UNITED STATES DEPARTMENT OF THE TREASURY

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

December 23, 2014

Ladies and Gentlemen:

Reference is made to that certain Letter Agreement incorporating the Securities Purchase

Agreement —Standard Terms (the "Securities Purchase Agreement"), dated as of September 24,

2010, between Butte Federal Credit Union (the "Acquired Credit Union" )and the United States

Department of Treasury ("Investor" ). Capitalized terms used but not defined herein shall have

the meanings assigned to them in the Securities Purchase Agreement.

The American Recovery and Reinvestment Act of 2009, as it may be amended from time

to time (the "Act"), includes provisions relating to executive compensation and other matters that

may be inconsistent with the Securities Purchase Agreement. Accordingly, Investor and the

Self-Help Federal Credit Union (the "Acquiror Credit Union" ) desire to confirm their

understanding as follows:

1. Notwithstanding anything in the Securities Purchase Agreement to the contrary,

in the event that the Act or any rules or regulations promulgated thereunder are inconsistent with

any ofthe terms ofthe Securities Purchase Agreement, the Act and such rules and regulations

shall control.

2. For the avoidance of doubt (and without limiting the generality of Paragraph 1):

(a) the provisions of Section 111 ofthe Emergency Economic Stabilization

Act of 2008 as implemented by the Interim Final Rule on TARP Standards for

Compensation and Corporate Governance, 31 C.F.R.Part 30, as amended by the Act or

otherwise from time to time ("EEVER"),shall apply to the Acquiror Credit Union;

(b) the waiver to be delivered by each ofthe Acquiror Credit Union's Senior

Executive Officers pursuant to Section 2.3(g) ofthe Securities Purchase Agreement shall,

in addition, be delivered as promptly as practicable by any current or future most highly

compensated employees who are covered or affected by any applicable rules or

regulations under EESA; and

(c) the undersigned officer of Acquiror Credit Union hereby certifies

compliance by the Acquiror Credit Union with the requirements of Section 111 of EESA

in the manner specified by Section 111(b)(4)thereunder or in any rules or regulations

under EESA, including 31 C.F.R.( 30.15.
From and after October 1, 2014, each reference in the Securities Purchase Agreement to

"this Agreement" or "this Securities Purchase Agreement" or words of like import shall mean

and be a reference to the Agreement (as defined in the Securities Purchase Agreement) as

amended by this letter agreement.

This letter agreement will be governed by and construed in accordance with the federal

law ofthe United States if and to the extent such law is applicable, and otherwise in accordance

with the laws ofthe State of New York applicable to contracts made and to be performed entirely

within such State.

This letter agreement, the Securities Purchase Agreement, the Post-Merger Side Letter,

and any other documents executed by the parties at the Closing constitute the entire agreement of

the parties with respect to the subject matter hereof.

Nothing in this letter agreement shall be deemed an admission by Investor as to the

necessity of obtaining the consent ofthe Credit Union in order to effect the changes to the

Securities Purchase Agreement contemplated by this letter agreement, nor shall anything in this

letter agreement be deemed to require Investor to obtain the consent of any other TARP recipient

(as defined in the Act) participating in the Community Development Capital Initiative (the

"CDCl"') in order to effect changes to their documentation under the CDCI.

This letter agreement may be executed in any number of separate counterparts, each such

counterpart being deemed to be an original instrument, and all such counterparts will together

constitute the same agreement. Executed signature pages to this letter agreement may be

delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages

had been delivered.

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In witness whereof, the parties have duly executed this letter agreement as of the date

first written above.

UNITED STATES DEPARTMENT OF

THE TREASURY

By

Name: Lorenzo Rasetti

Title: Chief Financial Officer

SELI'-HELP FEDERAL CREDIT UNION

By:

Name:

Title:
In witness whereof, the parties have duly executed this letter agreement as ofthe date

first written above.

UNITED STATES DEPARTMENT OF

THE TREASURY

By:

Name:

Title:

SELF-HELP FEDERAL CREDIT UNION

Nak~aady Chambers

Title: Vice President

SIGNA TURE P.iCE TU LETTER A r;REE»TE~ T
UNITED STATES DEPARTMENT OF THE TREASURY

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

December 23, 2014

Ladies and Gentlemen:

Reference is made to (i) that certain Letter Agreement incorporating the Securities

Purchase Agreement —Standard Terms dated as of September 24, 2010 (the "Securities

Purchase Agreement") by and among the United States Department ofthe Treasury (the

"Investor" ) and Butte Federal Credit Union (the "Acquired Credit Union" ). Further detail

regarding the Securities Purchase Agreement is set forth on Schedule A hereto. Investor, the

Acquired Credit Union and Self-Help Federal Credit Union (the "Acquiror credit Union";

collectively, the Acquiror Credit Union and Acquired Credit Union are referred to as the "Credit

Unions" ) desire to set forth herein certain additional agreements as a result ofthe consummation

of a merger transaction pursuant to a Merger Agreement dated as of October 1, 2014 by and

among Acquiror Credit Union and Acquired Credit Union, effective on October 1, 2014 (the

"Merger Transaction" ). This letter shall be referred to as the "Post-Merger Side Letter."

Capitalized terms used but not defined herein shall have the meanings assigned to them in the

Securities Purchase Agreement.

As a result ofthe Merger Transaction, the Acquiror Credit Union has assumed the

obligations and responsibilities of Acquired Credit Union with respect to Investor. Specifically:

1. Concurrently herewith, the Acquiror Credit Union is paying all accrued and

unpaid interest on the Acquired Credit Union's Senior Subordinated Securities and is

issuing new senior subordinated securities in exchange for the Acquired Credit Union's

Senior Subordinated Securities; and

2. Pursuant to Section 4.2(a) ofthe Securities Purchase Agreement and effective as

of October 1, 2014, Acquiror Credit Union hereby expressly assumes the due and

punctual performance and observance of each and every covenant, agreement, and

condition ofthe Securities Purchase Agreement and all ancillary documents to be

performed and observed by Acquired Credit Union.

In connection with the foregoing, with the exception of the Securities Purchase

Agreement, Acquiror Credit Union is issuing new documentation to Investor to reflect the

investment that Investor initially made in the Acquired Credit Union, including the following (all

section references below are to the Securities Purchase Agreement, unless otherwise provided):

1. an officer's certificate regarding (a) a bring down ofthe representations in the

Securities Purchase Agreement as of October 1, 2014, per Section 2.3(c), with any exceptions to

such representations noted on a disclosure schedule attached hereto and (b) compliance with

section 111(b)ofthe Emergency Economic Stabilization Act of 2008, as amended by the
United States Department ofthe Treasury

Page 2

American Recovery and Reinvestment Act of 2009 ("ARRA"), as of October 1, 2014, per Section

2.3(f)(ii);

2. a legal opinion regarding the New Senior Subordinated Securities (as defined

below), per Section 2.3(h);

3. certificated securities representing an amount of new Senior Subordinated

Securities issued by the Acquiror Credit Union to replace the Acquired Credit Union's Senior

Subordinated Securities (the "Ne~ Senior Subordinated Securities" );

4. a side letter regarding compliance with ARRA; and

5. a copy ofthe articles and bylaws ofthe Acquiror Credit Union.

Acquiror Credit Union hereby acknowledges receipt of each ofthe closing documents in

connection with the initial Investor closing for Acquired Credit Union, with the exception ofthe

Securities Purchase Agreement.

This Post-Merger Side Letter, the Securities Purchase Agreement and the above-listed

documentation constitute the entire agreement, and supersede all other prior agreements,

understandings, representations and warranties, both written and oral, between the parties with

respect to the subject matter hereof.

This Post-Merger Side Letter may be executed in counterparts, each of which shall be

deemed an original and all of which shall together constitute one and the same instrument. This

Post-Merger Side Letter shall be governed by and construed in accordance with the federal law

ofthe United States if and to the extent such law is applicable, and otherwise in accordance with

the laws ofthe State ofNew York applicable to contracts made and to be performed entirely

within such state.

[Remainder ofthis page intentionally left blank]
United States Department of the Treasury

Signature Page

In witness whereof, this side letter agreement has been duly executed by the authorized

representatives ofthe parties hereto as ofthe date first above written.

SELF-HELP FEDERAL CREDIT UNION

By:

Name: ~dy Chambers

Title: Vice President

BUTTE FEDERAL CREDIT UNION

By: SELF-HELP FEDERAL CREDIT

UNION, successor-in-interest

Name:

ay:

Title: Vice

@andy

President

Chambers

~

UNITED STATES DEPARTMENT OF

THE TREASURY

Name:

Title:

SIGNATURE PAGE TO POST MERGER SIDE LETTER
United States Department of the Treasury

Signature Page

In witness whereof, this side letter agreement has been duly executed by the authorized

representatives of the parties hereto as of the date first above written.

SELF-HELP FEDERAL CREDIT UNION

By:

Name: Randy Chambers

Title: Vice President

BUTTE FEDERAI. CREDIT UNION

By: SELF-HELP FEDERAL CREDIT

UNION, successor-in-interest

Randy Chambers

Title: Vice President

Name:

UNITED STATES DEPARTMENT OF

THE TREASURY

B,.

Name: Lorenzo Rasetti

Title: Chief Financial Officer

SIG&VATURE PAGE TO POST-iWERGER SIDE LETTER
SCHEDULE A

General Information Reparding Acquired Credit Union Initial Closinp:

Acquired Credit Union Name: Butte Federal Credit Union

Date of Acquired Credit Union Letter Agreement incorporating

the Securities Purchase Agreement: September 24, 2010

Corporate or other organizational form of the Acquired Credit Union: Federal Credit Union

Aggregate principal amount of securities issued to the

Investor at the Acquired Credit Union Closing: $ 1,000,000.00

Terms of the Merper/Acquisition:

Effective Date of Merger/Acquisition: October 1, 2014

Resultant Acquiror Securities:

Amount of Senior Subordinated Securities Issued to Investor by Acquiror Credit Union

Post-Merger to Replace the Acquired Credit Union's Senior Subordinated Securities:

$ 1,000,000.00

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