Common use of FORM OF WAIVER Clause in Contracts

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNION] (together with its subsidiaries and affiliates, the “Credit Union”) in the United States Department of the Treasury’s (“Treasury”) Community Development Capital Initiative and/or any other economic stabilization program implemented by Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of EESA, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, and the applicable requirements of the Securities Purchase Agreement by and between the Credit Union and Treasury dated as of [ ], 2010, as amended (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (or any of its departments or agencies) or the Credit Union or any of its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union or similar governing body (the “Committee”) reasonably determines that any compensatory payment or benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit Union, I shall repay such Excess Payment to the Credit Union within 15 business days. In addition, I agree that the Credit Union shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union to be in compliance with Section 111 of EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the my employer’s participation of [NAME OF CREDIT UNION] (together with its subsidiaries and affiliates, the “Credit Union”) in the United States Department of the Treasury’s (“Treasury”) Community Development TARP Capital Initiative and/or any other economic stabilization program implemented by Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Purchase Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union any state or territory thereof or my employer or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required in order to comply with the executive compensation and corporate governance requirements of Section 111 of EESA, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, and the applicable requirements Emergency Economic Stabilization Act of the Securities Purchase Agreement by and between the Credit Union and Treasury dated as of [ ], 20102008, as amended (such requirements“EESA”), and rules, regulations, guidance or other requirements issued thereunder (collectively, the “LimitationsEESA Restrictions”). I acknowledge that the Limitations EESA Restrictions may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union my employer acquired through a the TARP Capital Purchase Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. I further acknowledge and agree that if my employer notifies me in writing that I have received payments in violation of the EESA Restrictions, I shall repay the aggregate amount of such payments to my employer no later than fifteen business days following my receipt of such notice. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, EESA Restrictions (including without limitation a limitation, any claim for any compensation or other payments or benefits I would otherwise receivereceive absent the EESA Restrictions, any challenge to the process by which the Limitations are or EESA Restrictions were adopted and any tort or constitutional claim about the effect of the Limitations foregoing on my employment relationship relationship) and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, my employer or any of its departments or agencies) or the Credit Union or any of its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union or similar governing body (the “Committee”) reasonably determines that any compensatory payment or benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit Union, I shall repay such Excess Payment to the Credit Union within 15 business days. In addition, I agree that the Credit Union shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union to be in compliance with Section 111 of EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINIONB

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the my employer’s participation of [NAME OF CREDIT UNION] (together with its subsidiaries and affiliates, the “Credit Union”) in the United States Department of the Treasury’s (“Treasury”) Community Development TARP Capital Initiative and/or any other economic stabilization program implemented by Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Purchase Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union any state or territory thereof or my employer or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required in order to comply with the executive compensation and corporate governance requirements of Section 111 of EESA, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, and the applicable requirements Emergency Economic Stabilization Act of the Securities Purchase Agreement by and between the Credit Union and Treasury dated as of [ ], 20102008, as amended (such requirements“EESA”), and rules, regulations, guidance or other requirements issued thereunder (collectively, the “LimitationsEESA Restrictions”). I acknowledge that the Limitations EESA Restrictions may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union my employer acquired through a the TARP Capital Purchase Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. I further acknowledge and agree that if my employer notifies me in writing that I have received payments in violation of the EESA Restrictions, I shall repay the aggregate amount of such payments to my employer no later than fifteen business days following my receipt of such notice. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, EESA Restrictions (including without limitation a limitation, any claim for any compensation or other payments or benefits I would otherwise receivereceive absent the EESA Restrictions, any challenge to the process by which the Limitations are or EESA Restrictions were adopted and any tort or constitutional claim about the effect of the Limitations foregoing on my employment relationship relationship) and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, my employer or any of its departments or agencies) or the Credit Union or any of its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union or similar governing body (the “Committee”) reasonably determines that any compensatory payment or benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit Union, I shall repay such Excess Payment to the Credit Union within 15 business days. In addition, I agree that the Credit Union shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union to be in compliance with Section 111 of EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D B FORM OF OPINION

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNIONCOMPANY] (together with its subsidiaries and affiliates, the “Credit UnionCompany”) in the United States Department of the Treasury’s (“Treasury”) Community Development Capital Initiative and/or any other economic stabilization program implemented by Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of EESA, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, and the applicable requirements of the Securities Purchase Agreement by and between the Credit Union Company and Treasury dated as of [ ], 2010, as amended (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union Company or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (or any of its departments or agencies) or the Credit Union Company or any of its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “Committee”) reasonably determines that any compensatory payment or benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the my employer’s participation of [NAME OF CREDIT UNION] (together with its subsidiaries and affiliates, the “Credit Union”) in the United States Department of the Treasury’s (“Treasury”) Community Development TARP Capital Initiative and/or any other economic stabilization program implemented by Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Purchase Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union any state or territory thereof or my employer or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required in order to comply with the executive compensation and corporate governance requirements of Section 111 of EESA, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, and the applicable requirements Emergency Economic Stabilization Act of the Securities Purchase Agreement by and between the Credit Union and Treasury dated as of [ ], 20102008, as amended (such requirements“EESA”), and rules, regulations, guidance or other requirements issued thereunder (collectively, the “LimitationsEESA Restrictions”). I acknowledge that the Limitations EESA Restrictions may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union my employer acquired through a the TARP Capital Purchase Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. I further acknowledge and agree that if my employer notifies me in writing that I have received payments in violation of the EESA Restrictions, I shall repay the aggregate amount of such payments to my employer no later than fifteen business days following my receipt of such notice. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, EESA Restrictions (including without limitation a limitation, any claim for any compensation or other payments or benefits I would otherwise receivereceive absent the EESA Restrictions, any challenge to the process by which the Limitations are or EESA Restrictions were adopted and any tort or constitutional claim about the effect of the Limitations foregoing on my employment relationship relationship) and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, my employer or any of its departments or agencies) or the Credit Union or any of its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union or similar governing body (the “Committee”) reasonably determines that any compensatory payment or benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit Union, I shall repay such Excess Payment to the Credit Union within 15 business days. In addition, I agree that the Credit Union shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union to be in compliance with Section 111 of EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: 60521617_2 ANNEX D FORM OF OPINION

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the my employer’s participation of [NAME OF CREDIT UNION] (together with its subsidiaries and affiliates, the “Credit Union”) in the United States Department of the Treasury’s (“Treasury”) Community Development TARP Capital Initiative and/or any other economic stabilization program implemented by Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Purchase Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union any state or territory thereof or my employer or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required in order to comply with the executive compensation and corporate governance requirements of Section 111 of EESA, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, and the applicable requirements Emergency Economic Stabilization Act of the Securities Purchase Agreement by and between the Credit Union and Treasury dated as of [ ], 20102008, as amended (such requirements“EESA”), and rules, regulations, guidance or other requirements issued thereunder (collectively, the “LimitationsEESA Restrictions”). I acknowledge that the Limitations EESA Restrictions may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union my employer acquired through a the TARP Capital Purchase Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. I further acknowledge and agree that if my employer notifies me in writing that I have received payments in violation of the EESA Restrictions, I shall repay the aggregate amount of such payments to my employer no later than fifteen business days following my receipt of such notice. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, EESA Restrictions (including without limitation a limitation, any claim for any compensation or other payments or benefits I would otherwise receivereceive absent the EESA Restrictions, any challenge to the process by which the Limitations are or EESA Restrictions were adopted and any tort or constitutional claim about the effect of the Limitations foregoing on my employment relationship relationship) and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, my employer or any of its departments or agencies) or the Credit Union or any of its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union or similar governing body (the “Committee”) reasonably determines that any compensatory payment or benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit Union, I shall repay such Excess Payment to the Credit Union within 15 business days. In addition, I agree that the Credit Union shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union to be in compliance with Section 111 of EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINIONC

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNION] MONARCH COMMUNITY BANCORP, INC. (together with its subsidiaries and affiliates, the “Credit UnionCompany”) ), which is either my employer or the sole shareholder of my employer, in the United States Department of the Treasury’s (the “Treasury”) Community Development Capital Initiative Purchase Program and/or any other economic stabilization program implemented by the Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented supplemented, or otherwise modified, the “EESA”) (any such initiative or program, including the Community Development Capital InitiativePurchase Program, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or my employer, or any of its their respective directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of the EESA, as implemented by any guidance or regulations issued and/or to be issued thereunder, including without limitation the provisions for the Capital Purchase Program, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, the EESA and the applicable requirements of the Securities Purchase Agreement Exchange Agreement, dated as of , 2013, by and between the Credit Union Company and the Treasury dated as of [ ], 2010, as amended (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union Company or my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the these Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, the Company, my employer or any of its departments or agencies) or the Credit Union or any of its their respective directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “Committee”) reasonably determines that any compensatory payment or and benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of the EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION.

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the my employer’s participation of [NAME OF CREDIT UNION] (together with its subsidiaries and affiliates, the “Credit Union”) in the United States Department of the Treasury’s (“Treasury”) Community Development TARP Capital Initiative and/or any other economic stabilization program implemented by Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Purchase Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union any state or territory thereof or my employer or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required in order to comply with the executive compensation and corporate governance requirements of Section 111 of EESA, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, and the applicable requirements Emergency Economic Stabilization Act of the Securities Purchase Agreement by and between the Credit Union and Treasury dated as of [ ], 20102008, as amended (such requirements“EESA”), and rules, regulations, guidance or other requirements issued thereunder (collectively, the “LimitationsEESA Restrictions”). I acknowledge that the Limitations EESA Restrictions may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union my employer acquired through a the TARP Capital Purchase Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. I further acknowledge and agree that if my employer notifies me in writing that I have received payments in violation of the EESA Restrictions, I shall repay the aggregate amount of such payments to my employer no later than fifteen business days following my receipt of such notice. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, EESA Restrictions (including without limitation a limitation, any claim for any compensation or other payments or benefits I would otherwise receivereceive absent the EESA Restrictions, any challenge to the process by which the Limitations are or EESA Restrictions were adopted and any tort or constitutional claim about the effect of the Limitations foregoing on my employment relationship relationship) and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, my employer or any of its departments or agencies) or the Credit Union or any of its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union or similar governing body (the “Committee”) reasonably determines that any compensatory payment or benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit Union, I shall repay such Excess Payment to the Credit Union within 15 business days. In addition, I agree that the Credit Union shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union to be in compliance with Section 111 of EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: 504278 ANNEX D FORM OF OPINION

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNION] FIRST SECURITY GROUP, INC. (together with its subsidiaries and affiliates, the “Credit UnionCompany”) ), which is either my employer or the sole shareholder of my employer, in the United States Department of the Treasury’s (the “Treasury”) Community Development Capital Initiative Purchase Program and/or any other economic stabilization program implemented by the Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented supplemented, or otherwise modified, the “EESA”) (any such initiative or program, including the Community Development Capital InitiativePurchase Program, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or my employer, or any of its their respective directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of the EESA, as implemented by any guidance or regulations issued and/or to be issued thereunder, including without limitation the provisions for the Capital Purchase Program, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, the EESA and the applicable requirements of the Securities Purchase Agreement Exchange Agreement, dated as of February 25, 2013, by and between the Credit Union Company and the Treasury dated as of [ ], 2010, as amended (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union Company or my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the these Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, the Company, my employer or any of its departments or agencies) or the Credit Union or any of its their respective directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “Committee”) reasonably determines that any compensatory payment or and benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of the EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION.

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNION] FNB UNITED CORP. (together with its subsidiaries and affiliates, the “Credit UnionCompany”) ), which is either my employer or the sole shareholder of my employer, in the United States Department of the Treasury’s (the “Treasury”) Community Development Capital Initiative Purchase Program and/or any other economic stabilization program implemented by the Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented supplemented, or otherwise modified, the “EESA”) (any such initiative or program, including the Community Development Capital InitiativePurchase Program, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or my employer, or any of its their respective directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of the EESA, as implemented by any guidance or regulations issued and/or to be issued thereunder, including without limitation the provisions for the Capital Purchase Program, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, the EESA and the applicable requirements of the Securities Purchase Exchange Agreement by and between among the Credit Union Company and the Treasury dated as of [ ]August , 2010, as amended 2011 (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union Company or my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the these Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, the Company, my employer or any of its departments or agencies) or the Credit Union or any of its their respective directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “Committee”) reasonably determines that any compensatory payment or and benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of the EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION.

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNION] STERLING FINANCIAL CORPORATION (together with its subsidiaries and affiliates, the “Credit UnionCompany”) ), which is either my employer or the sole shareholder of my employer, in the United States Department of the Treasury’s (the “Treasury”) Community Development Capital Initiative Purchase Program and/or any other economic stabilization program implemented by the Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented supplemented, or otherwise modified, the “EESA”) (any such initiative or program, including the Community Development Capital InitiativePurchase Program, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or my employer, or any of its their respective directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of the EESA, as implemented by any guidance or regulations issued and/or to be issued thereunder, including without limitation the provisions for the Capital Purchase Program, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, the EESA and the applicable requirements of the Securities Purchase Exchange Agreement by and between among the Credit Union Company and the Treasury dated as of [ ]April 29, 2010, as amended (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “"golden parachute” " agreements), whether or not in writing, that I may have with the Credit Union Company or my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the these Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, the Company, my employer or any of its departments or agencies) or the Credit Union or any of its their respective directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “Committee”) reasonably determines that any compensatory payment or and benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “"Excess Payment”"), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of the EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION.

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the my employer’s participation of [NAME OF CREDIT UNION] (together with its subsidiaries and affiliates, the “Credit Union”) in the United States Department of the Treasury’s (“Treasury”) Community Development TARP Capital Initiative and/or any other economic stabilization program implemented by Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Purchase Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union any state or territory thereof or my employer or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required in order to comply with the executive compensation and corporate governance requirements of Section 111 of EESA, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, and the applicable requirements 111(b) of the Securities Purchase Agreement by and between the Credit Union and Treasury dated as Emergency Economic Stabilization Act of [ ], 20102008, as amended (such requirements“EESA”), and rules, regulations, guidance or other requirements issued thereunder (collectively, the “LimitationsEESA Restrictions”). I acknowledge that the Limitations EESA Restrictions may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union my employer acquired through a the TARP Capital Purchase Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. I further acknowledge and agree that if my employer notifies me in writing that I have received payments in violation of the EESA Restrictions, I shall repay the aggregate amount of such payments to my employer no later than fifteen business days following my receipt of such notice. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, EESA Restrictions (including without limitation a limitation, any claim for any compensation or other payments or benefits I would otherwise receivereceive absent the EESA Restrictions, any challenge to the process by which the Limitations are or EESA Restrictions were adopted and any tort or constitutional claim about the effect of the Limitations foregoing on my employment relationship relationship) and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, my employer or any of its departments or agencies) or the Credit Union or any of its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union or similar governing body (the “Committee”) reasonably determines that any compensatory payment or benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit Union, I shall repay such Excess Payment to the Credit Union within 15 business days. In addition, I agree that the Credit Union shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union to be in compliance with Section 111 of EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: 504278 ANNEX D FORM OF OPINION

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the my employer’s participation of [NAME OF CREDIT UNION] (together with its subsidiaries and affiliates, the “Credit Union”) in the United States Department of the Treasury’s (“Treasury”) Community Development TARP Capital Initiative and/or any other economic stabilization program implemented by Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Purchase Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union any state or territory thereof or my employer or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required in order to comply with the executive compensation and corporate governance requirements of Section 111 of EESAthe Emergency Economic Stabilization Act of 2008, as implemented by any guidance or regulation thereunder, including as the rules set forth same shall be in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, and the applicable requirements of the Securities Purchase Agreement by and between the Credit Union and Treasury dated as of [ ], 2010, as amended effect from time to time (such requirements, the “LimitationsCompensation Regulations”). I acknowledge that the Limitations Compensation Regulations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union my employer acquired through a the TARP Capital Purchase Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. I further acknowledge and agree that if my employer notifies me in writing that I have received payments in violation of the Compensation Regulations, I shall repay the aggregate amount of such payments to my employer no later than fifteen business days following my receipt of such notice. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the LimitationsCompensation Regulations (including, including without limitation a limitation, any claim for any compensation or other payments or benefits I would otherwise receivereceive absent the Compensation Regulations, any challenge to the process by which the Limitations are or Compensation Regulations were adopted and any tort or constitutional claim about the effect of the Limitations foregoing on my employment relationship relationship) and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, my employer or any of its departments or agencies) or the Credit Union or any of its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union or similar governing body (the “Committee”) reasonably determines that any compensatory payment or benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit Union, I shall repay such Excess Payment to the Credit Union within 15 business days. In addition, I agree that the Credit Union shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union to be in compliance with Section 111 of EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINIONB

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNION] NORTHERN STATES FINANCIAL CORPORATION (together with its subsidiaries and affiliates, the “Credit UnionCompany”) ), which is either my employer or the sole shareholder of my employer, in the United States Department of the Treasury’s (the “Treasury”) Community Development Capital Initiative Purchase Program and/or any other economic stabilization program implemented by the Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented supplemented, or otherwise modified, the “EESA”) (any such initiative or program, including the Community Development Capital InitiativePurchase Program, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or my employer, or any of its their respective directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of the EESA, as implemented by any guidance or regulations issued and/or to be issued thereunder, including without limitation the provisions for the Capital Purchase Program, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, the EESA and the applicable requirements of the Securities Purchase Agreement Exchange Agreement, dated as of April 29, 2014, by and between the Credit Union Company and the Treasury dated as of [ ], 2010, as amended (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union Company or my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the these Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, the Company, my employer or any of its departments or agencies) or the Credit Union or any of its their respective directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “Committee”) reasonably determines that any compensatory payment or and benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of the EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION.

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the my employer’s participation of [NAME OF CREDIT UNION] (together with its subsidiaries and affiliates, the “Credit Union”) in the United States Department of the Treasury’s (“Treasury”) Community Development TARP Capital Initiative and/or any other economic stabilization program implemented by Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Purchase Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union any state or territory thereof or my employer or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required in order to comply with the executive compensation and corporate governance requirements of Section 111 of EESA, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, and the applicable requirements Emergency Economic Stabilization Act of the Securities Purchase Agreement by and between the Credit Union and Treasury dated as of [ ], 20102008, as amended (such requirements“EESA”), and rules, regulations, guidance or other requirements issued thereunder (collectively, the “LimitationsEESA Restrictions”). I acknowledge that the Limitations EESA Restrictions may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union my employer acquired through a the TARP Capital Purchase Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. I further acknowledge and agree that if my employer notifies me in writing that I have received payments in violation of the EESA Restrictions, I shall repay the aggregate amount of such payments to my employer no later than fifteen business days following my receipt of such notice. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, EESA Restrictions (including without limitation a limitation, any claim for any compensation or other payments or benefits I would otherwise receivereceive absent the EESA Restrictions, any challenge to the process by which the Limitations are or EESA Restrictions were adopted and any tort or constitutional claim about the effect of the Limitations foregoing on my employment relationship relationship) and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, my employer or any of its departments or agencies) or the Credit Union or any of its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union or similar governing body (the “Committee”) reasonably determines that any compensatory payment or benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit Union, I shall repay such Excess Payment to the Credit Union within 15 business days. In addition, I agree that the Credit Union shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union to be in compliance with Section 111 of EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: 504278 ANNEX D FORM OF OPINIOND

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNION] INDEPENDENT BANK CORPORATION (together with its subsidiaries and affiliates, the “Credit Union”) "Company"), which is either my employer or the sole shareholder of my employer, in the United States Department of the Treasury’s (“the "Treasury”") Community Development Capital Initiative Purchase Program and/or any other economic stabilization program implemented by the Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented supplemented, or otherwise modified, “the "EESA”") (any such initiative or program, including the Community Development Capital InitiativePurchase Program, a “"Program”"), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or my employer, or any of its their respective directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of the EESA, as implemented by any guidance or regulations issued and/or to be issued thereunder, including without limitation the provisions for the Capital Purchase Program, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, the EESA and the applicable requirements of the Securities Purchase Exchange Agreement by and between among the Credit Union Company and the Treasury dated as of [ ]April 2, 2010, as amended (such requirements, the “"Limitations”"). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “"golden parachute” " agreements), whether or not in writing, that I may have with the Credit Union Company or my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the these Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, the Company, my employer or any of its departments or agencies) or the Credit Union or any of its their respective directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “"Committee”") reasonably determines that any compensatory payment or and benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “"Excess Payment”"), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of the EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION.

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the my employer’s participation of [NAME OF CREDIT UNION] (together with its subsidiaries and affiliates, the “Credit Union”) in the United States Department of the Treasury’s (“Treasury”) Community Development TARP Capital Initiative and/or any other economic stabilization program implemented by Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Purchase Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union any state or territory thereof or my employer or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required in order to comply with the executive compensation and corporate governance requirements of Section 111 of EESA, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, and the applicable requirements 111(b) of the Securities Purchase Agreement by and between the Credit Union and Treasury dated as Emergency Economic Stabilization Act of [ ], 20102008, as amended (such requirements“EESA”), and rules, regulations, guidance or other requirements issued thereunder (collectively, the “LimitationsEESA Restrictions”). I acknowledge that the Limitations EESA Restrictions may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union my employer acquired through a the TARP Capital Purchase Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. I further acknowledge and agree that if my employer notifies me in writing that I have received payments in violation of the EESA Restrictions, I shall repay the aggregate amount of such payments to my employer no later than fifteen business days following my receipt of such notice. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, EESA Restrictions (including without limitation a limitation, any claim for any compensation or other payments or benefits I would otherwise receivereceive absent the EESA Restrictions, any challenge to the process by which the Limitations are or EESA Restrictions were adopted and any tort or constitutional claim about the effect of the Limitations foregoing on my employment relationship relationship) and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, my employer or any of its departments or agencies) or the Credit Union or any of its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union or similar governing body (the “Committee”) reasonably determines that any compensatory payment or benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit Union, I shall repay such Excess Payment to the Credit Union within 15 business days. In addition, I agree that the Credit Union shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union to be in compliance with Section 111 of EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: 504278 ANNEX D C FORM OF OPINION

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNIONCOMPANY] (together with its subsidiaries and affiliates, the “Credit UnionCompany”) in the United States Department of the Treasury’s (“Treasury”) Community Development Capital Initiative and/or any other economic stabilization program implemented by Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of EESA, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, and the applicable requirements of the Securities Purchase Agreement by and between the Credit Union Company and Treasury dated as of [ ], 2010, as amended (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union Company or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (or any of its departments or agencies) or the Credit Union Company or any of its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “Committee”) reasonably determines that any compensatory payment or benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINIOND

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNIONCOMPANY] (together with its subsidiaries and affiliates, the “Credit UnionCompany”) in the United States Department of the Treasury’s (“Treasury”) Community Development Capital Initiative and/or any other economic stabilization program implemented by Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of EESA, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, and the applicable requirements of the Securities Purchase Agreement by and between the Credit Union Company and Treasury dated as of [ ], 2010, as amended (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union Company or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (or any of its departments or agencies) or the Credit Union Company or any of its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “Committee”) reasonably determines that any compensatory payment or benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNION] BROADWAY FINANCIAL CORPORATION (together with its subsidiaries and affiliates, the “Credit UnionCompany”) ), which is either my employer or the sole shareholder of my employer, in the United States Department of the Treasury’s (the “Treasury”) Community Development Capital Initiative Purchase Program and/or any other economic stabilization program implemented by the Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented supplemented, or otherwise modified, the “EESA”) (any such initiative or program, including the Community Development Capital InitiativePurchase Program, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or my employer, or any of its their respective directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of the EESA, as implemented by any guidance or regulations issued and/or to be issued thereunder, including without limitation the provisions for the Capital Purchase Program, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, the EESA and the applicable requirements of the Securities Purchase Exchange Agreement by and between among the Credit Union Company and the Treasury dated as of [ ]February 10, 2010, as amended 2012 (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union Company or my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the these Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, the Company, my employer or any of its departments or agencies) or the Credit Union or any of its their respective directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “Committee”) reasonably determines that any compensatory payment or and benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of the EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION.

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNION[ ] (together with its subsidiaries and affiliates, the “Credit UnionCompany”) in the United States Department of the Treasury’s (the “Treasury”) Capital Purchase Program, Community Development Capital Initiative and/or any other economic stabilization program implemented by the Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented supplemented, or otherwise modified, the “EESA”) (any such initiative or program, including the Capital Purchase Program and the Community Development Capital Initiative, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of the EESA, as implemented by any guidance or regulations issued and/or to be issued thereunder, including without limitation the provisions for the Capital Purchase Program, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, the EESA and the applicable requirements of the Securities Purchase Exchange Agreement by and between among the Credit Union Company and the Treasury dated as of [ ], 2010, as amended (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union Company or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the these Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, the Company or any of its departments or agencies) or the Credit Union or any of its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “Committee”) reasonably determines that any compensatory payment or and benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of the EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION.

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNION] Harbor Bankshares Corporation (together with its subsidiaries and affiliates, the “Credit UnionCompany”) ), which is either my employer or the sole shareholder of my employer, in the United States Department of the Treasury’s (the “Treasury”) Community Development Capital Initiative Purchase Program and/or any other economic stabilization program implemented by the Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented supplemented, or otherwise modified, the “EESA”) (any such initiative or program, including the Community Development Capital InitiativePurchase Program, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or my employer, or any of its their respective directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of the EESA, as implemented by any guidance or regulations issued and/or to be issued thereunder, including without limitation the provisions for the Capital Purchase Program, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, the EESA and the applicable requirements of the Securities Purchase Agreement Exchange Agreement, dated as of July 13, 2018, by and between the Credit Union Company and the Treasury dated as of [ ], 2010, as amended (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union Company or my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the these Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, the Company, my employer or any of its departments or agencies) or the Credit Union or any of its their respective directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “Committee”) reasonably determines that any compensatory payment or and benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of the EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION.

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNION] FIRST SECURITY GROUP, INC. (together with its subsidiaries and affiliates, the “Credit UnionCompany”) ), which is either my employer or the sole shareholder of my employer, in the United States Department of the Treasury’s (the “Treasury”) Community Development Capital Initiative Purchase Program and/or any other economic stabilization program implemented by the Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented supplemented, or otherwise modified, the “EESA”) (any such initiative or program, including the Community Development Capital InitiativePurchase Program, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or my employer, or any of its their respective directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of the EESA, as implemented by any guidance or regulations issued and/or to be issued thereunder, including without limitation the provisions for the Capital Purchase Program, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, the EESA and the applicable requirements of the Securities Purchase Agreement Exchange Agreement, dated as of February 25 2013, by and between the Credit Union Company and the Treasury dated as of [ ], 2010, as amended (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union Company or my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the these Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, the Company, my employer or any of its departments or agencies) or the Credit Union or any of its their respective directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “Committee”) reasonably determines that any compensatory payment or and benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of the EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION.

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNION] FIRST BANCORP (together with its subsidiaries and affiliates, the “Credit UnionCompany”) ), which is either my employer or the sole shareholder of my employer, in the United States Department of the Treasury’s (the “Treasury”) Community Development Capital Initiative Purchase Program and/or any other economic stabilization program implemented by the Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented supplemented, or otherwise modified, the “EESA”) (any such initiative or program, including the Community Development Capital InitiativePurchase Program, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or my employer, or any of its their respective directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of the EESA, as implemented by any guidance or regulations issued and/or to be issued thereunder, including without limitation the provisions for the Capital Purchase Program, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, the EESA and the applicable requirements of the Securities Purchase Exchange Agreement by and between among the Credit Union Company and the Treasury dated as of [ ]July 7, 2010, as amended 2010 (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union Company or my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the these Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, the Company, my employer or any of its departments or agencies) or the Credit Union or any of its their respective directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “Committee”) reasonably determines that any compensatory payment or and benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “"Excess Payment”), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of the EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION.

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the my employer’s participation of [NAME OF CREDIT UNION] (together with its subsidiaries and affiliates, the “Credit Union”) in the United States Department of the Treasury’s (“Treasury”) Community Development TARP Capital Initiative and/or any other economic stabilization program implemented by Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Purchase Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union any state or territory thereof or my employer or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required in order to comply with the executive compensation and corporate governance requirements of Section 111 of EESA, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, and the applicable requirements Emergency Economic Stabilization Act of the Securities Purchase Agreement by and between the Credit Union and Treasury dated as of [ ], 20102008, as amended (such requirements“EESA”), and rules, regulations, guidance or other requirements issued thereunder (collectively, the “LimitationsEESA Restrictions”). I acknowledge that the Limitations EESA Restrictions may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union my employer acquired through a the TARP Capital Purchase Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. I further acknowledge and agree that if my employer notifies me in writing that I have received payments in violation of the EESA Restrictions, I shall repay the aggregate amount of such payments to my employer no later than fifteen business days following my receipt of such notice. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, EESA Restrictions (including without limitation a limitation, any claim for any compensation or other payments or benefits I would otherwise receivereceive absent the EESA Restrictions, any challenge to the process by which the Limitations are or EESA Restrictions were adopted and any tort or constitutional claim about the effect of the Limitations foregoing on my employment relationship relationship) and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, my employer or any of its departments or agencies) or the Credit Union or any of its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union or similar governing body (the “Committee”) reasonably determines that any compensatory payment or benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit Union, I shall repay such Excess Payment to the Credit Union within 15 business days. In addition, I agree that the Credit Union shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union to be in compliance with Section 111 of EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: 60521617_2 ANNEX D FORM OF OPINIOND

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNION] Brooklyn Cooperative Federal Credit Union (together with its subsidiaries and affiliates, the “Credit Union”) in the United States Department of the Treasury’s (“Treasury”) Community Development Capital Initiative and/or any other economic stabilization program implemented by Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of EESA, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, and the applicable requirements of the Securities Purchase Agreement by and between the Credit Union and Treasury dated as of [ ], 2010, as amended (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (or any of its departments or agencies) or the Credit Union or any of its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union or similar governing body (the “Committee”) reasonably determines that any compensatory payment or benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit Union, I shall repay such Excess Payment to the Credit Union within 15 business days. In addition, I agree that the Credit Union shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union to be in compliance with Section 111 of EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the my employer’s participation of [NAME OF CREDIT UNION] (together with its subsidiaries and affiliates, the “Credit Union”) in the United States Department of the Treasury’s (“Treasury”) Community Development TARP Capital Initiative and/or any other economic stabilization program implemented by Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Purchase Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union any state or territory thereof or my employer or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required in order to comply with the executive compensation and corporate governance requirements of Section 111 of EESA, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, and the applicable requirements 111(b) of the Securities Purchase Agreement by and between the Credit Union and Treasury dated as Emergency Economic Stabilization Act of [ ], 20102008, as amended (such requirements“EESA”), and rules, regulations, guidance or other requirements issued thereunder (collectively, the “LimitationsEESA Restrictions”). I acknowledge that the Limitations EESA Restrictions may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union my employer acquired through a the TARP Capital Purchase Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. I further acknowledge and agree that if my employer notifies me in writing that I have received payments in violation of the EESA Restrictions, I shall repay the aggregate amount of such payments to my employer no later than fifteen business days following my receipt of such notice. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, EESA Restrictions (including without limitation a limitation, any claim for any compensation or other payments or benefits I would otherwise receivereceive absent the EESA Restrictions, any challenge to the process by which the Limitations are or EESA Restrictions were adopted and any tort or constitutional claim about the effect of the Limitations foregoing on my employment relationship relationship) and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, my employer or any of its departments or agencies) or the Credit Union or any of its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union or similar governing body (the “Committee”) reasonably determines that any compensatory payment or benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit Union, I shall repay such Excess Payment to the Credit Union within 15 business days. In addition, I agree that the Credit Union shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union to be in compliance with Section 111 of EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: 504278 ANNEX D FORM OF OPINIONC

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNIONBANK] (together with its subsidiaries and affiliates, the “Credit UnionBank”) in the United States Department of the Treasury’s (“Treasury”) Community Development Capital Initiative and/or any other economic stabilization program implemented by Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Bank or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of EESA, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, and the applicable requirements of the Securities Purchase Agreement by and between the Credit Union Bank and Treasury dated as of [ ], 2010, as amended (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union Bank or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Bank acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (or any of its departments or agencies) or the Credit Union Bank or any of its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Bank or similar governing body (the “Committee”) reasonably determines that any compensatory payment or benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Bank to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit UnionBank, I shall repay such Excess Payment to the Credit Union Bank within 15 business days. In addition, I agree that the Credit Union Bank shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Bank to be in compliance with Section 111 of EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Bank is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNION] FIRST MERCHANTS CORPORATION (together with its subsidiaries and affiliates, the “Credit Union”) "Company"), which is either my employer or the sole shareholder of my employer, in the United States Department of the Treasury’s (“the "Treasury”") Community Development Capital Initiative Purchase Program and/or any other economic stabilization program implemented by the Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented supplemented, or otherwise modified, “the "EESA”") (any such initiative or program, including the Community Development Capital InitiativePurchase Program, a “"Program”"), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or my employer, or any of its their respective directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of the EESA, as implemented by any guidance or regulations issued and/or to be issued thereunder, including without limitation the provisions for the Capital Purchase Program, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, the EESA and the applicable requirements of the Securities Purchase Exchange Agreement by and between among the Credit Union Company and the Treasury dated as of [ ]June 30, 2010, as amended (such requirements, the “"Limitations”"). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “"golden parachute” " agreements), whether or not in writing, that I may have with the Credit Union Company or my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the these Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, the Company, my employer or any of its departments or agencies) or the Credit Union or any of its their respective directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “"Committee”") reasonably determines that any compensatory payment or and benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “"Excess Payment”"), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of the EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION.

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNION] CALWEST BANCORP (together with its subsidiaries and affiliates, the “Credit UnionCompany”) ), which is either my employer or the sole shareholder of my employer, in the United States Department of the Treasury’s (the “Treasury”) Community Development Capital Initiative Purchase Program and/or any other economic stabilization program implemented by the Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented supplemented, or otherwise modified, the “EESA”) (any such initiative or program, including the Community Development Capital InitiativePurchase Program, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or my employer, or any of its their respective directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of the EESA, as implemented by any guidance or regulations issued and/or to be issued thereunder, including without limitation the provisions for the Capital Purchase Program, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, the EESA and the applicable requirements of the Securities Purchase Agreement Exchange Agreement, dated as of December 23, 2015, by and between the Credit Union Company and the Treasury dated as of [ ], 2010, as amended (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union Company or my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the these Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, the Company, my employer or any of its departments or agencies) or the Credit Union or any of its their respective directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “Committee”) reasonably determines that any compensatory payment or and benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of the EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION.

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNIONCOMPANY] (together with its subsidiaries and affiliates, the “Credit UnionCompany”) in the United States Department of the Treasury’s (“Treasury”) Community Development Capital Initiative and/or any other economic stabilization program implemented by Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of EESA, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, and the applicable requirements of the Securities Purchase Agreement by and between the Credit Union Company and Treasury dated as of [ ], 2010, as amended (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union Company or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (or any of its departments or agencies) or the Credit Union Company or any of its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “Committee”) reasonably determines that any compensatory payment or benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. UST Sequence No. 511 I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: :_________________________________________ Name: Title: Date: ANNEX D FORM OF OPINIONUST Sequence Xx. 000 XXXXX X

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNIONCOMPANY] (together with its subsidiaries and affiliates, the “Credit UnionCompany”) in the United States Department of the Treasury’s (“Treasury”) Community Development Capital Initiative and/or any other economic stabilization program implemented by Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or any of its directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of EESA, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, and the applicable requirements of the Securities Purchase Agreement by and between the Credit Union Company and Treasury dated as of [ ], 2010, as amended (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union Company or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (or any of its departments or agencies) or the Credit Union Company or any of its directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “Committee”) reasonably determines that any compensatory payment or benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union UST Sequence No. 208 Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: By: _____________________ Name: Title: Date: ANNEX D FORM OF OPINIONUST Sequence Xx. 000 XXXXX X

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNION] XXXXXX BANCORP, INC. (together with its subsidiaries and affiliates, the “Credit UnionCompany”) ), which is either my employer or the sole shareholder of my employer, in the United States Department of the Treasury’s (the “Treasury”) Community Development Capital Initiative and/or any other economic stabilization program implemented by the Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented supplemented, or otherwise modified, the “EESA”) (any such initiative or program, including the Community Development Capital Initiative, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or my employer, or any of its their respective directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of the EESA, as implemented by any guidance or regulations issued and/or to be issued thereunder, including without limitation the provisions for the Community Development Capital Initiative, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, the EESA and the applicable requirements of the Securities Purchase Exchange Agreement by and between among the Credit Union Company and the Treasury dated as of [ ]August 27, 2010, as amended 2010 (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union Company or my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the these Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, the Company, my employer or any of its departments or agencies) or the Credit Union or any of its their respective directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “Committee”) reasonably determines that any compensatory payment or and benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of the EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION.

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNION] STANDARD BANCSHARES, INC. (together with its subsidiaries and affiliates, the “Credit UnionCompany”) ), which is either my employer or the sole shareholder of my employer, in the United States Department of the Treasury’s (the “Treasury”) Community Development Capital Initiative Purchase Program and/or any other economic stabilization program implemented by the Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented supplemented, or otherwise modified, the “EESA”) (any such initiative or program, including the Community Development Capital InitiativePurchase Program, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or my employer, or any of its their respective directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of the EESA, as implemented by any guidance or regulations issued and/or to be issued thereunder, including without limitation the provisions for the Capital Purchase Program, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, the EESA and the applicable requirements of the Securities Purchase Exchange Agreement by and between among the Credit Union Company and the Treasury dated as of [ ]November 5, 2010, as amended 2012 (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union Company or my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the these Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, the Company, my employer or any of its departments or agencies) or the Credit Union or any of its their respective directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “Committee”) reasonably determines that any compensatory payment or and benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of the EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION.

FORM OF WAIVER. In consideration for the benefits I will receive as a result of the participation of [NAME OF CREDIT UNION] CENTRAL PACIFIC FINANCIAL CORP. (together with its subsidiaries and affiliates, the “Credit UnionCompany”) ), which is either my employer or the sole shareholder of my employer, in the United States Department of the Treasury’s (the “Treasury”) Community Development Capital Initiative Purchase Program and/or any other economic stabilization program implemented by the Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented supplemented, or otherwise modified, the “EESA”) (any such initiative or program, including the Community Development Capital InitiativePurchase Program, a “Program”), I hereby voluntarily waive any claim against the United States (and each of its departments and agencies) or the Credit Union Company or my employer, or any of its their respective directors, officers, employees and agents for any changes to my compensation or benefits that are required to comply with the executive compensation and corporate governance requirements of Section 111 of the EESA, as implemented by any guidance or regulations issued and/or to be issued thereunder, including without limitation the provisions for the Capital Purchase Program, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or any other guidance or regulations under EESA, the EESA and the applicable requirements of the Securities Purchase Exchange Agreement by and between among the Credit Union Company and the Treasury dated as of [ ]February 17, 2010, as amended 2011 (such requirements, the “Limitations”). I acknowledge that the Limitations may require modification or termination of the employment, compensation, bonus, incentive, severance, retention and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements), whether or not in writing, that I may have with the Credit Union Company or my employer or in which I may participate as they relate to the period the United States holds any equity or debt securities of the Credit Union Company acquired through a Program or for any other period applicable under such Program or Limitations, as the case may be, and I hereby consent to all such modifications. This waiver includes all claims I may have under the laws of the United States or any other jurisdiction (whether or not in existence as of the date hereof) related to the requirements imposed by the Limitations, including without limitation a claim for any compensation or other payments or benefits I would otherwise receive, any challenge to the process by which the Limitations are or were adopted and any tort or constitutional claim about the effect of the these Limitations on my employment relationship and I hereby agree that I will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim against the United States (States, the Company, my employer or any of its departments or agencies) or the Credit Union or any of its their respective directors, officers, employees or agents in or before any local, state, federal or other agency, court or body. I agree that, in the event and to the extent that the Compensation Committee of the Board of Directors of the Credit Union Company or similar governing body (the “Committee”) reasonably determines that any compensatory payment or and benefit provided to me, including any bonus or incentive compensation based on materially inaccurate financial statements or performance criteria, would cause the Credit Union Company to fail to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Credit UnionCompany, I shall repay such Excess Payment to the Credit Union Company within 15 business days. In addition, I agree that the Credit Union Company shall have the right to postpone any such payment or benefit for a reasonable period of time to enable the Committee to determine whether such payment or benefit would constitute an Excess Payment. I understand that any determination by the Committee as to whether or not, including the manner in which, a payment or benefit needs to be modified, terminated or repaid in order for the Credit Union Company to be in compliance with Section 111 of the EESA and/or the Limitations shall be a final and conclusive determination of the Committee which shall be binding upon me. I further understand that the Credit Union Company is relying on this letter from me in connection with its participation in a Program. In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and acknowledgement to the provisions herein. Respectfully, By: Name: Title: Date: ANNEX D FORM OF OPINION.