242031.1

WHAT IS THE BANKERS’ COMPLIANCE GROUP®?

Group Legal Service

The Bankers’ Compliance Group® is an organization of over 160 independent California banks, savings associations and other financial institutions who have associated for the purpose of retaining and sharing legal counsel for group legal services. The Group, which has just celebrated its 30 year anniversary, shares the cost of legal fees on a pro rata basis for regular meetings, newsletters, all-day seminars and special projects that are of common interest to members of the Group. The law firm of Aldrich Bonnefin & Moore, PLC acts as legal counsel for the Group.

Support Services

The law firm provides information and updates in the areas of lending, operations, employment, litigation and administration. Membership in the Group entitles the member to monthly newsletters, attendance at regular monthly telephone briefings with the attorneys, three questions answered by telephone/email with an attorney per month, all-day seminars and associated Standard Procedures Manuals (SPM). Members also may individually consult with the law firm for advice on particular legal problems or questions on an hourly basis.

88463.7

BANKERS’ COMPLIANCE GROUP® TWO-YEAR FEE HISTORY

(2010 and 2011) The schedule below is “all-in”. That is, inclusive of fees for services and costs.

Services Fees and Costs

Retainer Newsletter 3 Telephone Questions Monthly Handouts Monthly Telephone Briefings

Pro-rata; 11 chapters x $4000/chapter = $44,000; $44,000 ÷ number of members = cost/member (cannot exceed $250)

Seminars and Manuals Pro-rata

2010 Monthly Actuals 2011 Monthly Actuals January $1,973.33 January $2,203.60 February $2,013.54 February $2,371.91 March $2,075.42 March $2,251.44 April $2,123.07 April $2,180.42 May $2,148.73 May $2,396.72 June $2,144.62 June $2,343.95 July $2,137.37 July $2,395.70 August $2,152.87 August $2,456.40 September $2,152.74 September $2,510.93 October $2,140.23 October $2,506.83 November $2,162.52 November $2,568.14 December $2,112.21 December $2,398.56 2010 Average $2,112.21 2011 Average $2,398.56

*REVISED 2012 BCG SEMINAR SCHEDULE

The following is the *revised schedule of Banker’s Compliance Group® seminars planned for 2012, as approved by a majority vote of the members of BCG. The cost of all seminars presented by BCG are shared on a pro rata basis by its members.

Scheduling of these seminars is subject to change without further approval. Any comments or suggestions regarding future seminar topics are welcome.

JANUARY: ECOA/Reg B & FCRA

FEBRUARY: Loan Workouts & Collections

MARCH: Legal Processes

*APRIL: Truth in Lending Act & Reg Z (Closed-end Credit)

MAY: Letters of Credit

*JUNE: General Banking Operations

*JULY: Truth in Lending Act & Reg Z (Open-end Credit)

AUGUST: Loan Participations

SEPTEMBER: Real Estate Lending Compliance

*OCTOBER: Negotiable Instruments Law

NOVEMBER: Community Reinvestment Act

DECEMBER: Management & Directors

If you have any questions or comments regarding this schedule or BCG in general, please contact Laura Jagerman, BCG Coordinator, at 949-474-1944 or (for BCG members only) 800-742-3600.

242033.1

MEMBERSHIP APPLICATION

The undersigned financial institution (Financial Institution) hereby agrees to the terms of membership in the Bankers' Compliance Group® (the “Group”) as determined by the Bankers’ Compliance Group Client Agreement as in effect from time to time (“Client Agreement”). The undersigned officer is fully authorized and empowered by the Financial Institution to join the Group, subject to the approval of legal counsel for the Group. The Financial Institution has received and read a copy of the Client Agreement with the law firm of Aldrich Bonnefin & Moore, PLC, the group's legal counsel. The undersigned acknowledges and understands that by joining the Group the Financial Institution will be responsible for its pro rata share of legal expenses authorized and incurred by the Group, and those incurred individually, and accepts the terms and conditions of the Client Agreement.

FINANCIAL INSTITUTION INFORMATION

Name of Financial Institution:

Designate Main Contact:

Address for Main Contact:

City: State: ZIP Code:

Telephone No.: Fax No.: Attn:

Email Address: Website Address:

Would you like the BCG website to include a link to the institution’s website? Yes No

BILLING INFORMATION

Designate Billing Contact: Address same as above

Different Address for Billing Contact:

City: State: ZIP Code:

Telephone No.: Fax No.: Attn:

PRIMARY REGULATOR: CHARTER:

OCC OTS Bank Thrift & Loan (Industrial

Bank)

FDIC NCUA Savings Association Other (Specify):

FRB Other: Credit Union: State Federal

HOW DID YOU HEAR ABOUT US?

BCG website Direct contact from Aldrich Bonnefin & Moore

Aldrich Bonnefin & Moore website Seminar attendee

Group member at a prior institution Referred by a friend/acquaintance

Information at industry conference Other:

CHAPTER THE INSTITUTION IS JOINING

Orange County Chapter Los Angeles Chapter San Fernando Valley Chapter

Inland Empire Chapter San Diego Chapter San Jose Chapter

Sacramento Chapter South Bay Chapter San Francisco Chapter

Central California Chapter San Gabriel Valley Chapter

SIGNATURE

Signature of authorized representative: Title:

Name of authorized representative: Date:

242033.1

FINANCIAL INSTITUTION INFORMATION

Name of Financial Institution:

Address:

City: State: ZIP Code:

Telephone: Fax:

BCG Main Contact: E-mail Address:

OFFICER INFORMATION (Please Correct Titles if Necessary)

President or Chief Executive Officer:

Address: Same as above

City: State: ZIP Code:

Phone: Fax: E-mail Address:

Chief Financial Officer:

Address: Same as above

City: State: ZIP Code:

Phone: Fax: E-mail Address:

Chief Operating Officer:

Address: Same as above

City: State: ZIP Code:

Phone: Fax: E-mail Address:

Main Human Resources Contact:

Address: Same as above

City: State: ZIP Code:

Phone: Fax: E-mail Address:

Senior Credit Officer:

Address: Same as above

City: State: ZIP Code:

Phone: Fax: E-mail Address:

Compliance Officer:

Address: Same as above

City: State: ZIP Code:

Phone: Fax: E-mail Address:

CRA Officer:

Address: Same as above

City: State: ZIP Code:

Phone: Fax: E-mail Address:

Chairman of the Board:

Address: Same as above

City: State: ZIP Code:

Phone: Fax: E-mail Address:

BANKERS’ COMPLIANCE GROUP® AUTHORIZATION TO INCUR LEGAL FEES

242033.1

In addition to the officers listed above, the persons listed below are authorized by the Financial Institution to make telephone or email contact with the attorneys retained by Bankers’ Compliance Group®, i.e., Aldrich Bonnefin & Moore, PLC, and to request oral or written legal advice from the law firm. In the event that an unauthorized person contacts an attorney for legal advice, the attorney will inform him or her that the conversation or written matter must first be approved by the institution’s BCG main contact or other officer listed above or other authorized contact listed below. (Add extra pages if necessary.)

Name: Title or Function:

Address: Same as above

City: State: ZIP Code:

Phone: Fax: E-mail Address:

Name: Title or Function:

Address: Same as above

City: State: ZIP Code:

Phone: Fax: E-mail Address:

Name: Title or Function:

Address: Same as above

City: State: ZIP Code:

Phone: Fax: E-mail Address:

Name: Title or Function:

Address: Same as above

City: State: ZIP Code:

Phone: Fax: E-mail Address:

Name: Title or Function:

Address: Same as above

City: State: ZIP Code:

Phone: Fax: E-mail Address:

Name: Title or Function:

Address: Same as above

City: State: ZIP Code:

Phone: Fax: E-mail Address:

1

BANKERS’ COMPLIANCE GROUP MEMBERSHIP AND CLIENT AGREEMENT (As revised and effective January 1, 2007)1

Execution Version for New Members

This Bankers’ Compliance Group® (“Group”) Membership and Client Agreement (“Agreement”) is made as of the last date set forth in the signature blocks below between the law firm of ALDRICH BONNEFIN & MOORE, PLC (“Firm”) and the Member of the Bankers’ Compliance Group indicated in the signature blocks below (“Member”), and between each Member and every other Member.

I. NATURE OF RELATIONSHIP

The Firm agrees to provide, and the Member agrees to pay for, the Group Services and the Individual Attorney-Client Services, as provided below.

II. GROUP SERVICES

The Firm will provide the Group Services to the Group and, through the Group, to the Members, as provided below. “Group Services” shall consist of Retainer Services, Seminar Services and Other Services, as described below. The Group will be divided into Chapters according to locality as the Firm deems appropriate. Each Chapter will have at least five Members.

A. Retainer Services. “Retainer Services” shall consist of the following:

1. Newsletter. A monthly newsletter (“BCG Newsletter”) will be made available to each Member, covering current compliance and other issues determined by the Firm to be of benefit to the Members.

2. Handouts and special announcements. From time to time, handouts and special announcements (“Handouts”) on topics of particular importance as determined by the Firm will be made available to all Members.

3. Monthly telephone briefings. The monthly telephone briefings will be arranged by the Firm, open to participation by all Members (subject to reasonable administrative requirements) to discuss the BCG Newsletter, Handouts or other legal issues determined by the Firm to be of interest to Members. The Firm may impose a reasonable fee for telephone conference participation and require Members to sign up for such conferences in advance. As technology evolves the monthly telephone briefings may be conducted by webcast or such other delivery method as the Firm deems appropriate, either in addition to or in place of telephone.

4. Online training. Online training for bankers may be made available to Members by the Firm or through third parties.

1 For any Member executing this Agreement before January 1, 2007, the Agreement becomes effective upon execution and acceptance by the Firm, which may occur before January 1, 2007.

17541.3 2

5. Administration. The Firm will oversee administration of the Group Services, such as arranging telephone conferences, printing and mailing Newsletters and Handouts, maintaining the BCG website, and providing information to prospective Members.

B. Seminar Services. “Seminar Services” consist of the following:

1. Seminars. The Firm will conduct a series of training seminars (“BCG Seminars”), generally to be conducted monthly, on topics of interest to the Members as the Firm shall reasonably determine. Notice of the dates and topics for BCG Seminars will be provided to Members through the BCG Newsletter, special announcements, or other communications to Members.

2. Manuals. The Firm will develop and maintain a series of manuals (“Standard Procedures Manuals” or “Manuals”) on topics of interest to bankers, including lending, operations and other subjects as the Firm determines. The Manuals will generally be updated in accordance with the schedule of Seminars to which the Manuals relate. On occasion, the Firm may (but is not obligated to) update or revoke a Manual deemed by the Firm to be out of date.

C. Other Services. The Firm may from time to time work on special projects (“Other Services”) for the Group when deemed by the Firm to be of sufficient interest to the Members. Examples of special projects include: the preparation of forms and procedures to comply with new laws and regulations; presentation of seminars regarding specified legal matters; and legislative and regulatory comments.

D. Disclaimers.

BCG Manuals, other content (oral or written) provided at Seminars, Webinars, Handouts, Newsletters and other materials made available to Members generally are referred to as “Group Materials.” Each Member acknowledges that the Group Materials are current only through the date of the related presentation or publication, and that the information may be outdated and incorrect after that time.

Absent the formation of an Individual Attorney-Client Relationship as provided in Section III. below, being a Member does not establish an attorney-client relationship between the Firm and the Member. The Group Services are provided by the Firm as a service to Members of the Group and are intended for each Member’s consideration in developing its own internal policies and procedures. The information contained in the Group Materials is of a general nature and is not intended to be, nor represented to replace, professional individualized legal advice. No information contained in any Group Materials should be construed as representing advice on specific individual legal matters. Group Materials contain dated matters, policy assumptions, conclusions and opinions which should not be accepted at face value.

No representation or warranty, express or implied, is made by the Firm or the Bankers’ Compliance Group concerning the legal accuracy or sufficiency of the Group Materials, and no recommendation is made as to its use or the adoption of any suggestion, or as to any matter omitted from or included in it.

In addressing specific factual situations, Members should seek the advice of legal counsel. At the Member’s option, such advice may be obtained from the Firm as part of the Individual Attorney-Client Relationship, discussed below.

17541.3 3

III. INDIVIDUAL ATTORNEY-CLIENT SERVICES

An attorney-client relationship (“Individual Attorney-Client Relationship”) may arise between the Firm and the Member incident to a request for individual legal representation or advice made by a Member to the Firm, pursuant either to a Retainer Compliance Question or a Specific Project, as provided below. In the event the Firm accepts such a request, there will exist an attorney-client relationship between the Firm and the Member that made the request. Pursuant to the Individual Attorney-Client Relationship, the Firm will perform legal services for the requesting Member in a manner consistent with the scope of the request. For purposes of the foregoing, and not by way of limitation, the Firm will comply with applicable ethical standards governing the confidentiality of information provided by a client to a lawyer.

A. Retainer Compliance Questions; Authorized Agents.

1. Each Member will be allowed to consult with the Firm by telephone regarding three compliance questions per month (a “Retainer Compliance Question”), with no separate Firm legal fees for the same, apart from the Member’s pro rata portion of the fee for the Retainer Services, as provided in Section VI.A. below. If a Retainer Compliance Question or questions cannot, in the Firm’s sole reasonable discretion, be readily answered during the initial consultation, the Member may authorize a Specific Project (as defined below) and the Firm may then accept the request for legal services where appropriate. The Firm may in its discretion accept a Retainer Compliance Question submitted by e-mail but reserves the right to treat any e-mailed inquiry, based on its length, complexity or other factors, as a request for a Specific Project.

2. Each Member shall designate in writing in the format specified by the Firm which of its employees are authorized to consult with the Firm (“Authorized Agent”). An Authorized Agent may make use of the Retainer Compliance Questions and also may authorize Specific Projects on behalf of the Member without the need for further agreement between the Member and the Firm.

B. Specific Projects.

1. Engagement. The Firm will provide legal services, when appropriate, for individual Members if the Member has specifically so requested (a “Specific Project”). Specific Projects may include on-going or follow-up telephone or written consultation authorized as part of one of the Member’s Retainer Compliance Questions as provided in Section III.A. above or may include other requests for legal services made by an Authorized Agent of the Member or another authorized officer or employee.

If the Member asks the Firm to undertake a Specific Project that is anticipated to involve significant or unusual time or efforts, or if the Firm otherwise deems it appropriate, the Firm may ask the Member to execute a Specific Project Agreement as a condition of the Firm’s accepting the Specific Project. The Specific Project Agreement will delineate the scope and the nature of the Specific Project. Except as expressly modified by the terms of the Specific Project Agreement, the relationship between the Member and the Firm as to the Specific Project will be governed by this Agreement.

Until the Firm expressly notifies the Member that the Firm has agreed to undertake a Specific Project and the Member has signed a Specific Project Agreement, the Firm will not be and may not be deemed to be representing or advising the requesting Member regarding the

17541.3 4

Specific Project. Without limiting the foregoing, the Member expressly acknowledges that the Firm should not be considered to be engaged for a Specific Project involving litigation or threatened litigation, legal processes of any type, or actual or threatened regulatory action until the Firm has expressly notified the Member that the Firm has accepted the Specific Project.

The Firm does not assume and will not be deemed to have assumed responsibility or liability for any losses, damages, claims or other liabilities (collectively, “losses”) incurred by a Member if such losses result directly or indirectly from any acts or omissions by the Member or from any legal representation performed by others for the Member.

2. Firm Responsibilities. When engaged in a Specific Project, the Firm will keep the Member advised periodically, as circumstances require, of the Firm’s work on the Member’s behalf in the matter. The Firm will provide the professional legal representation that the Member has agreed to pay for. The Firm will confer with the Member periodically to keep the Member informed of the Firm’s legal strategy in any pending matters and to solicit the Member’s thoughts on how the Firm should represent the Member. The Firm will provide legal advice and counsel, but the Member recognizes that ultimately the Member will make all decisions regarding strategy, so long as those decisions are consistent with the Firm’s ethical responsibilities and professional judgment.

3. Authorized Contact Person. The requesting Member will designate a contact person or persons (the “Contact Person”) who will then be authorized as the person to whom the Firm will direct communications, written or otherwise, concerning the Specific Project. The Contact Person may be an Authorized Agent of the requesting Member, or another officer or employee of the requesting Member.

4. Requesting Member’s Responsibilities. When a Member has engaged the Firm on a Specific Project, the Member will disclose to the Firm all facts and circumstances known to it that are relevant to the matter in a timely and candid fashion. In addition, the Member will pay the Firm’s fees and charges, as discussed below. The Member will cooperate thoroughly with the Firm’s efforts to provide the Member with the best possible representation or advice in any Specific Project. The Firm retains the right, subject to any applicable ethical obligations, to withdraw from representation of a Member and to cease to provide legal services on a Specific Project if the Member fails to perform in accordance with this Agreement, as supplemented by any Specific Project Agreement.

IV. CONFLICTS OF INTEREST

A. Conflicts of Interest. As provided above, the Member may become a client of the Firm through one or more Retainer Compliance Questions or any Specific Projects. Before choosing the Firm to be its attorneys, the Firm wishes to disclose circumstances in which actual or potential conflicts of interest might cause the Firm to refuse to represent or advise the Member.

Conflicts of interest may arise in several ways, including: potential conflicts; actual conflicts arising from a current representation and one or more prior representations; and actual conflicts arising from current representations. In the following provisions, some of the rules of professional conduct (“RPC”) governing conflicts of interest and confidentiality protection by California attorneys are summarized as they apply to the Firm.

17541.3 5

B. Potential for Conflicts. As provided in this Agreement, the Firm may provide individual legal services to the various Members through one or more Individual Attorney-Client Relationships. Each Member recognizes that there is the possibility of a legal dispute between itself and another Member of the Group. Examples of disputes between Members include: claims on negotiable instruments or funds transfers, claims in connection with merchant fraud, or claims in connection with allegations of unauthorized use or appropriation of intellectual property. There can be other areas in which disputes may arise between Members. The mere fact that two Members have a dispute does not, of itself, necessarily constitute a conflict of interest as to the Firm.

In general, ethical rules prevent the Firm from accepting or continuing representation of more than one client in a matter in which the interests of the clients potentially conflict or actually conflict, or from representing a client in a matter and at the same time in a separate matter accepting as a client a person whose interest in the first matter is adverse to the client in the first matter (RPC 3-310(C)). Ethical rules also generally prevent the Firm from accepting employment from a client if the representation is adverse to a present or former client and the Firm has obtained confidential information material to the employment (RPC 3-310(E). Representation may be accepted in these situations, however, with the informed written consent of the involved clients or former clients.

Thus, a conflict may cause the Firm to refuse to represent or advise the Member in a Retainer Compliance Question or a Specific Project involving a particular dispute with another Member or former Member.

C. Consent to Conflict of Interest. In certain cases of conflict of interest between clients (current or past), the Firm may (but is not required to) seek a voluntary consent from the client the effect of which would be to allow the Firm to represent one of the clients in a dispute against the other client, notwithstanding the conflict of interest. The consent is an agreement that the Firm may represent a client even if the client is involved in a dispute with a current or past client.

The Firm will provide and disclose information at the time of the request for a consent to each client consistent with the Firm’s professional responsibility to ensure that the consent, if granted, is based on informed consent. If all interested clients grant the Firm the required consents, then an Individual Attorney-client Relationship will be created with one of the clients and the Firm will represent that client’s interests vigorously against the other client. (Notwithstanding the foregoing, the Firm will continue to observe its obligations under the ethical rules applicable to lawyers to preserve the confidentiality of communications to or from one client if the client consents to the Firm’s representing another client as discussed in this paragraph.) If all interested clients do not grant the Firm the requested waiver, then the Firm will not agree to represent any of the disputing clients pursuant to an Individual Attorney-Client Relationship.

Each client is advised to seek the advice of independent counsel before consenting to a conflict of interest. For example, the fact that the Firm has conducted training sessions for a client, or engaged in extensive discussions on issues relevant to the dispute with a client, may give the Firm an advantage if the Firm were later to represent another client in a dispute with the client. The advantage might include knowledge of the particular personnel of the client, or the client’s corporate philosophy, or the client’s compliance organization and functions, or other things. Thus, the consent can have significant practical effect, since the client by granting the consent gives up the right to exclude the Firm and prevent the Firm from representing the other client, even though the Firm may have these or other advantages.

17541.3 6

D. Continued Membership in the Group. The existence of a conflict of interest between two Members as to a particular matter does not preclude each client’s continued Membership in the Group, and each Member may continue to receive Group Services or maintain an Individual Attorney-Client Relationship regarding matters other than the matter in dispute.

E. Right to Refuse. Each Member also agrees that the Firm has the absolute right, whether for cause or without cause, to refuse to undertake any legal services whatsoever, including any Retainer Compliance Question, Specific Project or other matter, if the Firm believes that proceeding with the representation or consultation would be reasonably likely to involve the Firm in a conflict of interest of any type.

V. PROPRIETARY INFORMATION

All Group Materials are and will remain the property of the Firm. Without limiting the foregoing, all Group Materials that are subject to copyright shall be the copyright of the Firm, whether or not the copyright symbol (©) appears on the material; all Group Materials that are subject to trademark or service mark rights shall be the trademarked or service marked property of the Firm, whether or not the applicable symbol ( “TM” or “SM”) appears on the material. No Member shall have any right to assert that any Group Materials are confidential to the Member, to all Members or to the Group.

The Firm may from time to time include written information prepared for an individual Member pursuant to a Retainer Compliance Question or a Specific Project in Group Materials made available to all Members pursuant to the Group Services Relationship, provided however that the Firm will comply with all legal and ethical obligations to maintain the confidentiality of client information. With respect to all non-confidential material prepared pursuant to a Retainer Compliance Question or a Specific Project, and with respect to all Group Materials, all proceeds of any disposition or use of such materials by the Firm will be the property of and inure to the benefit of the Firm. Without limiting the foregoing, the Firm may sell or re-sell Group Materials or allow attendance at BCG Seminars to non-Members on a “cash and carry” basis.

VI. FEES

Each Member, by joining and remaining a Member of the Group, agrees to pay the Fees and Costs (as defined below) charged by the Firm for the Pro Rata Services and Specific Projects, as provided below.

A. Pro Rata Services. The Fees and Costs for Retainer Services and Seminar Services will be split pro rata among all Members, as provided below. Each Member agrees to pay its pro rata portion of these Fees and Costs.

1. Retainer Services. The Firm will charge its Fees and Costs for the Retainer Services. Currently the hourly fees for Retainer Services are limited to no more than $4,000 per Chapter or $250 per Member per month, whichever is less. This limitation does not apply to Costs. The Retainer fee limitations are subject to change as provided in Section VIII.A. below.

2. Seminar Services. The Firm will charge its Fees and Costs incurred for provision of the Seminar Services.

B. Specific Projects. All Fees and Costs incurred in connection with any Specific Project will be billed to the individual Member, which charges shall be in addition to the pro rata amounts.

17541.3 7

C. Fees and Costs for Legal Services. The rates and charges for legal services will include hourly fees for legal services (“Fees”) as well as Costs. “Costs” include both “Disbursements” and “Other Charges,” as provided below.

1. Hourly Fees. The Firm’s Fees are based primarily on hourly rates, depending upon the attorney performing the work.

2. Disbursements. “Disbursements” are reasonable expenses incurred by the Firm in furtherance of legal services where the expense would not have been incurred but for the specific matter. Disbursements include such out-of-pocket items as travel and mileage expenses, courier fees, taxes, rental and set-up costs for meeting rooms, messenger services and business meals (including meals while traveling and while working overtime). As a general matter, only actual out-of-pocket expenses for Disbursements are charged by the Firm.

3. Other Charges. “Other Charges” include all charges, including in-house charges, to be charged by the Firm that do not constitute either Disbursements or Fees for legal services. Other Charges include photocopying and duplication charges, word-processing and special printing costs, telephone toll or service charges, facsimile services, employee overtime (to the extent overtime is incurred to meet the requests or requirements of emergency or extraordinary situations), postage, computerized legal research service fees and other such miscellaneous charges.

As a general matter, Other Charges are charged by the Firm in commercially reasonable amounts (cost is not necessarily the criteria, and allocated overhead may be included).

4. Schedule of Rates and Fees. The Firm’s current schedule of hourly rates and fees is attached as Exhibit B and made a part of this Agreement. These rates and charges are subject to change from time to time as provided in Section VIII.A. below.

D. Monthly Statements. Billings for all legal services performed under this Agreement will be delivered to Members on a monthly basis. Members agree to pay all such billings within 30 days of their date of delivery. In the event such fees are not paid, each Member agrees to pay all reasonable attorneys’ fees and costs and other reasonable costs of collection for any amounts owed. The Firm retains the right to terminate the Membership of any Member that is delinquent in the payment of statements rendered to it.

E. Member Withdrawals and Terminations; Responsibility for Fees. A Member may withdraw from the Group, with or without cause, upon written notice to the Firm. The Firm may terminate any Member’s membership in the Group, with or without cause, at any time upon written notice to the Member. If a Member is terminated by the Firm without cause, the Member will not be responsible for charges under this Section VI. that would otherwise apply for the calendar month during which termination without cause occurs. However, in all other cases a Member is responsible for Fees and Costs under this Section VI. for the calendar month during which withdrawal or termination occurs, as well as all prior months, regardless of whether the Member participated in any chapter meetings or sent attendees to any Seminars.

F. Promotional Pricing. Notwithstanding anything else in this Agreement, each Member acknowledges that the Firm may in its reasonable discretion from time to time offer special or promotional pricing for Group membership in the interests of attracting or retaining Group Members.

17541.3 8

VII. CUSTOMER INFORMATION SECURITY

A. “Customer”. For purposes of this Section VII., a “customer” is an individual (natural person) who has obtained a financial product or service from the Member primarily for personal, family or household purposes, or that individual’s legal representative, and who has an ongoing customer relationship with the Member. In the course of providing legal services to the Member, the Firm may occasionally receive individually identifiable nonpublic personal information about the Member’s customers, including but not limited to customers’ names, addresses, telephone numbers, account numbers, personal data, and financial and transaction information (collectively, “Customer Information”).

B. Information Security. Consistent with the Firm’s ethical obligations governing the confidentiality of information provided by a client to its legal counsel (“Ethical Obligations”), the Firm shall implement appropriate measures, including the establishment and maintenance of policies, procedures, and technical, physical, and administrative safeguards, designed to ensure the security and confidentiality of the Member’s Customer Information, protect against reasonably foreseeable threats or hazards to the security or integrity of such information, and protect against unauthorized access to or use of such information. This will include appropriate measures for the safe disposal of any Customer Information. The Firm shall notify the affected Member promptly upon its discovery of any unauthorized loss, disclosure, or use of that Member’s Customer Information.

C. Remedies. Notwithstanding the foregoing: (a) in the event of a breach of this Section VII., the maximum liability of the Firm to any Member shall be an amount equal to the fees as determined under Section VI. of this Agreement actually paid by the Member during the month in which the breach occurred; (b) in no event shall the Firm be liable for any consequential, indirect, special, exemplary or punitive damages for a breach of this Section VII., unless prior to delivering the Customer Information to the Firm that subsequently becomes the subject of such a breach the Member specifically advises the Firm in writing of the possibility of such damages, and the Firm expressly acknowledges that possibility in writing prior to receiving the Customer Information; and (c) the Firm’s Ethical Obligations are neither increased nor diminished by this Section VII.

VIII. MISCELLANEOUS

A. Modification. The Firm may modify the terms or conditions of this Agreement, including making changes to the Firm’s schedule of hourly Fees and Costs, or add entirely new terms or conditions, upon 30 days’ prior written notice to each Member of the Group as shown on the Firm’s records at the time such notice is provided. A Member may indicate non-assent to such a modification only by notifying the Firm of the Member’s withdrawal from the Group in writing before the end of the 30-day notice period.

B. Prior Agreements. This Agreement, as it may be supplemented from time to time by Specific Project Agreements, constitutes the sole and exclusive agreement between the parties. It may be amended only in a writing. The failure of either party to enforce any rights granted to that party under this Agreement will not constitute a waiver of such rights, or bar their future enforcement. This Agreement supersedes all previous agreements between the parties, whether written or oral, including prior versions of the BCG Client Agreement.

C. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and complete, and all of which shall be deemed one and the same document.

17541.3 9

*** MEMBER ACKNOWLEDGES THAT IT HAS BEEN INFORMED OF ITS RIGHT TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL AS TO THE TERMS AND CONDITIONS OF

THIS AGREEMENT. MEMBER’S SIGNATURE BELOW INDICATES THAT MEMBER HAS EITHER SOUGHT SUCH ADVICE OR HAS DECLINED TO DO SO. ***

AGREED AND ACCEPTED:

[Print Member’s Name]

By:

Its:

Date:

ALDRICH BONNEFIN & MOORE, PLC

By:

Its: Executive Vice President and Vice Chair

Date:

Compliance Companion® 20 ELECTRONIC BCG Standard Procedures Manuals

The Compliance Companion®, a

compilation of California’s leading banking

compliance manuals, is now available on the web.

This digital compliance manual library is one click

away. Go to

www.bankerscompliancegroup.com

and be directed, with the assistance of your

financial institution’s unique password, straight to

the 20 manual library. It is truly an easy access,

easy to use, library on the web.

If you need further information

do not hesitate to call Monique Billingsley

at (888) 599-1193.

Annual Subscription Price: (Includes 5 concurrent licenses)

$1,650 BCG Members

$2,950 Non-BCG Members

Additional 5 user license available at discounted price.

Yes! I want to keep my organization compliant with the latest laws and regulations. SIGN ME UP TODAY!

Name: ______________________________

Title: ________________________________

Financial

Institution ____________________________

Address:_____________________________

City: ________________________________

State: ______ Zip: ___________

Phone: _______________________________

Fax:_________________________________

E-mail: ______________________________

Quantity: __________

Compliance Companion® Payment enclosed (Non-BCG members must enclose

payment with order form). Please make checks payable to Aldrich Bonnefin & Moore, PLC

Bill Me Later (BCG Members Only) Please complete and return order form to:

bankers’ compliance group, inc. 18500 Von Karman Avenue, Suite 300

Irvine, CA 92612

SPM 1 Consumer Lending Compliance SPM 2 New Accounts Documentation & Truth in Savings/Reg DD SPM 3 Commercial Loan Documentation SPM 4 Legal Processes SPM 5 Electronic Banking SPM 6 Equal Credit Opportunity Act & Regulation B/Fair Credit Reporting Act SPM 7 Negotiable Instruments SPM 8 Real Estate Lending Compliance SPM 9 General Banking Operations and Bank Secrecy Act SPM 10 Compliance Management

SPM 11 Construction Lending & Documentation SPM 12 Loan Workouts & Collections SPM 13 Letters of Credit SPM 14 Loan Participations SPM 15 Community Reinvestment Act SPM 16 Employment Law SPM 17 Directors & Management SPM 18 Truth in Lending Act & Regulation Z SPM 19 Commercial Real Estate Lending SPM 20 Financial Privacy

Take Advantage of our Recently Released CoursesReverse Mortgages

Subprime and Predatory Lending

Customer and Enhanced Due Diligence

Wire Transfers

Trade Finance

Non-Resident Alien

Bank Bribery Act

Federal Election Campaign Act

Foreign Corrupt Practices Act

Customer Information Security Awareness

Red Flags of Identity Theft

Red Flags of Identity Theft - Credit Unions

Fact Act Overview - Credit Unions

Fair Credit Reporting Act (FCRA) - Credit Unions

Opening A Member Account - Credit Unions

Pretext Calling And Identity Theft - Credit Unions

Intro to Management Basics

Time Management

Business Writing

How to Lead and Participate Effectively in Meetings

Coaching and Feedback

Leading People Through Change

Handling Conflict

Sharpening Your Interviewing Skills

Managing Multiple Generations at Work

Defamation for Managers

Discrimination for Managers

Documentation for Managers

Employees with Disabilities for Managers

Diversity and Inclusion Blended Training

Automated Clearing House (ACH)

Sweep Accounts

National Bank Trust Activities

BSA/AML for Trusts

Bank Broker/Dealer Reg R

Private Banking

Computers 101

The Training Professional

Continuous Online TrainingNow all levels of financialinstitution employees can take advantage of exceptional high quality interactive and engagingcourses with the most up-to-date training available.

Features• Pricing structure based on asset size

• Unlimited seating

• Management Administration and Reporting System (MARS) a useful tool for supervisors to manage employees progress

• Effective immediately, an exciting new look and format, enhanced content and additional functionality

• Progress is graphically depicted within section and throughout the course

• A new interface improves course access and navigation–organized by section and subsection to navigate easily

• A printable certificate confirms and rewards course completion

• Updated course content

For user passwords, specific courses,more information or pricing, go to www.bankerscompliancegroup.comand select Online Training or

Call Monique Billingsley(800) 742-3600

powered by

Your MembershipAutomatically Includes

Bank Secrecy Act

Expedited Funds Availability Act(EFAA-Reg CC)

Fair Lending Overview (HMDA, CRA, FHA, ECOA, FCRA)

MARS EnhancementsInclude

Archiving

Bulk Email

Data Synchronization

Exception Reporting

Reporting by Hire Date

New Levels of Manager Reporting (Some features

must be purchased separately)

Reporting by Region and Job Title Group

BankersEdge Introduces MARSEnhanced Reporting!

With more flexibility, fresher moreprofessional looking reports withcustomized report settings and includingfour additional reports!