming
Institution during or prior to such period in connection with any amendment,
modification, renewal, extension, refinance, restructure, commitment or other
similar action taken by the Assuming Institution with respect to a Shared-Loss
Asset with respect to which there exists a Failed Bank Charge-Off/Write-Down or
a Shared-Loss Loan as to which a Charge-Off has been effected by the Assuming
Institution during or prior to such period (provided, that the
amount of any such fee or other consideration included in Recoveries shall not
exceed the aggregate amount of the related Failed Bank Charge-Offs/Write-Downs
and Charge-Offs taken and any related Reimbursable Expenses and Recovery
Expenses).

(B) Order of Application. For the purpose of
determining the amounts to be applied as Recoveries pursuant to subparagraph (A)
above, the Assuming Institution shall apply amounts received on the Assets that
are not otherwise applied to reduce the book value of principal of a Shared-Loss
Loan (or, in the case of Other Real Estate, Additional ORE, Subsidiary ORE and
Capitalized Expenditures, that are not otherwise applied to reduce the book
value thereof) in the following order: first to Charge-Offs and Failed Bank
Charge-Offs/Write Downs; then to Reimbursable Expenses and Recovery Expenses;
then to interest income; and then to other expenses incurred by the Assuming
Institution.

(ii) Interest Income as Recoveries. If there
occurs an amendment, modification, renewal, extension, refinance, restructure,
commitment, sale or other similar action with respect to a Shared-Loss Loan as
to which there exists a Failed Bank Charge-Off/Write Down or as to which a
Charge-Off has been effected by the Assuming Institution during or prior to such
period, and if, as a result of such occurrence, the Assuming
Institution recognizes any interest income for financial accounting purposes on
that Shared-Loss Loan, then “Recoveries” shall also include the portion
of the total amount of any such interest income recognized by the Assuming
Institution which is derived by multiplying:

(A) the total amount of any such interest income recognized by the Assuming
Institution during such period with respect to that Shared-Loss Loan as
described above, by

(B) a fraction, the numerator of which is the aggregate principal
amount (excluding reversals or charge-offs of Accrued Interest) of all such
Failed Bank Charge-Offs/Write-Downs and Charge-Offs effected by the Assuming
Institution with respect to that Shared-Loss Loan plus the principal amount of
that Shared-Loss Loan that has not yet been charged-off but has been placed on
nonaccrual status, all of which occurred at any time prior to or during the
period in which the interest income referred to in subparagraph (II)(A)
immediately above was recognized, and the denominator of which is the
total amount of principal indebtedness (including all such prior Failed Bank
Charge-Offs/Write-Downs and Charge-Offs as described above) due from the Obligor
on that Shared-Loss Loan as of the end of such period;

provided, however, that the amount of any interest
income included as Recoveries for a particular Shared-

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Loss Loan shall not exceed the aggregate amount of (x) Failed Bank
Charge-Offs/Write-Downs, (y) Charge-Offs effected by the Assuming Institution
during or prior to the period in which the amount of Recoveries is being
determined, plus (z) any Reimbursable Expenses and Recovery Expenses paid to the
Assuming Institution pursuant to this Commercial Shared-Loss Agreement during or
prior to the period in which the amount of Recoveries is being determined, all
with respect to that particular Shared-Loss Loan; and, provided,
further, that any collections on any such Shared-Loss Loan that
are not applied to reduce book value of principal or recognized as
interest income shall be applied pursuant to subparagraph (i) above.

(iii) Exceptions to Recoveries. Notwithstanding
subparagraphs (i) and (ii) above, the term “Recoveries” shall not include:

(A) any amounts paid to the Assuming Institution by the Receiver pursuant to
Section 2.1 of this Commercial Shared-Loss Agreement;

(B) amounts received with respect to Charge-Offs effected by the Assuming
Institution after the final Shared-Loss Quarter;

(C) after the final Shared-Loss Quarter, income received by the Assuming
Institution from the operation of, and any gains recognized by the Assuming
Institution on the disposition of, Other Real Estate, Additional ORE or
Subsidiary ORE (such income and gains being hereinafter together referred to as
“ORE Income”), except to the extent that aggregate ORE Income exceeds the
aggregate expenses paid to third parties by or on behalf of the Assuming
Institution after the final Shared-Loss Quarter to manage, operate and maintain
Other Real Estate, Additional ORE or Subsidiary ORE (such expenses being
hereinafter referred to as “ORE Expenses”). In determining the extent aggregate
ORE Income exceeds aggregate ORE Expenses for any Recovery Quarter, the Assuming
Institution will subtract

(1) ORE Expenses paid to third parties during such Recovery Quarter
(provided, that, in the case of the final Recovery Quarter only, the Assuming
Institution will subtract ORE Expenses paid to third parties from the beginning
of the final Recovery Quarter up to the date the Assuming Institution is
required to deliver the final Quarterly Certificate pursuant to this Commercial
Shared-Loss Agreement), from

(2) ORE Income received during such Recovery Quarter, to calculate net ORE
income (“Net ORE Income”) for that Recovery Quarter. If the amount of Net ORE
Income so calculated for a Recovery Quarter is positive, such amount shall be
reported as Recoveries on the Quarterly Certificate for such Recovery Quarter.

If the amount of Net ORE Income so calculated for a Recovery Quarter is
negative (“Net ORE Loss Carryforward”), such amount shall be added to any ORE
Expenses paid to third parties in the next succeeding Recovery Quarter, which
sum shall then be subtracted from ORE Income for that next succeeding Recovery
Quarter, for the purpose of determining the amount of Net ORE Income (or, if
applicable, Net ORE Loss Carryforward) for that next succeeding Recovery
Quarter. If, as of the end of the final Recovery Quarter, a Net ORE Loss
Carryforward exists, then the amount of the Net ORE Loss Carryforward that does
not exceed the aggregate amount of Net ORE Income reported as Recoveries
on Quarterly Certificates for all Recovery Quarters may be included as a
Recovery Expense on the Quarterly Certificate for the final Recovery Quarter.

“Recovery Amount“ has the meaning provided in Section
2.1(b)(ii) of this Commercial Shared-Loss Agreement.

“Recovery Expenses“ means, for any Recovery Quarter,
the amount of actual, reasonable

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and necessary out-of-pocket expenses (other than Capitalized Expenditures)
paid to third parties (other than Affiliates of the Assuming Institution) by or
on behalf of the Assuming Institution, as limited by Sections 3.2(c) and (d) of
Article III to this Commercial Shared-Loss Agreement, to recover amounts owed
with respect to:

(i) any Shared-Loss Asset as to which a Charge-Off was effected prior to the
end of the final Shared-Loss Quarter (provided that such amounts were incurred
no earlier than the date the first Charge-Off on such Shared-Loss Asset could
have been reflected on the Accounting Records of the Assuming Institution); and

(ii) Failed Bank Charge-Offs/Write-Downs (including, in each case, all costs
and expenses related to an Environmental Assessment and any other costs or
expenses related to any environmental conditions with respect to the Shared-Loss
Assets (it being understood that any remediation expenses for any such pollutant
or contaminant are not recoverable if in excess of $200,000 per Shared-Loss
Asset, without the Assuming Institution having obtained the prior consent of the
Receiver for such expenses).

Provided, that, so long as income with respect to a Shared-Loss
Loan is being prorated pursuant to the arithmetical formula in subsection (ii)
of the definition of “Recoveries”, the term “Recovery Expenses” shall not
include that portion of any such expenses paid during such Recovery Quarter to
recover any amounts owed on that Shared-Loss Loan that is derived by:

subtracting (1) the product derived by multiplying:

(A) the total amount of any such expenses paid by or on behalf of the
Assuming Institution during such Recovery Quarter with respect to that
Shared-Loss Loan, by

(B) a fraction, the numerator of which is the aggregate principal
amount (excluding reversals or charge-offs of Accrued Interest) of all such
Failed Bank Charge-Offs/Write-Downs and Charge-Offs effected by the Assuming
Institution with respect to that Shared-Loss Loan plus the principal amount of
that Shared-Loss Loan that has not yet been charged-off but has been placed on
nonaccrual status, all of which occurred at any time prior to or during the
period in which the interest income referred to in subparagraph (ii)(A) of the
definition of “Recoveries” was recognized, and the denominator of which
is the total amount of principal indebtedness (including all such prior Failed
Bank Charge-Offs/Write-Downs and Charge-Offs as described above) due from the
Obligor on that Shared-Loss Loan as of the end of such period;

from (2) the total amount of any such expenses paid during that
Recovery Quarter with respect to that Shared-Loss Loan.

“Recovery Quarter“ has the meaning provided in
Section 2.1(a)(ii) of this Commercial Shared-Loss Agreement.

“Reimbursable Expenses“ means, for any Shared-Loss
Quarter, the amount of actual, reasonable and necessary out-of-pocket expenses
(other than Capitalized Expenditures), paid to third parties (other than
Affiliates of the Assuming Institution) by or on behalf of the Assuming
Institution, as limited by Sections 3.2(c) and (d) of Article III of this
Commercial Shared-Loss Agreement, to:

(i) recover amounts owed with respect to any Shared-Loss Asset as to which a
Charge-Off has been effected prior to the end of the final Shared-Loss Quarter
(provided that such amounts were incurred no earlier than the date the first
Charge-Off on such Shared-Loss Asset could have been reflected on the

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Accounting Records of the Assuming Institution) and recover amounts owed with
respect to Failed Bank Charge-Offs/Write-Downs (including, in each case, all
costs and expenses related to an Environmental Assessment and any other costs or
expenses related to any environmental conditions with respect to the Shared-Loss
Assets (it being understood that any such remediation expenses for any such
pollutant or contaminant are not recoverable if in excess of $200,000 per
Shared-Loss Asset, without the Assuming Institution having obtained the prior
consent of the Receiver for such expenses); provided, that, so
long as income with respect to a Shared-Loss Loan is being pro-rated pursuant to
the arithmetical formula in subsection (II) of the definition of “Recoveries”,
the term “Reimbursable Expenses” shall not include that portion of any
such expenses paid during such Shared-Loss Quarter to recover any amounts owed
on that Shared-Loss Loan that is derived by:

subtracting (1) the product derived by multiplying:

(A) the total amount of any such expenses paid by or on behalf of the
Assuming Institution during such Shared-Loss Quarter with respect to that
Shared-Loss Loan, by

(B) a fraction, the numerator of which is the aggregate principal
amount (excluding reversals or charge-offs of Accrued Interest) of all such
Failed Bank Charge-Offs/Write-Downs and Charge-Offs effected by the Assuming
Institution with respect to that Shared-Loss Loan plus the principal amount of
that Shared-Loss Loan that has not yet been charged-off but has been placed on
nonaccrual status, all of which occurred at any time prior to or during the
period in which the interest income referred to in subparagraph (II)(A) of the
definition of “Recoveries” was recognized, and the denominator of which
is the total amount of principal indebtedness (including all such prior Failed
Bank Charge-Offs/Write-Downs and Charge-Offs as described above) due from the
Obligor on that Shared-Loss Loan as of the end of such period;

from (2) the total amount of any such expenses paid during that
Shared-Loss Quarter with respect to that Shared-Loss Loan;

(ii) manage, operate or maintain Other Real Estate, Additional ORE or
Subsidiary ORE less the amount of any income received by the Assuming
Institution during such Shared-Loss Quarter with respect to such Other Real
Estate, Additional ORE or Subsidiary ORE (which resulting amount under this
clause (ii) may be negative);

(iii) litigation expenses with respect to Shared-Loss Assets.

“Review Board“ has the meaning provided in Section
2.1(f)(i) of this Commercial Shared-Loss Agreement.

“Shared-Loss Amount“ has the meaning provided in
Section 2.1(b)(i) of this Commercial Shared-Loss Agreement.

“Shared-Loss Asset Repurchase Price“ means, with
respect to any Shared-Loss Asset, the principal amount thereof plus any other
fees or penalties due from an Obligor (including, subject to the limitations
discussed below, the amount of any Accrued Interest) stated on the Accounting
Records of the Assuming Institution, as of the date as of which the Shared-Loss
Asset Repurchase Price is being determined (regardless, in the case of a
Shared-Loss Loan, of the Legal Balance thereof) plus all Reimbursable Expenses
and Recovery Expenses incurred up to and through the date of consummation of
purchase of such Shared-Loss Asset; provided, that (i) in the case
of a Shared-Loss Loan there shall be excluded from such amount the amount of any
Accrued Interest accrued on or with respect to such Shared-Loss Loan prior to
the ninety

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(90)-day period ending on the day prior to the purchase date determined
pursuant to Sections 2.1(e)(i) or 2.1(e)(iii) of this Commercial Shared-Loss
Agreement, except to the extent such Accrued Interest was included in the Book
Value of such Shared-Loss Loan, and (ii) any collections on a Shared-Loss Loan
received by the Assuming Institution after the purchase date applicable to such
Shared-Loss Loan shall be applied (without duplication) to reduce the
Shared-Loss Asset Repurchase Price of such Shared-Loss Loan on a
dollar-for-dollar basis. For purposes of determining the amount of unpaid
interest which accrued during a given period with respect to a variable-rate
Shared-Loss Loan, all collections of interest shall be deemed to be applied to
unpaid interest in the chronological order in which such interest accrued.

“Shared-Loss Assets“ means Shared-Loss Loans, Other
Real Estate purchased by the Assuming Institution, Additional ORE, Subsidiary
ORE and Capitalized Expenditures, but does not include Shared-Loss Securities.

“Shared-Loss Loan Commitment“ means:

(i) any Commitment to make a further extension of credit or to make a further
advance with respect to an existing Shared-Loss Loan; and

(ii) any Shared-Loss Loan Commitment (described in subparagraph (i)
immediately preceding) with respect to which the Assuming Institution has made a
Permitted Amendment.

“Shared-Loss Loan Commitment Advance“ means an
advance pursuant to a Shared-Loss Loan Commitment with respect to which the
Assuming Institution has not made a Permitted Advance.

“Shared-Loss Loans“ means:

(i) (A) Loans purchased by the Assuming Institution pursuant to the Purchase
and Assumption Agreement set forth on Schedule 4.15(b) to the Purchase and
Assumption Agreement;

(B) New Shared-Loss Loans purchased by the Assuming Institution pursuant to
the Purchase and Assumption Agreement;

(C) Permitted Advances;

(D) Shared-Loss Loan Commitment Advances, if any; provided,
that Shared-Loss Loans shall not include Loans, New Shared-Loss Loans,
Permitted Advances and Shared-Loss Loan Commitment Advances with respect to
which an Acquired Subsidiary, or a constituent Subsidiary thereof, is an
Obligor;

(E) Loans owned by any Acquired Subsidiary which are not Shared-Loss Loans
under the Single Family Shared-Loss Agreement; and

(F) Consumer Loans; and

(ii) any Shared-Loss Loans (described in subparagraph (i) immediately
preceding) with respect to which the Assuming Institution has made a Permitted
Amendment.

“Shared-Loss Securities” means those securities and
other assets listed on Exhibit 4.15(C).

“Shared-Loss Payment Trigger” means when the sum of
the Cumulative Loss Amount under this Single Family Shared-Loss Agreement and
the cumulative Shared-Loss Amounts under the Commercial Shared-Loss Agreement,
exceeds the First Loss Tranche. If the First Loss Tranche is zero or a negative
number, the Shared Loss Payment Trigger shall be deemed to have been reached
upon Bank Closing.

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“Shared-Loss Quarter“ has the meaning provided in
Section 2.1(a)(i) of this Commercial Shared-Loss Agreement.

“Shares” means common stock and any instrument which
by its terms is currently convertible into common stock, or which may become
convertible into common stock.

“SLS Net Realized Gain” means the net realized gain
on the sale of a Shared Loss Security determined pursuant to FAS 115, expressed
as a negative number on the Quarterly Certificate.

“SLS Net Realized Loss” means the net realized loss
on the sale of a Shared Loss Security determined pursuant to FAS 115, expressed
as a positive number on the Quarterly Certificate.

“Subsidiary ORE“ means all assets owned by ORE
Subsidiaries that would constitute ORE or Additional ORE if such assets were on
the books of the Assuming Institution.

“Termination Date“ means the eighth (8th) anniversary
of the Commencement Date.

“Third Party Servicer” means any servicer appointed
from time to time by the Assuming Institution or any Affiliate of the Assuming
Institution to service the Shared-Loss Assets on behalf of the Assuming
Institution, the identity of which shall be given to the Receiver prior to or
concurrent with the appointment thereof.

ARTICLE II : SHARED-LOSS
ARRANGEMENT

2.1 Shared-Loss Arrangement.

(a) Quarterly Certificates. (i) Not later than thirty
(30) days after the end of each Calendar Quarter from and including the initial
Calendar Quarter to and including the Calendar Quarter in which the Applicable
Anniversary of the Commencement Date falls (each of such Calendar Quarters being
referred to herein as a “Shared-Loss Quarter”), the Assuming Institution shall
deliver to the Receiver a certificate, signed by the Assuming Institution153s
chief executive officer and its chief financial officer, setting forth in such
form and detail as the Receiver may specify (a “Quarterly Certificate”)(an
example of a Quarterly Certificate is attached as Exhibit 1):

(A) the amount of Charge-Offs, the amount of Recoveries and the amount of Net
Charge-Offs (which amount may be negative) during such Shared-Loss Quarter with
respect to the Shared-Loss Assets (and for Recoveries, with respect to the
Assets for which a charge-off was effected by the Failed Bank prior to Bank
Closing); and

(B) the aggregate amount of Reimbursable Expenses (which amount may be
negative) during such Shared-Loss Quarter; and

(C) SLS Net Realized Loss and SLS Net Realized Gain, if any; and

(D) any OTTI Adjustment.

(ii) Not later than thirty (30) days after the end of each Calendar Quarter
from and including the first Calendar Quarter following the final Shared-Loss
Quarter to and including the Calendar Quarter in which the Termination Date
falls (each of such Calendar Quarters being referred to herein as a

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“Recovery Quarter”), the Assuming Institution shall deliver to the Receiver a
Quarterly Certificate setting forth, in such form and detail as the Receiver may
specify

(A) the amount of Recoveries and Recovery Expenses during such Recovery
Quarter. On the Quarterly Certificate for the first Recovery Quarter
only, the Assuming Institution may report as a separate item, in such form
and detail as the Receiver may specify, the aggregate amount of any Reimbursable
Expenses that: (a) were incurred prior to or during the final Shared-Loss
Quarter, and (b) had not been included in any Quarterly
Certificate for any Shared-Loss Quarter because they had not been actually paid
by or on behalf of the Assuming Institution (in accordance with the terms of
this Commercial Shared-Loss Agreement) during any Shared-Loss Quarter and
(c) were actually paid by or on behalf of the Assuming Institution (in
accordance with the terms of this Commercial Shared-Loss Agreement) during the
first Recovery Quarter; and

(B) SLS Net Realized Gain, and any reversals of OTTI Loss.

(b) Payments With Respect to Shared-Loss Assets.

(i) For purposes of this Section 2.1(b), the Assuming Institution shall
initially record the Shared-Loss Assets on its Accounting Records at Book Value,
and initially record the Shared-Loss Securities on its Accounting Records at
Book Value, and adjust such amounts as such values may change after the Bank
Closing. If the amount of all Net Charge-Offs during any Shared-Loss Quarter
plus Reimbursable Expenses, plus SLS Net Realized Gain and SLS Net
Realized Loss, plus the OTTI Adjustment during such Shared-Loss Quarter
(the “Shared-Loss Amount”) is positive, then, except as provided in Sections
2.1(c) and (e) below, and subject to the provisions of Section 2.1(b)(vi) below,
not later than fifteen (15) days after the date on which the Receiver receives
the Quarterly Certificate with respect to such Shared-Loss Quarter, the Receiver
shall pay to the Assuming Institution an amount equal to eighty percent (80%) of
the Shared-Loss Amount for such Shared-Loss Quarter. If the Shared-Loss Amount
during any Shared-Loss Quarter is negative, the Assuming Institution shall pay
to the Receiver an amount equal to eighty percent (80%) of the Shared-Loss
Amount for such Shared-Loss Quarter, which payment shall be delivered to the
Receiver together with the Quarterly Certificate for such Shared-Loss Quarter.

(ii) (A) If the amount of gross Recoveries during any Recovery Quarter
less Recovery Expenses during such Recovery Quarter plus SLS Net Realized
Gains and reversals of OTTI Loss on Shared-Loss Securities (the “Recovery
Amount”) is positive, then, simultaneously with its delivery of the Quarterly
Certificate with respect to such Recovery Quarter, the Assuming Institution
shall pay to the Receiver an amount equal to eighty percent (80%) of the
Recovery Amount for such Recovery Quarter.

(B) If the Recovery Amount is negative, then such negative amount shall be
subtracted from the amount of gross Recoveries during the next succeeding
Recovery Quarter in determining the Recovery Amount in such next succeeding
Recovery Quarter; provided, that this Section 2.1(b)(ii) shall
operate successively in the event that the Recovery Amount (after giving effect
to this Section 2.1(b)(ii)) in such next succeeding Recovery Quarter is
negative.

(C) The Assuming Institution shall specify, in the Quarterly Certificate for
the final Recovery Quarter, the aggregate amount for all Recovery Quarters only,
as of the end of, and including, the final Recovery Quarter of (A) Recoveries
plus SLS Net Realized Gains and reversals of OTTI Loss on Shared-Loss Securities
(“Aggregate Recovery Period Recoveries”), (B) Recovery Expenses (“Aggregate
Recovery Expenses”), and (C) only those Recovery Expenses that have been
actually “offset” against Aggregate Recovery Period Recoveries (including those
so “offset” in that final Recovery Quarter)

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(“Aggregate Offset Recovery Expenses”); as used in this sentence, the term
“offset” means the amount that has been applied to reduce gross Recoveries in
any Recovery Quarter pursuant to the methodology set forth in this Section
2.1(b)(ii). If, at the end of the final Recovery Quarter the amount of Aggregate
Recovery Expenses exceeds the amount of Aggregate Recovery Period Recoveries,
the Receiver shall have no obligation to pay to the Assuming Institution all or
any portion of such excess.

(D) Subsequent to the Assuming Institution153s calculation of the Recovery
Amount (if any) for the final Recovery Quarter, the Assuming Institution shall
also show on the Quarterly Certificate for the final Recovery Quarter the
results of the following three mathematical calculations: (i) Aggregate Recovery
Period Recoveries minus Aggregate Offset Recovery Expenses; (ii)
Aggregate Recovery Expenses minus Aggregate Offset Recovery Expenses; and
(iii) the lesser of the two amounts calculated in (i) and (ii)
immediately above (“Additional Recovery Expenses”) multiplied by 80% (the
amount so calculated in (iii) being defined as the “Additional Recovery Expense
Amount”). If the Additional Recovery Expense Amount is greater than zero, then
the Assuming Institution may request in the Quarterly Certificate for the final
Recovery Quarter that the Receiver reimburse the Assuming Institution the amount
of the Additional Recovery Expense Amount and the Receiver shall pay to the
Assuming Institution the Additional Recovery Expense Amount within fifteen (15)
days after the date on which the Receiver receives that Quarterly Certificate.

(E) On the Quarterly Certificate for the final Recovery Quarter only, the
Assuming Institution may include, in addition to any Recovery Expenses for that
Recovery Quarter that were paid by or on behalf of the Assuming Institution in
that Recovery Quarter, those Recovery Expenses that: (a) were incurred prior to
or during the final Recovery Quarter, and (b) had not been
included in any Quarterly Certificate for any Recovery Quarter because they had
not been actually paid by or on behalf of the Assuming Institution (in
accordance with the terms of this Commercial Shared-Loss Agreement) during any
Recovery Quarter, and (c) were actually paid by or on behalf of the
Assuming Institution (in accordance with the terms of this Commercial
Shared-Loss Agreement) prior to the date the Assuming Institution is required to
deliver that final Quarterly Certificate to the Receiver under the terms of
Section 2.1(a)(ii).

(iii) With respect to each Shared-Loss Quarter and Recovery Quarter,
collections by or on behalf of the Assuming Institution on any charge-off
effected by the Failed Bank prior to Bank Closing on an Asset other than a
Shared-Loss Asset or Shared-Loss Securities shall be reported as Recoveries
under this Section 2.1 only to the extent such collections exceed the Book Value
of such Asset, if any. For any Shared-Loss Quarter or Recovery Quarter in which
collections by or on behalf of the Assuming Institution on such Asset are
applied to both Book Value and to a charge-off effected by the Failed Bank prior
to Bank Closing, the amount of expenditures incurred by or on behalf of the
Assuming Institution attributable to the collection of any such Asset, that
shall be considered a Reimbursable Expense or a Recovery Expense under this
Section 2.1 will be limited to a proportion of such expenditures which is equal
to the proportion derived by dividing (A) the amount of collections on such
Asset applied to a charge-off effected by the Failed Bank prior to Bank Closing,
by (B) the total collections on such Assets. With respect to Assets that were
completely charged off by the Failed Bank and had a zero Book Value at Bank
Closing, for the purpose of calculating the payments under this Section 2.1(b)
for Recoveries on those Assets for each such quarter, the Assuming Institution
shall pay an amount equal to fifty percent (50%) of the Recoveries on Failed
Bank Charge-Offs/Write-Downs with respect to such Assets, and shall separately
account for the other computations on those Recoveries under this Section 2.1(b)
using fifty percent (50%) (and not eighty percent (80%)).

(iv) If the Assuming Institution has duly specified an amount of Reimbursable
Expenses on the Quarterly Certificate for the first Recovery Quarter as
described above in Section 2.1(a)(ii)(E), then, not later than fifteen (15) days
after the date on which the Receiver receives that Quarterly Certificate, the
Receiver shall pay to the Assuming Institution an amount equal to eighty percent
(80%) of the amount of

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such Reimbursable Expenses.

(v) If the First Loss Tranche as determined under the Purchase and Assumption
Agreement is a positive number, Receiver has no obligation to make payment for
any Shared Loss Quarters until the Shared -Loss Payment Trigger is satisfied.

(vi) Payments from the Receiver with respect to this Commercial Shared-Loss
Agreement are administrative expenses of the Receiver. To the extent the
Receiver needs funds for shared-loss payments respect to this Commercial
Shared-Loss Agreement, the Receiver shall request funds under the Master Loan
and Security Agreement, as amended (“MLSA”), from FDIC in its corporate
capacity. The Receiver will not agree to any amendment of the MLSA that would
prevent the Receiver from drawing on the MLSA to fund shared-loss payments.

(c) Limitation on Shared-Loss Payment. The Receiver
shall not be required to make any payments pursuant to this Section 2.1 with
respect to any Charge-Off of a Shared-Loss Asset that the Receiver or the
Corporation determines, based upon the Examination Criteria, should not have
been effected by the Assuming Institution; provided, (x) the Receiver must
provide notice to the Assuming Institution detailing the grounds for not making
such payment, (y) the Receiver must provide the Assuming Institution with a
reasonable opportunity to cure any such deficiency and (z) (1) to the extent
curable, if cured, the Receiver shall make payment with respect to any properly
effected Charge-Off and (2) to the extent not curable, the Receiver shall make a
payment as to all Charge-Offs (or portion of Charge-Offs) that were effected
which would have been payable as a Charge-Off if the Assuming Institution had
properly effected such Charge-Off. In the event that the Receiver does not make
any payments with respect to any Charge-Off of a Shared-Loss Asset pursuant to
this Section 2.1 or determines that a payment was improperly made, the Assuming
Institution and the Receiver shall, upon final resolution, make such accounting
adjustments and payments as may be necessary to give retroactive effect to such
corrections. Failure to administer any Shared-Loss Asset or Assets, or
Shared-Loss Securities, in accordance with Article III shall at the discretion
of the Receiver constitute grounds for the loss of shared loss coverage with
respect to such Shared-Loss Loan or Loans.

(d) Sale of, or Additional Advances or Amendments with Respect to,
Shared-Loss Loans and Administration of Related Loans. No
Shared-Loss Loan shall be treated as a Shared-Loss Asset pursuant to this
Section 2.1 (i) if the Assuming Institution sells or otherwise transfers such
Shared-Loss Loan or any interest therein (whether with or without recourse) to
any Person, (ii) after the Assuming Institution makes any additional advance,
commitment or increase in the amount of a commitment with respect to such
Shared-Loss Loan that does not constitute a Permitted Advance or a Shared-Loss
Loan Commitment Advance, (iii) after the Assuming Institution makes any
amendment, modification, renewal or extension to such Shared-Loss Loan that does
not constitute a Permitted Amendment, or (iv) after the Assuming Institution has
managed, administered or collected any “Related Loan” (as such term is defined
in Section 3.4 of Article III of this Commercial Shared-Loss Agreement) in any
manner which would have the effect of increasing the amount of any collections
with respect to the Related Loan to the detriment of such Shared-Loss Asset to
which such loan is related; provided, that any such Shared-Loss
Loan that has been the subject of Charge-Offs prior to the taking of any action
described in clause (i), (ii), (iii) or (iv) of this Section 2.1(d) by the
Assuming Institution shall be treated as a Shared-Loss Asset pursuant to this
Section 2.1 solely for the purpose of treatment of Recoveries on such
Charge-Offs until such time as the amount of Recoveries with respect to such
Shared-Loss Asset equals such Charge-Offs.

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(e) Option to Purchase.

(i) In the event that the Assuming Institution determines that there is a
substantial likelihood that continued efforts to collect a Shared-Loss Asset or
an Asset for which a charge-off was effected by the Failed Bank with, in either
case, a Legal Balance of $5,000,000 or more on the Accounting Records of the
Assuming Institution will result in an expenditure, after Bank Closing, of funds
by on behalf of the Assuming Institution to a third party for a specified
purpose (the expenditure of which, in its best judgment, will maximize
collections), which do not constitute Reimbursable Expenses or Recovery
Expenses, and such expenses will exceed ten percent (10%) of the then book value
thereof as reflected on the Accounting Records of the Assuming Institution, the
Assuming Institution shall (i) promptly so notify the Receiver and (ii) request
that such expenditure be treated as a Reimbursable Expense or Recovery Expense
for purposes of this Section 2.1. (Where the Assuming Institution determines
that there is a substantial likelihood that the previously mentioned situation
exists with respect to continued efforts to collect a Shared-Loss Asset or an
Asset for which a charge-off was effected by the Failed Bank with, in either
case, a Legal Balance of less than $1,000,000 on the Accounting Records of the
Assuming Institution, the Assuming Institution may so notify the Receiver and
request that such expenditure be treated as a Reimbursable Expense or Recovery
Expense.) Within thirty (30) days after its receipt of such a notice, the
Receiver will advise the Assuming Institution of its consent or denial, that
such expenditures shall be treated as a Reimbursable Expense or Recovery
Expense, as the case may be. Notwithstanding the failure of the Receiver to give
its consent with respect to such expenditures, the Assuming Institution shall
continue to administer such Shared-Loss Asset in accordance with Section 2.2,
except that the Assuming Institution shall not be required to make such
expenditures. At any time after its receipt of such a notice and on or prior to
the Termination Date the Receiver shall have the right to purchase such
Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding
any consent by the Receiver with respect to such expenditure.

(ii) During the period prior to the Termination Date, the Assuming
Institution shall notify the Receiver within fifteen (15) days after any of the
following becomes fully or partially charged-off:

(A) a Shared-Loss Loan having a Legal Balance (or, in the case of more than
one (1) Shared-Loss Loan made to the same Obligor, a combined Legal Balance) of
$5,000,000 or more in circumstances in which the legal claim against the
relevant Obligor survives; or

(B) a Shared-Loss Loan to a director, an “executive officer” as defined in 12
C.F.R. 215.2(d), a “principal shareholder” as defined in 12 C.F.R. 215.2(l), or
an Affiliate of the Assuming Institution.

During the period prior to the Termination Date, the Assuming Institution
shall notify the Receiver within fifteen (15) days after any complete or partial
charge-off of a Shared-Loss Loan to a director, an “executive officer” as
defined in 12 C.F.R. 215.2(d), a “principal shareholder” as defined in 12 C.F.R.
215.2(l), or an Affiliate of the Assuming Institution.

(iii) If the Receiver determines in its discretion that the Assuming
Institution is not diligently pursuing collection efforts with respect to any
Shared-Loss Asset which has been fully or partially charged-off or written-down
(including any Shared-Loss Asset which is identified or required to be
identified in a notice pursuant to Section 2.1(e)(ii)) or any Asset for which
there exists a Failed Bank Charge-Off/Write-Down, the Receiver may at its
option, exercisable at any time on or prior to the Termination Date, require the
Assuming Institution to assign, transfer and convey such Shared-Loss Asset or
Asset to and for the sole benefit of the Receiver for a price equal to the
Shared-Loss Asset Repurchase Price thereof less the Related Liability Amount
with respect to any Related Liabilities related to such Shared-Loss Asset or
Asset.

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(iv) Not later than ten (10) days after the date upon which the Assuming
Institution receives notice of the Receiver153s intention to purchase or require
the assignment of any Shared-Loss Asset or Asset pursuant to Section 2.1(e)(i)
or (iii), the Assuming Institution shall transfer to the Receiver such
Shared-Loss Asset or Asset and any Credit Files relating thereto and shall take
all such other actions as may be necessary and appropriate to adequately effect
the transfer of such Shared-Loss Asset or Asset from the Assuming Institution to
the Receiver. Not later than fifteen (15) days after the date upon which the
Receiver receives such Shared-Loss Asset or Asset and any Credit Files relating
thereto, the Receiver shall pay to the Assuming Institution an amount equal to
the Shared-Loss Asset Repurchase Price of such Shared-Loss Asset or Asset less
the Related Liability Amount.

(v) The Receiver shall assume all Related Liabilities with respect to any
Shared-Loss Asset or Asset set forth in the notice described in Section
2.1(e)(iv).

(f) Dispute Resolution.

(i) (A) Any dispute as to whether a Charge-Off of a Shared-Loss Asset was
made in accordance with Examination Criteria shall be resolved by the Assuming
Institution153s Chartering Authority. (B) With respect to any other dispute
arising under the terms of this Commercial Shared-Loss Agreement which the
parties hereto cannot resolve after having negotiated such matter, in good
faith, for a thirty (30) day period, other than a dispute the Corporation is not
permitted to submit to arbitration under the Administrative Dispute Resolution
Act of 1996 (“ADRA”), as amended, such other dispute shall be resolved by
determination of a review board (a “Review Board”) established pursuant to
Section 2.1(f). Any Review Board under this Section 2.1(f) shall follow the
provisions of the Federal Arbitration Act and shall follow the provisions of the
ADRA. (C) Any determination by the Assuming Institution153s Chartering Authority
or by a Review Board shall be conclusive and binding on the parties hereto and
not subject to further dispute, and judgment may be entered on said
determination in accordance with applicable arbitration law in any court having
jurisdiction thereof.

(ii) A Review Board shall consist of three (3) members, each of whom shall
have such expertise as the Corporation and the Assuming Institution agree is
relevant. As appropriate, the Receiver or the Corporation (the “FDIC Party”)
will select one member, one member will be selected by the Assuming Institution
and the third member (the “Neutral Member”) will be selected by the other two
members. The member of the Review Board selected by a party may be removed at
any time by such party upon two (2) days153 written notice to the other party of
the selection of a replacement member. The Neutral Member may be removed by
unanimous action of the members appointed by the FDIC Party and the Assuming
Institution after two (2) days153 prior written notice to the FDIC Party and the
Assuming Institution of the selection of a replacement Neutral Member. In
addition, if a Neutral Member fails for any reason to serve or continue to serve
on the Review Board, the other remaining members shall so notify the parties to
the dispute and the Neutral Member in writing that such Neutral Member will be
replaced, and the Neutral Member shall thereafter be replaced by the unanimous
action of the other remaining members within twenty (20) business days of that
notification.

(iii) No dispute may be submitted to a Review Board by any of the parties to
this Commercial Shared-Loss Agreement unless such party has provided to the
other party a written notice of dispute (“Notice of Dispute”). During the
forty-five (45)-day period following the providing of a Notice of Dispute, the
parties to the dispute will make every effort in good faith to resolve the
dispute by mutual agreement. As part of these good faith efforts, the parties
should consider the use of less formal dispute resolution techniques, as judged
appropriate by each party in its sole discretion. Such techniques may include,
but are not limited to, mediation, settlement conference, and early neutral
evaluation. If the parties

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have not agreed to a resolution of the dispute by the end of such forty-five
(45)-day period, then, subject to the discretion of the Corporation and the
written consent of the Assuming Institution as set forth in Section 2.1(f)(i)(B)
above, on the first day following the end of such period, the FDIC Party and the
Assuming Institution shall notify each other of its selection of its member of
the Review Board and such members shall be instructed to promptly select the
Neutral Member of the Review Board. If the members appointed by the FDIC Party
and the Assuming Institution are unable to promptly agree upon the initial
selection of the Neutral Member, or a timely replacement Neutral Member as set
forth in Section 2.1(f)(ii) above, the two appointed members shall apply to the
American Arbitration Association (“AAA”), and such Neutral Member shall be
appointed in accordance with the Commercial Arbitration Rules of the AAA.

(iv) The resolution of a dispute pursuant to this Section 2.1(f) shall be
governed by the Commercial Arbitration Rules of the AAA to the extent that such
rules are not inconsistent with this Section 2.1(f). The Review Board may modify
the procedures set forth in such rules from time to time with the prior approval
of the FDIC Party and the Assuming Institution.

(v) Within fifteen (15) days after the last to occur of the final written
submissions of both parties, the presentation of witnesses, if any, and oral
presentations, if any, the Review Board shall adopt the position of one of the
parties and shall present to the parties a written award regarding the dispute.
The determination of any two (2) members of a Review Board will constitute the
determination of such Review Board.

(vi) The FDIC Party and the Assuming Institution will each pay the fees and
expenses of the member of the Review Board selected by it. The FDIC Party and
Assuming Institution will share equally the fees and expenses of the Neutral
Member. No such fees or expenses incurred by or on behalf of the Assuming
Institution shall be subject to reimbursement by the FDIC Party under this
Commercial Shared-Loss Agreement or otherwise.

(vii) Each party will bear all costs and expenses incurred by it in
connection with the submission of any dispute to a Review Board. No such costs
or expenses incurred by or on behalf of the Assuming Institution shall be
subject to reimbursement by the FDIC Party under this Commercial Shared-Loss
Agreement or otherwise. The Review Board shall have no authority to award costs
or expenses incurred by either party to these proceedings.

(viii) Any dispute resolution proceeding held pursuant to this Section 2.1(f)
shall not be public. In addition, each party and each member of any Review Board
shall strictly maintain the confidentiality of all issues, disputes, arguments,
positions and interpretations of any such proceeding, as well as all
information, attachments, enclosures, exhibits, summaries, compilations,
studies, analyses, notes, documents, statements, schedules and other similar
items associated therewith, except as the parties agree in writing or such
disclosure is required pursuant to law, rule or regulation. Pursuant to ADRA,
dispute resolution communications may not be disclosed either by the parties or
by any member of the Review board unless:

(1) all parties to the dispute resolution proceeding agree in writing;

(2) the communication has already been made public;

(3) the communication is required by statute, rule or regulation to be made
public;

or

(4) a court determines that such testimony or disclosure is necessary to
prevent a manifest injustice, help establish a violation of the law or prevent
harm to the public health or safety, or of sufficient magnitude in the
particular case to outweigh the integrity of dispute resolution proceedings in
general by reducing the confidence of parties in future cases that their

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communications will remain confidential.

(ix) Any dispute resolution proceeding pursuant to this Section 2.1(f)
(whether as a matter of good faith negotiations, by resort to a Review Board, or
otherwise) is a compromise negotiation for purposes of the Federal Rules of
Evidence and state rules of evidence. The parties agree that all proceedings,
including any statement made or document prepared by any party, attorney or
other participants are privileged and shall not be disclosed in any subsequent
proceeding or document or construed for any purpose as an admission against
interest. Any document submitted and any statements made during any dispute
resolution proceeding are for settlement purposes only. The parties further
agree not to subpoena any of the members of the Review Board or any documents
submitted to the Review Board. In no event will the Neutral Member voluntarily
testify on behalf of any party.

(x) No decision, interpretation, determination, analysis, statement, award or
other pronouncement of any Review Board shall constitute precedent as regards
any subsequent proceeding (whether or not such proceeding involves dispute
resolution under this Commercial Shared-Loss Agreement) nor shall any Review
Board be bound to follow any decision, interpretation, determination, analysis,
statement, award or other pronouncement rendered by any previous Review Board or
any other previous dispute resolution panel which may have convened in
connection with a transaction involving other failed financial institutions or
Federal assistance transactions.

(xi) The parties may extend any period of time in this Section 2.1(f) by
mutual agreement. Notwithstanding anything above to the contrary, no dispute
shall be submitted to a Review Board until each member of the Review Board, and
any substitute member, if applicable, agrees to be bound by the provisions of
this Section 2.1(f) as applicable to members of a Review Board. Prior to the
commencement of the Review Board proceedings, or, in the case of a substitute
Neutral Member, prior to the re-commencement of such proceedings subsequent to
that substitution, the Neutral Member shall provide a written oath of
impartiality.

(xii) For the avoidance of doubt, and notwithstanding anything herein to the
contrary, in the event any notice of dispute is provided to a party under this
Section 2.1(g) prior to the Termination Date, the terms of this Commercial
Shared-Loss Agreement shall remain in effect with respect to any such items set
forth in such notice until such time as any such dispute with respect to such
item is finally resolved.

(g) Payment in the Event Losses Fail to Reach Expected
Level. On the date that is 45 days following the last day (such
day, the “True-Up Measurement Date”) of the calendar month in which the tenth
anniversary of the calendar day following the Bank Closing occurs, or upon the
final disposition of all Shared Loss Assets under the Single Family Shared-Loss
Agreement at any time after the termination of this Commercial Shared-Loss
Agreement, the Assuming Institution shall pay to the Receiver fifty percent
(50%) of the excess, if any, of (i) twenty percent (20%) of the Intrinsic Loss
Estimate less (ii) the sum of (A) twenty-five percent (25%) of the asset premium
(discount) plus (B) twenty-five percent (25%) of the Cumulative Shared-Loss
Payments plus (C) the Cumulative Servicing Amount. The Assuming Institution
shall deliver to the Receiver not later than 30 days following the True-Up
Measurement Date, a schedule, signed by an officer of the Assuming Institution,
setting forth in reasonable detail the calculation of the Cumulative Shared-Loss
Payments and the Cumulative Servicing Amount.

2.2 Administration of Shared-Loss Assets. The
Assuming Institution shall at all times prior to the Termination Date comply
with the Rules Regarding the Administration of Shared-Loss Assets as set forth
in Article III of this Commercial Shared-Loss Agreement.

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2.3 Auditor Report; Right to Audit.

(a) Within the time period permitted for the examination audit pursuant to 12
CFR Section 363 after the end of each fiscal year from and including the fiscal
year during which Bank Closing falls to and including the calendar year during
which the Termination Date falls, the Assuming Institution shall deliver to the
Corporation and to the Receiver a report signed by its independent public
accountants stating that they have reviewed the terms of this Commercial
Shared-Loss Agreement and that, in the course of their annual audit of the
Assuming Institution153s books and records, nothing has come to their attention
suggesting that any computations required to be made by the Assuming Institution
during such year by this Article II were not made by the Assuming Institution in
accordance herewith. In the event that the Assuming Institution cannot comply
with the preceding sentence, it shall promptly submit to the Receiver corrected
computations together with a report signed by its independent public accountants
stating that, after giving effect to such corrected computations, nothing has
come to their attention suggesting that any computations required to be made by
the Assuming Institution during such year by this Article II were not made by
the Assuming Institution in accordance herewith. In such event, the Assuming
Institution and the Receiver shall make all such accounting adjustments and
payments as may be necessary to give effect to each correction reflected in such
corrected computations, retroactive to the date on which the corresponding
incorrect computation was made. It is the intention of this provision to align
the timing of the audit required under this Commercial Shared-Loss Agreement
with the examination audit required pursuant to 12 CFR Section 363.

(b) The Assuming Institution shall perform on an annual basis an internal
audit of its compliance with the provisions of this Article II and shall provide
the Receiver and the Corporation with copies of the internal audit reports and
access to internal audit work papers related to such internal audit.

(c) The Receiver or the Corporation, their agents, contractors and their
employees, may perform an audit to determine the Assuming Institution153s
compliance with the provisions of this Commercial Shared-Loss Agreement,
including this Article II, at any time by providing not less than ten (10)
Business Days prior written notice. The scope and duration of any such audit
shall be within the discretion of the Receiver or the Corporation, as the case
may be, but shall in no event be administered in a manner that unreasonably
interferes with the operation of the Assuming Institution153s business. The
Receiver or the Corporation, as the case may be, shall bear the expense of any
such audit. In the event that any corrections are necessary as a result of such
an audit, the Assuming Institution and the Receiver shall make such accounting
adjustments and payments as may be necessary to give retroactive effect to such
corrections.

2.4 Withholdings. Notwithstanding any other provision
in this Article II, the Receiver, upon the direction of the Director (or
designee) of the Corporation153s Division of Resolutions and Receiverships, may
withhold payment for any amounts included in a Quarterly Certificate delivered
pursuant to Section 2.1, if, in its judgment, there is a reasonable basis under
the terms of this Commercial Shared-Loss Agreement for denying the eligibility
of an item for which reimbursement or payment is sought under such Section. In
such event, the Receiver shall provide a written notice to the Assuming
Institution detailing the grounds for withholding such payment. At such time as
the Assuming Institution demonstrates to the satisfaction of the Receiver that
the grounds for such withholding of payment, or portion of payment, no longer
exist or have been cured, then the Receiver shall pay the Assuming Institution
the amount withheld which the Receiver determines is eligible for payment,
within fifteen (15) Business Days. In the event the Receiver or the Assuming
Institution elects to submit the issue of the eligibility of the item for
reimbursement or payment for determination under the dispute resolution
procedures of Section 2.1(f), then (i) if the dispute is settled by the mutual
agreement of the parties in accordance with Section 2.1(f)(iii), the Receiver
shall pay the amount withheld (to the extent so agreed) within fifteen (15)
Business Days from the date upon which the dispute is determined by the parties
to be resolved by mutual agreement, and (ii) if the dispute is resolved by the
determination of a Review Board, the Receiver shall pay the amount withheld (to
the extent so determined)

122

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within fifteen (15) Business Days from the date upon which the Receiver is
notified of the determination by the Review Board of its obligation to make such
payment. Any payment by the Receiver pursuant to this Section 2.4 shall be made
together with interest on the amount thereof from the date the payment was
agreed or determined otherwise to be due, at the interest rate per annum
determined by the Receiver to be equal to the coupon equivalent of the three
(3)-month U.S. Treasury Bill Rate in effect as of the first Business Day of each
Calendar Quarter during which such interest accrues as reported in the Federal
Reserve Board153s Statistical Release for Selected Interest Rates H.15 opposite
the caption “Auction Average – 3-Month” or, if not so reported for such day, for
the next preceding Business Day for which such rate was so reported.

2.5 Books and Records. The Assuming
Institution shall at all times during the term of this Commercial Shared-Loss
Agreement keep books and records which fairly present all dealings and
transactions carried out in connection with its business and affairs. Except as
otherwise provided for in the Purchase and Assumption Agreement or this
Commercial Shared-Loss Agreement, all financial books and records shall be kept
in accordance with generally accepted accounting principles, consistently
applied for the periods involved and in a manner such that information necessary
to determine compliance with any requirement of the Purchase and Assumption
Agreement or this Commercial Shared-Loss Agreement will be readily obtainable,
and in a manner such that the purposes of the Purchase and Assumption Agreement
or this Commercial Shared-Loss Agreement may be effectively accomplished.
Without the prior written approval of the Corporation, the Assuming Institution
shall not make any change in its accounting principles adversely affecting the
value of the Shared-Loss Assets except as required by a change in generally
accepted accounting principles. The Assuming Institution shall notify the
Corporation of any change in its accounting principles affecting the Shared-Loss
Assets which it believes are required by a change in generally accepted
accounting principles.

2.6 Information. The Assuming
Institution shall promptly provide to the Corporation such other information,
including financial statements and computations, relating to the performance of
the provisions of the Purchase and Assumption Agreement or otherwise relating to
its business and affairs or this Commercial Shared-Loss Agreement, as the
Corporation or the Receiver may request from time to time.

2.7 Tax Ruling. The Assuming Institution shall not at
any time, without the Corporation153s prior written consent, seek a private letter
ruling or other determination from the Internal Revenue Service or otherwise
seek to qualify for any special tax treatment or benefits associated with any
payments made by the Corporation pursuant to the Purchase and Assumption
Agreement or this Commercial Shared-Loss Agreement.

ARTICLE III – RULES REGARDING THE ADMINISTRATION OF
SHARED-LOSS ASSETS AND SHARED-LOSS SECURITIES

3.1 Agreement with Respect to Administration. The
Assuming Institution shall (and shall cause any of its Affiliates to which the
Assuming Institution transfers any Shared-Loss Assets or Shared-Loss
Securities), or shall cause a Third Party Servicer to, manage, administer, and
collect the Shared-Loss Assets and Shared-Loss Securities while owned by the
Assuming Institution or any Affiliate thereof during the term of this Commercial
Shared-Loss Agreement in accordance with the rules set forth in this Article III
(“Rules”). The Assuming Institution shall be responsible to the Receiver and the
Corporation in the performance of its duties hereunder and shall provide to the
Receiver and the Corporation such reports as the Receiver or the Corporation
reasonably deems advisable, including but not limited to the reports required by
Section 3.3 hereof, and shall permit the Receiver and the Corporation at all
times to monitor the Assuming Institution153s performance of its duties hereunder.

123

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3.2 Duties of the Assuming Institution with Respect to Shared-Loss
Assets.

(a) In the performance of its duties under these Rules, the Assuming
Institution shall:

(i) manage, administer, collect and effect Charge-Offs and Recoveries with
respect to each Shared-Loss Asset in a manner consistent with (A) usual and
prudent business and banking practices; (B) the Assuming Institution153s (or, in
the case a Third Party Servicer is engaged, the Third Party Servicer153s)
practices and procedures including, without limitation, the then-effective
written internal credit policy guidelines of the Assuming Institution, with
respect to the management, administration and collection of and taking of
charge-offs and write-downs with respect to loans, other real estate and
repossessed collateral that do not constitute Shared Loss Assets;

(ii) exercise its best business judgment in managing, administering,
collecting and effecting Charge-Offs with respect to Shared-Loss Assets;

(iii) use its best efforts to maximize collections with respect to
Shared-Loss Assets and, if applicable for a particular Shared-Loss Asset,
without regard to the effect of maximizing collections on assets held by the
Assuming Institution or any of its Affiliates that are not Shared-Loss Assets;

(iv) adopt and implement accounting, reporting, record-keeping and similar
systems with respect to the Shared-Loss Assets, as provided in Section 3.4
hereof;

(v) retain sufficient staff to perform its duties hereunder; and

(vi) provide written notification in accordance with Article IV of this
Commercial Shared-Loss Agreement immediately after the execution of any contract
pursuant to which any third party (other than an Affiliate of the Assuming
Institution) will manage, administer or collect any of the Shared-Loss Assets,
together with a copy of that contract.

(b) Any transaction with or between any Affiliate of the Assuming Institution
with respect to any Shared-Loss Asset including, without limitation, the
execution of any contract pursuant to which any Affiliate of the Assuming
Institution will manage, administer or collect any of the Shared-Loss Assets, or
any other action involving self-dealing, shall be subject to the prior written
approval of the Receiver or the Corporation.

(c) The following categories of expenses shall not be deemed to be
Reimbursable Expenses or Recovery Expenses:

(i) Federal, State, or local income taxes and expenses related thereto;

(ii) salaries or other compensation and related benefits of Assuming
Institution employees and the employees of its Affiliates including, without
limitation, any bonus, commission or severance arrangements, training, payroll
taxes, dues, or travel- or relocation-related expenses,;

(iii) the cost of space occupied by the Assuming Institution, any Affiliate
thereof and their staff, the rental of and maintenance of furniture and
equipment, and expenses for data processing including the purchase or
enhancement of data processing systems;

(iv) except as otherwise provided herein, fees for accounting and other
independent professional consultants (other than consultants retained to assess
the presence, storage or release of any

124

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hazardous or toxic substance, or any pollutant or contaminant with respect to
the collateral securing a Shared-Loss Asset that has been fully or partially
charged-off); provided, that for purposes of this Section
3.2(c)(iv), fees of attorneys and appraisers engaged as necessary to assist in
collections with respect to Shared-Loss Assets shall not be deemed to be fees of
other independent consultants;

(v) allocated portions of any other overhead or general and administrative
expense other than any fees relating to specific assets, such as appraisal fees
or environmental audit fees, for services of a type the Assuming Institution
does not normally perform internally;

(vi) any expense not incurred in good faith and with the same degree of care
that the Assuming Institution normally would exercise in the collection of
troubled assets in which it alone had an interest; and

(vii) any expense incurred for a product, service or activity that is of an
extravagant nature or design.

(d) Subject to Section 3.7, the Assuming Institution shall not contract with
third parties to provide services the cost of which would be a Reimbursable
Expense or Recovery Expense if the Assuming Institution would have provided such
services itself if the relevant Shared-Loss Assets were not subject to the
loss-sharing provisions of Section 2.1 of this Commercial Shared-Loss Agreement.

3.3 Duties of the Assuming Institution with Respect to Shared-Loss
Securities.

(a) In the performance of its duties under these Rules, the Assuming
Institution shall:

(i) manage, administer, collect and each Shared-Loss Security in a manner
consistent with (A) usual and prudent business and banking practices; (B) the
Assuming Institution153s practices and procedures including, without limitation,
the then-effective written internal credit policy guidelines of the Assuming
Institution, with respect to the management, administration and collection of
similar assets that are not Shared-Loss Securities;

(ii) exercise its best business judgment in managing, administering,
collecting and effecting Charge-Offs with respect to Shared-Loss Securities;

(iii) use its best efforts to maximize collections with respect to
Shared-Loss Securities and, if applicable for a particular Shared-Loss Security,
without regard to the effect of maximizing collections on assets held by the
Assuming Institution or any of its Affiliates that are not Shared-Loss
Securities, provided that, any sale of a Shared-Loss Security shall only be made
with the prior approval of the Receiver or the Corporation;

(iv) adopt and implement accounting, reporting, record-keeping and similar
systems with respect to the Shared-Loss Securities, as provided in Section 3.4
hereof;

(v) retain sufficient staff to perform its duties hereunder; and

(vi) provide written notification in accordance with Article IV of this
Commercial Shared-Loss Agreement immediately after the execution of any contract
pursuant to which any third party (other than an Affiliate of the Assuming
Institution) will manage, administer or collect any of the Shared-Loss
Securities, together with a copy of that contract.

125

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(b) Any transaction with or between any Affiliate of the Assuming Institution
with respect to any Shared-Loss Security including, without limitation, the
execution of any contract pursuant to which any Affiliate of the Assuming
Institution will manage, administer or collect any of the Shared-Loss Assets, or
any other action involving self-dealing, shall be subject to the prior written
approval of the Receiver or the Corporation.

(c) The Assuming Institution shall not contract with third parties to provide
services the cost of which would be a Reimbursable Expense or Recovery Expense
if the Assuming Institution would have provided such services itself if the
relevant Shared-Loss Assets were not subject to the loss-sharing provisions of
Section 2.1 of this Commercial Shared-Loss Agreement.

3.4 Records and Reports. The Assuming Institution
shall establish and maintain records on a separate general ledger, and on such
subsidiary ledgers as may be appropriate to account for the Shared-Loss Assets
and the Shared-Loss Securities, in such form and detail as the Receiver or the
Corporation may require, to enable the Assuming Institution to prepare and
deliver to the Receiver or the Corporation such reports as the Receiver or the
Corporation may from time to time request regarding the Shared-Loss Assets, the
Shared-Loss Securities and the Quarterly Certificates required by Section 2.1 of
this Commercial Shared-Loss Agreement.

3.5 Related Loans.

(a) The Assuming Institution shall not manage, administer or collect any
“Related Loan” in any manner which would have the effect of increasing the
amount of any collections with respect to the Related Loan to the detriment of
the Shared-Loss Asset to which such loan is related. A “Related Loan” means any
loan or extension of credit held by the Assuming Institution at any time on or
prior to the end of the final Recovery Quarter that is: (i) made to the same
Obligor with respect to a Loan that is a Shared-Loss Asset or with respect to a
Loan from which Other Real Estate, Additional ORE or Subsidiary ORE derived, or
(ii) attributable to the same primary Obligor with respect to any Loan described
in clause (i) under the rules of the Assuming Institution153s Chartering Authority
concerning the legal lending limits of financial institutions organized under
its jurisdiction as in effect on the Commencement Date, as applied to the
Assuming Institution.

(b) The Assuming Institution shall prepare and deliver to the Receiver with
the Quarterly Certificates for the Calendar Quarters ending June 30 and December
31 for all Shared-Loss Quarters and Recovery Quarters, a schedule of all Related
Loans which are commercial loans or commercial real estate loans with Legal
Balances of $5,000,000 or more on the Accounting Records of the Assuming
Institution as of the end of each such semi-annual period, and all other
commercial loans or commercial real estate loans attributable to the same
Obligor on such loans of $5,000,000 or more.

3.6 Legal Action; Utilization of Special Receivership
Powers. The Assuming Institution shall notify the Receiver in
writing (such notice to be given in accordance with Article IV below and to
include all relevant details) prior to utilizing in any legal action any special
legal power or right which the Assuming Institution derives as a result of
having acquired a Shared-Loss Asset from the Receiver, and the Assuming
Institution shall not utilize any such power unless the Receiver shall have
consented in writing to the proposed usage. The Receiver shall have the right to
direct such proposed usage by the Assuming Institution and the Assuming
Institution shall comply in all respects with such direction. Upon request of
the Receiver, the Assuming Institution will advise the Receiver as to the status
of any such legal action. The Assuming Institution shall immediately notify the
Receiver of any judgment in litigation involving any of the aforesaid special
powers or rights.

126

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3.7 Third Party Servicer. The Assuming Institution
may perform any of its obligations and/or exercise any of its rights under this
Commercial Shared-Loss Agreement through or by one or more Third Party
Servicers, who may take actions and make expenditures as if any such Third Party
Servicer was the Assuming Institution hereunder (and, for the avoidance of
doubt, such expenses incurred by any such Third Party Servicer on behalf of the
Assuming Institution shall be Reimbursable Expenses or Recovery Expenses, as the
case may be, to the same extent such expenses would so qualify if incurred by
the Assuming Institution); provided, however, that the use thereof by the
Assuming Institution shall not release the Assuming Institution of any
obligation or liability hereunder.

ARTICLE IV : PORTFOLIO SALE

4.1 Assuming Institution Portfolio Sales of Remaining Shared-Loss
Assets. The Assuming Institution shall have the right with the
concurrence of the Receiver, commencing as of the first day of the third to last
Shared-Loss Quarter, to liquidate for cash consideration, in one or more
transactions, all or a portion of Shared-Loss Assets held by the Assuming
Institution (“Portfolio Sales”). If the Assuming Institution exercises its
option under this Section 4.1, it must give thirty (30) days notice in writing
to the Receiver setting forth the details and schedule for the Portfolio Sale
which shall be conducted by means of sealed bid sales to third parties, not
including any of the Assuming Institution153s affiliates, contractors, or any
affiliates of the Assuming Institution153s contractors.

4.2 Calculation of Sale Gain or Loss. For Shared-Loss
Assets gain or loss on the sales under Section 4.1 will be calculated as the
aggregate sales price received by the Assuming Institution less the aggregate
book value of the remaining Shared-Loss Assets.

ARTICLE V : LOSS-SHARING NOTICES GIVEN TO CORPORATION
AND/OR RECEIVER

As a supplement to the notice provisions contained in Section 13.7 of the
Purchase and Assumption Agreement, any notice, request, demand, consent,
approval, or other communication (a “Notice”) given to the Corporation and/or
the Receiver in the loss-sharing context shall be given as follows:

5.1 With respect to a Notice under Section 2 and Sections
3.1-3.5 of this Commercial Shared-Loss Agreement:

Federal Deposit Insurance Corporation
Division of Resolutions and Receiverships
550 17th Street, N.W.
Washington, D.C. 20429

Attention: Assistant Director, Franchise and Asset Marketing

5.2 With respect to a Notice under Section 3.6 of this
Commercial Shared-Loss Agreement:

Federal Deposit Insurance Corporation Legal Division
40 Pacifica
Irvine, CA 92618
Attention: Managing Counsel

with a copy to:

127

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Federal Deposit Insurance Corporation Legal Division
550 17th Street, N.W.
Washington, D.C. 20429
Attention: Senior Counsel (Special Issues Group)

ARTICLE VI : MISCELLANEOUS

6.1 Expenses. Except as otherwise expressly provided
herein, all costs and expenses incurred by a party hereto in connection with
this Commercial Shared-Loss Agreement shall be borne by such party whether or
not the transactions contemplated herein shall be consummated.

6.2 Successors and Assigns; Specific Performance.
This Commercial Shared-Loss Agreement, and all of the terms and
provisions hereof shall be binding upon and shall inure to the benefit of the
parties hereto and their respective permitted successors and assigns only. The
Receiver may assign or otherwise transfer this Commercial Shared-Loss Agreement
and the rights and obligations of the Receiver hereunder (in whole or in part)
to the Federal Deposit Insurance Corporation in its corporate capacity without
the consent of Assuming Institution. Notwithstanding anything to the contrary
contained in this Commercial Shared-Loss Agreement, except as is expressly
permitted in this Section 6.2, the Assuming Institution may not assign or
otherwise transfer this Commercial Shared-Loss Agreement or any of the Assuming
Institution153s rights or obligations hereunder (in whole or in part), or sell or
transfer of any subsidiary of the Assuming Institution holding title to
Shared-Loss Assets or Shared-Loss Securities, without the prior written consent
of the Receiver, which consent may be granted or withheld by the Receiver in its
sole and absolute discretion. An assignment or transfer of this Commercial
Shared-Loss Agreement includes:

(i) a merger or consolidation of the Assuming Institution with or into
another company, if the shareholders of the Assuming Institution will own less
than sixty-six and two/thirds percent (66.66 %) of the equity of the
consolidated entity;

(ii) a merger or consolidation of the Assuming Institution153s Holding Company
with or into another company, if the shareholders of the Holding Company will
own less than sixty-six and two/thirds percent (66.66 %) of the equity of the
consolidated entity;

(iii) the sale of all or substantially all of the assets of the Assuming
Institution to another company or person; or

(iv) a sale of shares by any one or more shareholders that will effect a
change in control of the Assuming Institution, as determined by the Receiver
with reference to the standards set forth in the Change in Bank Control Act, 12
U.S.C. 1817(j).

For the avoidance of doubt, any transaction under this Section 6.2 that
requires the Receiver153s consent that is made without consent of the Receiver
hereunder will relieve the Receiver of any of its obligations under this
Commercial Shared-Loss Agreement.

No Loss shall be recognized under this Commercial Shared-Loss Agreement as a
result of any accounting adjustments that are made due to or as a result of any
assignment or transfer of this Commercial Shared-Loss Agreement or any merger,
consolidation, sale or other transaction to which the Assuming Institution, its
Holding Company or any Affiliate is a party, regardless of whether the Receiver
consents to such assignment or transfer in connection with such transaction
pursuant to this Section 6.2.

128

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6.3 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN OR TO HAVE
A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO
OR IN CONNECTION WITH THIS COMMERCIAL SHARED-LOSS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY.

6.4 No Third Party Beneficiary. This Commercial
Shared-Loss Agreement and the Exhibits hereto are for the sole and exclusive
benefit of the parties hereto and their respective permitted successors and
permitted assigns and there shall be no other third party beneficiaries, and
nothing in Commercial Shared-Loss Agreement or the Exhibits shall be construed
to grant to any other Person any right, remedy or claim under or in respect of
this Commercial Shared-Loss Agreement or any provision hereof.

6.5 Consent. Except as otherwise
provided herein, when the consent of a party is required herein, such consent
shall not be unreasonably withheld or delayed.

6.6 Rights Cumulative. Except as otherwise expressly
provided herein, the rights of each of the parties under this Commercial
Shared-Loss Agreement are cumulative, may be exercised as often as any party
considers appropriate and are in addition to each such party153s rights under the
Purchase and Sale Agreement and any of the related agreements or under law.
Except as otherwise expressly provided herein, any failure to exercise or any
delay in exercising any of such rights, or any partial or defective exercise of
such rights, shall not operate as a waiver or variation of that or any other
such right.

129

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Exhibit 1

For the commercial and other pool, the FDIC reporting requirement includes
the following:

– A quarterly loan level download for all loans in the asset pool

– A quarterly asset level download of commercial ORE

– A quarterly certificate report that includes 3 sections:

– 1: A summary report of total covered losses for the quarter and the
derivation of the FDIC portion of the covered loss

– 2: A summary report on the commercial and other portfolio and covered
losses and recoveries

– 3: A performance report on the outstanding commercial and other pool assets
under loss share

– A quarterly listing of assets with covered losses

A blank version of the quarterly certificate report is shown below.

130

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CERTIFICATE

QUARTERLY SUMMARY

FOR COMM AND OTHER SHARED-LOSS AGREEMENT

FDIC- RECEIVER OF

PURCHASE AND ASSUMPTION AGREEMENT DATED:

Shared-Loss Quarter Ended:

(Dollars)

Calculation of Amount Due from (to) FDIC

FDIC % Share		0%		80%		95%		Total
Carry forward from other types of assets:
1. Cumulative losses from single family loans		0		0		0		0
2. Cumulative losses from securities		0		0		0		0
3. Cumulative loss from non-single family		0		0		0		0
4. Total cumulative losses at beg of quarter		0		0		0		0
5. Covered losses (gains) during quarter		0		0		0		0
6. Cumulative loss at end of quarter		0		0		0		0
FDIC % Share		x 0	%	x 80	%	x 95	%
7. Amount Due from (to) FDIC		0	+	0	+	0	=	–
Memo: threshold for recovery percentage		0		0

Preparer name:
			Preparer signature
Preparer title:
Officer name:
			Officer signature
Officer title:
Date:

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CERTIFICATE

QUARTERLY SUMMARY

FOR COMM AND OTHER SHARED-LOSS AGREEMENT

FD1C – RECEIVER OF

BANK

BANK

PURCH AND ASSUMPTION AGREEMENT DATED:

Shared-Loss Quarter Ended:

(Dollars)

						This Quarter
				Cumulative at beg		Commercial Real Estate Loans						ORE & oth repo		Consumer						FDIC		Cumulative at
				of Quarter		Constr & Dev		Other		C & I Loans		assets		Loans		Other Loans		Total		Adjustments		end of Quarter
PART A. Opening/Closing/Net Shared-Loss Asset Balances
1. Opening Balance				0		0		0		0		0		0		0		0		0		0
2. Adjustments:		a) Transfers				0		0		0		0		0		0
		b) Reclassifications				0		0		0		0		0		0
		c) Other		0		0		0		0		0		0		0		0		0		0
3. Adjusted Opening Balance				0		0		0		0		0		0		0		0		0		0
4. Add:	a) Assumed Commitment Advances			0		0		0		0		0		0		0		0		0		0
	b) Permitted Advances			0		0		0		0		0		0		0		0		0		0
	c) Capital Expenditures			0		0		0		0		0		0		0		0		0		0
	d) Recoveries			0		0		0		0		0		0		0		0		0		0
5. Less:	a) Prin Collections (payoffs and amort)			0		0		0		0		0		0		0		0		0		0
	b) Sales			0		0		0		0		0		0		0		0		0		0
	c) Charge-Offs (excluding accr int)			0		0		0		0		0		0		0		0		0		0
	d) Qualifying loss on sales			0		0		0		0		0		0		0		0		0		0
6. Net (Reduction) Increase Amount				0		0		0		0		0		0		0		0		0		0
7. Closing Balance				0		0		0		0		0		0		0		0		0		0
PART B. Charge-Offs, Recoveries & Reimbursable Expenses
8. Charge-offs		a) Principal (from 5c and 5d)		0		0		0		0		0		0		0		0		0		0
		b) Accr int (up to 90 days)		0		0		0		0		0		0		0		0		0		0
9. Total Charge-Offs				0		0		0		0		0		0		0		0		0		0
10. Less: Recoveries				0		0		0		0		0		0		0		0		0		0
11. Net Charge-Offs (Recoveries)				0		0		0		0		0		0		0		0		0		0
12. Add: Reimbursable Expenses				0		0		0		0		0		0		0		0		0		0
13. Less: Offsetting Income				0		0		0		0		0		0		0		0		0		0
14. Shared-Loss Debit (Credit) Amount				0		0		0		0		0		0		0		0		0		0

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Failed Bank Name

Performance Status: Commercial and Other Loans

Quarter ending

(Dollars)

Number of Loans / Properties

				Delinquent						In		Repossessed
		Performing		30-59 days		60-89 days		90+ days		Foreclosure		Assets*		Total
Construction & Development		0		0		0		0		0		0		0
Other Comm Real Estate		0		0		0		0		0		0		0
Total Comm Real Estate		0		0		0		0		0		0		0
C&I		0		0		0		0		0		0		0
Consumer Loans		0		0		0		0		0		0		0
Other Loans		0		0		0		0		0		0		0
Total		0		0		0		0		0		0		0

$ Balance (000s)

				Delinquent						In		Repossessed
		Performing		30-59 days		60-89 days		90+ days		foreclosure		Assets*		Total
Construction & Development		0		0		0		0		0		0		0
Other Comm Real Estate		0		0		0		0		0		0		0
Total Comm Real Estate		0		0		0		0		0		0		0
C&I		0		0		0		0		0		0		0
Consumer Loans		0		0		0		0		0		0		0
Other Loans		0		0		0		0		0		0		0
Total		0		0		0		0		0		0		0

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* ORE for CRE loans: other types of repossessed assets for other types of
loans.

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