Shared-Loss Agreement – Single-Family Residential Mortgage Loans – UnionBanCal Corp. and the FDIC

SINGLE FAMILY SHARED-LOSS AGREEMENT

This agreement for the reimbursement of loss sharing on certain single family
residential mortgage loans (the “Single Family Shared-Loss Agreement”) shall
apply when the Assuming Institution purchases Single Family Shared-Loss Loans 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
Single Family Shared-Loss Agreement is attached as Exhibit 4.15A and
incorporated therein. To the extent any inconsistencies may arise between the
terms of the Purchase and Assumption Agreement and this Single Family
Shared-Loss Agreement with respect to the subject matter of this Single Family
Shared-Loss Agreement, the terms of this Single Family Shared-Loss Agreement
shall control. References in this Single Family Shared-Loss Agreement to a
particular Section shall be deemed to refer to a Section in this Single Family
Shared-Loss Agreement, unless the context indicates that it is intended to be a
reference to a Section of the Purchase and Assumption Agreement.

ARTICLE I : DEFINITIONS

The capitalized terms used in this Single Family Shared-Loss Agreement that
are not defined in this Single Family 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 Single Family Shared-Loss Agreement.

“Accounting Records” means the subsidiary system of
record on which the loan history and balance of each Single Family Shared-Loss
Loan is maintained; individual loan files containing either an original or
copies of documents that are customary and reasonable with respect to loan
servicing, including management and disposition of Other Real Estate; the
records documenting alternatives considered with respect to loans in default or
for which a default is reasonably foreseeable; records of loss calculations and
supporting documentation with respect to line items on the loss calculations;
and, monthly delinquency reports and other performance reports customarily
utilized by the Assuming Institution in management of loan portfolios.

“Accrued Interest” means, with respect to Single
Family Shared-Loss Loans, the amount of earned and unpaid interest at the note
rate specified in the applicable loan documents, limited to 90 days.

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

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

“Commercial Shared-Loss Agreement” means the
Commercial Shared-Loss Agreement attached to the Purchase and Assumption
Agreement as Exhibit 4.15B.

“Cumulative Loss Amount” means the sum of the Monthly
Loss Amounts less the sum of all Recovery Amounts.

“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 Amount” means the excess, if
any, of the Cumulative Loss Amount over the First Loss Tranche.

“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.

“Customary Servicing Procedures” means procedures
(including collection procedures) that the Assuming Institution (or, to the
extent a Third Party Servicer is engaged, the Third Party Servicer) customarily
employs and exercises in servicing and administering mortgage loans for its own
accounts and the servicing procedures established by FNMA or FHLMC (as in effect
from time to time), which are in accordance with accepted mortgage servicing
practices of prudent lending institutions.

“Deficient Loss” means the determination by a court
in a bankruptcy proceeding that the value of the collateral is less than the
amount of the loan in which case the loss will be the difference between the
then unpaid principal balance (or the NPV of a modified loan that defaults) and
the value of the collateral so established.

“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.

“Home Equity Loan” means a loan or funded or unfunded
portions of a line of credit secured by a mortgage on a one-to four-family
residences or stock of cooperative housing association, where the Failed Bank
did not have a first lien on the same property as collateral.

“Final Shared-Loss Month” means the calendar month in
which the tenth anniversary of the Commencement Date occurs.

“Foreclosure Loss” means the loss realized when the
Assuming Institution has completed the foreclosure on a Single Family
Shared-Loss Loan and realized final recovery on the collateral through
liquidation and recovery of all insurance proceeds. Each Foreclosure Loss shall
be calculated in accordance with the form and methodology specified in Exhibits
2c(1)-(3).

“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).

“Investor-Owned Residential Loan” means a Loan,
excluding advances made

pursuant to a Home Equity Loan, that is secured by a mortgage on a one- to
four family residences or stock of cooperative housing associations that is not
owner-occupied or the borrower153s primary residence.

“Loss” means a Foreclosure Loss, Restructuring Loss,
Short Sale Loss, Portfolio Loss, Modification Default Loss or Deficient Loss.

“Loss Amount” means the dollar amount of loss
incurred and reported on the Monthly Certificate for a Shared-Loss Loan.

“Modification Default Loss” means the loss calculated
in Exhibits 2a(1)-(3) for single family loans previously modified pursuant to
this Single Family Shared-Loss Agreement that subsequently default and result in
a foreclosure, short sale or Deficient Loss.

“Modification Guidelines“ has the meaning provided in
Section 2.1(a) of this Single Family Shared-Loss Agreement.

“Monthly Certificate” has the meaning provided in
Section 2.1(b) of this Single Family Shared-Loss Agreement.

“Monthly Loss Amount” means the sum of all
Foreclosure Losses, Restructuring Losses, Short Sale Losses, Portfolio Losses,
Modification Default Losses and Deficient Losses realized by the Assuming
Institution for any Shared Loss Month.

“Monthly Shared-Loss Amount” means the change in the
Cumulative Shared-Loss Amount from the beginning of each month to the end of
each month.

“Neutral Member” has the meaning provided in Section
2. 1(f)(ii) of this Single Family Shared-Loss Agreement.

“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%).

“Portfolio Loss” means the loss realized on either
(i) a portfolio sale of Single Family Shared-Loss Loans in accordance with the
terms of Article IV or (ii) the sale of a loan with the consent of the Receiver
as provided in Section 2.7.

“Recovery Amount” means, with respect to any period
prior to the Termination Date, the amount of collected funds received by the
Assuming Institution that (i) are applicable against a Foreclosure Loss
calculated in accordance with Exhibits 2c(1)-(3), or (iii) gains realized from a
Section 4.1 sale of Single Family Shared-Loss Loans for which the Assuming
Institution has previously received a Restructuring Loss payment from the
Receiver (iv) or any incentive payments from national programs paid to an
investor or borrower on loans that have been modified or otherwise treated
(short sale or foreclosure) in accordance with Exhibit 5.

“Related Loans” has the meaning set forth in Section
3.1.

“Restructuring Loss” means the loss on a modified or
restructured loan measured by the difference between (a) the principal, Accrued
Interest, tax and insurance advances, third party or other fees due on a loan
prior to the modification or restructuring, and (b) the net present value of
estimated cash flows on the modified or restructured loan, discounted at the
Then-Current Interest Rate. Each Restructuring Loss shall be calculated in
accordance with the form and methodology attached as Exhibits 2a(1)-(3), as
applicable.

“Restructured Loan” means a Single Family Shared-Loss
Loan for which the Assuming Institution has received a Restructuring Loss
payment from the Receiver. This applies to owner occupied and investor owned
residences.

“Servicing Officer” has the meaning provided in
Section 2.1(b) of this Single Family Shared-Loss Agreement.

“Shared Loss Loan” means a Single Family Shared-Loss
Loan, Investor-Owned Residential Loan, Restructured Loan or Home Equity Loan.

“Shared-Loss Month” means each calendar month between
the Commencement Date and the last day of the month in which the tenth
anniversary of the Commencement Date occurs, provided that, the first
Shared-Loss Month shall begin on the Commencement Date and end on the last day
of that month.

“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.

“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.

“Short-Sale Loss” means the loss resulting from the
Assuming Institution153s agreement with the mortgagor to accept a payoff in an
amount less than the balance due on the loan (including the costs of any cash
incentives to borrower to agree to such sale or to maintain the property pending
such sale), further provided, that each Short-Sale Loss shall be
calculated in accordance with the form and methodology specified in Exhibits
2b(1)-(3).

“Single Family Shared-Loss Loan” means a single
family one-to-four owner-occupied residential mortgage loans, excluding advances
made pursuant to Home Equity Loans, that is secured by a mortgage on a one-to
four family residences or stock of cooperative housing associations (whether
owned by the Assuming Institution or any Subsidiary).

“Termination Date” means the last day of the Final
Shared-Loss Month.

“Then-Current Interest Rate” means the most recently
published Freddie Mac survey rate for 30-year fixed-rate loans for
Investor-Owned Loans or such other interest rate

approved by the Receiver.

“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 Loans 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) Loss Mitigation and Consideration of
Alternatives.

(i) For each Single Family Shared-Loss Loan in default or for which a default
is reasonably foreseeable, the Assuming Institution shall undertake reasonable
and customary loss mitigation efforts, in accordance with any of the following
programs selected by Assuming Institution in its sole discretion, Exhibit 5
(FDIC Mortgage Loan Modification Program), the United States Treasury153s Home
Affordable Modification Program Guidelines or any other modification program
approved by the United States Treasury Department, the Corporation, the Board of
Governors of the Federal Reserve System or any other governmental agency (it
being understood that the Assuming Institution can select different programs for
the various Single Family Shared-Loss Loans) (such program chosen, the
“Modification Guidelines”). After selecting the applicable Modification
Guideline for each such Single Family Shared-Loss Loan, the Assuming Institution
shall document its consideration of foreclosure, loan restructuring under the
applicable Modification Guideline chosen, and short-sale (if short-sale is a
viable option) alternatives and shall select the alternative the Assuming
Institution believes, based on its estimated calculations, will result in the
least Loss. If unemployment or underemployment is the primary cause for default
or for which a default is reasonably foreseeable, the Assuming Institution may
consider the borrower for a temporary forbearance plan which reduces the loan
payment to an affordable level for at least six (6) months.

(ii) Losses on Home Equity Loans shall be shared under the charge-off
policies of the Assuming Institution153s Examination Criteria as if they were
Single Family Shared-Loss Loans.

(iii) Losses on Investor-Owned Residential Loans shall be treated as
Restructured Loans, and with the consent of the Receiver can be restructured
under terms separate from the Exhibit 5 standards. Please refer to Exhibits
2(a)(1)-(2) for guidance in Calculation of Loss for Restructured Loans. Losses
on Investor-Owned Residential Loans will be treated as if they were Single
Family Shared-Loss Loans.

(iv) The Assuming Institution shall retain its loss calculations for the
Shared Loss Loans and such calculations shall be provided to the Receiver upon
request. For the avoidance of doubt and notwithstanding anything herein to the
contrary, (x) the Assuming Institution is not required to modify or restructure
any Shared-Loss Loan on more than one occasion and (y) the Assuming Institution
is not required to consider any alternatives with respect to any Shared-Loss
Loan in the process of foreclosure as of the Bank Closing if the Assuming
Institution can

document that a loan modification is not cost effective and shall be entitled
to continue such foreclosure measures and recover the Foreclosure Loss as
provided herein, and (z) the Assuming Institution shall have a transition period
of up to 90 days after Bank Closing to implement the Modification Guidelines,
during which time, the Assuming Institution may submit claims under such
guidelines as may be in place at the Failed Bank.

(b) Monthly Certificates.

Not later than fifteen (15) days after the end of each Shared-Loss Month,
beginning with the month in which the Commencement Date occurs and ending in the
Final Shared-Loss Month, the Assuming Institution shall deliver to the Receiver
a certificate, signed by an officer of the Assuming Institution involved in, or
responsible for, the administration and servicing of the Shared-Loss Loans whose
name appears on a list of servicing officers furnished by the Assuming
Institution to the Receiver, (a “Servicing Officer”) setting forth in such form
and detail as the Receiver may reasonably specify (a “Monthly Certificate”):

(i) (A) a schedule substantially in the form of Exhibit 1 listing:

(i) each Shared-Loss Loan for which a Loss Amount (calculated in accordance
with the applicable Exhibit) is being claimed, the related Loss Amount for each
Shared-Loss Loan, and the total Monthly Loss Amount for all Shared-Loss Loans;

(ii) each Shared-Loss Loan for which a Recovery Amount was received, the
Recovery Amount for each Shared-Loss Loan, and the total Recovery Amount for all
Shared-Loss Loans;

(iii) the total Monthly Loss Amount for all Shared-Loss Loans minus the total
monthly Recovery Amount for all Shared-Loss Loans;

(iv) the Cumulative Shared-Loss Amount as of the beginning and end of the
month;

(v) the Monthly Shared Loss Amount;

(vi) the result obtained in (v) times 80%, which is the amount to be paid
under Section 2.1(d) of this Single Family Shared-Loss Agreement by the Receiver
to the Assuming Institution if the amount is a positive number, or by the
Assuming Institution to the Receiver if the amount is a negative number;

(ii) for each of the Shared-Loss Loans for which a Loss is claimed for that
Shared-Loss Month, a schedule showing the calculation of the Loss Amount using
the form and methodology shown in Exhibits 2a(1)-(3), Exhibit 2b, or Exhibits
2c(1)-(2), as applicable.

(iii) For each of the Restructured Loans where a gain or loss is realized in
a sale under Section 4.1 or 4.2, a schedule showing the calculation using the
form and methodology shown in Exhibits 2d(1)-(2).

(iv) a portfolio performance and summary schedule substantially in the form
shown in Exhibit 3.

(c) Monthly Data Download. Not later than fifteen
(15) days after the end of each month, beginning with the month in which the
Commencement Date occurs and ending with the Final Shared-Loss Month, Assuming
Institution shall provide Receiver:

(i) the servicing file in machine-readable format including but not limited
to the fields shown on Exhibit 2.1(c) for each outstanding Single Family
Shared-Loss Loan, as applicable; and

(ii) an Excel file for ORE held as a result of foreclosure on a Single Family
Shared-Loss Loan listing:

(A) Foreclosure date

(B) Unpaid loan principal balance

(D) Projected liquidation date

Notwithstanding the foregoing, the Assuming Institution shall not be required
to provide any of the foregoing information to the extent it is unable to do so
as a result of the Failed Bank153s or Receiver153s failure to provide information
required to produce the information set forth in this Section 2.1(c);
provided, that the Assuming Institution shall, consistent with Customary
Servicing Procedures seek to produce any such missing information or improve any
inaccurate information previously provided to it.

(d) Payments With Respect to Shared-Loss Assets.
After the Shared Loss Payment Trigger is reached, not later than fifteen (15)
days after the date on which the Receiver receives the Monthly Certificate, the
Receiver shall pay to the Assuming Institution, in immediately available funds,
an amount equal to eighty percent (80%) of the Monthly Shared-Loss Amount
reported on the Monthly Certificate. If the total Monthly Shared-Loss Amount
reported on the Monthly Certificate is a negative number, the Assuming
Institution shall pay to the Receiver in immediately available funds eighty
percent (80%) of that amount.

(e) Limitations on Shared-Loss Payment. The Receiver
shall not be required to make any payments pursuant to Section 2.1(d) with
respect to any Foreclosure Loss, Restructuring Loss, Short Sale Loss, Deficient
Loss, or Portfolio Loss that the Receiver determines, based upon the criteria
set forth in this Single Family Shared-Loss Agreement (including the analysis
and documentation requirements of Section 2.1(a)) or Customary Servicing
Procedures, should not have been effected by the Assuming Institution; provided,
however, (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 the properly effected Loss, and
(2) to the extent not curable, shall not constitute grounds for the Receiver to
withhold payment as to all other Losses (or portion of Losses) that are properly
payable pursuant to the terms of this Single Family Shared-Loss Agreement. In
the event that the Receiver does not make any payment with respect to Losses
claimed pursuant to Section 2.1(d), the Receiver and Assuming Institution shall,
upon final resolution, make the necessary adjustments to the Monthly Shared-Loss
Amount for that Monthly Certificate and the payment pursuant to Section 2.1(d)
above shall be adjusted accordingly.

(f) Payments by Wire-Transfer. All payments under
this Single Family Shared-Loss Agreement shall be made by wire-transfer in
accordance with the wire-transfer instructions on Exhibit 4.

(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 Final Shared Loss Month, or upon the
final disposition of all Shared Loss Assets under this Single Family Shared-Loss
Agreement at any time after the termination of the 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.

(h) Payments as Administrative Expenses. Payments
from the Receiver with respect to this Single Family Shared-Loss Agreement are
administrative expenses of the Receiver. To the extent the Receiver needs funds
for shared-loss payments respect to this Single Family 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.

2.2 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 during which the Receiver
makes any payment to the Assuming Institution under this Single Family
Shared-Loss Agreement, the Assuming Institution shall deliver to the Receiver a
report signed by its independent public accountants stating that they have
reviewed the terms of this Single Family 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 fiscal year pursuant to 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 pursuant to 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.

(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 workpapers related to such internal audit.

(c) The Receiver or the FDIC in its corporate capacity (“Corporation”), its
contractors and their employees, and its agents may perform an audit or audits
to determine the Assuming Institution153s compliance with the provisions of this
Single Family Shared-Loss Agreement, including this Article II, by providing not
less than ten (10) Business Days153 prior written notice. Assuming Institution
shall provide access to pertinent records and proximate working space in
Assuming Institution153s facilities. The scope and duration of any such audit
shall be within the reasonable discretion of the Receiver or the Corporation,
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 or
audits, the Assuming Institution and the Receiver shall make such accounting
adjustments and payments as may be necessary to give retroactive effect to such
corrections.

2.3 Withholdings. Notwithstanding any other provision
in this Article II, the Receiver, upon the direction of the Director (or
designee) of the Federal Deposit Insurance Corporation153s Division of Resolutions
and Receiverships, may withhold payment for any amounts included in a Monthly
Certificate delivered pursuant to Section 2.1, if in its good faith and
reasonable judgment there is a reasonable basis under the requirements of this
Single Family 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, in its reasonable
judgment, 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.

2.4 Books and Records. The Assuming Institution shall
at all times during the term of this Single Family Shared-Loss Agreement keep
books and records sufficient to ensure and document compliance with the terms of
this Single Family Shared-Loss Agreement, including but not limited to (a)
documentation of alternatives considered with respect to defaulted loans or
loans for which default is reasonably foreseeable, (b) documentation showing the
calculation of loss for claims submitted to the Receiver, (c) retention of
documents that support each line item on the loss claim forms, and (d)
documentation with respect to the Recovery Amount on loans for which the
Receiver has made a loss-share payment

2.5 Information. The Assuming Institution shall
promptly provide to the Receiver such other information, including but not
limited to, financial statements, computations, and bank policies and
procedures, relating to the performance of the provisions of this Single Family
Shared-Loss Agreement, as the Receiver may reasonably request from time to time.

2.6 Tax Ruling. The Assuming Institution shall not at
any time, without the Receiver153s 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 Receiver pursuant to this Single Family Shared-Loss
Agreement.

2.7 Loss of Shared-Loss Coverage on Shared-Loss
Loans. The Receiver shall be relieved of its obligations with
respect to a Shared-Loss Loan upon payment of a Foreclosure Loss amount, or a
Short Sale Loss amount with respect to such Single Family Shared-Loss Loan, or
upon the sale without FDIC consent of a Single Family Shared-Loss Loan by
Assuming Institution to a person or entity that is not an Affiliate. The
Assuming Institution shall provide the Receiver with timely notice of any such
sale. Failure to administer any Shared-Loss Loan or Loans 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.
Notwithstanding the foregoing, a sale of the Single Family Shared-Loss Loan, for
purposes of this Section 2.7, shall not be deemed to have occurred as the result
of (i) any change in the ownership or control of Assuming Institution or the
transfer of any or all of the Single Family Shared-Loss Loan(s) to any Affiliate
of Assuming Institution, (ii) a merger by Assuming Institution with or into any
other entity, or (iii) a sale by Assuming Institution of all or substantially
all of its assets.

ARTICLE III – RULES REGARDING THE ADMINISTRATION OF
SHARED-LOSS LOANS

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 Loans to) manage, administer, and
collect the Shared-Loss Loans while owned by the Assuming Institution or any
Affiliate thereof during the term of this Single Family Shared-Loss Agreement in
accordance with the rules set forth in this Article III. The Assuming
Institution shall be responsible to the Receiver in the performance of its
duties hereunder and shall provide to the Receiver such reports as the Receiver
reasonably deems advisable, including but not limited to the reports required by
Sections 2.1, 2.2 and 3.3 hereof, and shall permit the Receiver to monitor the
Assuming Institution153s performance of its duties hereunder.

3.2 Duties of the Assuming Institution.

(a) In the performance of its duties under this Article III, the Assuming
Institution shall:

(i) manage and administer each Shared-Loss Loan in accordance with Assuming
Institution153s usual and prudent business and banking practices and Customary
Servicing Procedures;

(ii) exercise its best business judgment in managing, administering and
collecting amounts

owed on the Shared-Loss Loans;

(iii) use commercially reasonable efforts to maximize Recoveries with respect
to Losses on Shared-Loss Loans 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 Loans;

(iv) retain sufficient staff (in Assuming Institution153s discretion) to
perform its duties hereunder; and

(v) other than as provided in Section 2.1(a), comply with the terms of the
Modification Guidelines for any Single Family Shared-Loss Loans meeting the
requirements set forth therein. For the avoidance of doubt, the Assuming
Institution may propose exceptions to Exhibit 5 (the FDIC Loan Modification
Program) for a group of Loans with similar characteristics, with the objectives
of (1) minimizing the loss to the Assuming Institution and the FDIC and (2)
maximizing the opportunity for qualified homeowners to remain in their homes
with affordable mortgage payments.

(b) Any transaction with or between any Affiliate of the Assuming Institution
with respect to any Shared-Loss Loan 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 Loans will
be provided to FDIC for informational purposes and if such transaction is not
entered into on an arm153s length basis on commercially reasonable terms such
transaction shall be subject to the prior written approval of the Receiver.

3.3 Shared-Loss Asset Records and Reports. The
Assuming Institution shall establish and maintain such records as may be
appropriate to account for the Single Family Shared-Loss Loans in such form and
detail as the Receiver may reasonably require, and to enable the Assuming
Institution to prepare and deliver to the Receiver such reports as the Receiver
may from time to time request regarding the Single Family Shared-Loss Loans and
the Monthly Certificates required by Section 2.1 of this Single Family
Shared-Loss Agreement.

3.4 Related Loans.

(a) Assuming Institution shall use its best efforts to determine which loans
are “Related Loans,” as hereinafter defined. The Assuming Institution shall not
manage, administer or collect any “Related Loan” in any manner that would have
the effect of increasing the amount of any collections with respect to the
Related Loan to the detriment of the Shared-Loss Loan to which such loan is
related. A “Related Loan” means any loan or extension of credit to an Obligor of
a Shared-Loss Loan held by the Assuming Institution at any time on or prior to
the end of the Final Shared-Loss Month.

(b) The Assuming Institution shall prepare and deliver to the Receiver with
the Monthly Certificates for the calendar months ending June 30 and December 31,
a schedule of all Related Loans on the Accounting Records of the Assuming
Institution as of the end of each such semi-annual period.

3.5 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 V 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 an 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.

3.6 Third Party Servicer. The Assuming Institution
may perform any of its obligations and/or exercise any of its rights under this
Single Family 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 included in calculating Losses to the extent such
expenses would be included in such calculation if the expenses were incurred by
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
Loans. The Assuming Institution shall have the right, with the
consent of the Receiver, to liquidate for cash consideration, from time to time
in one or more transactions, all or a portion of Shared-Loss Loans held by the
Assuming Institution at any time prior to the Termination Date (“Portfolio
Sales”). If the Assuming Institution exercises its option under this Section
4.1, it must give sixty (60) 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. Sales of Restructured Loans shall be sold in a
separate pool from Shared-Loss Loans that have not been restructured. Other
proposals for the sale of a Shared-Loss Loan or Shared-Loss Loans submitted by
the Assuming Institution will be considered by the Receiver on a case-by-case
basis.

4.2 Assuming Institution153s Liquidation of Remaining Shared-Loss
Loans. In the event that the Assuming Institution does not conduct
a Portfolio Sale pursuant to Section 4.1, the Receiver shall have the right,
exercisable in its sole and absolute discretion, to require the Assuming
Institution to liquidate for cash consideration, any Shared-Loss Loans held by
the Assuming Institution at any time after the date that is six months prior to
the Termination Date. If the Receiver exercises its option under this Section
4.2, it must give notice in writing to the Assuming Institution, setting forth
the time period within which the Assuming Institution shall be required to
liquidate the Shared-Loss Loans. The Assuming Institution will comply with the
Receiver153s notice and must liquidate the Shared-Loss Loans as soon as reasonably
practicable 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. The selection of any financial advisor or
other third party broker or sales agent retained for the liquidation of the
remaining Shared-Loss Loans pursuant to this Section shall be subject to the
prior approval of

the Receiver, such approval not to be unreasonably withheld, delayed or
conditioned.

4.3 Calculation of Sale Gain or Loss. For Shared-Loss
Loans that are not Restructured Loans, gain or loss on the sales under Section
4.1 or Section 4.2 will be calculated as the sale price received by the Assuming
Institution less the unpaid principal balance of the remaining Shared-Loss
Loans. For any Restructured Loan included in the sale gain or loss on sale will
be calculated as (a) the sale price received by the Assuming Institution less
(b) the net present value of estimated cash flows on the Restructured Loan that
was used in the calculation of the related Restructuring Loss plus (c) Loan
principal payments collected by the Assuming Institution from the date the Loan
was restructured to the date of sale. (See Exhibits 2d(1)-(2) for example
calculations).

ARTICLE V : LOSS-SHARING NOTICES GIVEN TO RECEIVER AND
PURCHASER

All notices, demands and other communications hereunder shall be in writing
and shall be delivered by hand, or overnight courier, receipt requested,
addressed to the parties as follows:

If to Receiver, to: Federal Deposit Insurance Corporation as Receiver for
Frontier Bank
Division of Resolutions and Receiverships
550 17th Street, N.W.
Washington, D.C. 20429
Attention: Ralph Malami, Manager, Capital Markets

with a copy to: Federal Deposit Insurance Corporation as Receiver for
Frontier Bank
Room E7056
3501 Fairfax Drive, Arlington, VA 2226
Attn: Special Issues Unit

With respect to a notice under Section 3.5 of this Single Family Shared-Loss
Agreement, copies of such notice shall be sent to:

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

If to Assuming Institution, to:

UNION BANK, N.A.

400 California Street

San Francisco, California 94104

Attention: John F. Woods, Vice Chairman & Chief Financial Officer

Copy to: Jon Nakamura, VP & Compliance Counsel

Such Persons and addresses may be changed from time to time by notice given
pursuant to the provisions of this Article V. Any notice, demand or other
communication delivered pursuant to the provisions of this Article V shall be
deemed to have been given on the date actually received.

ARTICLE VI : MISCELLANEOUS

6.1. Expenses. Except as otherwise expressly provided
herein, all costs and expenses incurred by or on behalf of a party hereto in
connection with this Single Family 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 Single Family 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 Single Family 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 Single Family Shared-Loss Agreement, except as is expressly
permitted in this Section 6.2, the Assuming Institution may not assign or
otherwise transfer this Single Family 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 Single Family
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 Single
Family Shared-Loss Agreement.

No Loss shall be recognized under this Single Family 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 Single Family 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.

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 SINGLE FAMILY SHARED-LOSS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY.

6.4 No Third Party Beneficiary. This Single Family
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 this Single Family 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 Single Family 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 Single Family
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.

ARTICLE VII
DISPUTE RESOLUTION

7.1 Dispute Resolution Procedures.

(a) In the event a dispute arises about the interpretation, application,
calculation of Loss, or calculation of payments or otherwise with respect to
this Single Family Shared-Loss Agreement (“SF Shared-Loss Dispute Item”), then
the Receiver and the Assuming Institution shall make every attempt in good faith
to resolve such items within sixty (60) days following the receipt of a written
description of the SF Shared-Loss Dispute Item, with notification of the
possibility of taking the matter to arbitration (the date on which such 60-day
period expires, or any extension of such period as the parties hereto may
mutually agree to in writing, herein called the “Resolution Deadline Date”). If
the Receiver and the Assuming Institution resolve all such

items to their mutual satisfaction by the Resolution Deadline Date, then
within thirty (30) days following such resolution, any payment due as a result
of such resolution shall be made arising from the settlement of the SF
Shared-Loss Dispute.

(b) If the Receiver and the Assuming Institution fail to resolve any
outstanding SF Shared-Loss Dispute Items by the Resolution Deadline Date, then
either party may notify the other of its intent to submit the SF Shared-Loss
Dispute Item to arbitration pursuant to the provisions of this Article VII.
Failure of either party to submit pursuant to paragraph (c) hereof any
unresolved SF Shared-Loss Dispute Item to arbitration within thirty (30) days
following the Resolution Deadline Date (the date on which such thirty (30) day
period expires is herein called the “Arbitration Deadline Date”) shall
extinguish that party153s right to submit the non-submitted SF Shared-Loss Dispute
Item to arbitration, and constitute a waiver of the submitting party153s right to
dispute such non-submitted SF Shared-Loss Dispute Item (but not a waiver of any
similar claim which may arise in the future).

(c) If a SF Shared-Loss Dispute Item is submitted to arbitration, it shall be
governed by the rules of the American Arbitration Association (the “AAA”),
except as otherwise provided herein. Either party may submit a matter for
arbitration by delivering a notice, prior to the Arbitration Deadline Date, to
the other party in writing setting forth:

(i) A brief description of each SF Shared-Loss Dispute Item submitted for
arbitration;

(ii) A statement of the moving party153s position with respect to each SF
Shared-Loss Dispute Item submitted for arbitration;

(iii) The value sought by the moving party, or other relief requested
regarding each SF Shared-Loss Dispute Item submitted for arbitration, to the
extent reasonably calculable; and

(iv) The name and address of the arbiter selected by the moving party (the
“Moving Arbiter”), who shall be a neutral, as determined by the AAA.

Failure to adequately include any information above shall not be deemed to be
a waiver of the parties right to arbitrate so long as after notification of such
failure the moving party cures such failure as promptly as reasonably
practicable.

(d) The non-moving party shall, within thirty (30) days following receipt of
a notice of arbitration pursuant to this Section 7.1, deliver a notice to the
moving party setting forth:

(i) The name and address of the arbiter selected by the non-moving party (the
“Respondent Arbiter”), who shall be a neutral, as determined by the AAA;

(ii) A statement of the position of the respondent with respect to each
Dispute Item; and

(iii) The ultimate resolution sought by the respondent or other relief, if
any, the respondent deems is due the moving party with respect to each SF
Shared-Loss Dispute Item.

Failure to adequately include any information above shall not be deemed to be
a waiver of the non-moving party153s right to defend such arbitration so long as
after notification of

such failure the non-moving party cures such failure as promptly as
reasonably practicable

(e) The Moving Arbiter and Respondent Arbiter shall select a third arbiter
from a list furnished by the AAA. In accordance with the rules of the AAA, the
three (3) arbiters shall constitute the arbitration panel for resolution of each
SF Loss-Share Dispute Item. The concurrence of any two (2) arbiters shall be
deemed to be the decision of the arbiters for all purposes hereunder. The
arbitration shall proceed on such time schedule and in accordance with the Rules
of Commercial Arbitration of the AAA then in effect, as modified by this Section
7.1. The arbitration proceedings shall take place at such location as the
parties thereto may mutually agree, but if they cannot agree, then they will
take place at the offices of the Corporation in Washington, DC, or Arlington,
Virginia.

(f) The Receiver and Assuming Institution shall facilitate the resolution of
each outstanding SF Shared-Loss Dispute Item by making available in a prompt and
timely manner to one another and to the arbiters for examination and copying, as
appropriate, all documents, books, and records under their respective control
and that would be discoverable under the Federal Rules of Civil Procedure.

(g) The arbiters designated pursuant to subsections (c), (d) and (e) hereof
shall select, with respect to each Dispute Item submitted to arbitration
pursuant to this Section 7.1, either (i) the position and relief submitted by
the Assuming Institution with respect to each SF Shared-Loss Dispute Item, or
(ii) the position and relief submitted by the Receiver with respect to each SF
Shared-Loss Dispute Item, in either case as set forth in its respective notice
of arbitration. The arbiters shall have no authority to select a value for each
Dispute Item other than the determination set forth in Section 7.1(c) and
Section 7.1(d). The arbitration shall be final, binding and conclusive on the
parties.

(h) Any amounts ultimately determined to be payable pursuant to such award
shall bear interest at the Settlement Interest Rate from and including the date
specified for the arbiters decisions specified in this Section 7.1, without
regard to any extension of the finality of such award, to but not including the
date paid. All payments required to be made under this Section 7.1 shall be made
by wire transfer.

(i) For the avoidance of doubt, to the extent any notice of a SF Shared-Loss
Dispute Item(s) is provided prior to the Termination Date, the terms of this
Single Family Shared-Loss Agreement shall remain in effect with respect to the
Single Family Shared-Loss Loans that are the subject of such SF Shared-Loss
Dispute Item(s) until such time as any such dispute is finally resolved.

7.2 Fees and Expenses of Arbiters. The aggregate fees
and expenses of the arbiters shall be borne equally by the parties. The parties
shall pay the aggregate fees and expenses within thirty (30) days after receipt
of the written decision of the arbiters (unless the arbiters agree in writing on
some other payment schedule).

Exhibit 1

Monthly Certificate

SEE FOLLOWING PAGE

CERTIFICATE
MONTHLY SUMMARY
FOR SINGLE FAMILY ASSETS

FDIC – RECEIVER FOR XXXXXXX BANK
PURCHASE AND ASSUMPTION AGREEMENT DATED: Jan 1, 2009

Shared-Loss Period Ended:
(Dollars)

Calculation of Amount Due from (to) FDIC

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

Preparer name:
			Preparer signature
Preparer title:


Officer name:
			Officer signature
Officer title:

Date:

XXXXXXXXX Bank

FIN No.

Schedule 4.15B	Date:
Non-Single Family Shared-Loss Agreement

	Proforma Net Balance*		Unfunded
Schedule 4.15B as provided	$	:	$	:

Loan						Explanation
Number	Name	Net Balance		Unfunded		(Loan Description)

Add the following loans currently included in Schedule 4.15A Non-Single Family Shared-Loss Agreement:
		:		:
		:		:
		:		:
		:		:
		:		:
	Subtotal	:		:

Subtract the following loans currently included in Schedule 4.15B Single Family Shared-Loss Agreement:
		:		:
		:		:
		:		:
		:		:
		:		:
	Subtotal	:		:

Add the following loan not included in either Schedule 4.15A or 4.15B Asset Detail (Must provide documentation)
		:		:
		:		:
		:		:
		:		:
		:		:
	Subtotal	:		:
Add the following Unfunded Commitments (Must provide documentation)
		:		:
		:		:
		:		:
		:		:
		:		:
	Subtotal	:		:
	Total Adjustments	:		:
Schedule 4.15B Revised Totals		$	:	$	:

Note: Total adjustments should also be reflected in the Certificate filing
for the quarter this form is submitted.

* Net Balance agrees with amount noted on Schedule 4.15A Single Family
Shared-Loss Agreement, or Revised Totals if this form has already been submitted
previously.

XXXXXXXXX Bank

FIN No.

Schedule 4.15A	Date:
Single Family Shared-Loss Agreement

	Proforma Net Balance*		Unfunded
Schedule 4.15A as provided	$	:	$	:

Loan						Explanation
Number	Name	Net Balance		Unfunded		(Loan Description)

Add the following loans currently included in Schedule 4.15B Non-Single Family Shared-Loss Agreement:
		:		:
		:		:
		:		:
		:		:
		:		:
	Subtotal	:		:

Subtract the following loans currently included in Schedule 4.15A Single Family Shared-Loss Agreement:
		:		:
		:		:
		:		:
		:		:
		:		:
	Subtotal	:		:

Add the following loan not included in either Schedule 4.15A or 4.15B Asset Detail (Must provide documentation)
		:		:
		:		:
		:		:
		:		:
		:		:
	Subtotal	:		:
Add the following Unfunded Commitments (Must provide documentation)
		:		:
		:		:
		:		:
		:		:
		:		:
	Subtotal	:		:

	Total Adjustments	:		:
Schedule 4.15A Revised Totals		$	:	$	:

Exhibit 2.1(c)

1	Shared-Loss Month
2	Loan ID
3	First payment date
4	Property type
5	Lien
6	Original loan amount
7	Documentation
8	Original FICO
9	Original LTV
10	Original combined LTV
11	Original front-end DTI
12	Original back-end DTI
13	Negative Amortization cap
14	Property city
15	Property state
16	Property street address
17	Property zip
18	Maturity date
19	MI Coverage
20	Occupancy
21	Interest rate type
22	Product Type
23	Loan amortization type
24	Lookback
25	Margin
26	Interest rate index
27	Interest rate cap
28	Interest rate floor
29	First interest cap
30	Periodic interest cap
31	Periodic interest floor
32	Pay Cap
33	UPB
34	Interest rate
35	Paid-to date
36	Next payment due date
37	Scheduled payment
38	Escrow payment

39	Escrow balance
40	Next interest rate reset date
41	Next payment reset date
42	Rate reset period
43	Payment reset period
44	Payment History
45	Exceptional Loan Status
46	Valuation date
47	Valuation amount
48	Valuation type
49	Household income
50	Current FICO
51	Maximum Draw Amount
52	Draw period
53	Superior Lien Balance

Exhibit 2a (1)

CALCULATION OF RESTRUCTURING LOSS – HAMP or FDIC
LOAN

MODIFICATION

1	Shared-Loss Month	20090531
2	Loan no:	123456
3	Modification Program:	HAMP

	Loan before Restructuring
4	Unpaid principal balance	450000
5	Remaining term	298
6	Interest rate	0.06500
7	Next ARM reset rate (if within next 4 months)	0.00000
8	Interest Paid-To-Date	20081230
9	Delinquency Status	FC
10	Monthly payment – P&I	3047
11	Monthly payment – T&I	1000
	Total monthly payment	4047
12	Household current annual income	95000
13	Valuation Date	20090121
14	Valuation Amount	425000
15	Valuation Type (Interior/exterior appraisal, BPO, AVM, etc)	AVM

	Terms of Modified/Restructured Loan
16	1st Trial Payment Due Date	20090119
17	Modification Effective Date	20090419
18	Net Unpaid Principal Balance (net of forbearance & principal reduction)	467188
19	Principal forbearance	0
20	Principal reduction	0
21	Product (fixed or step)	step
22	Remaining amortization term	480
23	Maturity date	20490119
24	Interest rate	0.02159
25	Next Payment due date	20090601
26	Monthly payment – P&I	1454
27	Monthly payment – T&I	1000
	Total monthly payment	2454
28	Next reset date	20140501
29	Interest rate change per adjustment	0.01000
30	Lifetime interest rate cap	0.05530
31	Back end DTI	0.45000

	Restructuring Loss Calculation

same as Unpaid Principal Balance before
4 above restructuring/modification		450000
34	Accrued interest, limited to 90 days	7313
35	Attorney153s fees	0
36	Foreclosure costs, including title search, filing fees, advertising, etc.	500
37	Property protection costs, maint. and repairs	0
38	Tax and insurance advances	2500
	Other Advances
39	Appraisal/Broker153s Price Opinion fees	100
40	Inspections	0
41	Other	0
	Total loan balance due before restructuring	460413

	Cash Recoveries:
42	MI contribution	0
43	Other credits	0
44	T & I escrow account balances, if positive
	Total Cash Recovery	0

	Assumptions for Calculating Loss Share Amount, Restructured Loan:
45	Discount rate for projected cash flows	0.05530
46	Loan prepayment in full	120
47	NPV of projected cash flows (see amort schd1)	386927

48	Gain/Loss Amount	73485

Line item definitions can be found in SFR Data Submission Handbook.

Exhibit 2a(2)

CALCULATION OF RESTRUCTURING LOSS – 2nd FDIC
MODIFICATION

1	Shared-Loss Month	20090531
2	Loan no:	123456
3	Modification Program:	FDIC

	Loan before Restructuring
4	Unpaid principal balance	450000
5	Remaining term	298
6	Interest rate	0.06500
7	Next ARM reset rate (if within next 4 months)	0.00000
8	Interest Paid-To-Date	20081230
9	Delinquency Status	FC
10	Monthly payment – P&I	3047
11	Monthly payment – T&I	1000
	Total monthly payment	4047
12	Household current annual income	95000
13	Valuation Date	20090121
14	Valuation Amount	425000
15	Valuation Type (Interior/exterior appraisal, BPO, AVM, etc)	AVM

	Terms of Modified/Restructured Loan
16	1st Trial Payment Due Date	20090201
17	Modification Effective Date	20090501
18	Net Principal balance (net of forbearance & principal reduction)	467188
19	Principal forbearance	0
20	Principal reduction	0
21	Product (fixed or step)	step
22	Remaining amortization term	480
23	Maturity date	20490501
24	Interest rate	0.02159
25	Next Payment due date	20090601
26	Monthly payment – P&I	1454
27	Monthly payment – T&I	1000
	Total monthly payment	2454
28	Next reset date	20140501
29	Interest rate change per adjustment	0.01000
30	Lifetime interest rate cap	0.05530
31	Back end DTI	0.45000

	Restructuring Loss Calculation
32	Previous NPV of loan modification	458740
33	Less: Post modification principal payments	2500
	Plus:
35	Attorney153s fees	0
36	Foreclosure costs, including title search, filing fees, advertising, etc.	500
37	Property protection costs, maint. and repairs	0
38	Tax and insurance advances	2500
	Other Advances
39	Appraisal/Broker153s Price Opinion fees	100
40	Inspections	0
41	Other	0
	Total loan balance due before restructuring	459340

	Cash Recoveries:
42	MI contribution	0
43	Other credits	0
44	T & I escrow account balances, if positive
	Total Cash Recovery	0

	Assumptions for Calculating Loss Share Amount, Restructured Loan:
45	Discount rate for projected cash flows	0.05530
46	Loan prepayment in full	120
47	NPV of projected cash flows (see amort schd1)	386927

48	Gain/Loss Amount	72413

Line item definitions can be found in SFR Data Submission Handbook.

Notes to Exhibits 2a (restructuring)

1. The data shown are for illustrative purpose. The figures will vary for
actual restructurings.

2. For purposes of loss sharing, losses on restructured loans are calculated
as the difference between:

a. The principal, accrued interest, advances due on the loan, and allowable
3rd party fees prior to restructuring (2a(1) lines 34-41, 2a(2) lines 33-41),
and

b. The Net Present Value (NPV) of the estimated cash flows (line 47). The
cash flows should assume no default or prepayment for 10 years, followed by
prepayment in full at the end of 10 years (120 months).

3. For owner-occupied residential loans, the NPV is calculated using the most
recently published Freddie Mac survey rate on 30-year fixed rate loans as of the
restructure date.

4. For investor owned or non-owner occupied residential loans, the NPV is
calculated using commercially reasonable rate on 30-year fixed rate loans as of
the restructure date.

5. If the new loan is an adjustable-rate loan, interest rate resets and
related cash flows should be projected based on the index rate in effect at the
date of the loan restructuring. If the restructured loan otherwise provides for
specific charges in monthly P&I payments over the term of the loan, those
changes should be reflected in the projected cash flows. Assuming Institution
must retain supporting schedule of projected cash flows as required by Section
2.1 of the Single Family Shared-Loss Agreement and provide it to the FDIC if
requested for a sample audit.

6. Do not include late fees, prepayment penalties, or any similar lender fees
or charges by the Failed Bank or Assuming Institution to the loan account, any
allocation of Assuming Institution153s servicing costs, or any allocations of
Assuming Institution153s general and administrative (G&A) or other operating
costs.

7. The amount of accrued interest that may be added to the balance of the
loan is limited to the minimum of:

a. 90 days

b. The number of days that the loan is delinquent at the time of
restructuring

c. The number of days between the resolution date and the restructuring

To calculate accrued interest, apply the note interest rate that would have
been in effect if the loan were performing to the principal balance after
application of the last payment made by the borrower.

Exhibit 2b(1)

CALCULATION OF LOSS FOR SHORT SALE LOANS

Loan written down to book value prior to Loss
Share

1	Shared-Loss Month:	20090531
2	Loan #	62201

3	Interest Paid-to-Date	20071130
4	Short Payoff Date	20090522
5	Note Interest rate	0.08500
6	Occupancy	Owner
	If owner occupied:
7	Household current annual income	45000
8	Estimated NPV of loan mod	220000
9	Valuation Date	20090121
10	Valuation Amount	300000
11	Valuation Type (Interior/exterior appraisal, BPO, AVM, etc)	Ext Appraisal

	Short-Sale Loss calculation
13	Book Value	300000
14	Less: Post closing principal payments	0
17	Accrued interest, limited to 90 days	6375
18	Attorney153s fees	75
19	Foreclosure costs, including title search, filing fees, advertising, etc.	0
20	Property protection costs, maint., repairs and any costs or expenses relating to environmental conditions	0
21	Tax and insurance advances	0
	Other Advances
22	Appraisal/Broker153s Price Opinion fees	250
23	Inspections	600
24	Other	0
25	Incentive to borrower	5000

	Gross balance recoverable by Purchaser	312300

26	Amount accepted in Short-Sale (net proceeds)	275000
27	Hazard Insurance	0
28	Mortgage Insurance	0
29	T & I escrow account balance, if positive	0
30	Other credits, if any (itemize)	0

	Total Cash Recovery	275000

31	Gain/Loss Amount	37300

(1) Costs with respect to environmental remediation activities
are limited to $200,000 unless prior consent of the FDIC

Line item definitions located in SF Data Submission Handbook

Exhibit 2b(2)

CALCULATION OF LOSS FOR SHORT SALE LOANS

No Preceeding Loan Mod under Loss Share

1	Shared-Loss Month:	20090531
2	Loan #	58776

3	Interest Paid-to-Date	20080731
4	Short Payoff Date	20090417
5	Note Interest rate	0.07750
6	Occupancy	Owner
	If owner occupied:
7	Household current annual income	38500
8	Estimated NPV of loan mod	200000
9	Valuation Date	20090121
10	Valuation Amount	300000
11	Valuation Type (Interior/exterior appraisal, BPO, AVM, etc)	Ext Appraisal

	Short-Sale Loss calculation
12	Loan UPB	375000
17	Accrued interest, limited to 90 days	7266
18	Attorney153s fees	0
19	Foreclosure costs, including title search, filing fees, advertising, etc.	400
20	Property protection costs, maint., repairs and any costs or expenses relating to environmental conditions	1450
21	Tax and insurance advances	0
	Other Advances
22	Appraisal/Broker153s Price Opinion fees	350
23	Inspections	600
24	Other	0
25	Incentive to borrower	2000

	Gross balance recoverable by Purchaser	387066

26	Amount accepted in Short-Sale (net proceeds)	255000
27	Hazard Insurance	0
28	Mortgage Insurance	0
29	T & I escrow account balance, if positive	0
30	Other credits, if any (itemize)	0

	Total Cash Recovery	255000

31	Gain/Loss Amount	132066

(1) Costs with respect to environmental remediation activities
are limited to $200,000 unless prior consent of the FDIC

Line item definitions located in SF Data Submission Handbook

Notes to Exhibits 2b (short sale)

1. The data shown are for illustrative purpose. The figures will vary for
actual short sales.

2. The covered loss is the difference between the gross balance recoverable
by Purchaser and the total cash recovery. There are two methods of calculation
for covered losses from short sales, depending upon the circumstances. They are
shown below:

a. If the loan was restructured when the Loss Share agreement was in place,
and then the short sale occurred, use Exhibit 2b(3). This version uses the Net
Present Value (NPV) of the modified loan as the starting point for the covered
loss.

b. Otherwise, use Exhibit 2b(2). This version uses the unpaid balance of the
loan as of the last payment as the starting point for the covered loss.

c. Use Exhibit 2b(1) for loans written down to book value prior to the
shared-loss agreement.

3. For Exhibit 2b(2), the gross balance recoverable by the purchaser is
calculated as the sum of lines 12 : 25; it is shown after line 25. For Exhibit
2b(3), the gross balance recoverable by the purchaser is calculated as line 15
minus line 16 plus lines 18 : 25; it is shown after line 25.

4. For Exhibit 2b(2), the total cash recovery is calculated as the sum of
lines 26 : 30; it is shown in line 31. For Exhibit 2b(3), the total cash
recovery is calculated as the sum of lines 26 : 30; it is shown after line 30.

5. Reasonable and customary third party attorney153s fees and expenses incurred
by or on behalf of Assuming Institution in connection with any enforcement
procedures, or otherwise with respect to such loan, are reported under
Attorney153s fees.

7. If Exhibit 2b(3) is used, then no accrued interest may be included as a
covered loss. Otherwise, the amount of accrued interest that may be included as
a covered loss is limited to the minimum of:

a. 90 days

b. The number of days that the loan is delinquent when the property was sold

c. The number of days between the resolution date and the date when the
property was sold

Exhibit 2c(1)

CALCULATION OF FORECLOSURE LOSS

ORE or Foreclosure Occurred Prior to Loss Share
Agreement

1	Shared-Loss Month	20090630
2	Loan no:	364574

3	Interest Paid-To-Date	20071001
4	Foreclosure sale date	20080202
5	Liquidation date	20090412
6	Note Interest rate	0.08100
10	Valuation Date	20090121
11	Valuation Amount	228000
12	Valuation Type (Interior/exterior appraisal, BPO, AVM, etc)	Int Appr

	Foreclosure Loss calculation
13	Book value at date of Loss Share agreement	244900
14	Less: Post closing principal payments	0
		3306
	Costs incurred after Loss Share agreement in place:
19	Attorney153s fees	0
20	Foreclosure costs, including title search, filing fees, advertising, etc.	0
21	Property protection costs, maint. and repairs	6500
22	Tax and insurance advances	0
	Other Advances
23	Appraisal/Broker153s Price Opinion fees	0
24	Inspections	0
25	Other	0

	Gross balance recoverable by Purchaser	254706

	Cash Recoveries:
26	Net liquidation proceeds (from HUD-1 settl stmt)	219400
27	Hazard Insurance proceeds	0
28	Mortgage Insurance proceeds	0
29	T & I escrow account balances, if positive	0
30	Other credits, if any (itemize)	0
	Total Cash Recovery	219400

31	Gain/Loss Amount	35306

Line item definitions located in SF Data Submission Handbook

Exhibit 2c(2)

CALCULATION OF FORECLOSURE LOSS

During Term of the Agreement

No Preceeding Loan Mod under Loss

Share

1	Shared-Loss Month	20090531
2	Loan no:	292334

3	Interest Paid-to-Date	20080430
4	Foreclosure sale date	20090115
5	Liquidation date	20090412
6	Note Interest rate	0.08000
7	Occupancy	Owner
	If owner occupied:
8	Household current annual income	42000
9	Estimated NPV of loan mod	195000
10	Valuation Date	20090121
11	Valuation Amount	235000
12	Valuation Type (Interior/exterior appraisal, BPO, AVM, etc)	Ext BPO

	Foreclosure Loss calculation
14	Loan Principal balance at property reversion	300000
	Plus:
18	Accrued interest, limited to 90 days	6000
19	Attorney153s fees	0
20	Foreclosure costs, including title search, filing fees, advertising, etc.	4000
21	Property protection costs, maint. and repairs	5500
22	Tax and insurance advances	1500
	Other Advances
23	Appraisal/Broker153s Price Opinion fees	0
24	Inspections	50
25	Other	0

	Gross balance recoverable by Purchaser	317050

	Cash Recoveries:
26	Net liquidation proceeds (from HUD-1 settl stmt)	205000
27	Hazard Insurance proceeds	0
28	Mortgage Insurance proceeds	0
29	T & I escrow account balances, if positive	0
30	Other credits, if any (itemize)	0
	Total Cash Recovery	205000

31	Gain/Loss Amount	112050

Line item definitions located in SF Data Submission Handbook

Exhibit 2c(3)

CALCULATION OF FORECLOSURE LOSS

Foreclosure after a Covered Loan Mod

1	Shared-Loss Month	20090531
2	Loan no:	138554

3	Interest Paid-to-Date	20080430
4	Foreclosure sale date	20090115
5	Liquidation date	20090412
6	Note Interest rate	0.04000
10	Valuation Date	20081215
11	Valuation Amount	210000

12	Valuation Type (Interior/exterior appraisal, BPO, AVM, etc)	Ext Appr

	Foreclosure Loss calculation
16	NPV of projected cash flows at loan mod	285000
17	Less: Post modification principal payments	2500
	Plus:
19	Attorney153s fees	0
20	Foreclosure costs, including title search, filing fees, advertising, etc.	4000
21	Property protection costs, maint. and repairs	7000
22	Tax and insurance advances	2000
	Other Advances
23	Appraisal/Broker153s Price Opinion fees	0
24	Inspections	0
25	Other	0

	Gross balance recoverable by Purchaser	295500

	Cash Recoveries:
26	Net liquidation proceeds (from HUD-1 settl stmt)	201000
27	Hazard Insurance proceeds	0
28	Mortgage Insurance proceeds	0
29	T & I escrow account balances, if positive	0
30	Other credits, if any (itemize)	0
	Total Cash Recovery	201000

31	Gain/Loss Amount	94500

Line item definitions located in SF Data Submission Handbook

Notes to Exhibits 2c (foreclosure)

2. The data shown are for illustrative purpose. The figures will vary for
actual restructurings.

3. The covered loss is the difference between the gross balance recoverable
by Purchaser and the total cash recovery. There are three methods of calculation
for covered losses from foreclosures, depending upon the circumstances. They are
shown below:

a. If foreclosure occurred prior to the beginning of the Loss Share
agreement, use Exhibit 2c(1). This version uses the book value of the REO as the
starting point for the covered loss.

b. If foreclosure occurred after the Loss Share agreement was in place, and
if the loan was not restructured when the Loss Share agreement was in place, use
Exhibit 2c(2). This version uses the unpaid balance of the loan as of the last
payment as the starting point for the covered loss.

c. If the loan was restructured when the Loss Share agreement was in place,
and then foreclosure occurred, use Exhibit 2c(3). This version uses the Net
Present Value (NPV) of the modified loan as the starting point for the covered
loss.

4. For Exhibit 2c(1), the gross balance recoverable by the purchaser is
calculated as the sum of lines 13 : 25; it is shown after line 25. For Exhibit
2c(2), the gross balance recoverable by the purchaser is calculated as the sum
of lines 14 : 25; it is shown after line 25. For Exhibit 2c(3), the gross
balance recoverable by the purchaser is calculated as line 16 minus line 17 plus
lines 17 : 25; it is shown after line 25.

5. For Exhibit 2c(1), the total cash recovery is calculated as the sum of
lines 26 : 30; it is shown in line 31. For Exhibit 2c(2), the total cash
recovery is calculated as the sum of lines 26 : 30; it is shown in line 31. For
Exhibit 2c(3), the total cash recovery is calculated as the sum of lines 26 :
30; it is shown in line 31.

6. Reasonable and customary third party attorney153s fees and expenses incurred
by or on behalf of Assuming Institution in connection with any enforcement
procedures, or otherwise with respect to such loan, are reported under
Attorney153s fees.

7. Assuming Institution153s (or Third Party Servicer153s) reasonable and
customary out-of-pocket costs paid to either a third party or an affiliate (if
affiliate is pre-approved by the FDIC) for foreclosure, property protection and
maintenance costs, repairs, assessments, taxes, insurance and similar items are
treated as part of the gross recoverable balance, to the extent they are not
paid from funds in the borrower153s escrow account. Allowable costs are limited to
amounts per Freddie Mac and Fannie Mae guidelines (as in effect from time to
time), where applicable, provided that this limitation shall not apply to costs
or expenses relating to environmental conditions.

8. Do not include late fees, prepayment penalties, or any similar lender fees
or charges by the Failed Bank or Assuming Institution to the loan account, any
allocation of Assuming Institution153s servicing costs, or any allocations of
Assuming Institution153s general and administrative (G&A) or other operating
costs.

9. If Exhibit 2c(3) is used, then no accrued interest may be included as a
covered loss. The amount of accrued interest that may be included as a covered
loss on Exhibit 2c(2)is limited to the minimum of:

a. 90 days

b. The number of days that the loan is delinquent when the property was sold

c. The number of days between the resolution date and the date when the
property was sold

Exhibit 2d(1)

CALCULATION OF LOSS FOR UNRELATED 2ND LIEN

CHARGE-OFF

1	Shared-Loss Month:	20090531
2	Loan #	58776

3	Interest paid-to-date	20081201
4	Charge-Off Date	20090531
5	Note Interest rate	0.03500
6	Occupancy	Owner
	If owner occupied:
7	Household current annual income	0
8	Valuation Date	20090402
9	Valuation Amount	230000
10	Valuation Type (Interior/exterior appraisal, BPO, AVM, etc)	BPO
11	Balance of superior liens	210000

	Charge-Off Loss calculation
12	Loan Principal balance	55000
13	Charge-off amount (principal only)	55000
	Plus:
14	Accrued interest, limited to 90 days	481
15	Attorney153s fees	0
16	Foreclosure costs, including title search, filing fees, advertising, etc.	250
17	Property protection costs, maint., repairs and any costs or expenses relating to environmental conditions	0
18	Tax and insurance advances	0
	Other Advances
19	Appraisal/Broker153s Price Opinion fees	75
20	Inspections	0
21	Other	0

	Gross balance recoverable by Purchaser	55806

22	Foreclosure sale proceeds	0
23	Hazard Insurance proceeds	0
24	Mortgage Insurance proceeds	0
25	Tax overage	0
26	Short sale payoff	1500
27	Other credits, if any (itemize)	0

	Total Cash Recovery	1500

28	Loss Amount	54306

(1) Costs with respect to environmental remediation activities
are limited to $200,000 unless prior consent of the FDIC

Line item definitions located in SF Data Submission Handbook

Exhibit 2d(2)

Shared-Loss Month:		[input month]
Loan no.:		[input loan no.)

NOTE

The calculation of recovery on a loan for which a Restructuring Loss has been
paid will only apply if the loan is sold.

EXAMPLE CALCULATION

Restructuring Loss Information
Loan principal balance before restructuring	$	200,000		A
NPV, restructured loan	165,000			B
Loss on restructured loan	$	35,000		A : B
Times FDIC applicable loss share % (80%)	80		%
Loss share payment to purchaser	$	28,000		C

Calculation : Recovery amount due to Receiver
Loan sales price	$	190,000
NPV of restructured loan at mod date	165,000
Gain – step 1	25,000			D
PLUS
Loan UPB after restructuring (1)	200,000
Loan UPB at liquidation date	192,000
Gain – step 2 (principal collections after restructuring)	8,000			E
Recovery amount	33,000			D+ E
Times FDIC loss share %	80		%
Recovery due to FDIC	$	26,400		F

Net loss share paid to purchaser (C : F)	$	1,600

Proof Calculation (2)
Loan principal balance	$	200,000		G

Principal collections on loan	8,000
Sales price for loan	190,000
Total collections on loan	198,000			H
Net loss on loan	$	2,000		G : H
Times FDIC applicable loss share % (80%)	80		%
Loss share payment to purchaser	$	1,600

(1)	This example assumes that the FDIC loan modification program as shown in Exhibit 5 is applied and the loan restructuring does not result in a reduction in the loan principal balance due from the borrower.
(2)	This proof calculation is provided to illustrate the concept and the Assuming Institution is not required to provide this with its Recovery calculations.

Exhibit 3

Portfolio Performance and Summary Schedule

SHARED-LOSS LOANS

PORTFOLIO PERFORMANCE AND SUMMARY SCHEDULE

MONTH ENDED: [input report month]

POOL SUMMARY

	#	$
Loans at Sale Date	xx	xx

Loans as of this month-end	xx	xx

PORTFOLIO PERFORMANCE STATUS

			Percent of Total
	#	$	#
Current
30 : 59 days past due
60 : 89 days past due
90 : 119 days past due
120 and over days past due
In foreclosure
ORE
Total

Memo Item:
Loans in process of restructuring : total
Loans in bankruptcy

Loans in process of restructuring by delinquency status
Current
30 – 59 days past due
60 – 89 days past due
90 – 119 days past due
120 and over days past due In foreclosure
Total

List of Loans Paid Off During Month

Loan #		Principal Balance

List of Loans Sold During Month

Loan #		Principal Balance

Exhibit 4
Wire Transfer Instructions

PURCHASER WIRING INSTRUCTIONS

BANK RECEIVING WIRE

9 DIGIT ABA ROUTING NUMBER

ACCOUNT NUMBER

NAME OF ACCOUNT

ATTENTION TO WHOM

PURPOSE OF WIRE

FDIC RECEIVER WIRING INSTRUCTIONS

BANK RECEIVING WIRE

SHORT NAME

ADDRESS OF BANK RECEIVING WIRE

9 DIGIT ABA ROUTING NUMBER

ACCOUNT NUMBER

NAME OF ACCOUNT

ATTENTION TO WHOM

PURPOSE OF WIRE

100

EXHIBIT 5

FDIC MORTGAGE LOAN MODIFICATION
PROGRAM

Objective

The objective of this FDIC Mortgage Loan Modification Program (“Program”) is
to modify the terms of certain residential mortgage loans so as to improve
affordability, increase the probability of performance, allow borrowers to
remain in their homes and increase the value of the loans to the FDIC and
assignees. The Program provides for the modification of Qualifying Loans (as
defined below) by reducing the borrower153s monthly housing debt to income ratio
(“DTI Ratio”) to no more than 31% at the time of the modification and
eliminating adjustable interest rate and negative amortization features.

Qualifying Mortgage Loans

In order for a mortgage loan to be a Qualifying Loan it must meet all of the
following criteria, which must be confirmed by the lender:

– The collateral securing the mortgage loan is owner-occupied and the owner153s
primary residence; and

– The mortgagee has a first priority lien on the collateral; and

– Either the borrower is at least 60 days delinquent or a default is
reasonably foreseeable.

Modification Process

The lender shall undertake a review of its mortgage loan portfolio to
identify Qualifying Loans. For each Qualifying Loan, the lender shall determine
the net present value of the modified loan and, if it will exceed the net
present value of the foreclosed collateral upon disposition, then the Qualifying
Loan shall be modified so as to reduce the borrower153s monthly DTI Ratio to no
more than 31% at the time of the modification. To achieve this, the lender shall
use a combination of interest rate reduction, term extension and principal
forbearance, as necessary.

The borrower153s monthly DTI Ratio shall be a percentage calculated by dividing
the borrower153s monthly income by the borrower153s monthly housing payment
(including principal, interest, taxes and insurance). For these purpose of the
foregoing calculation:

(1) the borrower153s monthly income shall be defined as the borrower153s (along
with any co-borrowers153) income amount before any payroll deductions and includes
wages and salaries, overtime pay, commissions, fees, tips, bonuses, housing
allowances, other compensation for personal services, Social Security payments,
including Social Security received by adults on behalf of minors or by minors
intended for their own support, and monthly income from annuities, insurance
policies, retirement funds, pensions, disability or death benefits, unemployment
benefits, rental income and other income. All income information must be
documented and verified. If the borrower receives public assistance or collects
unemployment, the Assuming Institution must determine whether the public
assistance or unemployment income will continue for at least nine (9) months.

(2) the borrower153s monthly housing payment shall be the amount required to
pay monthly principal and interest plus one-twelfth of the then current annual
amount required to pay real property taxes and homeowner153s insurance with
respect to the collateral.

101

In order to calculate the monthly principal payment, the lender shall
capitalize to the outstanding principal balance of the Qualifying Loan the
amount of all delinquent interest, delinquent taxes, past due insurance
premiums, third party fees and (without duplication) escrow advances (such
amount, the “Capitalized Balance”).

In order to achieve the goal of reducing the DTI Ratio to 31%, the lender
shall take the following steps in the following order of priority with respect
to each Qualifying Loan:

1. Reduce the interest rate to the then current Freddie Mac Survey Rate for
30-year fixed rate mortgage loans, and adjust the term to 30 years.

2. If the DTI Ratio is still in excess of 31%, reduce the interest rate
further, but no lower than 3%, until the DTI ratio of 31% is achieved.

3. If the DTI Ratio is still in excess of 31% after adjusting the interest
rate to 3%, extend the remaining term of the loan by 10 years.

4. If the DTI Ratio is still in excess of 31%, calculate a new monthly
payment (the “Adjusted Payment Amount”) that will result in the borrower153s
monthly DTI Ratio not exceeding 31%. After calculating the Adjusted Payment
Amount, the lender shall bifurcate the Capitalized Balance into two portions :
the amortizing portion and the non-amortizing portion. The amortizing portion of
the Capitalized Balance shall be the mortgage amount that will fully amortize
over a 40-year term at an annual interest rate of 3% and monthly payments equal
to the Adjusted Payment Amount. The non-amortizing portion of the Capitalized
Balance shall be the difference between the Capitalized Balance and the
amortizing portion of the Capitalized Balance. If the amortizing portion of the
Capitalized Balance is less than 75% of the current estimated value of the
collateral, then the lender may choose not to restructure the loan. If the
lender chooses to restructure the loan, then the lender shall forbear on
collecting the non-amortizing portion of the Capitalized Balance, and such
amount shall be due and payable only upon the earlier of (i) maturity of the
modified loan, (ii) a sale of the property or (iii) a pay-off or refinancing of
the loan. No interest shall be charged on the non-amortizing portion of the
Capitalized Balance, but repayment shall be secured by a first lien on the
collateral.

Special Note:

The net present value calculation used to determine whether a loan should be
modified based on the modification process above is distinct and different from
the net present value calculation used to determine the covered loss if the loan
is modified. Please refer only to the net present value calculation described in
this exhibit for the modification process, with its separate assumptions, when
determining whether to provide a modification to a borrower. Separate
assumptions may include, without limitation, Assuming Institution153s
determination of a probability of default without modification, a probability of
default with modification, home price forecasts, prepayment speeds, and event
timing. These assumptions are applied to different projected cash flows over the
term of the loan, such as the projected cash flow of the loan performing or
defaulting without modification and the projected cash flow of the loan
performing or defaulting with modification.

By contrast, the net present value for determining the covered loss is based
on a 10 year period. While the assumptions in the net present value calculation
used in the modification process may change, the net present value calculation
for determining the covered loss remains constant.

102

Related Junior Lien Mortgage Loans

In cases where the lender holds a junior lien mortgage loan that is
collateralized by the same property that collateralizes a Qualifying Loan that
is modified as described above, the junior lien mortgage loan shall also be
modified to enhance overall affordability to the borrower. At a minimum, the
lender shall reduce the interest rate on the junior lien mortgage loan to no
more than 2% per annum. Further modifications may be made at the lender153s
discretion as needed to support affordability and performance of the modified
first lien Qualifying Loan.

103

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