(i)
    
    The compensation committee of Birmingham Bloomfield Bancshares, Inc., has discussed,
reviewed, and evaluated with senior risk officers at least every six months during any part of
the most recently completed fiscal year that was a TARP period, senior executive officer
(SEO) compensation plans and employee compensations plans and the risk these plans pose to
Birmingham Bloomfield Bancshares, Inc.;(ii)
    
    The compensation committee of Birmingham Bloomfield Bancshares, Inc. has identified and
limited during any part of the most recently completed fiscal year that was a TARP period any
features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive
risks that could threaten the value of Birmingham Bloomfield Bancshares, Inc. and has
identified any features of the employee compensation plans that pose risks to Birmingham
Bloomfield Bancshares, Inc. and has limited those features to ensure that Birmingham
Bloomfield Bancshares, Inc. is not unnecessarily exposed to risks;(iii)
    
    The compensation committee has reviewed at least every six months during the any part of the
most recently completed fiscal year that was a TARP period, the terms of each employee
compensation plan and identified any features of the plan that could encourage the
manipulation of reported earnings of Birmingham Bloomfield Bancshares, Inc., to enhance the
compensation of an employee and has limited any such features;(iv)
    
    The compensation committee of Birmingham Bloomfield Bancshares, Inc., will certify to the
reviews of the SEO compensation plans and employee compensation plans required under (i) and
(iii) above;(v)
    
    The compensation committee of Birmingham Bloomfield Bancshares, Inc., will provide a
narrative description of how it limited during any part of the most recently completed fiscal
year that was a TARP period the features in:
 (A)
    
    SEO compensation plans that could lead SEOs to take unnecessary and excessive
risks that could threaten the value of Birmingham Bloomfield Bancshares, Inc.;(B)
    
    Employee compensation plans that unnecessarily expose Birmingham Bloomfield
Bancshares, Inc., to risks; and(C)
    
    Employee compensation plans that could encourage the manipulation of reported
earnings of Birmingham Bloomfield Bancshares, Inc.,
 (vi)
    
    Birmingham Bloomfield Bancshares, Inc., has required that bonus payments to SEOs or any of
the next seven most highly compensated employees, as defined in the regulations and guidance
established under section 111 of EESA (bonus payments), be subject to a recovery or clawback
provision during any part of the most recently completed fiscal year that was a TARP period if
the bonus payments were based on materially inaccurate financial statements or any other
materially inaccurate performance metric criteria;(vii)
    
    Birmingham Bloomfield Bancshares, Inc., has prohibited any golden parachute payment, as
defined in the regulations and guidance established under section 111 of EESA, to a SEO or any
of the next five most highly compensated employees during any part of the most recently
completed fiscal year that was a TARP period;(viii)
    
    Birmingham Bloomfield Bancshares, Inc., has limited bonus payments to its applicable
employees in accordance with section 111 of EESA and the regulations and guidance established
thereunder during any part of the most recently completed fiscal year that was a TARP period;(ix)
    
    Birmingham Bloomfield Bancshares, Inc., and its employees have complied with the excessive or
luxury expenditures policy, as defined in the regulations and guidance established under
section 111 of EESA, during any part of the most recently completed fiscal year that was a
TARP period; and any expenses that, pursuant to the policy, required approval of the board of
directors, a committee of the board of directors, an SEO, or an executive officer with a
similar level of responsibility were properly approved.
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(x)
    
    Birmingham Bloomfield Bancshares, Inc., will permit a non-binding shareholder resolution in
compliance with any applicable federal securities rules and regulations on the disclosures
provided under the federal securities laws related to SEO compensation paid or accrued during
any part of the most recently completed fiscal year that was a TARP period;(xi)
    
    Birmingham Bloomfield Bancshares, Inc., will disclose the amount, nature, and justification
for the offering during any part of the most recently completed fiscal year that was a TARP
period, of any perquisites, as defined in the regulations and guidance established under
section 111 of EESA, whose value exceeds $25,000 for any employee who is subject to the bonus
payment limitations identified in paragraph(viii);(xii)
    
    Birmingham Bloomfield Bancshares, Inc., will disclose whether Birmingham Bloomfield
Bancshares, Inc., the board of directors of Birmingham Bloomfield Bancshares, Inc., or the
compensation committee of Birmingham Bloomfield Bancshares, Inc., has engaged during any part
of the most recently completed fiscal year that was TARP period a compensation consultant, and
the services the compensation consultant or any affiliate of the compensation consultant
provided during this period;(xiii)
    
    Birmingham Bloomfield Bancshares, Inc., has prohibited the payment of any gross-ups, as
defined in the regulations and guidance established under section 111 of EESA, to the SEOs and
the next seven most highly compensated employees during any part of the most recently
completed fiscal year that was a TARP period;(xiv)
    
    Birmingham Bloomfield Bancshares, Inc., has substantially complied with all other
requirements related to employee compensation that are provided in the agreement between
Birmingham Bloomfield Bancshares, Inc., and Treasury, including any amendments;(xv)
    
    Birmingham Bloomfield Bancshares, Inc., has submitted to Treasury a complete and accurate
list of the SEOs and the twenty next most highly compensated employees for the current fiscal
year and the most recently completed fiscal year, with the non-SEOs ranked in descending order
of level of annual compensation, and with the name, title, and employer of each SEO and most
highly compensated employee identified; and(xvi)
    
    I understand that a knowing and willful false or fraudulent statement made in connection
with this certification may be punished by fine, imprisonment, or both. (See, for example, 18
USC 1001).
  /s/ Thomas H. DorrThomas H. DorrChief Financial Officer
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