MEMBER CONTROL AGREEMENT OF AFFINITY BANK HOLDINGS LLC

EXHIBIT 10.40

MEMBER CONTROL AGREEMENT
OF
AFFINITY BANK HOLDINGS LLC

THIS MEMBER CONTROL AGREEMENT is made as of the 30th day of September,
1999, by and among Xxxxxxx Xxxxx ("Xxxxx"), Xxxxxxx X. XxXxxxx ("XxXxxxx") and
Affinity Group Thrift Holding Corp., a Delaware corporation ("Thrift Holding"):

RECITALS

WHEREAS, Xxxxx and XxXxxxx constitute all of the current members of the
Company (this and other capitalized terms used herein and not otherwise defined
herein are defined in Section 1.01 hereinbelow);

WHEREAS, the Company and Thrift Holding have entered into a purchase
agreement dated as of December 7, 1998 (the "Bank Agreement") by virtue of which
the Company has agreed, INTER ALIA, to issue to Thrift Holding a preferred
membership interest in the Company having the rights and preferences ascribed in
the Articles of Organization to the "Series A Preferred", such membership
interest to be issued upon consummation of the transactions contemplated by the
Bank Agreement;

WHEREAS, requisite regulatory approvals necessary for the acquisition
by the Company of the Bank have been obtained and the Company and Thrift Holding
are desirous of consummating the transactions contemplated by the Bank
Agreement;

WHEREAS, the Company has requested that Xxxxx make a loan in the amount
of $9 million and an additional capital contribution in the amount of $1 million
and Xxxxx is willing to do so provided that the loan is evidenced by the Senior
Note and the capital contribution has the rights and preferences ascribed to the
Class B Preferred Shares;

WHEREAS, Minnesota Statutes, Section 322B.37, the Limited Liability
Companies Act, authorizes a "member control agreement" as defined therein; and

WHEREAS, each of the undersigned desires to enter into such an
agreement in consideration of the issuance of the Class A and Class B Preferred
Membership Interest upon closing of the transactions contemplated by the Bank
Agreement;

NOW, THEREFORE, each of the undersigned agrees as follows:

ARTICLE I
DEFINITIONS

Section 1.01 DEFINITIONS. The terms defined in this Article I
(except as may be otherwise expressly provided in this Agreement or unless
the context otherwise requires) shall, for all purposes of this Agreement,
have the following meanings:

"Act" means the Limited Liability Companies Act contained in Minnesota
Statutes, Section 322B, as such Act may be amended from time to time. References
herein to sections of the Act shall include successor provisions if any such
section is amended, modified or repealed.

"Xxxxx" is defined hereinbefore on the first page of this Agreement.

"Agreement" means this Member Control Agreement as hereafter amended
from time to time, including any schedules to the Agreement.

"Articles of Organization" means the articles of organization of the
Company dated December 4, 1998 and filed with the Secretary of State of the
State of Minnesota on December 4, 1998, as such articles may be amended or
modified from time to time.

"Asset Sale" is defined in Section 3.05.

"Bank" means Affinity Bank, the shares of which are to be contributed
to the Company by the terms of the Bank Agreement.

"Bank Agreement" is defined in the recitals of this Agreement on page
one hereof.

"Board" or "Board of Governors" means the board of governors of the
Company.

"Capital Account" means the account of a Member that is maintained in
accordance with the provisions of Section 3.09 hereof.

"Capital Contribution" means, in respect of the Common Members, the
amount set forth on Schedule A hereto (as such schedule may be amended from time
to time). The Capital Contribution of the Class A Preferred Member is the issued
and outstanding stock of Affinity Bank and is deemed to have an agreed value of
$17,100,000, which amount shall constitute the Capital Contribution of the Class
A Preferred Member. The Capital Contribution of the Class B Preferred Member in
his capacity as such is $1,000,000, which amount shall constitute the Capital
Contribution of the Class B Preferred Member.

"Capital Note" means a promissory note of the Company in the form of
Exhibit B hereto modified in such manner as may be required by applicable
regulatory authorities.

"Chief Manager" is defined in the Organizational Documents.

"Class A Preferred Membership Interest" means the Membership
Interest of the Class A Preferred Member.

"Class A Preferred Shares" means Shares having the rights and
preferences set forth herein as applying to the Class A Preferred Membership
Interest. The Class A Preferred Shares have the rights and preferences described
in the Articles of Organization to the "Series A Preferred" and have the
additional rights and preferences, and is subject to the limitations, set forth
in this Agreement.

"Class A Preference Amount" means an amount equal to the sum of (i) the
unpaid Class A Tier One Priority Distributions and (ii) to the extent not
theretofore returned to the Class A Member, the Class A Tier Two Priority
Amount.

"Class A Tier One Priority Distributions" means cash, at the rate of
11% per annum, on the amount of the Capital Account of the Class A Preferred
Member, compounded annually from December 7, 1998.

"Class A Tier Two Priority Amount" means cash in the amount of the
Capital Contribution of the Class A Preferred Member.

"Class B Preferred Membership Interest" means the Membership Interest
of the Class B Preferred Member.

"Class B Preferred Shares" means Shares having the rights and
preferences set forth herein as applying to the Class B Preferred Membership
Interest.

"Class B Preference Amount" means an amount equal to the sum of (i) the
unpaid Class B Tier One Priority Distributions and (ii) to the extent not
theretofore returned to the Class A Member, the Class B Tier Two Priority
Amount.

"Class B Tier One Priority Distributions" means cash, at the rate of
10 3/8% per annum, on the amount of the Capital Account of the Class B Preferred
Member, compounded annually from the date of the making of the Capital
Contribution of the Class B Preferred Member.

"Class B Tier Two Priority Amount" means cash in the amount of the
Capital Contribution of the Class B Preferred Member.

"Code" means the Internal Revenue Code of 1986, as amended, and any
successor thereto. Any reference herein to specific sections of the Code shall
be deemed to include a reference to any corresponding provisions of future law.

"Common Members" means Members in their capacity as such and not in
their capacity as Preferred Members. On the date hereof the Common Members are
Xxxxx and XxXxxxx.

"Common Shares" means the Shares held by the Common Members.

"Company" means Affinity Bank Holdings LLC, a Minnesota limited
liability company.

"Company Total Capital" means the sum of the Capital Accounts of all of
the Members, including the Capital Accounts of the Preferred Members.

"Distribution" means the distributions to the Members of cash or other
assets of the Company made from time to time pursuant to the provisions of this
Agreement.

"Financial Rights" means a Member's rights to share in Net Income and
Net Losses and Distributions with respect to a Membership Interest in accordance
with the terms of this Agreement.

"Governance Rights" means the total number of votes a Member controls
as a Member in the Company. Each Common Member has one vote for each Share of
such Member. The Class B Preferred Member has one vote so long as the Class B
Preferred Shares are issued and outstanding.

"Governor" means a natural person serving on the Board of Governors.

"XxXxxxx" is defined on the first page of this Agreement.

"Manager" means a person elected, appointed, or otherwise designated as
a manager by the Board of Governors, and any other person considered elected as
a manager pursuant to the Act.

"Member" means a person reflected in the required records of the
Company as the owner of a Membership Interest of the Company.

"Membership Interest" means a Member's interest in the Company
consisting of the Member's Financial Rights and Governance Rights with respect
to the Company.

"Net Income" and "Net Losses" mean the profits and losses of the
Company, as the case may be, as determined for federal income tax purposes as of
the close of each of the fiscal years of the Company.

"Organizational Documents" means the Articles of Organization and the
Operating Agreement of the Company, as such instruments may be amended or
modified from time to time.

"Percentage Interest" as to any Member means the Member's Capital
Account divided by the Company Total Capital.

"Permitted Tax Distributions" means distributions to the Members based
on estimates of the amount of federal and state income taxes that the Company
would be required to pay with respect to a fiscal year of the Company if, for
the applicable fiscal year, the Company were treated as a "C Corporation,"
incorporated under the laws of the State of Minnesota rather than as a limited
liability company taxable as a partnership, provided that the aggregate amount
of such distributions in respect to any period does not exceed the aggregate
amount of income taxes that would have been payable by the Company in respect of
its operations for such period if the Company were taxed as a C Corporation.

"Preferred Members" means the holder or holders of the Class A
Preferred Shares and the Class B Preferred Shares. On the date hereof, the Class
A Preferred Member is Thrift Holding and the Class B Preferred Member is Xxxxx.

"Required Records" means the records required by Section 322B.373,
Subd. 1 of the Act.

"Senior Note" means a promissory note substantially in the form of
Exhibit C hereto.

"Shares" means the units of interest in the Company constituting the
Membership Interests and include both the Common Shares, the Class A Preferred
Shares and the Class B Preferred Shares.

"Successor" is defined in Section 6.02 hereof.

"Thrift Holding" is defined on the first page of this Agreement.

"Voting Interest" as to any Member means the Member's Governance Rights
divided by the sum of all Members' Governance Rights.

ARTICLE II
GOVERNORS

Section 2.01 FIRST GOVERNORS. The first Governors of the Company
shall be the following, who are hereby elected to hold office until their
successors are elected and qualified pursuant to the Operating Agreement of
the Company:

Xxxxxxx X. XxXxxxx

Xxxxx Xxxxx-Xxxxx

ARTICLE III
MEMBERSHIP INTERESTS

Section 3.01 MEMBERSHIP INTERESTS AND BOARD OF GOVERNORS AUTHORITY
AS TO ADDITIONAL MEMBERSHIP INTERESTS. The names of the Common Members and
their respective Capital Contributions and the agreed value thereof are
reflected on Schedule A attached hereto. No additional Capital Contributions
shall be accepted or Membership Interests granted by the Board of Governors
without the consent of more than 51% of the outstanding Voting Interests.
Upon such consent and the issuance of additional Membership Interests,
Schedule A shall be appropriately amended.

Section 3.02 DESIGNATION OF MEMBERSHIP INTERESTS. The Common
Shares are of one class, without series, and shall have the rights provided
by law, subject to any statement in this Agreement of the specific rights or
terms of such Membership Interests. The Class A Preferred Members shall have
the rights and preferences ascribed to the Class A Preferred Shares and the
rights of the Common Members and the Class B Preferred Member shall be
subject to the rights and preferences of the Class A Preferred Shares. The
Class B Preferred Member shall have the rights and preferences ascribed to
the Class B Preferred Shares and the rights of the Common Members and the
Class A Preferred Member shall be subject to the rights and preferences of
the Class B Preferred Shares.

Section 3.03 ALLOCATION OF NET INCOME AND NET LOSSES. Net Losses
shall be allocated annually among the Common Members based on their
respective Shares as reflected on Schedule A. Net Income shall be allocated
annually to the Preferred Members to the extent of the Tier One Priority
Distributions distributed in such year to a Preferred Member and, thereafter,
to the Common Members based on their respective Shares.

Section 3.04 OPERATING DISTRIBUTIONS. Other than Permitted Tax
Distributions, no distributions in respect of the Common Shares shall be
authorized or made until the Class A and the Class B Tier One Priority
Distributions and Class A and the Class B Tier Two Priority Amounts have been
paid in full. After payment in full of the Class A and the Class B Tier One
Priority Distributions and Class A and the Class B Tier Two Priority Amounts,
any distributions authorized by the Board (other than Liquidating
Distributions pursuant to Section 3.05) shall be distributed among the Common
Members based on their Percentage Interests provided that, if cash
distributions have not been theretofore made in an amount aggregating the
Permitted Tax Distributions, to the extent such distribution is permitted by
law and by applicable loan (or other) agreements, the Board of Governors
shall annually distribute cash to the Common Members (based on their
Percentage Interests) in an amount equal to Permitted Tax Distributions.

Section 3.05 SPECIAL DISTRIBUTIONS TO CLASS A PREFERRED MEMBERS.

A. VOLUNTARY REDEMPTION. The Company shall have the option
of redeeming and retiring the Class A Preferred Shares by payment to the
Class A Preferred Members of an amount equal to the Class A Preference
Amount. Upon payment thereof to the Class A Preferred Member, the Class A
Preferred Member shall cease being a member.

B. MANDATORY REDEMPTION. The Company shall redeem the
Class A Preferred Shares contemporaneously with the closing of an Asset Sale.

C. ASSET SALES. In case at any time (i) the Company shall
declare any distribution in respect of its Membership Interests; (ii) there
shall be any capital reorganization or reclassification of the Common Shares
or consolidation or merger of the Company with or into another entity; (iii)
there shall occur a sale of a material amount of assets of the Company
(including shares of stock of any entity owned by the Company) to an
unaffiliated entity (other than sales of mortgage loans and similar assets of
the Bank in the ordinary course of business); (iv) if theretofore transferred
to an affiliate of the Company, there shall occur (a) a sale of such assets
by such affiliate to an unaffiliated entity, (b) a capital reorganization or
reclassification of the ownership of such affiliate, (c) the consolidation or
merger of such affiliate with or into another entity, (d) a distribution in
respect of any such assets or (e) a voluntary or involuntary dissolution or
winding up of any such assets or such affiliate; or (v) there shall be a
voluntary or involuntary dissolution or winding up of the Company (each of
the foregoing events constituting, for purposes hereof, an "Asset Sale"), the
Company shall be deemed to have been liquidated and the Class A Preferred
Member shall be paid an amount equal to the Class A Preference Amount.

D. TERMS OF REDEMPTION. The redemption price of the
Membership Interest of the Class A Preferred Member under any subsection of
this Section 3.05 shall be equal to the Class A Preference Amount and shall
be paid by the Company in cash. The Company shall give notice by mail of
redemptions to the Class A Preferred Member at least five calendar days prior
to any date of redemption. Such notice (i) shall specify the date of
redemption, and (ii) shall be addressed to the Class A Preferred Member at
such member's address as shown on the records of the Company.

If the Company deposits, on or prior to any date fixed for redemption
of the Class A Preferred Shares, with any bank or trust company having capital
and surplus of at least $50,000,000 as a trust fund, an amount equal to the
Class A Preference Amount with instructions and authority to such bank or trust
company to pay the Class A Preference Amount on or after the date fixed for
redemption or prior thereto, then, upon the surrender of any certificates (or
other evidence of the issuance of the Class A Preferred Shares), from and after
the date of such deposit, and not withstanding that the termination of the
Membership Interest shall not have been memorialized by an appropriate amendment
to the governing instruments for the Company, the Membership Interest of the
Class A Preferred Member shall no longer be deemed to be outstanding and all
rights with respect thereto shall forthwith cease and terminate, except only the
rights of the Class A Preferred Member to receive from such bank or trust
company at any time after

the date of such deposit, the sum so deposited, without interest. Any funds
so deposited and unclaimed at the end of three years from such redemption
date shall be released or repaid to the Company, after which the Class A
Preferred Member shall be entitled to receive payment of the Class A
Preference Amount only from the Company.

E. CONVERSION. Subject to any requisite regulatory
approvals, at the option of the Company, the Class A Preferred Shares may be
converted and exchanged for the Capital Note. The Company shall give notice
by mail of any such conversion to the Class A Preferred Member at least five
calendar days prior to any date of conversion. Such notice (i) shall specify
the date of conversion and (ii) shall be addressed to the Class A Preferred
Member at such member's address as shown on the records of the Company. Upon
the date set forth in such notice as of date of the conversion, the
Membership Interest of the Class A Preferred Member shall no longer be deemed
to be outstanding and all rights with respect thereto shall forthwith cease
and terminate, except only the right of the Class A Preferred Member to
receive from the Company the Capital Note. The Capital Note shall be dated as
of the effective date of such conversion as set forth in the notice to the
Class A Preferred Member and the principal amount of the Capital Note shall
be an amount equal to the Class A Preference Amount on such date.

F. PRIORITY VIS A VIS CLASS B PREFERRED SHARES. No
redemption of, or other payment in respect of, any Class A Preferred Shares
shall be made until and unless an amount equal to the Class B Tier One
Priority Distributions shall have been paid in respect of the Class B
Preferred Shares. Redemptions of, or other payments in respect of, the Class
B Preferred Shares in excess of the amount of the Class B Tier One Priority
Distributions shall be made only after redemption in full and retirement of
the Class A Preferred Shares.

Section 3.06 SPECIAL DISTRIBUTIONS TO CLASS B PREFERRED MEMBERS.

A. VOLUNTARY REDEMPTION. The Company shall have the option
of redeeming and retiring the Class B Preferred Shares by payment to the
Class B Preferred Members of an amount equal to the Class B Preference
Amount. Upon payment thereof to the Class B Preferred Member, the Class B
Preferred Member shall cease being a member.

B. MANDATORY REDEMPTION. The Company shall redeem the
Class B Preferred Shares contemporaneously with the closing of an Asset Sale.

unaffiliated entity, (b) a capital reorganization or reclassification of the
ownership of such affiliate, (c) the consolidation or merger of such
affiliate with or into another entity, (d) a distribution in respect of any
such assets or (e) a voluntary or involuntary dissolution or winding up of
any such assets or such affiliate; or (v) there shall be a voluntary or
involuntary dissolution or winding up of the Company (each of the foregoing
events constituting, for purposes hereof, an "Asset Sale"), the Company shall
be deemed to have been liquidated and the Class B Preferred Member shall be
paid an amount equal to the Class B Preference Amount.

D. TERMS OF REDEMPTION. The redemption price of the
Membership Interest of the Class B Preferred Member under any subsection of
this Section 3.05 shall be equal to the Class B Preference Amount and shall
be paid by the Company in cash. The Company shall give notice by mail of
redemptions to the Class B Preferred Member at least five calendar days prior
to any date of redemption. Such notice (i) shall specify the date of
redemption, and (ii) shall be addressed to the Class B Preferred Member at
such member's address as shown on the records of the Company.

If the Company deposits, on or prior to any date fixed for
redemption of the Class B Preferred Shares, with any bank or trust company
having capital and surplus of at least $50,000,000 as a trust fund, an amount
equal to the Class B Preference Amount with instructions and authority to
such bank or trust company to pay the Class B Preference Amount on or after
the date fixed for redemption or prior thereto, then, upon the surrender of
any certificates (or other evidence of the issuance of the Class B Preferred
Shares), from and after the date of such deposit, and not withstanding that
the termination of the Membership Interest shall not have been memorialized
by an appropriate amendment to the governing instruments for the Company, the
Membership Interest of the Class B Preferred Member shall no longer be deemed
to be outstanding and all rights with respect thereto shall forthwith cease
and terminate, except only the rights of the Class B Preferred Member to
receive from such bank or trust company at any time after the date of such
deposit, the sum so deposited, without interest. Any funds so deposited and
unclaimed at the end of three years from such redemption date shall be
released or repaid to the Company, after which the Class B Preferred Member
shall be entitled to receive payment of the Class B Preference Amount only
from the Company.

Section 3.07 LIQUIDATING DISTRIBUTIONS. If the Company is
dissolved and (i) dissolution is not avoided under Section 5.01 and (ii) its
business is being liquidated in accordance with Minnesota Statutes, Section
322B.873, Subd. 1, the Company shall cease to carry on its business, except
to the extent necessary for the winding up of the business of the Company.
The Company shall thereafter be wound up and terminated as provided by the
Act. All tangible or intangible property of the Company, including money,
remaining after the discharge of the debts, obligations, and liabilities of
the Company shall be distributed to the Members as follows:

(a) unless theretofore distributed to the Class B Preferred
Member pursuant to Section 3.06 above, to the Class B Preferred Member an amount
equal to the Class B Preference Amount;

(b) unless theretofore distributed to the Class A Preferred
Member pursuant to Section 3.05 above, to the Class A Preferred Member an amount
equal to the Class A Preference Amount;

(d) to the Common Members in accordance with their Percentage
Interests.

Section 3.08 VOTING. Until the payment to the Class A Preferred
Member of the Class A Preference Amount, the Class A Preferred Member shall
be entitled to veto any action of the Members or the Board of Governors of
the Company affecting the rights and preferences applicable of the Class A
Preferred Shares. Until the payment to the Class B Preferred Member of the
Class B Preference Amount, the Class B Preferred Member shall be entitled to
veto any action of the Members or the Board of Governors of the Company
affecting the rights and preferences applicable of the Class B Preferred
Shares. Except as hereinbefore provided in this Section 3.08, the Class A
Preferred Member shall have no voting rights and the Common Members and the
Class B Preferred Member shall be entitled to vote on matters that are
subject to Member vote based on their Voting Interests.

Section 3.09 CAPITAL ACCOUNTS. A Capital Account shall be
established for each Member and shall be maintained in accordance with
Treasury Regulation Section 1.704-1(b). Any Member who shall receive any
Membership Interest in the Company or whose Membership Interest shall be
increased by means of the transfer to such Member of any financial interest
in the Company from another Member shall have a Capital Account that has been
appropriately adjusted to reflect such transfer. No interest shall be paid by
the Company on Capital Contributions or on balances in Members' Capital
Accounts.

Section 3.10 ADDITIONAL CAPITAL CONTRIBUTIONS. No Member shall
have any obligation to make additional capital contributions to the Company
or to fund, advance or loan monies that may be necessary to pay deficits, if
any, incurred by the Company during the term hereof. Members may make loans
to the Company from time to time, as authorized by the Board of Governors.
Any payment or transfer accepted by the Company from a Member which is not a
capital contribution complying with Section 3.01, including without
limitation, the loan evidenced by the Note, shall be deemed a loan and
neither shall be treated as a contribution to the capital of the Company for
any purpose hereunder, nor shall entitle such Member (as such) to any
increase in such Member's Percentage Interest. Any such loan shall be repaid
at such times and with such interest (at rates not to exceed the maximum
permitted by law) as the Board of Governors and the lending Member shall
reasonably agree.

ARTICLE IV
TAX MATTERS

Section 4.01 TAX CHARACTERIZATION AND RETURNS. The Members
acknowledge that the Company will be treated as a "partnership" for tax
purposes. Within 90 days after the end of each fiscal year, the Chief Manager
will cause to be delivered to each person who was a Member at any time during
such fiscal year a Form K-1 and such other information, if any, with respect
to the Company as may be necessary for the preparation of such Member's
federal or state income tax (or information) returns, including a statement
showing each Member's share of income, gain, or loss and credits for such
fiscal year for federal or state income tax purposes.

Section 4.02 ACCOUNTING DECISIONS. All decisions as to accounting
matters shall be made by a majority of the Board of Governors in its sole
discretion. A majority of the Board of Governors may make or revoke such
elections as may be allowed pursuant to the Code, including the election
referred to in Section 754 of the Code to adjust the basis of Company
property.

Section 4.03 TAX MATTERS PARTNER. The Board of Governors shall
designate a Member to act on behalf of the Company as the "tax matters
partner" within the meaning of Section 6231(a)(7) of the Code.

ARTICLE V
AGREEMENT TO AVOID DISSOLUTION

Section 5.01 DISSOLUTION AVOIDANCE CONSENT. Each Member agrees
that at the request of the Company and no later than 90 days after occurrence
of an event that terminates the continued membership of another Member in the
Company (including the events enumerated in Section 322B.80, Subd. 1, clause
(5) of the Act), each remaining Member shall consent to the continuation of
the Company as a legal entity without dissolution and to the continuation of
its business. The Members hereby consent to the continuation of the Company
as a legal entity without dissolution and to the continuation of its business
upon termination of the Membership Interest of the Preferred Members after
payment to the Preferred Member of their respective Preference Amounts.

Section 5.02 STATUS OF TERMINATED MEMBER IF DISSOLUTION IS
AVOIDED. If dissolution is avoided under 5.01, then the Member whose interest
has terminated loses all Governance Rights and will be considered merely an
assignee of the Financial Rights owned before the termination of Membership.

Section 5.03 NO OBLIGATION TO PURCHASE MEMBERSHIP INTEREST OF
TERMINATED MEMBERS. If dissolution is avoided under 5.01, neither the Company
nor the remaining Members shall be obligated to purchase the interest of the
Member whose interest was terminated.

ARTICLE VI
BUSINESS CONTINUATION AGREEMENT

Section 6.01 AGREEMENT TO CONTINUE BUSINESS. If one or more
Members fails to give the consent specified in Article V and the Company
dissolves as a result, each Member agrees that the Company and the Members
shall have the right to transfer the Company's assets and business to a
successor limited liability company and to continue its business in such
successor as provided in Section 6.02.

Section 6.02 PROCEDURES TO TRANSFER AND CONTINUE BUSINESS.
Following dissolution in the circumstances described in Section 6.01, the
Board shall organize a new limited liability company (the "Successor") under
the Act and shall prepare a plan of merger pursuant to which the Company
would be merged into the Successor, which would be the surviving company, and
the Membership interests of the Members in the Company would be converted
into membership interests in the Successor having substantially identical
terms. If approved by the Members of the Company (including Members voting
pursuant to Section 322B.306, Subd. 3, clause (2) of the Act), such merger
shall be promptly effected in accordance with law. Each Member agrees to
waive dissenters' rights with respect to such Merger. If, notwithstanding the
agreement in the previous sentence, a Member asserts dissenters' rights with
respect to the merger, such rights are subject to the limitations and offsets
provided by Section 322B.873, Subd. 3, of the Act.

ARTICLE VII
TRANSFERS OF INTERESTS

Section 7.01 TRANSFERS. A Member may assign the Member's full
Membership Interest only by assigning all of the Member's Governance Rights
coupled with a simultaneous assignment to the same assignee of all of the
Member's Financial Rights. A Member's Governance Rights may be assigned,
without the consent of any other Member, in whole or in part, to another
person already a Member at the time of the assignment. Any other assignment
of any Governance Rights is effective only if (i) all the Members, other than
the Member seeking to make the assignment, approve the assignment by
unanimous written consent, which consent may be given or withheld,
conditioned or delayed as the remaining Members may determine in their sole
discretion, and (ii) if the assignee executes this Agreement as amended to
reflect such assignee's interest in the Company and any other instrument or
instruments that the Board may deem necessary or desirable to effect such
assignment. Subject to the terms of any option, call or similar agreement
made between Members or with the Company, a Member's Financial Rights may be
transferred, in whole or in part, without the consent of the Board of
Governors.

ARTICLE VIII
AMENDMENTS

Section 8.01 AMENDMENT OF AGREEMENT. No change, modification or

amendment of this Agreement shall be valid or binding unless such change,
modification or amendment shall be in writing signed by 66% of the Voting
Interests, provided that in no event may this Agreement be amended to provide
for less than unanimous consent to avoid dissolution under Section 5.01.

Section 8.02 PREFERRED INTERESTS. So long as the Class A Preference
Amount has not been paid in full to the Class A Preferred Member, no change,
modification, or amendment of this Agreement which affects the rights or
preferences of the Class A Preferred Shares or any other term hereof
applicable to the Class A Preferred Member shall be valid unless such change,
modification or amendment shall be in writing signed by the Class A Preferred
Member. So long as the Class B Preference Amount has not been paid in full to
the Class B Preferred Member, no change, modification, or amendment of this
Agreement which affects the rights or preferences of the Class B Preferred
Shares or any other term hereof applicable to the Class B Preferred Member
shall be valid unless such change, modification or amendment shall be in
writing signed by the Class B Preferred Member.

ARTICLE IX
MISCELLANEOUS

Section 9.01 GOVERNING LAW. This Agreement and the rights of the
parties hereunder will be governed by, interpreted and enforced in accordance
with the laws of the State of Minnesota.

Section 9.02 BINDING EFFECT. This Agreement will be binding upon and
inure to the benefit of the Members, and their respective distributees,
successors and assigns.

Section 9.03 SEVERABILITY. If any provision of this Agreement is held
to be illegal, invalid or unenforceable under the present or future laws
effective during the term of this Agreement, such provision will be fully
severable. This Agreement will be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part of this
Agreement, and the remaining provisions of this Agreement will remain in full
force and effect and will not be affected by the illegal, invalid or
unenforceable provision or by its severance form this Agreement. Furthermore,
in lieu of such illegal, invalid or unenforceable provision, there will be
added automatically as a part of this Agreement a provision as similar in
terms to such illegal, invalid or unenforceable provision as may be possible
and be legal, valid and enforceable.

Section 9.04 MULTIPLE COUNTERPARTS. This Agreement may be executed in
several counterparts, each of which will be deemed an original but all of
which will constitute one and the same instrument. However, in making proof
hereof it will be necessary to produce only one copy hereof signed by the
party to be charged.

Section 9.05 ADDITIONAL DOCUMENTS AND ACTS. Each Member agrees to
execute and deliver such additional documents and instruments and to perform
such additional acts as may be necessary or appropriate to effectuate, carry
out and perform all of the

terms, provisions and conditions of this Agreement and the transactions
contemplated hereby.

Section 9.06 NO THIRD PARTY BENEFICIARY. This Agreement is made solely
and specifically among and for the benefit of the parties hereto, and their
respective heirs, administrators, successors and assigns, and no other person
will have any rights, interests or claims hereunder or be entitled to any
benefits under or on account of this Agreement as a third party beneficiary
or otherwise.

Section 9.07 NOTICES. Any notice to be given or to be served upon the
Company or any party hereto in connection with this Agreement must be in
writing and will be deemed to have been given and received when delivered to
the address specified by the party to receive the notice. Such notices will
be given to a Member at the address specified in the Company's Required
Records. Any Member or the Company may, at any time by giving five days'
prior written notice to the other Members and the Company, designate any
other address in substitution of the foregoing address to which such notice
will be given.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

/s/ Xxxxxxx XxXxxxx
------------------------------------
Xxxxxxx X. XxXxxxx

/s/ Xxxxxxx Xxxxx
------------------------------------
Xxxxxxx Xxxxx

Affinity Group Thrift Holding Corp.

By: /s/ Xxxxxxx Xxxxx
--------------------------------
Xxxxxxx Xxxxx, President

SCHEDULE A

Agreed Value
of Percentage
Name of Member Contribution Contribution Shares Interest Voting Interest
------------------------------ ----------------- ------------------- ---------- --------------- --------------------

Xxxxxxx Xxxxx $951 $951 951 95.1% 95.1%
Xxxxxxx X. XxXxxxx $ 49 $ 49 49 4.9% 4.9%

EXHIBIT B

CAPITAL NOTE
AFFINITY BANK HOLDINGS LLC

Dated: _________ $17,100,000.00

AFFINITY BANK HOLDINGS LLC (the "Company") promises to pay to
_______________________, or assigns (the "Payee") the principal sum of Seventeen
Million One Hundred Thousand and 00/100 Dollars ($17,100,000).

1. INTEREST. The Payee shall be entitled to receive interest from the
date hereof at the rate of eleven percent (11%) per annum on the principal
amount of this Note outstanding from time to time. Interest shall be paid at
such times as declared by the board of directors of the Company. Interest not
paid shall accumulate and shall be compounded annually until paid. All interest
accumulated under this section shall be paid in full before any distribution is
paid or declared to any member of the Company. If not earlier paid, all accrued
and theretofore unpaid interest shall be paid on the Maturity Date. The Company
shall pay interest on overdue principal and on overdue interest (to the full
extent permitted by law) at a rate equal to fifteen percent (15%) per annum.

2. PRINCIPAL. The Payee shall be entitled to receive the principal
amount of this Note on the Maturity Date.

3. LIQUIDATION PREFERENCE. In the event of any voluntary dissolution,
liquidation, partial liquidation or winding up of the Company, after due payment
or provision for payment of the other debts and other liabilities of the
Company, the Payee shall be entitled to receive from the net assets an amount
(the "Liquidation Payment") equal to interest accumulated and unpaid pursuant to
Section 1 above plus the principal amount hereof, before any distribution shall
be made to any member of the Company.

4. PRE-PAYMENT.

A. VOLUNTARY PRE-PAYMENT. The Company shall have the option of
prepaying this Note in whole or in part at any time and from time to time
without penalty or premium. All payments shall be applied first to accrued
interest and then to principal balances.

B. MANDATORY PRE-PAYMENT. The Company shall prepay the entire
principal balance of this Note and all interest accrued thereon (or, in the case
of a distribution pursuant to clause (v) of the definition of Asset Sale, the
amount of such distribution) contemporaneously with the closing of an Asset
Sale.

5. DEFAULTS AND REMEDIES. An "Event of Default" occurs if:

(a) the Company defaults in the payment of any principal,
interest or premium, if any, on the Note when the same becomes due and payable,
or otherwise fails to comply with any other provision of this Note and such
default is not cured within five business days after the occurrence thereof.

(b) the Company, pursuant to Title 11 of the U.S. Code or any
similar federal or state law for the relief of debtors as the same may be
amended from time to time, (i) commences a voluntary case or proceeding, (ii)
consents to the entry of an order for relief against it in an involuntary case
or proceeding, (iii) consents to the appointment of a receiver, trustee,
assignee, liquidator, sequestrator or similar official charged with maintaining
possession or control over property for one or more creditors, (iv) makes a
general assignment for the benefit of its creditors, or (v) generally does not
pay its debts when such debts become due or admits in writing its inability to
pay its debts generally.

If an Event of Default specified in subparagraph (a) above
occurs and is continuing, then the Payee may declare the principal of and
interest on the Note to be due and payable immediately. If an Event of Default
specified in subparagraph (b) above occurs and is continuing, the principal of,
and premium, if any, and interest on the Note shall IPSO FACTO become and be
immediately due and payable without any declaration or other act on the part of
the Payee. No course of dealing on the part of the Payee nor any delay or
failure on the part of the Payee to exercise any right shall operate as a waiver
of such right or otherwise prejudice the Payee's rights, powers and remedies. If
an Event of Default occurs, the Company will pay to the Payee all costs and
expenses, including but not limited to reasonable attorneys' fees, incurred by
the Payee in collecting any sums due on this Note or in otherwise enforcing any
of the Payee's rights, powers and remedies.

6. REGULATORY COMPLIANCE. Anything herein to the contrary
notwithstanding, the obligation of the Company to make payments of interest
shall be subject to the limitation that payments of interest shall not be
required to be made hereunder to the extent that payment thereof would
negatively impact the ability of Affinity Bank, a subsidiary of the Company, to
satisfy all regulatory capital requirements.

7. SENIORITY. The indebtedness evidenced by this Note, including all
principal, interest, premium, fees, costs and expenses payable by the Company
hereunder, shall be expressly junior and subordinate in right of payment to any
indebtedness of the Company for borrowed money which is designated as senior
indebtedness, whether secured or unsecured (the "Senior Debt"). No payment of
principal of or interest on this Note shall be made if the Company is in
default, or such payment would result in a default, with respect to the Senior
Debt. Upon any distribution of assets of the Company, upon dissolution,
winding-up, liquidation or reorganization of the Company, whether in bankruptcy,
insolvency or receivership proceedings, or upon an assignment for the benefit of
creditors, or any other marshalling of the assets and liabilities of the
Company, or otherwise, Senior Debt shall first be paid in full, or provision
made for such payment, in cash, before any payment is made on account of the
principal of and interest on this Note.

8. MISCELLANEOUS.

As used herein, the following terms shall have the meanings given to
them hereinbelow:

"Maturity Date" means the fifteenth anniversary of the date thereof or
such earlier date on which the principal balance of this Note shall become due
and payable by the terms hereof, by acceleration or otherwise.

"Asset Sale" means: (i) a voluntary or involuntary dissolution or
winding up of the Company; (ii) any capital reorganization or reclassification
of the membership interests of the

Company or consolidation or merger of the Company with or into another
entity; (iii) a sale of a material amount of assets of the Company (including
shares of stock of any entity owned by the Company) to an unaffiliated entity
(other than sales of mortgage loans and similar assets of the Company in the
ordinary course of business); (iv) if theretofore transferred to an
affiliate, (a) a sale of such assets by such affiliate to an unaffiliated
entity, (b) a capital reorganization or reclassification of the ownership of
such affiliate, (c) the consolidation or merger of such affiliate with or
into another entity, (d) a distribution in respect of any such assets or (e)
a voluntary or involuntary dissolution or winding up of any such assets or
such affiliate; or (v) the declaration by the Company of any distribution in
respect of its membership interests.

This Note is a contract made under the laws of the state of California
and the rights and obligations of the Company and the Payee shall be construed,
interpreted and enforced under the laws of such state.

This Note has not been registered under the Securities Act of 1933, as
amended, or the securities laws of the State of California, or any other state.
This note may not be sold, transferred or otherwise disposed of except pursuant
to an effective registration statement or appropriate exemption from
registration under the foregoing laws. Accordingly, this Note may not be sold,
transferred or otherwise disposed of without (i) the opinion of counsel
satisfactory to the Company that such transfer may lawfully be made without
registration under the Federal Securities Act of 1933 and the securities laws of
the State of California or any other applicable state securities laws; or (ii)
such registration. This legend represents a restriction on transferability of
this Note.

IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed as of the date first written above.

AFFINITY BANK HOLDINGS LLC

By:______________________________
Name:
Title:

EXHIBIT C

SENIOR NOTE
AFFINITY BANK HOLDINGS LLC

Dated: ____________, 1999
$9,000,000.00

AFFINITY BANK HOLDINGS LLC (the "Company") promises to pay to the
Xxxxxxx Xxxxx Living Trust u/t/a dated September 15,1997 or assigns (the
"Payee") the principal sum of Nine Million and 00/100 Dollars ($9,000,000).

1. INTEREST. The Payee shall be entitled to receive interest at the
rate of ten and three-eighths percent (10 3/8%) per annum on the principal
amount of this Note outstanding from time to time. Interest shall be paid
quarterly in arrears on the last day of April, July, October and January.
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months. If not earlier paid, all accrued and theretofore unpaid interest shall
be paid on the Maturity Date. The Company shall pay interest on overdue
principal and on overdue interest (to the full extent permitted by law) at a
rate equal to fourteen and three-eighths percent (14 3/8%) per annum.

2. PRINCIPAL. The Payee shall be entitled to receive the principal
amount of this Note on the Maturity Date.

3. PRE-PAYMENT.

4. DEFAULTS AND REMEDIES. An "Event of Default" occurs if:

(a) the Company defaults in the payment of any principal,
interest or premium, if any, on the Note when the same becomes due and
payable, or otherwise fails to comply with any other provision of this Note
and such default is not cured within five business days after the occurrence
thereof.

control over property for one or more creditors, (iv) makes a general
assignment for the benefit of its creditors, or (v) generally does not pay
its debts when such debts become due or admits in writing its inability to
pay its debts generally.

5. REGULATORY COMPLIANCE. Anything herein to the contrary
notwithstanding, the obligation of the Company to make payments of interest
shall be subject to the limitation that payments of interest shall not be
required to be made hereunder to the extent that payment thereof would
negatively impact the ability of Affinity Bank, a subsidiary of the Company, to
satisfy all regulatory capital requirements.

6. SENIORITY. The indebtedness evidenced by this Note, including all
principal, interest, premium, fees, costs and expenses payable by the Company
hereunder, shall be expressly senior and prior in right of payment to all other
indebtedness of the Company for borrowed money. The Company agrees not to incur
any indebtedness for borrowed money unless the Company and such lender have
entered into a subordination agreement in form and substance acceptable to the
Payee.

7. MISCELLANEOUS.

As used herein, the following terms shall have the meanings given to
them herein below:

"Maturity Date" means April 2, 2007 or such earlier date on which the
principal balance of this Note shall become due and payable by the terms hereof,
by acceleration or otherwise.

"Asset Sale" means (i) a voluntary or involuntary dissolution or
winding up of the Company; (ii) any capital reorganization or reclassification
of the membership interests of the Company or consolidation or merger of the
Company with or into another entity; (iii) a sale of a material amount of assets
of the Company (including shares of stock of any entity owned by the Company) to
an unaffiliated entity (other than sales of mortgage loans and similar assets of
the Company in the ordinary course of business); (iv) if theretofore transferred
to an affiliate, (a) a sale of such assets by such affiliate to an unaffiliated
entity, (b) a capital reorganization or reclassification of the ownership of
such affiliate, (c) the consolidation or merger of such affiliate with or into
another entity, (d) a distribution in respect of any such assets or (e) a
voluntary or involuntary dissolution or winding up of any such assets or such
affiliate; or (v) the declaration by the Company of any distribution in respect
of its membership interests.

IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed as of the date first written above.

AFFINITY BANK HOLDINGS LLC

By:______________________________
Name: Xxxxxxx XxXxxxx
Title: President

Document Metadata

Table of Contents

MEMBER CONTROL AGREEMENT OF AFFINITY BANK HOLDINGS LLC

Document Metadata