CMA BANK ADVISORS SERVICES

| Mergers and Acquisitions of State and National Banks and Thrift Institutions |
• Purchases, sales and statutory mergers of financial institutions, including state and national banks,
federal savings banks, and credit unions
• Purchases and sales of financial institutions branches
• Purchases, sales and statutory mergers of financial institutions
• Purchases and sales of companies engaged in “closely related banking activities” as defined by
regulation of the Federal Reserve System or Office of Thrift Supervision
• Due diligence performance for either the buyer or seller to a statutory merger of financial institutions

Purchases and sales of companies engaged in “closely related banking activities” as defined by the
Federal Reserve System and Office of Thrift Supervision

“Closely related non-banking activities” include extending credit (finance or loan companies), servicing loans,
performing appraisals of real and personal property, leasing real and personal property and buying and selling
securities (acting as broker).

Due diligence performance for the purchaser or party to a statutory merger of state or national banks or
Federal savings banks:
• Investment securities and loan portfolios of the institution to be purchased or merged for quality,
transferability, documentation, adequacy of the allowance for loan losses, interest rates and interest rate
sensitivity
• Deposits of the institution to be purchased or merged for large accounts controlled by the same or
affiliated parties, accounts originated or controlled outside of the trade area, public funds and institutional
accounts, interest rates and interest rate sensitivity
• Reports of examination conducted by regulatory agencies and all correspondence received from and
addressed to regulatory bodies for any restrictions or limitations imposed by one or more of such
agencies on the operations of the selling or merging institution
• Audit reports prepared by independent certified public accountants
• Ownership and transferability of all classes of the capital stock of the selling or merging institution
• “Other borrowed money” for interest rates, maturities, collateral and other relevant features or terms
• All assets and liabilities other than investment securities, loans, deposits and other borrowed money
• Any pending or threatened litigation in which the selling or merging institution has been or may be named
a defendant or codefendant
• All other contingent liabilities including any liability for taxes
• Non-interest income and expense for agreements or commitments made with or to any current or former
employees and directors including employee benefits or executive compensation plans
• Terms of all agreements and contracts entered into by the selling or merging institution for goods and
services including any third party outsourcing arrangements
• All insurance coverage’s including blanket bond and liability coverage
• Minutes of all meetings of the Boards of Directors of the selling or merging institution and, if applicable,
the holding company of the selling or merging institution
• All operating policies adopted by the Board of Directors of the selling or merging institution
• Other matters as may be required by specific conditions of the selling or merging institution or holding
company

CMA BANK ADVISORS - PERFORMANCE DRIVEN

 CMA BANK ADVISORS SERVICES

| Commercial and Agricultural Lending and Compliance |

Loan Grading Systems and Integration with Loan Review Requirements
• Assist you in Assuring your bank’s loan policy and loan department procedures comply with current
regulatory requirements for objective loan grading and risk rating objectives and methodology (December,
2006 Interagency Policy Statement (IPS) and SR Letter 07-1)
• Perform reviews of your bank’s loan grading system to assure that grade definitions directly relate to
regulatory classified loan definitions as currently required
• Define the difference in requirements and scope between loan grading and loan review

Loan Documentation Training and Seminars Covering Chapter 554.9 (Article 9) of the Uniform
Commercial Code (Secured Transactions)
• Explanation of definitions of classes of collateral and their effective use
• Requirements for “Attachment” and “Perfection” of security interest
• Use of ”Purchase Money Security Interests” to effectively protect the bank
• Explanation of “Proceeds” of collateral
• Proper language for use in Security Agreements
• Proper language for use in Financing Statements (UCC-1, UCC-2)
• Explanation and proper usage of “After-Acquired Property” and “Future Advances” clauses in
bank’s documents
• Formal requirements of Financing Statements
• Documentation and filing requirements when borrower changes name or legal entity
• Rights and duties when collateral is in secured party’s possession
• Review bank’s loan forms for language required to protect the bank
• Define or provide loan documentation audits and formats
• All other sections as needed or requested

Loan Policy Evaluation and Enhancement

• Define responsibilities of board of directors
• Define loan committee structure and responsibilities
• Assure policy contains current ALLL methodology and reporting requirements
• Assure policy contains required non-accrual loan procedures and accounting requirements for returning
to accrual status
• Assure policy addresses current real estate appraisal requirements
• Define loan charge-off requirements

Compliance with Regulatory Requirements

• July, 2001 and December, 2006 IPS for ALLL requirements
• Title XI of the FDIC Real Estate Appraisal Reform amendments
• SR Letter 07-1 commercial real estate loan requirements
• Attachment 1 of December, 2006 IPS concerning loan review system requirements

Loan Department Structure and Reporting Requirements

• Independence of credit department quality analysis from influence of senior lending staff
• Requirements of loan review to report directly to board of directors loan committee or to the board of
directors
• Credit department structure and reporting requirements
• Use of independent loan review personnel

CMA BANK ADVISORS - PERFORMANCE DRIVEN

 CMA BANK ADVISORS SERVICES

| Asset/Liability Management, Policy and Reporting Systems |

Liquidity Management
• Analyze current liquidity position
• Define and evaluate and funding requirements
• Identify future funding requirements
• Evaluate potential sources of funds
• Analyze present and future earnings potential
• Evaluate gap between maturities and/or interest rate change opportunities of assets and liabilities
• Evaluate and develop liquidity contingency plan
• Assess liquidity management on net earnings position

Asset Management
• Assess bank’s deposit structure and loan portfolio projections
• Assess deposit concentrations
• Assess unused lines of credit and contingent liabilities
• Evaluate the impact of current and projected loan to deposit ratios

Liability Management
• Effects of yield spread by analyzing core deposits and purchased liabilities
• Identify and evaluate market conditions that may reduce the ability to attract deposits and borrowings at
favorable terms
• Determine and evaluate asset/liability maturity and/or interest rate change opportunities distribution effect
on interest rate risk

Policy/Management Reporting Systems

Safe and sound banking practice calls for the adoption of a policy statement defining liquidity needs, the
processes of satisfying such needs and subsequent monitoring. This policy statement should describe the lines of
authority, cooperation between units and responsible personnel. In addition, metrics need to be defined for
required liquidity, limits and ratios. CMA Bank Advisors can assist banks by evaluating the adequacy of policies
relating to:
• Ratio of loans to deposits
• Ratio of loans to capital
• Desired or targeted liability structure
• Acceptable level of liquidity vulnerable to concentrations
• Maturity limits for different types of liabilities
• Minimum requirements of liquidity necessary to maintain business continuity
• Ratio of pledged securities to total securities
• Management reports concerning the required components for liquidity decisions and monitoring results
• Written contingency plan
• Level of liquid assets
• Ability to liquidate loan and investment portfolios
• Appropriate level of term deposits and funding lines and determination of the appropriateness of
committed funds lines

CMA BANK ADVISORS - PERFORMANCE DRIVEN

 CMA BANK ADVISORS SERVICES

| Human Resources Services |

Workforce Management
• Resource needs planning
• Recruiting, interviewing and hiring
• New employee orientation
• Employee retention
• Job descriptions
• Performance management
• Performance improvement processes, coaching and feedback
• Team effectiveness
• Grievance processes
• Employee and labor relations
• Communications
• Downsizings and reductions-in-force
• Termination of employment

Employee Development
• Development planning
• Training design and delivery
• Leadership and management development
• Organization, Culture and Effectiveness
• Organization design
• Mergers and acquisitions
• Change management and communications
• Employee opinion/attitude surveys
• Succession planning
• Diversity

Compensation and Benefits

• Wage and benefit surveys
• Job pricing
• Reward and recognition programs
• Merit pay plans
• Incentive compensation plans

Compliance and Policies

• Risk assessment
• Employment law compliance
• Policies, procedures and employee handbooks
• Record keeping and employee information management

CMA BANK ADVISORS - PERFORMANCE DRIVEN

 CMA BANK ADVISORS SERVICES

| Information Technology and Project Management |

Web/Intranet Development
• Web/Intranet assessment
• Web site planning and design

Web-based Application Development

• Web-based application assessment
• Technology risk assessment
• Web-based application planning and design

Database Development
• Database design using business requirements
• Database management
• Data modeling
• Data mining

Network Planning and Design

• Network planning methodology
• Long-term and medium-term network planning
• Short-term network planning
• Operations and maintenance

Project Management
• Project planning
• Risk management and mitigation
• Change management initiatives
• Resource management and forecasting
• Project budget development
• Project evaluation and project/process improvement

Business Analysis
• Planning an approach for gathering, categorizing, and documenting business requirements
• Planning an approach to specify, visualize and document software-intensive systems
• Business process modeling and business process reengineering

CMA BANK ADVISORS - PERFORMANCE DRIVEN