# O

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| ## Comptroller of the Currency                                        |
|                                                                       |
| > Administrator of National Banks                                     |
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Washington, D.C.

December 27, 2005 **Corporate Decision #2006-02**

**January 2006**

Mr. Thomas C. Blank

Counsel

Shumaker, Loop & Kendrick, LLP

North Courthouse Square\
1000 Jackson

Toledo, Ohio 43624-1573

##### Re: Notice of Change in Bank Control

#####  The Private Trust Company, National Association, Cleveland, Ohio.

####  Application Control Number: 2005-CE-11-001

Dear Mr. Blank:

The Comptroller of the Currency (OCC) has reviewed and evaluated the
subject Notice of Change in Control involving The Private Trust Company,
National Association, Cleveland, Ohio. This letter is to convey our
intent not to disapprove the proposed change in bank control. [^1] The
OCC has determined the regulatory factors it is required to consider
under the Change in Bank Control Act are consistent with this decision.

Our decision was based upon a thorough review of all information
available, including representations and commitments made in the Notice
and subsequent correspondence and communications, and Agreements with BD
Investment Holdings, Inc., Hellman & Friedman Capital Partners V, L.P.,
Hellman & Friedman Capital Partners V (Parallel), L.P., Hellman &
Friedman Investors, V, LLC, TPG Partners IV, L.P., TPG Genpar IV, L.P.
and TPG Advisors IV, Inc. and its representatives, both written and
verbal.

The date of consummation of this change in control must be provided to
the Central District Office Licensing Division within 10 days after
consummation. The transaction must be consummated as proposed in the
Notice. If any of the terms, conditions, or parties to the transaction
described in the Notice change, the OCC must be informed in writing
prior to consummation to determine if any additional
action/reconsideration is required. In such

situations, the OCC reserves the right to require submission of an
amended or new Notice of Change in Bank Control.

Mr. Thomas C. Blank

Shumaker, Loop & Kendrick, LLP

2005-CE-11-001

Page 2

In addition, unless an extension is granted, the transaction must be
consummated within six months of the date of this letter. Failure to
consummate within six months or an approved

extended time period granted by the OCC will cause our decision to lapse
and require the filing of a new notice by the acquiring party and the
appropriate filing fee if the acquirer wishes to proceed with the change
in bank control.

You are reminded that the OCC requires pushdown purchase accounting for
a change in control of at least 95 percent of the voting stock of a
bank. Under pushdown accounting, when a bank is acquired, yet retains
its separate corporate existence, the assets and liabilities of the
acquired bank are restated to their fair values as of the acquisition
date. Those values, including any goodwill, are reflected in the
financial statement of the parent and the acquired bank.

The OCC poses no objection to the following persons serving as directors
of The Private Trust Company, National Association, as proposed in the
Notice.

> Steven Mark Black Director
>
> Esther Marion Stearns Director

The results of the background checks requested by the OCC have not all
been received yet. Although we have decided not to delay action pending
receipt of those responses, this Office may consider remedies available
to us under the Change in Bank Control Act or other statutes, if adverse
or previously withheld information is received.

These decisions noted above, and the activities and communications by
OCC employees in connection with the filing, do not constitute a
contract, express or implied, or any other obligation binding upon the
OCC, the United States, any agency or entity of the United States, or
any officer or employee of the United States, and do not affect the
ability of the OCC to exercise its supervisory, regulatory and
examination authorities under applicable laws and regulations. The
foregoing may not be waived or modified by any employee or agent of the
OCC or the United States.

All correspondence regarding this Notice should reference the
application control number. If you have any questions concerning this
letter, please contact Director for District Licensing Dave Rogers in
our Central District Office at (312) 360-8863.

Sincerely,

/s/ Lawrence E. Beard

Lawrence E. Beard

Deputy Comptroller for Licensing

AGREEMENT BY AND BETWEEN

**BD Investment Holdings, Inc., Hellman & Friedman Capital Partners V,
L.P., Hellman & Friedman Capital Partners V (Parallel), L.P., Hellman &
Friedman Investors V, LLC, TPG Partners IV, L.P., TPG Genpar IV, L.P.,
TPG Advisors IV, Inc.\
**

**and**

**The Office of the Comptroller of the Currency**

**WHEREAS**, pursuant to 12 C.F.R. § 5.50, any person seeking to acquire
control of a national bank shall provide 60 days prior notice of a
change in control to the Office of the Comptroller of the Currency
("OCC");

**WHEREAS**, BD Investment Holdings, Inc. ("BDIH"), an entity organized
under the laws of Delaware, and Hellman & Friedman Capital Partners V,
L.P., Hellman & Friedman Capital Partners V (Parallel), L.P., Hellman &
Friedman Investors V, LLC, TPG Partners IV, L.P., TPG Genpar IV, L.P.,
TPG Advisors IV, Inc. (the "investment affiliates"), have submitted a
notice ("Change in Control Notice") to the OCC to acquire control of The
Private Trust Company, N.A., Cleveland, Ohio (the "Bank");

**WHEREAS**, BDIH intends to acquire, through its wholly owned
subsidiary, BD Acquisition, Inc., one hundred percent (100%) of LPL
Holdings, Inc. ("LPL") and, thereby, acquire control of the Bank, which
is a national bank chartered by the OCC and wholly-owned by PTC
Holdings, Inc., which is wholly-owned by LPL;

**WHEREAS**, BDIH, its investment affiliates and the OCC seek to ensure
that the Bank operates in a safe and sound manner and in accordance with
all applicable laws, rules, and regulations;

**WHEREAS**, BDIH, its investment affiliates and the OCC seek to enter
into an agreement outlining the measures that BDIH and its investment
affiliates will take to ensure that the Bank will operate in a safe and
sound manner and in accordance with all applicable laws, rules, and
regulations;

**NOW, THEREFORE**, in consideration of the above premises, the OCC and
BDIH and its investment affiliates, by and through their duly elected
representatives, agree as follows ("Agreement"):

**ARTICLE I**

[JURISDICTION]{.underline}

\(1\) BDIH and its investment affiliates are "institution-affiliated
parties" ("IAPs") of the Bank within the meaning of 12 U.S.C.
§ 1813(u)(1).

\(2\) This Agreement shall be construed to be a "written agreement
entered into with the agency" within the meaning of 12 U.S.C.
§ 1818(b)(1).

\(3\) This Agreement shall be construed to be a "written agreement"
within the meaning of 12 U.S.C. § 1818(u)(1)(A).

\(4\) All correspondence related to this Agreement, and any information,
documentation, reports, plans and/or other written submissions which
BDIH and its investment affiliates have agreed to submit pursuant to
this Agreement shall be forwarded, by overnight mail, to:

Assistant Deputy Comptroller

Cleveland Field Office

3 Summit Park Drive, Suite 530

Independence, Ohio 44131

(5) The OCC may, by thirty (30) days written notice, change the OCC's
    designated recipients listed in paragraph (4) of this Article.

(6) BDIH and its investment affiliates shall designate and maintain for
    the term of this Agreement

David Spuria\
General Counsel\
Texas Pacific Group\
301 Commerce Street, Suite 3300\
Fort Worth, Texas 76102

and

Arrie Park\
General Counsel\
Hellman & Friedman LLC\
1 Maritime Plaza, 12th Floor

> San Francisco, CA 94111

as its agent for service of process in the United States, and BDIH and
its investment affiliates shall, at all times, be subject to service of
process at Texas Pacific Group's and Hellman & Friedman's main office
location.

**ARTICLE II**

[OPERATING AGREEMENT]{.underline}

\(1\) No later than one (1) business day after BDIH and its investment
affiliates acquire control of the Bank, BDIH and its investment
affiliates shall cause the Bank and LPL to enter into a written
agreement with the OCC ("Operating Agreement"), in the form attached
hereto as Appendix A. After the Bank and LPL enter into the Operating
Agreement with the OCC, BDIH and its investment affiliates shall take
all necessary corporate actions to cause the Bank and LPL to implement
and comply with the Operating Agreement.

**ARTICLE III**

[CAPITAL ASSURANCE AND LIQUIDITY MAINTENANCE AGREEMENT]{.underline}

\(1\) No later than six (6) business days after BDIH and its investment
affiliates acquire control of the Bank, BDIH and its investment
affiliates shall cause LPL to execute a Capital Assurance and Liquidity
Maintenance Agreement ("CALMA") with the Bank, in a form acceptable to
the OCC. After execution of the CALMA, BDIH and its investment
affiliates will take all necessary corporate actions to cause LPL and
the Bank to comply with the CALMA.

\(2\) At all times while the CALMA is in effect, BDIH and its investment
affiliates shall not cause LPL to pay dividends to BDIH or its
investment affiliates if such dividend payments would cause LPL's total
stockholder's equity to fall below \$217 million.

\(3\) BDIH and its investment affiliates shall notify the Bank and the
OCC in writing within five (5) calendar days after discovery of any
material change(s) to the financial condition of LPL, which adversely
affects its ability to comply with its obligations under the CALMA. For
purposes of this Paragraph, "material" shall have the same meaning
accorded to that term in Securities and Exchange Commission Staff
Accounting Bulletin No. 99 on Materiality. [Provided]{.underline},
[however]{.underline}, that notification to the OCC pursuant to this
paragraph is required if LPL's total stockholder's equity falls below
\$217 million.

\(4\) BDIH and its investment affiliates shall notify the Bank and the
OCC in writing within five (5) calendar days after LPL fails to meet any
of its debt service requirements.

**ARTICLE IV**

[LETTER OF CREDIT]{.underline}

\(1\) No later than five (5) business days after BDIH and its investment
affiliates acquire control of the Bank, BDIH and its investment
affiliates shall cause LPL to establish and fund a pre-paid letter of
credit on behalf of the Bank. [Provided:]{.underline}

\(a\) the letter of credit shall be in an amount equal to \$10 million;

\(b\) the terms of the letter of credit shall provide that the Bank be
the sole beneficiary;

(c) BDIH shall at all times take any necessary corporate actions to
    cause LPL to provide that the letter of credit, or a renewed or
    replacement letter of credit on terms no less favorable to the Bank
    and on the same terms and conditions provided in this Article, is
    funded and maintained in place until such time that the letter of
    credit is drawn upon in full by the Bank;

(d) the letter of credit shall be issued by an insured depository
    institution acceptable to the OCC; and

\(e\) the letter of credit shall be irrevocable during its term; and
shall be on other terms acceptable to the OCC, such acceptance shall not
be unreasonably withheld.

\(2\) BDIH and its investment affiliates shall establish and fund a
pre-paid letter of credit on the same terms and conditions as set forth
in Article IV, Paragraph (1) of this Agreement if the letter of credit
provided by LPL is not renewed or replaced, or the Bank is unable to
draw down the funds from the letter of credit provided by LPL.

> **ARTICLE V**

[CONCLUDING PROVISIONS]{.underline}

\(1\) This Agreement shall become effective on the 27th day of December,
2005 ("effective date"), and shall remain in full force and effect until
such time as: (i) BDIH or any of its investment affiliates cease to own
or control the Bank for the purposes of 12 C.F.R. § 5.50; (ii) BDIH and
its investment affiliates cease to be IAPs of the Bank pursuant to 12
U.S.C. § 1813(u); or (iii) the OCC, in its sole discretion, elects to
terminate this Agreement and provides written notice to that effect.

\(2\) It is expressly understood that if, at any time, the OCC deems it
appropriate in fulfilling the responsibilities placed upon it by the
several laws of the United States of America to undertake any action
affecting the Bank nothing in this Agreement shall in any way inhibit,
estop, bar or otherwise prevent the OCC from so doing.

\(3\) Any time limitations imposed by this Agreement shall begin to run
from the effective date. Such time requirements may be extended in
writing by the OCC for good cause upon written application by BDIH and
its investment affiliates.

\(4\) This Agreement may be amended only by mutual consent of BDIH and
its investment affiliates and the OCC.

\(5\) This Agreement expressly does not form, and may not be construed
to form, a contract binding on the OCC or the United States.
Notwithstanding the absence of mutuality of obligation, or of
consideration, or of a contract, the OCC may enforce any of the
commitments or obligations herein undertaken by BDIH and its investment
affiliates under its supervisory powers, including 12 U.S.C.
§ 1818(b)(1), and not as a matter of contract law. BDIH and its
investment affiliates expressly acknowledge that neither BDIH and its
investment affiliates nor the OCC has any intention to enter into a
contract. BDIH and its investment affiliates also expressly acknowledge
that no OCC officer or employee has statutory or other authority to bind
the United States, the U.S. Treasury Department, the OCC, or any other
federal bank regulatory agency, or entity, or any officer or employee of
any of those entities to a contract affecting the OCC's exercise of its
supervisory responsibilities.

\(6\) This Agreement constitutes the entire agreement of the parties
with regard to the specific subject matter hereof and supersedes all
prior written and/or oral understandings between the parties.

\(7\) This Agreement may be executed in counterparts, each of which
shall be considered an original and all of which together shall
constitute one and the same instrument. Executed copies of this
Agreement may be delivered by facsimile transmission or other comparable
means.

\(8\) The headings and section references contained herein are included
solely for ease of reference and in no way shall limit, expand or
otherwise affect either the substance or construction of the terms and
conditions of this Agreement or the intent of the parties hereto.

**IN WITNESS WHEREOF**, the undersigned, authorized by the Comptroller,
has hereunto set his hand on behalf of the Comptroller.

Signed December 27, 2005

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Lance J. Ciroli Date

Assistant Deputy Comptroller

Cleveland Field Office

**IN WITNESS WHEREOF**, the undersigned, as a duly appointed and
authorized officer of BD Investment Holdings, Inc., has hereto set
his/her hand on behalf of BD Investment Holdings, Inc.

\_[signed]{.underline}\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
[12/27/05]{.underline}

John Viola Date

Vice President

**IN WITNESS WHEREOF**, the undersigned, as a duly appointed and
authorized officer of Hellman & Friedman Investors V, LLC, has hereto
set his/her hand on behalf of Hellman & Friedman Capital Partners V,
L.P.

\_\_
[signed]{.underline}\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
[12/27/05]{.underline}

Jeffrey Goldstein Date

Managing Director

**IN WITNESS WHEREOF**, the undersigned, as a duly appointed and
authorized officer of Hellman & Friedman Investors V, LLC, has hereto
set his/her hand on behalf of Hellman & Friedman Capital Partners V
(Parallel), L.P.

\_\_ [signed]{.underline}\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
[12/27/05]{.underline}

Jeffrey Goldstein Date

Managing Director

**IN WITNESS WHEREOF**, the undersigned, as a duly appointed and
authorized officer of Hellman & Friedman Investors V, LLC, has hereto
set his/her hand on behalf of Hellman & Friedman Investors V, LLC.

\_ [signed]{.underline}\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
[12/27/05]{.underline}

Jeffrey Goldstein Date

Managing Director

**IN WITNESS WHEREOF**, the undersigned, as a duly appointed and
authorized officer of TPG Advisors IV, Inc., the General Partner of TPG
GenPar IV, L.P., the General Partner of TPG Partners IV, L.P., has
hereto set his hand on behalf of TPG Partners IV, L.P.

\_\_[signed]{.underline}\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
[12/27/05]{.underline}

John Viola Date

Vice President

**IN WITNESS WHEREOF**, the undersigned, as a duly appointed and
authorized officer of TPG Advisors IV, Inc., the General Partner of TPG
GenPar IV, L.P., has hereto set his hand on behalf of TPG GenPar IV,
L.P.

\_\_ [signed]{.underline}\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
[12/27/05]{.underline}

John Viola Date

Vice President

**IN WITNESS WHEREOF**, the undersigned, as a duly appointed and
authorized officer of TPG Advisors IV, Inc., has hereto set his hand on
behalf of TPG Advisors IV, Inc.

\_ [signed]{.underline}\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
[12/27/05]{.underline}

John Viola Date

Vice President

[APPENDIX A]{.underline}

OPERATING AGREEMENT

**By and Between\
**

**The Private Trust Company, N.A., Cleveland, Ohio,**

**LPL Holdings, Inc., Boston, Massachusetts**

**and**

**The Office of the Comptroller of the Currency**

**WHEREAS**, pursuant to 12 C.F.R. § 5.50, any person seeking to acquire
control of a national bank shall provide sixty (60) days prior notice of
a change in control to the Office of the Comptroller of the Currency
("OCC");

**WHEREAS**, BD Investment Holdings, Inc. ("BDIH"), an entity organized
under the laws of Delaware, and Hellman & Friedman Capital Partners V,
L.P., Hellman & Friedman Capital Partners V (Parallel), L.P., Hellman &
Friedman Investors V, LLC, TPG Partners IV, L.P., TPG Genpar IV, L.P.,
TPG Advisors IV, Inc. (the "investment affiliates") submitted a notice
("Change in Control Notice") to the OCC to acquire control of The
Private Trust Company, N.A. (the "Bank"), a national bank chartered by
the OCC and wholly-owned directly by PTC Holdings, Inc. ("PTC Holdings")
and indirectly by LPL Holdings, Inc. ("LPL");

**WHEREAS**, the Bank and the OCC seek to ensure that the Bank operate
in a safe and sound manner, in accordance with all applicable laws,
rules and regulations;

**WHEREAS**, BDIH and the investment affiliates committed to certain
undertakings memorialized in an agreement entered into between BDIH and
the investment affiliates and the OCC on or about December 27, 2005;

**WHEREAS**, those undertakings specified, [inter]{.underline}
[alia]{.underline}, that after BDIH and the investment affiliates had
acquired control of the Bank, the Bank would operate in a safe and sound
manner, in accordance with all applicable laws, rules and regulations;

**WHEREAS**, on or about December 27, 2005, the OCC issued its
non-objection to the Change in Control Notice; and

**WHEREAS**, BDIH and its investment affiliates intend to acquire
control of LPL, thereby acquiring control of the Bank.

**NOW THEREFORE**, in consideration of the above premises, the OCC, by
and through it's authorized representative, the Bank, by and through its
duly elected Board of Directors ("Board"), and LPL, by and through its
duly elected Board of Directors ("LPL's Board"), agree as follows
("Agreement"):

**ARTICLE I**

[JURISDICTION\
]{.underline}

\(1\) LPL is an "institution-affiliated party" ("IAP") of the Bank
within the meaning of 12 U.S.C. § 1813(u)(1).

\(2\) This Agreement shall be construed to be a "written agreement
entered into with

the agency" within the meaning of 12 U.S.C. § 1818(b)(1) and 1818(e).

\(3\) This Agreement shall be construed to be a "written agreement
between such depository institution and such agency" within the meaning
of 12 U.S.C. §§ 1818(e)(1) and 1818(i)(2).

\(4\) By virtue of 12 U.S.C. § 1818(b)(5), all of the provisions of 12
U.S.C. § 1818 apply to the Bank.

\(5\) Pursuant to 12 C.F.R. § 5.3(g)(4), the Bank shall continue to be
an eligible bank for the purposes of 12 C.F.R. part 5 unless otherwise
informed in writing by the OCC.

\(6\) Pursuant to 12 C.F.R. § 5.51(c)(6)(ii), this Order shall not
subject the Bank to the requirements of 12 C.F.R. § 5.51 unless
otherwise informed in writing by the OCC.

\(7\) Pursuant to 12 C.F.R. § 359.1(f)(1)(ii)(C) and 12 C.F.R. §
5.51(c)(6)(ii), this Order shall not subject the Bank to the
requirements of 12 C.F.R. part 359 unless otherwise informed in writing
by the OCC.

\(8\) Pursuant to 12 C.F.R. § 24.2(e)(4), the Bank shall continue to be
an eligible bank for the purposes of 12 C.F.R. part 24 unless otherwise
informed in writing by the OCC.

\(9\) This Agreement shall not be construed to be a "written agreement,
order, or capital directive" within the meaning of 12 C.F.R. § 6.4.

\(10\) All correspondence related to this Agreement, and any
information, documentation, reports, plans or other written submissions
which the Bank or its Board have agreed to submit pursuant to this
Agreement shall be forwarded, by overnight mail, to:

Assistant Deputy Comptroller

Cleveland Field Office

3 Summit Park Drive, Suite 530

Independence, Ohio 44131

\(11\) The OCC may, by thirty (30) days written notice, change the OCC's
designated recipient listed in paragraph (10) of this Article.

##### ARTICLE II

#### [CAPITAL AND LIQUIDITY MAINTENANCE]{.underline}

\(1\) Effective seven (7) business days after the effective date of this
Agreement, the Bank shall at all times maintain minimum capital of: (a)
\$10 million in Tier 1 Capital, or such other higher amount as may be
required by the OCC pursuant to the exercise of its regulatory authority
under 12 C.F.R. Part 3, Subparts C or E.; or (b) in the event the Bank
is required to establish and fund a Liquidity Reserve Deposit Account
("LRD") pursuant to Article IV, paragraph (6) of this Agreement, the
minimum capital requirement established in (a) plus the amount of assets
deposited in the LRD Account.

\(2\) Effective five (5) business days after the effective date of this
Agreement the Bank shall at all times maintain an amount of Liquid
Assets, as that term is defined in Article XI that is at least equal to
the greater of (a) \$8 million; or (b) the Bank's projected operating
expenses for the next twenty-four (24) months plus any other expenses
that the Bank will incur within those twenty-four (24) months, which
shall be calculated annually based on the operating budget required to
be submitted pursuant to Article III of this Agreement, or more
frequently if directed to do so by the OCC.

\(3\) If, at any time, the Bank's Tier 1 Capital falls below the minimum
capital required under Paragraph (1) of this Article, or the Bank's
Liquid Assets fall below the amount required under Paragraph (2) of this
Article, then the Bank shall be deemed "undercapitalized," and the Bank
and LPL shall take such corrective measures as the OCC may direct from
among the provisions applicable to undercapitalized depository
institutions under 12 U.S.C. § 1831o(e) and 12 C.F.R. Part 6. For
purposes of this requirement, an action "necessary to carry out the
purpose of this section" under section 1831o(e)(5) shall include
restoration of the Bank's Tier 1 capital and/or liquid assets to the
required minimum levels, and any other action deemed advisable by the
OCC to address the Bank's Tier 1 capital or liquid asset deficiency or
the safety and soundness of its operations.

\(4\) Within five (5) business days from the effective date of this
Agreement, the Bank and LPL shall execute a Capital Assurance and
Liquidity Maintenance Agreement ("CALMA"), in a form to which the OCC
has no supervisory objection that, among other things, ensures: (i) the
maintenance of Tier 1 Capital in accordance with Paragraph (1) of this
Article; (ii) the maintenance of liquidity in accordance with Paragraph
(2) of this Article; and (iii) LPL's agreement to pledge all necessary
collateral, and/or provide all necessary security to guarantee LPL's
performance under the CALMA. Not later than three (3) days after the
Bank's Board and LPL's Board executes the CALMA, the Bank and LPL shall
provide the OCC with copies of : (i) the fully executed CALMA entered
into between the Bank and LPL; and (ii) the resolutions adopted by the
Bank's Board and LPL's Board evidencing their respective approvals and
authorizations to enter into and be bound by the CALMA.

\(5\) The Bank shall take all actions necessary to exercise its rights
and enforce the terms of the CALMA, if and when necessary. Any Bank
demand or request to LPL for compliance with the CALMA shall be in
writing, and the Bank shall provide the OCC with a copy of such written
demand or request within one (1) business day after delivery to LPL.

\(6\) The Bank shall notify the OCC in writing within one (1) business
day after the Bank discovers any breach or violation of the CALMA by
LPL, or the Bank determines that a future breach or violation by LPL is
probable.

\(7\) The Bank shall not modify, amend or terminate, nor agree or
consent to a modification, amendment or termination of a CALMA without
obtaining a prior written non-objection from the OCC.

\(8\) At all times while the CALMA is in effect, LPL shall not make
dividend payments to BDIH or its investment affiliates if such dividend
payments would cause LPL's total stockholder's equity to drop below
\$217 million.

\(9\) The Board and management of the Bank shall ensure that capital and
liquidity are adequate and that appropriate capital and liquidity
planning processes are in place. This shall include ensuring compliance
with the conditions set forth in this Agreement and considering ongoing
capital and liquidity needs. Failure to maintain adequate capital or
liquidity is an unsafe and unsound banking practice. In order to
evaluate capital and liquidity adequacy, management shall prepare, and
directors shall review, a quarterly capital and liquidity analysis
report.

\(10\) Board-approved capital and liquidity policies shall outline the
Board\'s philosophy and articulate responsibilities and expectations for
bank management in the day-to-day management of capital and liquidity.
Policies shall also define compliance limits, establish a regular
monitoring program, and include contingent liquidity and capital plans
that identify alternatives for meeting unanticipated needs. Management
and the Board shall refer to OCC Bulletin 2000-26, Supervision of
National Trust Banks for additional information on developing an
appropriate capital and liquidity program.

**ARTICLE III**

[STRATEGIC PLAN]{.underline}

1.  Within forty-five (45) days from the effective date of this
    Agreement, and annually thereafter, the Bank shall submit to the OCC
    a Board-adopted Strategic Plan covering at least a three (3) year
    period.

2.  The Strategic Plan shall include the following as a minimum:

    \(a\) a mission statement that forms the framework for the
    establishment of strategic goals and objectives;

    \(b\) an assessment of the Bank's current and future operating
    environment;

\(c\) identification of the Bank's short and long-term strategic goals,
and the present and future market segments, business and product lines
that the Bank will promote to achieve those goals;

\(d\) a detailed analysis of how the Bank intends to accomplish the
goals identified in (2)(c) of this Article, including executive
management responsibilities and target dates for achievement;

\(e\) an evaluation of the Bank's internal operations, staffing
requirements, Board and management information systems and policies and
procedures for their adequacy and contribution to the accomplishment of
the goals and objectives developed under (2)(c) of this Article;

\(f\) a financial forecast for the 3-year period covered by the
Strategic Plan, broken down on a monthly basis for the first year of the
budget and annually for the remaining budget periods, to include
projected balance sheets, income statements, and cash flow statements
(collectively, an "Operating Budget");

\(g\) the specific business assumptions forming the basis of the
Operating Budget, and a process for Bank management to track and address
changes to those assumptions throughout the period covered by the
Operating Budget;

\(h\) any specific plans to outsource functions and responsibilities to
third parties and any anticipated changes in outsourcing arrangements;

\(i\) control systems to mitigate risks associated with planned new
products, new services, alterations or modifications to existing
products or services, growth, outsourcing arrangements, or any proposed
changes in the Bank's operating environment;

\(j\) provisions for the maintenance and growth of the Bank's earnings,
capital, and liquidity, so as to ensure compliance with Article II of
this Agreement;

\(k\) provisions for Board review and assessment of the adequacy of the
Bank's earnings, capital position, liquidity position, fidelity bond
insurance and errors and omissions insurance;

\(l\) an analysis of how any proposed acquisitions or mergers involving
the Bank or any of its affiliates will impact the Bank financially and
operationally; and

\(m\) systems to monitor the Bank's progress in meeting the plan's goals
and objectives.

3.  Prior to making any changes that may have a material impact on the
    Strategic Plan, the Bank shall give the OCC sixty (60) days advance
    written notice of such changes, and shall not implement such changes
    without obtaining a written non-objection from the OCC. For purposes
    of this paragraph, changes that may have a material impact on the
    Strategic Plan include, but are not limited to, any significant
    deviations from or material changes consistent with the description
    in PPM 5400-9, Appendix B:

\(a\) material deviations or changes in the bank's projected growth,
strategy or philosophy, lines of business, funding sources, scope of
activities, asset mix, deposit structure, or any other changes in
personnel or operations that may have a material impact on the Bank\'s
operations or financial performance; and/or

\(b\) failure to maintain projected capital levels contained in the
Business Plan or Operating Budget submitted pursuant to this Agreement.

\(5\) The Board shall ensure that the Bank has processes, personnel, and
control systems to ensure implementation of and adherence to the
Strategic Plan and ensure that the Strategic Plan is updated annually,
within sixty (60) days of the anniversary of the effective date of this
Agreement, to cover the next three (3) year period.

**ARTICLE IV**

[LETTER OF CREDIT]{.underline}

\(1\) No later than four (4) business days from the effective date of
this Agreement, LPL shall establish and fund a pre-paid letter of credit
on behalf of the Bank. [Provided:]{.underline}

a.  the letter of credit shall be in an amount equal to \$10 million;

    b.  the terms of the letter of credit shall provide that the Bank be
        the sole beneficiary;

\(c\) LPL shall at all times ensure that the letter of credit, or a
renewed or replacement letter of credit on terms no less favorable to
the Bank and on the same terms and conditions provided in this Article,
is funded and maintained in place until such time that the letter of
credit is drawn upon in full by the Bank;

\(d\) the letter of credit shall be issued by an insured depository
institution acceptable to the OCC; and

\(e\) the letter of credit shall be irrevocable during its term; and
shall be on other terms acceptable to the OCC, such acceptance shall not
be unreasonably withheld.

\(2\) The Bank shall monitor the status of the letter of credit to
ensure that it continuously remains in effect and provides financial
coverage to the Bank in the event of liquidation, receivership, or
conservatorship of the Bank and shall notify the OCC within one (1)
business day if it becomes aware of a lapse in coverage or a probable
lapse in coverage of the letter of credit.

\(3\) Not later than thirty (30) days before the next scheduled renewal
date or termination date of the letter of credit, LPL shall notify the
OCC in writing whether the letter of credit has been or will be renewed
by its terms or replaced with a letter of credit on terms no less
favorable to the Bank and on the same terms and conditions provided in
this Article.

\(4\) Prior to the expiration of the letter of credit, the Bank shall
draw down in full the letter of credit, or LPL shall renew the letter of
credit by its terms or replace the letter of credit on terms no less
favorable to the Bank and on the same terms and conditions provided in
this Article.

\(5\) Except as otherwise provided in paragraph (4) of this Article, the
Bank shall only draw upon the letter of credit after LPL has failed to
comply with its obligations under the CALMA, entered into pursuant to
Article II of this Agreement, or has obtained the prior written approval
of the OCC.

\(6\) In the event the Bank draws upon the letter of credit, the Bank
shall establish a Liquidity Reserve Deposit Account ("LRD") pursuant to
an agreement with a third party insured depository institution and the
OCC. The terms of the agreement and the depository institution shall be
acceptable to the OCC and shall maintain the OCC as a party to the LRD.
The Bank shall deposit all funds obtained under the letter of credit
into the LRD.

**ARTICLE V**

[DISPOSITION PLAN]{.underline}

\(1\) The Board shall, within five (5) business days following notice
from the OCC, prepare and submit to the OCC a Disposition Plan
acceptable to the OCC, if the OCC determines, in its sole discretion,
that:

\(a\) an existing or probable breach or violation identified pursuant to
Article II, of this Agreement is deemed to be significant or a change in
the financial condition of LPL is such that it is insufficient to
fulfill LPL's obligations under a CALMA;

\(b\) the letter of credit that was required pursuant to this Agreement
and the Agreement between the OCC and BDIH and its investment affiliates
has lapsed;

\(c\) the Bank has (i) failed to submit an acceptable Strategic Plan as
required by Article III of this Agreement; (ii) failed to implement or
adhere to the Bank's specific, measurable and verifiable objectives
included in the Strategic Plan to which the OCC has not objected
pursuant to Article III; or (iii) significantly deviated from, or
materially changed, the Strategic Plan or Operating Budget without first
obtaining the OCC's written non-objection to such deviation or change as
required by Article III of this Agreement; and has not cured the default
within thirty (30) days of receiving written notice of such default from
the OCC;

(d) LPL's total stockholder's equity has dropped below \$217 million for
    three consecutive months; or

(e) the Bank or LPL has engaged in a significant violation of this
    Agreement.

\(2\) The Disposition Plan shall detail in writing the Bank Board's
proposal to: (i) sell; (ii) merge; and/or (iii) liquidate the Bank's
operations. In the event that the Disposition Plan submitted by the
Bank's Board outlines a sale or merger of the Bank, the Disposition
Plan, at a minimum, shall address the steps that will be taken to ensure
that the sale or merger occurs not later than thirty (30) calendar days
after the issuance of the OCC's written determination of supervisory
non-objection and all necessary regulatory approvals. If the Disposition
Plan outlines a liquidation of the Bank, the Disposition Plan shall
detail the actions and steps necessary to accomplish the liquidation in
conformance with 12 U.S.C. §§ 181 and 182, without loss or cost to the
OCC, and the dates by which each step of the liquidation shall be
completed, including the date by which the Bank will terminate its
national bank charter. In the event of liquidation, the Bank shall hold
a shareholder vote pursuant to 12 U.S.C. § 181 within thirty (30) days
of receiving supervisory non-objection to the Disposition Plan.

\(3\) Upon obtaining a written non-objection from the OCC, the Board
shall immediately implement and shall thereafter ensure adherence to the
Disposition Plan.

\(4\) The Disposition Plan shall include provisions addressing any
potential harm caused or likely to be caused to the Bank's clients, the
steps the Bank will take to mitigate such harm, and the steps the Bank
will take to compensate clients for harm that is not mitigated.

\(5\) Upon receiving notice from the OCC that the Bank is required to
submit a Disposition Plan, the Bank shall not engage in any new
business.

\(6\) Failure to submit a timely Disposition Plan that is acceptable to
the OCC, or failure to implement and adhere to the Disposition Plan
after the Board obtains a written non-objection from the OCC, may be
deemed by the OCC to constitute a violation of this Agreement.

##### ARTICLE VI

######## FINANCIAL INFORMATION ON LPL

\(1\) Beginning March 31, 2006, LPL shall provide the following
financial information on LPL within thirty (30) days of its release:

(a) unaudited quarterly financial statements, including the Consolidated
    Statement of Financial Performance, the Consolidated Statement of
    Financial Position and the Consolidated Statement of Cash Flows, and
    Supporting Financial Notes, all of which shall fully disclose LPL's
    financial performance for the three preceding months;

(b) audited annual financial statements, including the Consolidated
    Statement of Financial Performance, the Consolidated Statement of
    Financial Position and the Consolidated Statement of Cash Flows, and
    Supporting Financial Notes, all of which shall fully disclose LPL's
    financial performance for the preceding year; and

(c) such other information requested by the OCC.

    \(2\) All financial information provided in accordance with
    paragraph (1), shall be maintained at the Bank and OCC personnel
    shall have prompt and unrestricted access to such financial
    information and documentation.

    \(3\) Prior to making any changes to the services that LPL provides
    to the Bank or changes to the cost of those services, LPL shall give
    the OCC sixty (60) days advance written notice of such changes, and
    shall not implement such changes without obtaining a written
    non-objection from the OCC.

**ARTICLE VII**

[CHANGES IN DIRECTORS OR SENIOR EXECUTIVE OFFICERS]{.underline}

\(1\) For a period of two years beginning on the effective date of this
Agreement, prior to the appointment of any individual to a position of
senior executive officer or the appointment of any individual to the
Bank's Board, the Bank shall obtain a written non-objection from the
OCC. The Bank shall submit to the OCC the following information on any
individual proposed as a senior executive officer or director of the
Bank:

> \(a\) documentation of the Bank's investigation of the proposed
> individual, which is no less detailed than that provided in the
> Management Review Guidelines ("Guidelines") of the *Background
> Investigations* booklet of the *Comptroller's Licensing Manual*,
> [provided however]{.underline}, the Bank may limit the information in
> item 1 of the Guidelines to the information sought in pages 1 through
> 4, inclusive, of the Interagency Biographical and Financial Report.
>
> (b)  a written statement of the Board\'s reasons for selecting the
> proposed individual;
>
> \(c\) a written description of the proposed individual\'s duties and
> responsibilities; and
>
> \(d\) any other documentation related to the proposed individual that
> the OCC may require.

\(2\) The OCC's written non-objection to any proposed senior executive
officer or director shall not constitute an approval or endorsement of
such individual.

**ARTICLE VIII**

#### [CORPORATE STRUCTURE AND GOVERNANCE]{.underline}

\(1\) The Bank shall maintain and adhere to policies and procedures that
delineate lines of reporting within the Bank, and specify requirements
for information to be supplied to the Board of the Bank.

\(2\) The Board shall maintain and ensure Bank adherence to policies and
procedures that preserve the Bank's separate corporate identity,
including, without limitation, the maintenance of books and records that
are separate and apart from any Servicer or affiliate, under the control
of the Bank, and readily available to OCC personnel upon request.

\(3\) Within ninety (90) days the Bank shall establish an Independent
Audit Committee which shall be comprised of at least three Bank
directors who are not officers or employees of the Bank, and a majority
of whom are not officers, directors or employees of any affiliate or
subsidiary of the Bank, BDIH, the investment affiliates, or LPL.

\(4\) The Board shall ensure adherence to independent internal and
external audit functions in accordance with the Comptroller's Handbook
titled "Internal and External Audits" dated April 2003. The Bank's
internal and external audit functions shall include regular audits of
the Bank's compliance with each requirement of this Agreement.

**ARTICLE IX**

[AFFILIATE TRANSACTIONS]{.underline}

\(1\) The Board shall ensure that all contracts, agreements and
transactions between the Bank and any affiliate are fair and equitable
to the Bank and are in compliance with 12 U.S.C. §§ 371c and 371c-1, and
12 C.F.R. Part 223 ("Regulation W") (hereinafter "affiliate laws").

\(2\) Within ninety (90) days from the effective date of this Agreement
and continuing at least yearly thereafter, the Board shall review all
contracts and agreements with affiliates, whether then existing or
proposed, and whether written or otherwise, to determine whether each
contract and agreement is fair and equitable to the Bank, complies with
the affiliate laws, and provides that in the event of liquidation,
receivership, or conservatorship of the Bank the affiliates agree to
continue to fulfill their obligations under the contract or agreement,
on commercially reasonable terms, if so requested by the OCC, receiver,
or conservator. The Board shall document its conclusions from each
review in its minutes. Documentation and conclusions from subsequent
reviews shall be maintained at the Bank and OCC personnel shall have
prompt and unrestricted access to such documentation.

\(3\) Within thirty (30) days of determining that any contract or
agreement with an affiliate is not in writing, the Bank shall reduce
such contract or agreement to writing and a copy shall be submitted to
the OCC.

\(4\) Within sixty (60) days and continuing thereafter, the Bank shall
maintain, in a centralized location, a listing of all contracts,
agreements and transactions with any affiliate, and records and
documentation showing that such contracts, agreements and transactions
are fair and equitable to the Bank, are in compliance with the affiliate
laws, and provide that in the event of liquidation, receivership, or
conservatorship of the Bank the affiliates agree to continue to fulfill
their obligations under the contract or agreement, on commercially
reasonable terms, if so requested by the OCC, receiver, or conservator.
Such listing, records and documentation shall be updated no less
frequently than each month. OCC personnel shall have prompt and
unrestricted access to such listing, records and documentation.

\(5\) Within thirty (30) days of the date that the Bank determines that
any contract or agreement is not fair and equitable to the Bank, is not
in compliance with the affiliate laws, or does not provide that in the
event of liquidation, receivership, or conservatorship of the Bank that
the affiliates agree to continue to fulfill their obligations under the
contract or agreement, on commercially reasonable terms, if so requested
by the OCC, receiver, or conservator, the Bank shall:

> \(a\) renegotiate the terms of such contract or agreement to ensure
> that it is fair and equitable to the Bank, in compliance with the
> affiliate laws, and provides that in the event of liquidation,
> receivership, or conservatorship of the Bank the affiliates agree to
> continue to fulfill their obligations under the contract or agreement,
> on commercially reasonable terms, if so requested by the OCC,
> receiver, or conservator; and/or
>
> \(b\) take other steps acceptable to the OCC to address the issues
> raised by the terms of the contract or agreement.

\(6\) Within thirty (30) days of the date that the OCC provides the Bank
with an objection to any contract or agreement, the Bank shall
renegotiate the terms of such contract or agreement, or take other steps
acceptable to the OCC, to resolve such objection.

\(7\) The Bank shall not enter into any new contract, agreement or
transaction with any of its affiliates, unless the contract, agreement
or transaction:

> \(a\) is in writing;
>
> \(b\) is fair and equitable to the Bank;
>
> \(c\) is in compliance with the affiliate laws;
>
> \(d\) has been approved in advance by the Board in writing; and

(e)  provides that in the event of liquidation, receivership, or
conservatorship of the Bank the affiliates agree to continue to fulfill
their obligations under the contract or agreement, on commercially
reasonable terms, if so requested by the OCC, receiver, or conservator.

##### ARTICLE X

#### [COMPLIANCE REPORTS]{.underline}

\(1\) On a quarterly basis following the effective date of this
Agreement, the Bank's Board of Directors shall require the submission of
a written progress report to them setting forth in detail:

\(a\) actions taken to comply with each Article of this Agreement; and

\(b\) the results of those actions.

\(2\) A copy of this report, with any additional comments by the board,
shall be maintained at the Bank, and OCC personnel shall have prompt and
unrestricted access to such documentation.

##### ARTICLE XI

#### [DEFINITIONS]{.underline}

\(1\) For purposes of this Agreement, the following terms shall have the
below-described meanings:

\(a\) The term "Capital Assurance and Liquidity Maintenance Agreement"

> shall mean that certain agreement entered into between the Bank and
> LPL pursuant to the terms of this Agreement;

\(b\) The term "Liquid Assets" shall mean: (i) cash deposits; (ii)
overnight federal funds sold; (iii) Type I Securities under 12 C.F.R.
§ 1.2; and (iv) such other assets as to which the Bank has obtained a
non-objection from the OCC. The term Liquid Assets shall not include any
assets that are pledged in any manner, nor any assets that are not free
and kept free from any lien, encumbrance, charge, right of set off,
credit or preference in connection with any claim against the Bank.

> \(c\) The term "affiliate" shall be defined as set forth in 12 U.S.C.
> §371c(b)(1) and 12 C.F.R. §  223.
>
> \(d\) The term "business day" shall mean any day other than Saturday,
> Sunday, a "legal public holiday," as listed in 5 U.S.C. § 6103(a) or
> any successor statute, as either may be amended or modified, or any
> day the OCC has permitted the Bank to be closed;
> [provided]{.underline}, [however]{.underline}, if a January 1, July 4,
> November 11, or December 25 falls on a Sunday, the next Monday is not
> a business day.
>
> \(e\) The term "senior executive officer" shall be defined as set
> forth in 12 C.F.R. §  5.51(c)(3).

**ARTICLE XII**

[TERM OF AGREEMENT]{.underline}

\(1\) This Agreement shall become effective immediately upon its
execution by all parties ("effective date").

\(2\) This Agreement will remain in full force and effect as between the
OCC and the Bank until the OCC, in its sole discretion, elects to
terminate the Agreement.

\(3\) This Agreement will remain in full force and effect as between the
OCC and LPL until the earlier of the time that (i) the OCC, in its sole
discretion, elects to terminate the Agreement or (ii) LPL ceases to own
or control the Bank for purposes of 12 C.F.R. § 5.50.

**\
ARTICLE XIII**

#### [CONCLUDING PROVISIONS]{.underline}

\(1\) It is expressly and clearly understood that if, at any time, the
Comptroller deems it appropriate in fulfilling the responsibilities
placed upon him by the several laws of the United States of America to
undertake any action affecting the Bank, nothing in this Agreement shall
in any way inhibit, estop, bar, or otherwise prevent the Comptroller
from so doing.

\(2\) Any time limitations imposed by this Agreement shall begin to run
from the effective date of this Agreement, unless otherwise provided.
Such time requirements may be extended in writing by the Comptroller or
his duly authorized representative for good cause upon written
application by the Board.

\(3\) The provisions of this Agreement shall be effective upon execution
by the parties hereto and its provisions shall continue in full force
and effect unless or until such provisions are amended in writing by
mutual consent of the parties to the Agreement or excepted, waived, or
terminated in writing by the Comptroller or his duly authorized
representative.

\(4\) The conditions imposed in connection with the Bank's charter
approval dated August 18, 1995 remain in full force and effect, except
to the extent that they conflict with the terms of this Agreement, in
which case, the provisions of this Agreement shall control;

\(5\) In each instance in this Agreement in which the Bank's Board or
LPL's Board is required to act, both Boards shall be obligated to take
such measures within the scope of their authority necessary to
accomplish such act, and, to the extent that such measures involve
directions to management of the Bank or LPL, both Boards shall be
obligated to ensure that management of the Bank and management of LPL
follows such directions.

\(6\) This Agreement is intended, and shall be construed to be a
supervisory "written agreement entered into with the agency" as
contemplated by 12 U.S.C. § 1818(b)(1), and expressly does not form, and
may not be construed to form, a contract binding on the OCC or the
United States of America. Notwithstanding the absence of mutuality of
obligation, or of consideration, or of a contract, the OCC may enforce
any of the commitments or obligations herein undertaken by the Bank and
LPL under its supervisory powers, including 12 U.S.C. § 1818(b)(1), and
not as a matter of contract law. The Bank expressly acknowledges that
neither the Bank nor the OCC has any intention to enter into a contract.
The Bank also expressly acknowledges that no OCC officer or employee has
statutory or other authority to bind the United States of America, the
United States Treasury Department, the OCC, or any other federal bank
regulatory agency or entity, or any officer or employee of any of those
entities to a contract affecting the OCC's exercise of its supervisory
responsibilities. The terms of this Agreement, including this paragraph,
are not subject to amendment or modification by any extraneous
expression, prior agreements or arrangements, or negotiations between
the parties, whether oral or written.

**IN TESTIMONY WHEREOF**, the undersigned, authorized by the
Comptroller, has hereunto set his hand on behalf of the Comptroller.

Signed December 29, 2005

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Lance J. Ciroli Date

Assistant Deputy Comptroller

Cleveland Field Office

**IN WITNESS WHEREOF**, the undersigned, as the duly elected and acting
Board of Directors of the Bank, have hereunto set their hands on behalf
of the Bank.

+-----------------------------------+----------------------------------+
| Signed                            | 12/23/05                         |
|                                   |                                  |
| \_\_\_\_\_\_\_\_\_\_\_\_\_\       | \_\_\_\_\_\_\_\_\_\_\_           |
| _\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ | \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
|                                   |                                  |
| Richard E. Beeman                 | Date                             |
+-----------------------------------+----------------------------------+
| Signed                            | 12/23/05                         |
|                                   |                                  |
| \_\_\_\_\_\_\_\_\_\_\_\_\_\       | \_\_\_\_\_\_\_\_\_\_\_           |
| _\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ | \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
|                                   |                                  |
| Lawrence Hatch                    | Date                             |
+-----------------------------------+----------------------------------+
| Signed                            | December 23, 2005                |
|                                   |                                  |
| \_\_\_\_\_\_\_\_\_\_\_\_\_\       | \_\_\_\_\_\_\_\_\_\_\_           |
| _\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ | \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
|                                   |                                  |
| Willis I. Else                    | Date                             |
+-----------------------------------+----------------------------------+
| Signed                            | 12/23/05                         |
|                                   |                                  |
| \_\_\_\_\_\_\_\_\_\_\_\_\_\       | \_\_\_\_\_\_\_\_\_\_\_           |
| _\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ | \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
|                                   |                                  |
| Richard T. Garret                 | Date                             |
+-----------------------------------+----------------------------------+
| Signed                            | 12/27/05                         |
|                                   |                                  |
| \_\_\_\_\_\_\_\_\_\_\_\_\_\       | \_\_\_\_\_\_\_\_\_\_\_           |
| _\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ | \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
|                                   |                                  |
| Mark S. Casady                    | Date                             |
+-----------------------------------+----------------------------------+
| Signed                            | 12/27/05                         |
|                                   |                                  |
| \_\_\_\_\_\_\_\_\_\_\_\_\_\       | \_\_\_\_\_\_\_\_\_\_\_           |
| _\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ | \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
|                                   |                                  |
| Stephanie Brown                   | Date                             |
+-----------------------------------+----------------------------------+
| Signed                            | 12/23/05                         |
|                                   |                                  |
| \_\_\_\_\_\_\_\_\_\_\_\_\_\       | \_\_\_\_\_\_\_\_\_\_\_           |
| _\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ | \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
|                                   |                                  |
| James S. Putnam                   | Date                             |
+-----------------------------------+----------------------------------+
| Signed                            | 12-23-05                         |
|                                   |                                  |
| \_\_\_\_\_\_\_\_\_\_\_\_\_\       | \_\_\_\_\_\_\_\_\_\_\_           |
| _\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ | \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
|                                   |                                  |
| Thomas Berry                      | Date                             |
+-----------------------------------+----------------------------------+

**IN WITNESS WHEREOF**, the undersigned, as the duly elected and acting
President and Chief Executive Officer of LPL Holdings, Inc, has hereunto
set his hand on behalf of the Company.

+--------------------------------------+-------------------------------+
| LPL Holdings, Inc.                   | 12-23-05                      |
|                                      |                               |
| Signed                               | \_\_\_\_\_\_\_\_\_\_\_\_\     |
|                                      | _\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
| By:                                  |                               |
| \_\_\_\_\_\_\_\_\_\_\_\_             | Date                          |
| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |                               |
|                                      |                               |
| Mark S. Casady, President and CEO    |                               |
+--------------------------------------+-------------------------------+
|                                      |                               |
+--------------------------------------+-------------------------------+

[^1]: Based on a review of the facts of record and the representations
    and commitments made by BD Investment Holdings, Inc., Hellman &
    Friedman Capital Partners V, L.P., Hellman & Friedman Capital
    Partners V (Parallel), L.P., Hellman & Friedman Investors V, LLC,
    TPG Partners IV, L.P., TPG Genpar IV, L.P. and TPG Advisors IV,
    Inc., the OCC has determined that the Notice is technically
    complete.