OMB NUMBER: 3064-0122

EXPIRATION DATE: 05/31/2010

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| Federal Deposit Insurance Corporation                |       |       |
|                                                      |       |       |
| **Representations and Certifications for Legal       |       |       |
| Contractors **                                       |       |       |
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| The information and certifications required on this  |       |       |
| form will be used in determining the fitness and     |       |       |
| integrity of the law firm or sole practitioner       |       |       |
| ("Contractor") for entering into a Legal Services    |       |       |
| Agreement with the FDIC Legal Division, as provided  |       |       |
| in the Contractor Conflicts of Interest Regulations  |       |       |
| at 12 C.F.R. Part 366. Refer to the enclosed copy of |       |       |
| those regulations for policies and procedures to be  |       |       |
| followed by both Contractors and the FDIC Legal      |       |       |
| Division. The FDIC Legal Division retains the right, |       |       |
| in its sole discretion, to qualify or disqualify a   |       |       |
| Contractor.                                          |       |       |
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| **INSTRUCTIONS**: Check one box for each of the      |       |       |
| following questions. If your response is "yes" to    |       |       |
| any of the questions listed below, provide a         |       |       |
| detailed explanation including dates, names, and the |       |       |
| locations of the event(s) in question on a separate  |       |       |
| sheet and attach to this form.                       |       |       |
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| **SECTION I -- DISQUALIFYING CONDITIONS -            |       |       |
| REPRESENTATIONS**                                    |       |       |
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| To the best of the Contractor's knowledge:           | YES   | # NO  |
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| 1\. Has the Contractor ever been convicted of a      | **    | **    |
| felony? If yes, provide the offense, law enforcement |    ** |    ** |
| authority and/or court, city and state, and          |       |       |
| disposition of charges.                              |       |       |
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| 2\. Has the Contractor ever been removed from or     | **    | **    |
| prohibited from participating in the affairs of      |    ** |    ** |
|                                                      |       |       |
| any insured depository institution pursuant to any   |       |       |
| final enforcement action by the Office of the        |       |       |
| Comptroller of the Currency, the Office of Thrift    |       |       |
| Supervision, the Board of Governors of the           |       |       |
|                                                      |       |       |
| Federal Reserve System, or the FDIC or their         |       |       |
| successor(s)?                                        |       |       |
+------------------------------------------------------+-------+-------+
| 3\. Has the Contractor ever demonstrated a pattern   | **    | **    |
| or practice of defalcation regarding obligations?    |    ** |    ** |
| **(See Page 2)**                                     |       |       |
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| 4\. Has the Contractor ever caused a substantial     | **    | **    |
| loss to Federal deposit insurance funds? **(See Page |    ** |    ** |
| 2)**                                                 |       |       |
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| **SECTION II -- CONFLICTS OF INTEREST -              |       |       |
| REPRESENTATIONS**                                    |       |       |
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| The FDIC will not execute or renew Legal Services    |       |       |
| Agreements with Contractors that have conflicts of   |       |       |
| interest or permit Contractors to continue           |       |       |
| performance under existing Legal Services            |       |       |
| Agreements, unless such conflicts are eliminated by  |       |       |
| the Contractor or are waived by the FDIC Outside     |       |       |
| Counsel Conflicts Committee or other appropriate     |       |       |
| FDIC official.                                       |       |       |
|                                                      |       |       |
| In addition to the following certifications,         |       |       |
| Contractors seeking to perform services for the FDIC |       |       |
| Legal Division must provide extensive disclosures    |       |       |
| regarding actual or potential conflicts of interest  |       |       |
| and matters that may present the appearance of a     |       |       |
|                                                      |       |       |
| conflict. Please refer to the Conflicts and Ethics   |       |       |
| section of this application package for further      |       |       |
| instructions on required disclosures.                |       |       |
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| To the best of the Contractor's knowledge:           | # YES | # NO  |
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| 5\. Does the Contractor; any management official or  | **    | **    |
| affiliated business entity of the Contractor;        |    ** |    ** |
|                                                      |       |       |
| or any employee, agent, or subcontractor of the      |       |       |
| Contractor who will perform services as a time       |       |       |
| charger under the Legal Services Agreement have one  |       |       |
| or more personal, business, or financial interests   |       |       |
| or relationship which would cause a reasonable       |       |       |
| individual with knowledge of the relevant facts to   |       |       |
| question the integrity or impartiality of those who  |       |       |
| are or will be acting under the Legal Services       |       |       |
| Agreement?                                           |       |       |
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| 6\. Is the Contractor; any management official or    | **    | **    |
| affiliated business entity of the Contractor; or     |    ** |    ** |
|                                                      |       |       |
| any employee, agent, or subcontractor of the         |       |       |
| Contractor who will perform services as a time       |       |       |
| charger under the Legal Services Agreement an        |       |       |
| adverse party to the FDIC, RTC, FSLIC, or their      |       |       |
| successors in a lawsuit?                             |       |       |
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| 7\. Has the Contractor; any management official or   | **    | **    |
| affiliated business entity of the Contractor;        |    ** |    ** |
|                                                      |       |       |
| or any employee, agent, or subcontractor of the      |       |       |
| Contractor who will perform services as a time       |       |       |
| charger under the Legal Services Agreement ever been |       |       |
| suspended from contracting with a Federal entity or  |       |       |
| ever had a contract or Legal Services Agreement with |       |       |
| the FDIC, RTC, FSLIC or their successors rescinded   |       |       |
| or terminated prior to completion which involved     |       |       |
| issues of conflicts of interest or ethical           |       |       |
| responsibilities?                                    |       |       |
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FDIC 5200/01 (10-05)

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| ## SECTION I                     |                    |     |      |
| II -- DEFAULTS - REPRESENTATIONS |                    |     |      |
+----------------------------------+--------------------+-----+------+
| 8\. Has the Contractor or any    |                    | *   | # NO |
| company under the Contractor's   |                    | *YE |      |
| control defaulted on a material  |                    | S** |      |
| obligation to any insured        |                    |     |      |
| depository institution during    |                    |     |      |
| the ten (10) years preceding the |                    |     |      |
| submission of this application?  |                    |     |      |
| If yes, attach a description of  |                    |     |      |
| all such instances. **(See       |                    |     |      |
| below)**                         |                    |     |      |
+----------------------------------+--------------------+-----+------+
|                                  |                    | **  | *    |
|                                  |                    |     | *    |
|                                  |                    |  ** |   ** |
+----------------------------------+--------------------+-----+------+
| #                                |                    |     |      |
| ## SECTION IV -- EMPLOYEES AND S |                    |     |      |
| UBCONTRACTORS - REPRESENTATIONS  |                    |     |      |
+----------------------------------+--------------------+-----+------+
| 9\. Does the Contractor agree    |                    | **  | *    |
| that it will not allow any       |                    |     | *    |
| employee, agent, or              |                    |  ** |   ** |
| subcontractor to perform         |                    |     |      |
| services as a time charger under |                    |     |      |
| the proposed Legal Services      |                    |     |      |
| Agreement unless the Contractor  |                    |     |      |
| first verifies with each such    |                    |     |      |
| employee, agent, or              |                    |     |      |
| subcontractor that, to the best  |                    |     |      |
| of such person's knowledge, such |                    |     |      |
| person: (a) is not disqualified  |                    |     |      |
| from performing services under   |                    |     |      |
| the Legal Services Agreement     |                    |     |      |
| because of the existence of any  |                    |     |      |
| of the conditions identified in  |                    |     |      |
| Section I; (b) has no conflicts  |                    |     |      |
| of interest as identified in     |                    |     |      |
| Section II, unless a request by  |                    |     |      |
| the Contractor for a waiver or   |                    |     |      |
| proposal for the elimination of  |                    |     |      |
| the conflict has been made; and  |                    |     |      |
| (c) has not, during the ten (10) |                    |     |      |
| years preceding the submission   |                    |     |      |
| of this application, defaulted   |                    |     |      |
| on a material obligation to any  |                    |     |      |
| insured depository institution?  |                    |     |      |
| **(See below)**                  |                    |     |      |
+----------------------------------+--------------------+-----+------+
| **SECTION V -- CERTIFICATION**   |                    |     |      |
+----------------------------------+--------------------+-----+------+
| **NOTICE:** Pursuant to 18       |                    |     |      |
| U.S.C. § 1001, whoever knowingly |                    |     |      |
| and willingly falsifies a        |                    |     |      |
| material fact, makes a false     |                    |     |      |
| statement,                       |                    |     |      |
|                                  |                    |     |      |
| or utilizes a false writing in   |                    |     |      |
| connection with this application |                    |     |      |
| is subject to criminal sanctions |                    |     |      |
| under Title 18 of the United     |                    |     |      |
|                                  |                    |     |      |
| States Code.                     |                    |     |      |
+----------------------------------+--------------------+-----+------+
| # I represent and warrant t      |                    |     |      |
| hat I have the authority to exec |                    |     |      |
| ute these certifications on beha |                    |     |      |
| lf of the Contractor below. I fu |                    |     |      |
| rther represent and warrant that |                    |     |      |
|  the above responses are true an |                    |     |      |
| d correct and that all attached  |                    |     |      |
| information is true and correct. |                    |     |      |
+----------------------------------+--------------------+-----+------+
| 10\. SIGNATURE *(Sign in ink)*   | 11\. NAME AND      |     |      |
|                                  | TITLE *(Type or    |     |      |
|                                  | Print)*            |     |      |
|                                  |                    |     |      |
|                                  | *     *            |     |      |
+----------------------------------+--------------------+-----+------+
| 12\. NAME OF FIRM OR SOLE        | 13\. DATE          |     |      |
| PRACTITIONER                     |                    |     |      |
|                                  |                    |     |      |
|                                  |                    |     |      |
+----------------------------------+--------------------+-----+------+
| #### DEFINITIONS                 |                    |     |      |
+----------------------------------+--------------------+-----+------+
| Terms used are defined in 12     |                    |     |      |
| C.F.R. § 366.2 as follows:       |                    |     |      |
+----------------------------------+--------------------+-----+------+
| **QUESTION 3.** Pattern or       |                    |     |      |
| practice of defalcation          |                    |     |      |
| regarding obligations means two  |                    |     |      |
| or more instances in which: (1)  |                    |     |      |
| a loan or advance from an        |                    |     |      |
| insured depository institution   |                    |     |      |
| is in default for ninety (90) or |                    |     |      |
| more days as to payment of       |                    |     |      |
| principal, interest, or a        |                    |     |      |
| combination thereof and there    |                    |     |      |
| remains a legal obligation to    |                    |     |      |
| pay an amount in excess of       |                    |     |      |
| \$50,000; or (2) a loan or       |                    |     |      |
| advance from an insured          |                    |     |      |
| depository institution where     |                    |     |      |
| there has been a failure to      |                    |     |      |
| comply with the terms to such an |                    |     |      |
| extent that the collateral       |                    |     |      |
| securing the loan or advance was |                    |     |      |
| foreclosed upon, resulting in a  |                    |     |      |
| loss in excess of \$50,000 to    |                    |     |      |
| the insured depository           |                    |     |      |
| institution.                     |                    |     |      |
|                                  |                    |     |      |
| **QUESTION 4.** Substantial loss |                    |     |      |
| to Federal deposit insurance     |                    |     |      |
| funds means: (1) a loan or       |                    |     |      |
| advance from an insured          |                    |     |      |
| depository institution, which is |                    |     |      |
| currently owed to the FDIC, RTC, |                    |     |      |
| FSLIC or their successors, or    |                    |     |      |
| the Bank Insurance Fund (BIF),   |                    |     |      |
| the Savings Association          |                    |     |      |
| Insurance Fund (SAIF), the FSLIC |                    |     |      |
| Resolution Fund (FRF), or funds  |                    |     |      |
| maintained by the RTC for the    |                    |     |      |
| benefit of insured depositors,   |                    |     |      |
| that is or has ever been         |                    |     |      |
| delinquent for ninety (90) or    |                    |     |      |
| more days as to payment of       |                    |     |      |
| principal, interest, or a        |                    |     |      |
| combination thereof and on which |                    |     |      |
| there remains a legal obligation |                    |     |      |
| to pay an amount in excess of    |                    |     |      |
| \$50,000; (2) an obligation to   |                    |     |      |
| pay an outstanding, unsatisfied, |                    |     |      |
| final judgment in excess of      |                    |     |      |
| \$50,000 in favor of the FDIC,   |                    |     |      |
| RTC, FSLIC, or their successors, |                    |     |      |
| or the BIF, the SAIF, the FRF,   |                    |     |      |
| or the funds maintained by the   |                    |     |      |
| RTC for the benefit of insured   |                    |     |      |
| depositors; or (3) a loan or     |                    |     |      |
| advance from an insured          |                    |     |      |
| depository institution which is  |                    |     |      |
| currently owed to the FDIC, RTC, |                    |     |      |
| FSLIC, or their successors, or   |                    |     |      |
| the BIF, the SAIF, the FRF, or   |                    |     |      |
| the funds maintained by the RTC  |                    |     |      |
| for the benefit of insured       |                    |     |      |
| depositors, where there has been |                    |     |      |
| failure to comply with the terms |                    |     |      |
| to such an extent that the       |                    |     |      |
| collateral securing the loan or  |                    |     |      |
| advance was foreclosed upon,     |                    |     |      |
| resulting in a loss in excess of |                    |     |      |
| \$50,000.                        |                    |     |      |
|                                  |                    |     |      |
| ##                               |                    |     |      |
| ### Questions 8 & 9. Default on  |                    |     |      |
| a material obligation means a lo |                    |     |      |
| an or advance from an insured de |                    |     |      |
| pository institution which has n |                    |     |      |
| ever been delinquent for 90 or m |                    |     |      |
| ore days as to payment of princi |                    |     |      |
| pal or accrued interest, or a co |                    |     |      |
| mbination thereof, with a remain |                    |     |      |
| ing balance of principal and acc |                    |     |      |
| rued interest on the ninetieth d |                    |     |      |
| ay, or any time thereafter, in a |                    |     |      |
| n amount in excess of \$50,000.  |                    |     |      |
+----------------------------------+--------------------+-----+------+
| # PAPERWORK REDUCTION ACT NOTICE |                    |     |      |
|                                  |                    |     |      |
| Public reporting burden for this |                    |     |      |
| collection of information is     |                    |     |      |
| estimated to average             |                    |     |      |
| [75]{.underline} minutes per     |                    |     |      |
| response, including the time for |                    |     |      |
| reviewing instructions,          |                    |     |      |
| searching existing data sources, |                    |     |      |
| gathering and maintaining the    |                    |     |      |
| data needed, and completing and  |                    |     |      |
| reviewing the collection of      |                    |     |      |
| information. Send comments       |                    |     |      |
| regarding this burden estimate   |                    |     |      |
| or any other aspect of this      |                    |     |      |
| collection of information,       |                    |     |      |
| including suggestions for        |                    |     |      |
| reducing this burden to the      |                    |     |      |
| Public Reporting Act Clearance   |                    |     |      |
| Officer, Legal Division, Federal |                    |     |      |
| Deposit Insurance Corporation,   |                    |     |      |
| 550 17^th^ Street, N.W.,         |                    |     |      |
| Washington, DC 20429; and the    |                    |     |      |
| Office of Management and Budget, |                    |     |      |
| Paperwork Reduction Project      |                    |     |      |
| (3064-0122), Washington, D.C.    |                    |     |      |
| 20503. An agency may not conduct |                    |     |      |
| or sponsor, and a person is not  |                    |     |      |
| required to respond to, a        |                    |     |      |
| collection of information unless |                    |     |      |
| it displays a currently valid    |                    |     |      |
| OMB control number.              |                    |     |      |
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FDIC 5200/01 (10-05) Page 2