Common use of COMPLIANCE COMMITTEE Clause in Contracts

COMPLIANCE COMMITTEE. (1) Within ten (10) days, the Board shall appoint a Compliance Committee of at least three (3) directors, of which no more than one (1) shall be an employee or controlling shareholder of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. The Compliance Committee shall be responsible for monitoring and coordinating the Bank's adherence to the provisions of this Agreement. (2) The Compliance Committee shall meet at least quarterly. (3) Beginning on June 1, 2010, and every three months thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward a copy of the Compliance Committee's report, with any additional comments by the Board, to the Assistant Deputy Comptroller within ten (10) days of receiving such report. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded to: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South Field ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten five (105) daysdays of this Agreement, the Board shall appoint a Compliance Committee consisting of at least three five (35) directors, the majority of which no more than one (1) shall not be an employee employees or controlling shareholder shareholders of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. . (2) The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee Agreement and shall meet at least quarterlymonthly. (3) Beginning on June 1By no later than December 31, 20102014, and by the end of every three months calendar month thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward provide a copy summary report of the Compliance Committee's report, progress reached in attaining compliance with any additional comments by the Board, each Article of this Agreement to the Assistant Deputy Comptroller within ten fifteen (1015) days of receiving such reportthe end of each calendar quarter (e.g., January 15th, April 15th, July 15th, and October 15th), beginning with the fourth quarter of 2014. (5) All reports reports, plans or plans programs which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toforwarded, by overnight mail or via email, to the following: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South Los Angeles Field ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇.▇▇▇▇▇.▇▇▇ (6) The Board shall ensure that the Bank has the processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures procedures, and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten five (105) daysdays of this Agreement, the Board shall appoint a Compliance Committee of at least four (4) directors of which at least three (3) directors, of which no more than one (1) shall must not be an employee or controlling shareholder of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. . (2) The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee Agreement and shall meet at least quarterlymonthly. (3) Beginning on June 1By no later than December 31, 20102009, and by the end of every three months calendar month thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward provide a copy summary report of the Compliance Committee's report, progress reached in attaining compliance with any additional comments by the Board, each Article of this Agreement to the Assistant Deputy Comptroller within ten fifteen (1015) days of receiving such reportthe end of each calendar quarter. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toto the: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South San Francisco Field ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten (10) days, the Board shall appoint a Compliance Committee of at least three (3) directors, of which no more than one (1) shall be an employee or controlling shareholder of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. The Compliance Committee shall be responsible for monitoring and coordinating the Bank's adherence to the provisions of this Agreement. (2) The Compliance Committee shall meet at least quarterly. (3) Beginning on June 1December 31, 2010, and every three months quarterly thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action actions needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward a copy of the Compliance Committee's report, with any additional comments by the Board, to the Assistant Deputy Comptroller within ten (10) days of receiving such report. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded to: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South Field ▇▇Office ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten five (105) daysdays of this Agreement, the Board shall appoint a Compliance Committee of at least three four (34) directorsmembers and, of which no more than one (1) shall be an employee or controlling shareholder of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. . (2) The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee Agreement and shall meet at least quarterlymonthly. (3) Beginning on By no later than June 130, 2010, and by the end of every three months calendar month thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward provide a copy summary report of the Compliance Committee's report, progress reached in attaining compliance with any additional comments by the Board, each Article of this Agreement to the Assistant Deputy Comptroller within ten twenty-five (1025) days of receiving such reportthe end of each calendar quarter. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toto the: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City Southern California – South Field ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten five (105) daysdays of this Agreement, the Board shall appoint a Compliance Committee consisting of at least three (3) directors, the majority of which no more than one (1) shall not be an employee employees or controlling shareholder shareholders of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. . (2) The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee Agreement and shall meet at least quarterlymonthly. (3) Beginning on June 1By no later than December 31, 20102014, and by the end of every three months calendar month thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward provide a copy summary report of the Compliance Committee's report, progress reached in attaining compliance with any additional comments by the Board, each Article of this Agreement to the Assistant Deputy Comptroller within ten thirty (1030) days of receiving such reportthe end of each calendar quarter (e.g., January 30th, April 30th, July 30th, and October 30th), beginning with the fourth quarter of 2014. (5) All reports reports, plans or plans programs which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toforwarded, by overnight mail or via email, to the following: Assistant Deputy Comptroller Los Angeles Field ▇▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ Assistant Deputy Comptroller Kansas City South Field ▇, ▇▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ .▇▇▇▇▇@▇, ▇▇.▇▇▇▇▇▇▇▇ ▇▇.▇▇▇ (6) The Board shall ensure that the Bank has the processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures procedures, and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten (10) daysdays of this Agreement, the Board shall appoint a Compliance Committee of at least three (3) directorsmembers and, of which no more than one at least two (12) shall not be an employee or controlling shareholder employees of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. . (2) The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee Agreement and shall meet at least quarterlymonthly. (3) Beginning on June 1By no later than November 30, 20102009, and by the end of every three months calendar month thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward provide a copy summary report of the Compliance Committee's report, progress reached in attaining compliance with any additional comments by the Board, each Article of this Agreement to the Assistant Deputy Comptroller within ten fifteen (1015) days of receiving such reportthe end of each calendar quarter. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toto the: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South Field ▇▇▇▇▇▇ Office ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten thirty (1030) daysdays of this Agreement, the Board shall appoint a Compliance Committee of at least three (3) directors, directors of which no more than one at least two (12) shall must not be an employee or controlling shareholder of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. . (2) The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee Agreement and shall meet at least quarterlymonthly. (3) Beginning on June 1By no later than December 31, 20102009, and by the end of every three months calendar month thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward provide a copy summary report of the Compliance Committee's report, progress reached in attaining compliance with any additional comments by the Board, each Article of this Agreement to the Assistant Deputy Comptroller within ten ten (10) days of receiving such reporteach calendar quarter end. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toto the: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South Omaha Field ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten (10) daysdays of this Agreement, the Board shall appoint a Compliance Committee of at least three (3) directors, of which no more than one (1) shall be an employee or controlling shareholder of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee shall meet at least quarterlymonthly. (3) Beginning on June 1, 2010, and Within ten (10) days of the end of every three months thereaftercalendar quarter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a A description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions Actions taken to comply with each Article of this Agreement; and (c) the The results and status of those actions. (4) The Board shall forward a copy of the Compliance Committee's ’s report, with any additional comments by the Board, to the Assistant Deputy Comptroller within ten thirty (1030) days of receiving such report. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toto the: ▇▇Assistant Deputy Comptroller San Francisco Field Office ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South Field ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇San Francisco, California 94111 (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures procedures, and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten (10) daysdays of this Agreement, the Board shall appoint a Compliance Committee of at least three (3) directors, none of which no more than one (1) whom shall be an employee or controlling shareholder of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee shall meet at least quarterlymonthly. (3) Beginning on June 1, 2010, and Within ten (10) days of the end of every three months thereaftercalendar quarter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a A description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions Actions taken to comply with each Article of this Agreement; and (c) the The results and status of those actions. (4) The Board shall forward a copy of the Compliance Committee's ’s report, with any additional comments by the Board, to the Assistant Deputy Comptroller within ten thirty (1030) days of receiving such report. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toto the: ▇Assistant Deputy Comptroller Southern California – South Field Office ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South Field ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ , ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures procedures, and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten five (105) daysdays of this Agreement, the Board shall appoint a Compliance Committee of at least three (3) directors, directors of which no more than one at least two (12) shall not be an employee or controlling shareholder employees of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. . (2) The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee Agreement and shall meet at least quarterlymonthly. (3) Beginning on June 1By no later than March 31, 2010, and by the end of every three months calendar quarter thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward provide a copy summary report of the Compliance Committee's report, progress reached in attaining compliance with any additional comments by the Board, each Article of this Agreement to the Assistant Deputy Comptroller within ten (10) days of receiving such reportthe end of each calendar quarter. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toto the: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South Denver Field ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten five (105) daysdays of this Agreement, the Board shall appoint a Compliance Committee of at least three (3) directors, directors of which no more than one at least two (12) shall must not be an employee or controlling shareholder of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. . (2) The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee Agreement and shall meet at least quarterlymonthly. (3) Beginning on June 1By no later than April 30, 20102009, and by the end of every three months calendar month thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward provide a copy summary report of the Compliance Committee's report, progress reached in attaining compliance with any additional comments by the Board, each Article of this Agreement to the Assistant Deputy Comptroller within ten fifteen (1015) days of receiving such reportthe end of each calendar quarter. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toto the: ▇▇Assistant Deputy Comptroller Southern California North Field Office ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South Field ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ Glendale, California 91203 (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures and programs required by this Agreement. (1) The Board shall immediately correct the violation of 12 U.S.C. § 71a and take the necessary steps to ensure that in the future, the Bank operates in compliance with this statute. (2) The Board’s compliance with Paragraph (1) of this Article shall include immediate action to add two independent external directors for an eventual total directorate of at least six. For purposes of this Paragraph, the term “independent external” means that the director may not be an employee of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371c(b)(1)), or a family member of any such person. (3) Prior to appointing any new director, the Bank must provide the Assistant Deputy Comptroller with written notice as required by 12 C.F.R. § 5.51 (notice forms and instructions in the “Changes in Directors and Senior Executive Officers” and “Background Investigations” booklets of the Comptroller’s Licensing Manual). (4) The Assistant Deputy Comptroller shall have the power to disapprove the appointment of the proposed new director. However, the lack of disapproval of such individual shall not constitute an approval or endorsement of the proposed director. (5) If the Board is unable to identify any qualified director candidates within thirty (30) days, the Board shall document its efforts to locate such candidates, and notify the Assistant Deputy Comptroller in writing. Thereafter, the Board shall provide monthly reports to the Assistant Deputy Comptroller summarizing its continuing efforts to locate such candidates.

COMPLIANCE COMMITTEE. (1) Within ten (10) daysdays of this Agreement, the Board shall appoint a Compliance Committee of at least three (3) directors, of which no more than one (1) shall be an employee or controlling shareholder of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee shall meet at least quarterlymonthly. (3) Beginning on June 1, 2010, and Within ten (10) days of the end of every three months thereaftercalendar quarter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward a copy of the Compliance Committee's ’s report, with any additional comments by the Board, to the Assistant Deputy Comptroller within ten (10) days of receiving such report. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toto the: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South Wichita Field ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures procedures, and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten five (105) daysdays of this Agreement, the Board shall appoint a Compliance Committee of at least three four (34) directorsmembers and, of which no more than one (1) shall be an employee or controlling shareholder of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. . (2) The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee Agreement and shall meet at least quarterlymonthly. (3) Beginning on June 1By no later than July 31, 20102012, and by the end of every three months calendar month thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action action(s) needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward provide a copy summary report of the Compliance Committee's report, progress reached in attaining compliance with any additional comments by the Board, each Article of this Agreement to the Assistant Deputy Comptroller within ten fifteen (1015) days of receiving such reportthe end of each calendar quarter, beginning with the third quarter of 2012. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toto the: ▇Assistant Deputy Comptroller San Diego Field Office ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South Field ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ , ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of, adherence to, and the effectiveness of and adherence to the policies, procedures and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten five (105) daysdays of this Agreement, the Board shall appoint a Compliance Committee of at least three (3) directors, directors of which no more than at least one (1) shall must not be an employee or controlling shareholder of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. . (2) The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee Agreement and shall meet at least quarterlymonthly. (3) Beginning on June 1By no later than February 28, 2010, and by the end of every three months calendar month thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward provide a copy summary report of the Compliance Committee's report, progress reached in attaining compliance with any additional comments by the Board, each Article of this Agreement to the Assistant Deputy Comptroller within ten fifteen (1015) days of receiving such reportthe end of each calendar quarter. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toto the: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City Southern California – South Field ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten thirty (1030) daysdays of the date of this Agreement, the Board shall appoint a Compliance Committee of at least three (3) directors, of which no more than one (1) shall be an employee or controlling shareholder of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, The Board shall remain responsible for the names Bank’s adherence to the provisions of the members of the Compliance Committee and, in this Agreement. In the event of a change of in the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. Comptroller (“ADC”). (2) The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee Agreement and shall meet at least quarterly. monthly. By no later than the end of every calendar quarter plus one month (3) Beginning on June 1i.e., 2010April 30th, July 31st, October 31st, and every three months thereafterJanuary 31st), the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (43) The Board shall forward provide a copy summary report of the Compliance Committee's report, progress reached in attaining compliance with any additional comments by the Board, each Article of this Agreement to the Assistant Deputy Comptroller ADC within ten thirty (1030) days of receiving such reportthe end of each calendar quarter. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded to: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South Field ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (64) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten five (105) daysdays of this Agreement, the Board shall appoint a Compliance Committee consisting of at least three four (34) directors, the majority of which no more than one (1) shall not be an employee employees or controlling shareholder shareholders of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. . (2) The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee Agreement and shall meet at least quarterlymonthly. (3) Beginning on June 1By no later than December 31, 20102014, and by the end of every three months calendar month thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward provide a copy summary report of the Compliance Committee's report, progress reached in attaining compliance with any additional comments by the Board, each Article of this Agreement to the Assistant Deputy Comptroller within ten fifteen (1015) days of receiving such reportthe end of each calendar quarter (e.g., January 15th, April 15th, July 15th, and October 15th), beginning with the first quarter of 2015. (5) All reports reports, plans or plans programs which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toforwarded, by overnight mail or via email, to the following: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South Denver Field ▇▇▇▇▇▇ ▇▇▇▇ Office ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇▇▇.▇▇▇ (6) The Board shall ensure that the Bank has the processes, personnel, and control systems to ensure implementation of of, and adherence to to, the policies, procedures procedures, and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten five (105) daysdays of this Agreement, the Board shall appoint a Compliance Committee of at least three (3) directors, of which no more than one (1) shall be an employee or controlling shareholder employees of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. . (2) The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee Agreement and shall meet at least quarterlymonthly. (3) Beginning on June 1By no later than September 30, 20102011, and by the end of every three months calendar month thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward provide a copy summary report of the Compliance Committee's report, progress reached in attaining compliance with any additional comments by the Board, each Article of this Agreement to the Assistant Deputy Comptroller within ten thirty (1030) days of receiving such reportthe end of each calendar quarter. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toto the: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South Omaha Field ▇Office ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures procedures, and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten fifteen (1015) days, the Board shall appoint a Compliance Committee of at least three five (35) directors, of which no more than one (1) shall be an employee or controlling shareholder of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. The Compliance Committee shall be responsible for monitoring and coordinating the Bank's adherence to the provisions of this Agreement. (2) The Compliance Committee shall meet at least quarterlymonthly. (3) Beginning on June 1, 2010, Within thirty (30) days and every three months thirty (30) days thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward a copy of the Compliance Committee's report, with any additional comments by the Board, to the Assistant Deputy Comptroller within ten (10) days of receiving such report. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller OCC pursuant to this Agreement shall be forwarded forwarded, by overnight mail or via email, to: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South Carolinas Field ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇Suite 700 Charlotte, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇NC 28281 (6) The Board shall ensure that the Bank has sufficient processes, personnel, and control systems to ensure implementation effectively implement and adhere to all provisions of this Agreement, and adherence that Bank personnel have sufficient training and authority to the policies, procedures execute their duties and programs required by responsibilities under this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten (10) daysdays of this Agreement, the Board shall appoint a Compliance Committee of at least three (3) directors, none of which no more than one (1) whom shall be an employee or controlling shareholder of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee shall meet at least quarterlymonthly. (3) Beginning on June 1, 2010, and Within ten (10) days of the end of every three months thereaftercalendar quarter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a A description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions Actions taken to comply with each Article of this Agreement; and (c) the The results and status of those actions. (4) The Board shall forward a copy of the Compliance Committee's ’s report, with any additional comments by the Board, to the Assistant Deputy Comptroller within ten thirty (1030) days of receiving such report. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toto the: ▇▇Assistant Deputy Comptroller Southern California – South Field Office 1▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South Field ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ , ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures procedures, and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten five (105) days, the Board shall appoint a Compliance Committee of at least three (3) directorsmembers, of which no more than one (1) shall be an employee or controlling shareholder employees of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. . (2) The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee Agreement and shall meet at least quarterlymonthly. (3) Beginning on June 1January 30, 2010, and within thirty (30) days of the end of every three months calendar quarter thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward provide a copy summary report of the Compliance Committee's report, progress reached in attaining compliance with any additional comments by the Board, each Article of this Agreement to the Assistant Deputy Comptroller within ten thirty (1030) days of receiving such reportthe end of each calendar quarter. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇ . Assistant Deputy Comptroller Kansas City South North Field ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten five (105) daysdays of the date of this Agreement, the Board shall appoint a Compliance Committee of at least three (3) directorsmembers and, of which no more than one two (12) shall be an employee or controlling shareholder employees of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. . (2) The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee Agreement and shall meet at least quarterlymonthly. (3) Beginning on June 1By no later than November 30, 20102009, and by the end of every three months calendar month thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward provide a copy summary report of the Compliance Committee's report, progress reached in attaining compliance with any additional comments by the Board, each Article of this Agreement to the Assistant Deputy Comptroller within ten fifteen (1015) days of receiving such reportthe end of each calendar quarter. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toto the: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South Denver Field ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten five (105) daysdays of January 27, 2010, the Board shall appoint a Compliance Committee of at least four (4) directors of which at least three (3) directors, of which no more than one (1) shall must not be an employee or controlling shareholder of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. . (2) The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee Agreement and shall meet at least quarterlymonthly. (3) Beginning on June 1By no later than February 28, 2010, and by the end of every three months calendar month thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward provide a copy summary report of the Compliance Committee's report, progress reached in attaining compliance with any additional comments by the Board, each Article of this Agreement to the Assistant Deputy Comptroller within ten thirty (1030) days of receiving such reportthe end of each calendar quarter. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toto the: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City Southern California South Field ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten five (105) daysdays of this Agreement, the Board shall appoint a Compliance Committee of at least three (3) directors, directors of which no more than one at least two (12) shall must not be an employee or controlling shareholder of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. . (2) The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee Agreement and shall meet at least quarterlymonthly. (3) Beginning on June 1By no later than September 30, 20102009, and by the end of every three months calendar month thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward provide a copy summary report of the Compliance Committee's report, progress reached in attaining compliance with any additional comments by the Board, each Article of this Agreement to the Assistant Deputy Comptroller within ten fifteen (1015) days of receiving such reportthe end of each calendar quarter. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toto the: ▇▇Assistant Deputy Comptroller Southern California North Field Office ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South Field ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten five (105) daysdays of this Agreement, the Board shall appoint a Compliance Committee of at least three (3) directors, of which no more than one (1) shall be an employee or controlling shareholder employees of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. . (2) The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee Agreement and shall meet at least quarterlymonthly. (3) Beginning on June 1By no later than December 31, 2010, and by the end of every three months calendar month thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward provide a copy summary report of the Compliance Committee's report, progress reached in attaining compliance with any additional comments by the Board, each Article of this Agreement to the Assistant Deputy Comptroller within ten thirty (1030) days of receiving such reportthe end of each calendar quarter. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toto the: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South Denver Field ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten (10) days, the Board shall appoint a Compliance Committee of at least three (3) directors, of which no more than one (1) shall be an employee or controlling shareholder of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. The Compliance Committee shall be responsible for monitoring and coordinating the Bank's adherence to the provisions of this Agreement. (2) The Compliance Committee shall meet at least quarterly. (3) Beginning on June 1February 28, 2010, and every three months thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward a copy of the Compliance Committee's report, with any additional comments by the Board, to the Assistant Deputy Comptroller within ten (10) days of receiving such report. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. Assistant Deputy Comptroller Kansas City--North Field Office ▇▇▇▇ Assistant Deputy Comptroller Kansas City South Field ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures and programs required by this Agreement.

COMPLIANCE COMMITTEE. (1) Within ten (10) daysdays of this Agreement, the Board shall appoint a Compliance Committee of at least three (3) directors, a majority of which no more than one (1) shall may not be an employee employees or controlling shareholder shareholders of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371(c)(b)(1371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. . (2) The Compliance Committee shall be responsible for monitoring and coordinating the Bank's ’s adherence to the provisions of this Agreement. (2) The Compliance Committee Agreement and shall meet at least quarterlymonthly. (3) Beginning on By no later than June 130, 2010, and by the end of every three months calendar quarter thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward provide a copy summary report of the Compliance Committee's report, progress reached in attaining compliance with any additional comments by the Board, each Article of this Agreement to the Assistant Deputy Comptroller within ten fifteen (1015) days of receiving such reporteach calendar quarter end. (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded toto the: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Deputy Comptroller Kansas City South Wichita Field ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (6) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the policies, procedures and programs required by this Agreement.