WRITTEN POLICY. The draft policy defines the scope of INVEST activities.

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1 WRITTEN POLICY Your Bank's Board of Directors must adopt a written policy addressing the scope of the activities of INVEST within the Bank, as well as the procedures your Bank intends to use for monitoring INVEST compliance with the Interagency Statement. The written policy and procedures must address the scope of activities, define compliance procedures, and outline how the bank will monitor the activities of the third party vendor. Written policy. Attached is a draft policy for the consideration of the Bank's Board of Directors. This draft policy can be adopted as drafted or modified as necessary to meet the needs of the Bank. Define INVEST Scope of Activities. The draft policy defines the scope of INVEST activities. Define INVEST Compliance Procedures. INVEST is a member of the Financial Industry Regulatory Authority ("FINRA") and must comply with the FINRA rules that are designed to protect customers and create industry standards for fairness. The FINRA rules and the compliance manual in the possession of the registered representative define INVEST compliance procedures. Define the Monitoring Procedure of the Bank. The draft policy defines the monitoring procedure of the Bank, for review of INVEST sales program conducted within the Bank and review of compliance procedures by INVEST. Also enclosed is a draft audit policy for your consideration. EXPANSION OF STRATEGIC PLAN Your Bank's Strategic Plan should address sales of securities in the Bank's premise. Bank regulators have indicated that this is a requirement for national banks. This section contains a draft modification of your strategic plan.

2 BANK POLICY OF BANK NAME ("Bank") FORWARD. The federal banking regulators, including the primary federal regulator of Bank, have adopted the Interagency Statement on Retail Sales of Non-deposit Investment Products dated February 15, 1994 ("Interagency Statement"). This policy is adopted to assure compliance with the Interagency Statement and other regulatory policies and rules, and to assure compliance with the terms of the Subscriber Agreement between Bank and INVEST Financial Corporation and INVEST Financial Corporation Insurance Agencies (collectively referred to as "INVEST"). Questions regarding the interpretation of this policy and the procedures set forth herein should be addressed to the officer of the Bank charged with monitoring the activities of INVEST and its registered representative for compliance with the Subscriber Agreement and the Interagency Statement. As of the adoption of this policy, the designated officer is.(name) STATEMENT OF RISKS ASSOCIATED WITH SALES PROGRAM. INVEST is a separate entity, unaffiliated with Bank. INVEST does not sell proprietary funds of the Bank, and generally does not maintain discretionary accounts (unless in an Investment Advisory manner). The office of INVEST is distinct from the Bank's operation, with signs indicating the separate nature of the operation. All clients of INVEST doing business in the office located in the Bank will be asked to sign a document stating their understanding of the separation between the Bank and INVEST. The greatest concern for risk is the possible confusion by customers as to the nature of the product purchased or the possible confusion as to whether the product or service is offered by the Bank. Customers may become confused as to the nature of products purchased, the entity offering the products, insurance coverage on the products, and the investment risk of the products. Bank requires INVEST to provide written and oral statements that the products are not FDIC insured under the Bank's policy, and are not obligations or deposits of Bank, and are not guaranteed by Bank, and are subject to risk of loss of principal. These statements must be set forth in advertisements, promotional materials, and made orally in sales presentations. It is the duty of INVEST and the Bank to assure that customers are not confused. The Board recognizes that other associated risks include risks of customers being dissatisfied with services offered by a third party marketer and the regulatory risks associated with the program. The scope and level of detail of the Bank's policy and procedures reflect the Bank's involvement in the sale or recommendation of non-deposit investment products. Bank's policies and procedures reflect the minimum involvement of Bank in the sales program of INVEST. INVEST is a separate company, unaffiliated with the Bank. INVEST does not sell proprietary products, developed either by itself or by the bank.

3 GUIDELINES TO LIMIT RISKS The Board of Directors of the Bank adopts the following Guidelines to limit the risks associated with the offering of non-deposit investment products on the Bank's premises. The Board has determined that use of an outside entity to engage in the sale of non-deposit investment products is permissible under applicable regulatory provisions. Use of an outside entity will reduce the risk of customer confusion and regulatory concern. Entity Providing Services. Bank will lease office space to a reputable third party marketer ("TPM") of securities. Bank will conduct a due diligence review prior to entering into an agreement with a TPM. The TPM will not be controlled by the Bank. The TPM will not offer proprietary funds of the Bank, and will not generally hold discretionary authority for customers. The TPM will not engage in market making or the sale of securities from inventory. Nature of the Office Space Provided. The office space provided to the TPM will be separated both physically (as allowed by the size and design of the Bank s building) and by appropriate signage. Monitoring of TPM. Bank will monitor the TPM to determine whether the TPM is complying with the terms and conditions of the Subscriber Agreement. Bank will appoint an officer, who is not involved in the retail sale of non-deposit investment products, to monitor the program of the TPM, to determine whether the TPM is complying with the terms and conditions of the Subscriber Agreement, and to the duties set forth in this Policy. The Compliance Officer shall report to senior management of the Bank, if the officer is not in senior management. Either the Compliance Officer or Senior management shall report to the board. Monitoring of Customer Satisfaction. Bank will have an ongoing program to monitor customer satisfaction with the performance of the TPM. This program will include review of any customer complaints received by the TPM or the Bank, relating to the activities of the TPM on the Bank's premises. Regulatory Risk. Bank will address regulatory risk of the program by compliance with the requirements of the Interagency Statement and other policies and rules of regulators. SUMMARY OF POLICIES AND PROCEDURES Pursuant to the Interagency Statement, Bank adopts these policies and procedures regarding the lease of space to INVEST and for monitoring compliance by INVEST with the Subscriber Agreement and the Interagency Statement. Bank has designated a Compliance Officer, as set forth above, to monitor activities and report to senior management or the Board of Directors. The Compliance Officer is charged with gathering and reviewing reports and information regarding the INVEST program to assess compliance with the Subscriber Agreement and these policies and procedures, as well as monitoring compliance by Bank employees. The policies and procedures are intended to assure Bank employees will inform customers of the nature of investment products (as compared to Bank products), and to assure customers are informed of the separation between the INVEST and the Bank. Non-registered Bank employees are prohibited from engaging in certain activities regarding nondeposit investment products, including providing product recommendations,

4 distributing investment sales material (except under specific situations outlined below), or otherwise being involved in sales of securities. This Bank does not sell non-deposit investment products. This Bank does not recommend any of the specific products offered by INVEST. INVEST is a separate unaffiliated company, which leases space from the Bank. The products of INVEST are not insured under the Bank's FDIC insurance, are not deposits or obligations of Bank, or guaranteed by Bank, and are subject to investment risks including possible loss of principal amount invested. The Subscriber Agreement between Bank and INVEST, as well as the Interagency Statement, require the Bank to conduct certain minimum monitoring of the sales and compliance programs of INVEST. The purpose of this policy is to assure separation of the INVEST operation, assure proper disclosures, and to establish the procedures for monitoring the sales and compliance programs of INVEST. SELECTION OF INVESTMENT CENTER The Bank has reviewed the sales program, experience, and compliance history of INVEST. The Bank has determined that leasing space to INVEST for the operation of a securities and investment office is an appropriate activity of the Bank. DISCLOSURES TO BANK PERSONNEL It is the policy of the Bank to inform each of its directors, officers and employees of their obligations concerning the services of INVEST. INVEST is not affiliated with nor commonly owned by the Bank. The only relationship is pursuant to the Subscriber Agreement entered into between the Bank and the INVEST. Bank officers, directors, and employees will be informed of the limits of their authorities under the Subscriber Agreement. The Bank will communicate the contents of this policy to the employees, officers, and directors of the Bank as often as is necessary to maintain the clear understanding of this policy. The employees, officers, and directors of the Bank, and the representative of INVEST are responsible for communicating the distinction between INVEST and Bank to the customers of the Bank. SERVICES OF INVESTMENT CENTER INVEST has supervisory responsibility over the registered representative who is located in the Bank. INVEST is responsible for the representative s supervision and training as pertains to the sale of non-deposit investment products. The representative will supply investment advice to the clients of INVEST, which may include customers of the Bank. Therefore, it is important that these customers understand the relationship and separation between the Bank and the INVEST. The employees, officers, and directors of the Bank must insure that the customers of the Bank understand that INVEST is a separate entity, unaffiliated with the Bank. The Bank does not recommend any specific investment product offered by INVEST. Under the Subscriber Agreement, INVEST will determine the specific types of investment products to be offered at the space leased from the Bank.

5 While the Bank does not control the types of investment products being offered, the Bank has required INVEST to obtain proper licensure for the products being sold, and does require that INVEST conduct its business pursuant to all applicable state and federal laws and regulations. The Bank has reviewed the product selection process used by INVEST, and understands the same. Bank maintains a copy of the current selection process of INVEST on file. INVEST is subject to regulation by state and federal regulators. Although Bank employees are not similarly skilled or regulated as to the investments offered by INVEST, any suspected violation of state or federal law must be reported to the compliance officer or senior management of the Bank. COMPLIANCE BY BANK EMPLOYEES Employees, officers, and directors shall preserve the separation between the INVEST and the Bank. Employees, officers, and directors shall not allow any product of INVEST to be confused with any product of the Bank. Products of INVEST are not insured under the Bank's Federal Deposit Insurance Corporation (FDIC) coverage, are not obligations or deposits of the Bank, are not guaranteed by the Bank, and may be subject to investment risk, including loss of principal amount invested. Employees, officers, and directors shall comply with the following restrictions and requirements: Any marketing or promotion of non-deposit investments must be made with the minimum disclosures required (i.e. not FDIC insured, not obligation of, deposit of, or guaranteed by Bank, and subject to investment risk including loss of principal amount invested), to the extent and when required by the Interagency Statement. Non-registered Bank employees may refer customers to INVEST. However, such referrals shall be made without recommendation concerning any specific products. Confidential customer information held by the Bank may not be released to the representative of INVEST except as is consistent with the Bank s privacy policy. Confidential regulatory information regarding the condition of the Bank, results of examinations, or other confidential information may not be released to non-bank personnel. Bank will share with INVEST, subject to applicable restrictions, sufficient information to allow INVEST to modify its program to comply with regulatory requirements. COMPLIANCE BY BANK MINISTERIAL EMPLOYEES Part of the lease payment from INVEST is to compensate the Bank for use of one or more Bank employees to assist in answering the phone, scheduling appointments, and clerical duties. This person will be assigned to perform such tasks during a designated portion of the workday. Neither this ministerial employee, nor any non-registered Bank employee may engage in prohibited activities. Prohibited activities include: Recommending or selling securities or insurance products if the person is not licensed and registered. However, the ministerial employee may assist in general advertising or promotional projects, including mailing or of INVEST approved marketing collateral.

6 Receiving commissions or payments based upon the sale of securities or insurance products, except if the person holds appropriate licensure and registration. Accepting any order to effect a securities transaction if the person is not licensed and registered. MONITORING AND COMPLIANCE PROCEDURES The Bank will have a program independent from the sales and compliance programs of INVEST, to monitor the sales and compliance programs of INVEST to assure compliance with the Subscriber Agreement, and fulfill the duties of the Bank under the Interagency Statement. The Bank hereby adopts the following compliance procedures: The Compliance Officer will verify that all Bank officers and employees have been informed of the Bank's policy concerning INVEST. The Compliance Officer shall obtain from INVEST a copy of each compliance audit completed by INVEST, together with periodic compliance updates. The Compliance Officer and/or senior management shall report such information to the Board of Directors. The Compliance Officer will open and maintain a separate customer complaint file regarding the INVEST operation, and will maintain a copy of each customer complaint pertaining to the office in the Bank (whether received by INVEST or by the Bank), together with a record of disposition of the complaint. The Compliance Officer will monitor advertising to determine whether required disclosures are made. Any advertisement or marketing material which mention a specific non-deposit product or which mention a product group should contain the disclosure required under the Interagency Statement, and will clearly identify INVEST Financial Corporation, as the securities broker/dealer or the responsible insurance agency or company. The Compliance Officer will review reports supplied by INVEST, together with customer complaints and other records available to the Bank, for the purpose to determine compliance with the Subscriber Agreement and the Interagency Statement, and report such information to senior management and/or the Board of Directors. The Compliance Officer will review the relationship with INVEST on an annual basis to determine whether, based upon customer complaints and other information, INVEST is in compliance with the terms of the Subscriber Agreement. The Compliance Officer will request access to the records and customer files maintained by INVEST, as is necessary to investigate a suspected violation of the Subscriber agreement, based upon a customer complaint or through other sources, and for the purpose of monitoring compliance, or as directed by regulators of the Bank. DUAL EMPLOYEE

7 If the Bank supplies a "Dual Employee", the Dual Employee will act as a registered/licensed representative of INVEST for all sales of non-deposit investment products. The Dual Employee, while providing services for INVEST, will act under the sole control and supervision of INVEST. INVEST will be solely responsible for the training of the Dual Employee as pertains to the sale of nondeposit investment products. The Dual Employee will not perform any duties or responsibilities relating to traditional banking services for the Bank except as directed by senior management of the Bank. If duties and responsibilities pertaining to the Bank are delegated to the Dual Employee, such duties and responsibilities shall not be performed in the space leased to INVEST. The Dual Employee will supply investment services to the clients of INVEST, which may include customers of the Bank. Therefore, it is essential that these customers understand the relationship and separation between the Bank and INVEST. This policy having been duly adopted by resolution of the Board of Directors of Bank on the date set forth below. Date: Bank Name By: Its Secretary