Disclosures and Policies

Copyright Notice and Disclosures

Use of Information

Any person is hereby authorized to view the information available from this web site for informational purposes only. No part of the information on this site can be redistributed, copied, or reproduced without prior written consent of First Independence Bank.

Copyright Information

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Disclaimer of Warranties

The information contained or accessed, and references to corporations, including their services and products, are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, non-infringement, or error-free or uninterrupted service.

Descriptions of, or references to, products, services or publications within First Independence Bank’s web site does not imply endorsement of that product, service or publication. First Independence Bank makes no warranty of any kind with respect to the subject matter included herein, the products listed herein, or the completeness or accuracy of the information. First Independence Bank specifically disclaims all warranties, express, implied or otherwise, including without limitation, all warranties of merchantability and fitness for a particular purpose.

This publication could include technical inaccuracies or typographical errors. Changes may be periodically made to the information herein.

Disclosures

Facts, data, & other information presented on First Independence Bank website pages are provided directly by First Independence Bank.

First Independence Bank, our employees, officers, directors and shareholders, as well as BankSITE®, are not responsible for typographical errors or errors of omission; and, we cannot guarantee that all information is accurate or complete.

Deposit information presented on the website of First Independence Bank is in accordance with the Federal Reserves Truth in Savings Act (12CFR230). Interest rates displayed for deposit products are based on Annual Percentage Yield (APY) and may fluctuate at any time.

Loan information presented on the website of First Independence Bank is in accordance with the Federal Reserve Truth in Lending Act (12CFR226). Interest rates displayed for loan products are based on an Annual Percentage Rate (APR) and may fluctuate at any time.

Home Equity Loan Rate Disclosures:
Fixed Rate Home Equity Loan – Rates and terms subject to change. Normal underwriting guidelines apply. Standard fees at borrower’s expense.

Home Equity Line of Credit – Monthly Payments and Interest Only – The fully indexed Annual Percentage Rate (APR) is Prime + 0%. [“Prime” means the prime rate as published in The Wall Street Journal. The current rate is shown in the table. The rate may increase or decrease and cannot exceed 18%. Appraisal or title insurance, if required, at borrower’s expense. Property insurance is required. Flood insurance may be required. Property must be owner-occupied. Normal underwriting guidelines apply. Non-owner occupied loans are available at 1% higher with maximum of 90% LTV.

Mortgage Loan Rate Disclosures:
15-Year and 20-Year Fixed Rate – Rates and terms subject to change. Normal underwriting guidelines apply. Borrower pays all closing costs.

30-Year Fixed Rate – Rates and terms subject to change. Normal underwriting guidelines apply. Borrower pays all closing costs.

Construction Loan – Rates and terms subject to change. Normal underwriting guidelines apply. Borrower pays all closing costs. Your interest rate cannot change, increase or decrease more than two percentage points at each adjustment.

Adjustable Rate Mortgage – Rates and terms subject to change. Normal underwriting guidelines apply. Borrower pays all closing costs. Your interest rate cannot change, increase or decrease more than two percentage points at each adjustment.

Regulation E Disclosure

ELECTRONIC FUNDS TRANSFER AGREEMENT AND DISCLOSURES

Telephone (313) 256-8412

First Independence Bank 44 Michigan Avenue, Detroit, MI  48226

This Agreement and Disclosure is made in compliance with federal law regulating electronic funds transfer (EFT) services. Electronic funds transfers are electronically initiated transfers of money involving a deposit account at the Financial Institution. The following disclosures set forth your and our rights and responsibilities concerning the electronic funds transfers. In this Agreement, the words “you” and “your” mean those who sign as applicants or any authorized user(s). The words “we”, “us”, and “our” mean the Financial Institution.

The following disclosure is provided pursuant to the Electronic Funds Transfer Act and Regulation E.

This applies to all our bank customers who use any of the following transfers:

▪      Direct deposit of Social Security funds, payroll, or other funds.

▪     Direct charges to your account such as Blue Cross-Blue Shield, Medicare, utility bills or other charges.

▪      Telephone transfers where you call us and authorize transfers TO or FROM your account.

▪     Stop payment orders.

▪     Privacy Act, where third parties make inquiries about your accounts.

▪     Errors in your accounts – your rights and liabilities in having those errors corrected.

▪     Debit Cards

▪     Internet Banking

▪     A transfer via ACH (Automated Clearing House) where a consumer has provided a check to enable the merchant or other payee to capture the routing, account, and serial numbers to initiate the transfer (Some merchants or service providers will initiate an electronic funds transfer to collect a charge in the event a check is returned for insufficient funds.)

TELEPHONE NUMBER AND ADDRESS TO BE NOTIFIED IN EVENT OF UNAUTHORIZED TRANSFER

If you believe someone has transferred or may transfer money from your account without your permission, call or write to us at the number and address listed above.

RIGHT TO STOP PAYMENT OF PREAUTHORIZED TRANSFERS, PROCEDURE FOR DOING SO, RIGHT TO RECEIVE NOTICE OF VARYING AMOUNTS, AND FINANCIAL INSTITUTION’S LIABILITY FOR FAILURE TO STOP PAYMENT

If you have told us in advance to make regular payments out of your account, you can stop any of these payments. Here’s how: Call or write us in time for us to receive your request three (3) business days or more before the payment is scheduled to be made. If you call, we may also require you to put your request in writing and get it to us within fourteen (14) days after you call. Written notices are effective for six (6) months. We will charge you $25 for each stop payment order you give us.

If these regular payments may vary in amount, the person you are going to pay will tell you ten (10) days before each payment, when it will be made and how much it will be. (You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.) If you order us to stop one of these payments three (3) business days or more before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages.
FINANCIAL INSTITUTION’S LIABILITY FOR FAILURE TO MAKE TRANSFERS

If we do not complete a transfer to or from your account on time or in the correct amount according to our agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will NOT be liable, for instance.

▪     If, through no fault of ours, you do not have enough money in your account to make the transfer.

▪     If the money in your account is subject to legal process or other claim restricting such transfer.

▪     If the transfer would go over the credit line or your overdraft line.

▪     If the ATM where you are making the transfer does not have enough cash.

▪     If the terminal or system was not working properly and you knew about the breakdown when you started the transfer.

▪     If circumstances beyond our control (such as fire or flood) prevent the transaction, despite reasonable precautions that we have taken.

There may be other exceptions stated in our agreement with you.

Disclosures Regarding Electronic “Wholesale Credit” Transactions Subject to Uniform Commercial Code Article 4A

Credit given by us to you with respect to an automated clearing house credit entry is provisional until we receive final settlement for such entry through a Federal Reserve Bank. If we do not receive such final settlement, you are hereby notified and agree that we are entitled to a refund of the amount credited to you in connection with such entry, and the party making payment to you via such entry (i.e. the originator of the entry) shall not be deemed to have paid you in the amount of such entry.

Under the operating rules of the National Automated Clearing House Association, which are applicable to ACH transactions involving your account, we are not required to give next day notice to you of receipt of an ACH item and we will not do so. However, we will continue to notify you of the receipt of payments in the periodic statement we provide you.

We may accept on your behalf payments to your account which have been transmitted through one or more Automated Clearing Houses (ACH) and which are not subject to the Electronic Fund Transfer Act and your rights and obligations with respect to such payments shall be construed in accordance with and governed by the laws of the state of Michigan, unless it has otherwise specified in a separate agreement that the law of some other state shall govern.

Online Banking Computer Transactions

You may access your accounts(s) by computer by logging onto our website: firstindpendence.com. The bank will issue a password to use along with your User ID for the initial set-up. Then, for security purposes, you will create your own password and User ID to use for future access. This product may not be available for all products.

You may use this product to:

▪     Transfer funds between checking and savings account(s)

▪     Make loan payments from checking or savings to loan account(s) with us

▪     Obtain balance and history information on your checking and savings account(s)

▪     Obtain information on certificates of deposit

▪     Obtain loan balances and history information

  • Pay bills


MasterCard Debit Card

Currency Conversion: If you effect transactions with your MasterCard Debit Card in a currency other than US dollars, MasterCard International Inc., will convert the charge into a US dollar amount. At MasterCard International they may use a currency conversion procedure, which is disclosed to institutions that issue MasterCard. Currently, the conversion rate used by MasterCard International to determine the transaction amount in US dollars for such transactions is generally either a government mandated rate of wholesale rate determined by MasterCard International for the processing cycle in which the transactions is processed, increased by an adjustment factor established from time to time by MasterCard International. The currency conversion rate used by MasterCard International on the processing date may differ from the rate that would have been used on the purchase date or the cardholder statement posting date.

Types of Transfers: You may use the automated teller machine (ATM) card and personal identification number (PIN) issued to you to initiate transactions at ATMs within the networks identified on your card and such other facilities as we may designate from time to time. At present you may use your card to (some of these services may not be available at all ATMs):

▪     Withdraw cash from your checking account.

▪     Withdraw cash from your savings account.

▪     Transfer funds between your checking and savings account.

▪     Obtain balance information on your deposit accounts.

Limitation on Frequency and Amount:

You may withdraw up to a maximum of $315.00 cash at an ATM (if there are sufficient funds in your account) per day. ($315.00 ATM and $1,000.00 POS for a daily combined limit of $1,315.00)

For security purposes, the number of PIN (Personal Identification Number) tries are limited.

Money Market Accounts: You may make six (6) transfers from your account each four (4) week or similar period, if by preauthorized or automatic transfer, or telephone (including data transmission) agreement, by check, draft, debit card or similar order (including POS transactions). Transfer and withdrawals made in person, by messenger, by mail or at an ATM are unlimited.

Savings Accounts: Transfers from this account to another account or to a third party by preauthorized, automatic, telephone transfer, ATM, or draft is limited to six (6) per month.

Fees and Charges for ATM Transactions:

There is a $2.00 charge for each ATM withdrawal at machines we do not own.

There is a Replacement Card Fee of $15.00 per card.

Savings Accounts: A charge of $.75 will be charged for each debit transaction in excess of three (3) per month.

First Money Market and FI Business Money Market: A charge of $.25 will be assessed for each third party debit transaction (withdrawal, check paid, automatic transfer, or payment) out of this account in excess of six (6) during a month.

Types of Preauthorized Transfers: You may arrange for us to complete the following preauthorized transfers to your deposit accounts:

Accept direct deposits from your employer or other financial institutions to your checking or savings account.

Fees and Charges:

We will charge $25.00 for each stop-payment order for preauthorized transfers.


MASTERCARD DEBIT CARD — POINT OF SALE

Types of Transactions: You may use the card and PIN issued you to pay for purchases from merchants who have agreed to accept the card at point of sale (POS) terminals within the networks identified on your card and such other terminals as the Bank may designate from time to time.

Limitations on Frequency and Amount:

You may purchase up to a maximum of $1,315.00 worth of goods and services per day, inclusive of ATM withdrawals. ($315.00 ATM and $1,000.00 POS for a daily combined limit of $1,315.00) Your MASTERCARD DEBIT CARD will work at any location that will accept MASTERCARD.

For security purposes, the number of PIN (Personal Identification Number) tries using your MASTERCARD Debit Card are limited.

Money Market Accounts: You may make six (6) transfers from your account each four (4) week or similar period, if by preauthorized or automatic transfer, or telephone (including data transmission) agreement, by check, draft,  debit card or similar order (including POS transactions). Transfer and withdrawals made in person, by messenger, by mail or at an ATM are unlimited.

Savings Accounts: Transfers from this account to another account or to a third party by preauthorized, automatic, telephone transfer, ATM card, or draft is limited to six (6) per month.

Fees and Charges:

There is a $2.00 charge for each ATM withdrawal at machines we do not own.

There is a Replacement Card Fee of $15.00 per card.

Savings Accounts: A charge of $.75 will be charged for each debit transaction in excess of three (3) per month.

First Money Market and FI Business Money Market: A charge of $.25 will be assessed for each third party debit transaction (withdrawal, check paid, automatic transfer, or payment out of this account in excess of six (6) during a month.

The following limitations may be applicable to our accounts:

Liability for Unauthorized MasterCard Debit Point of Sale Debit Card Transactions. Tell us at once if you believe your MasterCard point of sale debit card has been lost or stolen or of any unauthorized transactions. Your liability for unauthorized use of your point of sale debit card and the MasterCard Debit logo when it is used as a MasterCard Debit point of sale debit card will not exceed:  (A) zero dollars ($0.00) if the conditions set forth below have been met, or (B) if those conditions have not been met, the lesser of fifty dollars ($50.00) or the amount of money, property, labor, or services obtained by the unauthorized use before notification to us. Zero liability will apply only if: (1) you report the loss or theft of your card within two (2) days of discovering it lost or stolen; and (2) you can demonstrate that you have exercised reasonable care in safe-guarding your card from risk of loss or theft; and (3) you have not reported two or more incidents of unauthorized use to us within the preceding twelve (12) months; and (4) your account is in good standing. These consumer liability limits apply only to United States issued MasterCard branded consumer cards. If the transaction does not meet the conditions set forth above, these limits with respect to unauthorized transactions may be exceeded to the extent allowed under applicable law (see Liability for Unauthorized Transfers paragraph below). ‘Unauthorized use’ means the use of your point of sale debit card by a person, other than you, who does not have actual, implied, or apparent authority for such use, and for which you receive no benefit. To notify us of lost or stolen cards, or of unauthorized transactions, call or write to us at the telephone number or address listed above. This will help prevent unauthorized access to your account and minimize any inconvenience.

In addition to the limitations set forth above, the following limitations may be applicable to your accounts:

Liability for Unauthorized Transfers. Tell us AT ONCE if you believe your card, ATM PIN, or POS card or PIN has been lost or stolen. Telephoning is the best way of keeping your possible losses down. You could lose all the money in your account. If you tell us within two (2) business days after you learn of the loss or theft of your card or code, you could lose as much as $50.00. Also, if your statement shows transfers that you did not make, tell us at once. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we will extend the time periods. If you believe that your card or code has been lost or stolen or that someone has transferred or may transfer money from your account without your permission, call or write to us at the telephone number or address set forth below. If you do not tell us within two (2) business days after you learn of the loss or theft of your card and/or PIN Number, and we can prove we could have stopped someone from using your card and /or PIN Number without your permission if you had told us, you can lose as much as $500.00.

Business Days: For purposes of these electronic funds transfer disclosures; our business days are Monday through Friday. Holidays are not included.

Documentation

Periodic Statement: You will get a monthly account statement from us, unless there are no transactions in a particular month. In any case you may get a statement quarterly. You will get a quarterly statement from us on your savings account if this is the only account you maintain and the only possible electronic transfer to or from the account is a preauthorized deposit.

Terminal Receipt: You can get a receipt at the time you make any transfer to or from your account upon one of our ATMs.

In Case of Errors or Questions About Your Electronic Transfer

If you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than sixty (60) days after we sent the FIRST statement on which a problem or error appeared.

▪     Tell us your name and account number (if any).

▪     Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.

▪     Tell us the dollar amount of the suspected error.

If you tell us orally, we may require that you send us your complaint or question in writing within ten (10) business days.

We will determine whether an error occurred within ten (10) business days (or 20 business days if the transfer involved a MasterCard transaction or the account has been opened less than 30 days) after we hear from you and will correct any error promptly.

If we need more time, however, we may take up to forty-five (45) days (90 days if the transfer involved a point of sale transaction, a foreign initiated transfer, or if the transfer occurred within 30 days after the first deposit to the account was made) to investigate your complaint or question.

If we decide to do this, we will credit your account within ten (10) business days (twenty (20) business days if involving a MasterCard® transaction if the transfer involved a new account) for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) business days, we may not credit your account.

If we decide that there was no error, we will send you a written explanation of our findings within three (3) business days after we finish our investigation. You may ask for copies of the documents that we used in an investigation.

Confidentiality: We will disclose information to third parties about your account or the transfers you make:

▪     To complete transfers a necessary;

▪     To verify the existence and condition of your account upon the request of a third party, such as a credit bureau or merchant; or

▪     To comply with government agency or court orders; or

▪     If you give us your written permission.

Personal Identification Number (PIN): The ATM PIN or POS PIN issued to you is for your security purposes. The numbers are confidential and should not be disclosed to third parties or recorded on the card. You are responsible for safekeeping your PIN(s). You agree not to disclose or otherwise make your ATM PIN or POS PIN available to anyone.


Notices: All notices from us will be effective when we have mailed them or delivered them to your last known address on our records. Notices from you will be effective when received by us at the telephone number or the address specified in this Agreement. We reserve the right to change the terms and conditions upon which this service is offered. We will mail notice to you at least twenty one (21) days before the effective date of any change, as required by law. Use of this service is subject to existing regulations governing your account and any future changes to those regulations.

Enforcement: In the event either party brings a legal action to enforce this Agreement or collect amounts owing as a result of any Account transaction, the prevailing party shall be entitled to reasonable attorneys’ fees and costs, including fees on any appeal, subject to any limits under applicable law.

Termination of ATM and POS Services : You agree that we may terminate this Agreement and your use of the ATM Card or POS services, if:

You or any authorized user of your ATM PIN or POS card or PIN breach this or any other agreement with us;

We have reason to believe that there has been an unauthorized use of your ATM PIN or POS card or PIN;

We will notify you or any other party to your account that we have cancelled or will cancel this agreement. You or any other party to your account can terminate this agreement by notifying us in writing.

Termination of service will be effective the first business day following receipt of your written notice. Termination of this agreement will not affect the rights and responsibilities of the parties under this agreement for transactions initiated before termination.

If you feel that we have violated the Michigan Electronic Funds Transfer Act you may notify:  Office of Financial and Insurance Regulation, Division of Financial Institutions, Box 30224, Lansing, MI  48909

Policies

Corporate Expenditures Policy -

This document sets forth the general policy of the Board of Directors of First Independence Corporation and the Board of Directors of First Independence Bank regarding expenditures of funds by the Corporation. As used in this policy statement, the term “Corporation” refers collectively to the corporation, the bank, and its direct and indirect subsidiaries. (Referred to herein as Corporation).

This Policy applies to all expenditures of funds of the Corporation that are authorized or approved by any officer, employee or director of the Corporation, including expenditures made by the Corporation for the purpose of reimbursing expenses incurred by an officer, employee or director.

General

It is the policy of the Boards of Directors that expenditures of the Corporation’s funds:

● be made only for valid corporate purposes and be reasonably related to the conduct or promotion of the Corporation’s business; and

● be limited to amounts that, under the circumstances, are considered reasonably necessary to achieve the purposes for which the funds are to be spent after giving due consideration to the nature and business purpose of the expenditures, the potential benefits of the expenditures to the Corporation and the potential adverse impact on the Corporation’s business if the expenditures are not made, the amount of the expenditures in relation to the size of the Corporation’s business, and other relevant considerations.  Expenditures for other than valid corporate purposes, or that are not reasonably related to the conduct or promotion of the Corporation’s business, are prohibited.

It is also the policy of the Boards of Directors that the Corporation not make expenditures that, although for purposes related to the conduct or promotion of the Corporation’s business, are in amounts such as would cause them to be considered to be excessive or “luxury” expenditures. The reasonableness of different types of expenditures, and whether they are unnecessary, “luxury” or excessive, will vary based on their purpose and the circumstances surrounding them. As a result, this policy statement does not set specific limits on the amounts or nature of otherwise permissible expenditures and, except as provided below in the case of certain types of expenditures, the Corporation’s senior management may approve expenditures within their areas of authority pursuant to the Corporation’s normal operating policies and procedures. However, the Boards of Directors direct those individuals to consider the purpose and amount of each expenditure of the Corporation’s funds and to consider whether it is permitted under this Policy Statement and, even if it is, whether the amount of the expenditure is reasonable and appropriate under the circumstances and provides a commensurate benefit to the Corporation and its shareholders. If questions arise, those individuals should seek guidance from the Corporation’s Chief Executive Officer, President & Chief Operating Officer or Chief Financial Officer as provided below.

Administration and Interpretation of Policy

The Corporation’s Chief Executive Officer, President & Chief Operating Officer or Chief Financial Officer are directed by the Board to monitor expenditures by the Corporation with a view toward avoiding unnecessary or excessive expenditures for any purpose and insuring compliance with this Policy Statement. In the event questions arise regarding the proper interpretation or application of this Policy Statement to specific expenditures or under specific circumstances, any of them may interpret and apply this Policy Statement. Those individuals should make periodic reports to the full Boards at regular meetings regarding any expenditures by the Corporation other than in the ordinary course of business, that involves an unusual or extraordinary purpose or amount, or that otherwise involve unusual circumstances.

Among other things, this Policy is intended to comply with laws, regulations, rulings, interpretations and guidelines applicable to the Corporation as a participant in the TARP Capital Purchase Program (the “CPP Rules”). Accordingly, this Policy shall be interpreted in a manner consistent with the CPP Rules as they may be modified, amended or supplemented from time to time.

Guidelines Regarding Specific Types of Expenditures

The Boards of Directors believes that certain types of expenditures by the Corporation necessitate closer scrutiny and control than others. In that regard, the Board has established the following guidelines for the specific types of expenditures by the Corporation described below.

Office and Facility Construction and Renovations.

The Boards of Directors believes that the Corporation’s facilities and employee offices should be comfortable, functional, maintained in a safe condition, and designed and maintained in a manner such as will promote the efficient conduct of the Corporation’s business. In addition, the Boards believe that the appearance of the Corporation’s facilities affects the Corporation’s image in the eyes of customers and the public and is a factor in the success of its business, and that facilities and offices used for meetings and/or visited by customers, suppliers and other members of the public should be attractive and maintained in a condition such as will reflect positively on the Corporation. Lastly, the Boards believe that the personal offices of members of the Corporation’s senior management should be up-fitted in a manner reasonably commensurate with their positions and responsibilities and such as will facilitate the discharge of their duties. However, it is the Board’s policy that the Corporation not spend excessive amounts to provide facilities or offices that incorporate unnecessarily luxurious or extravagant designs, materials, furnishings, decorations or other features. Expenditures in the construction and up-fitting or renovation of the Corporation’s facilities or offices, including senior management offices, should be limited to amounts reasonably consistent with the above guidelines. Expenditures incurred in connection with the construction, up-fitting or renovation of the Corporation’s facilities or offices in excess of an aggregate of $100,000 must be approved in advance by the Boards of Directors or the Executive Committees of the Boards. Each such approval shall be documented in a written form which shall describe the nature of the construction or renovation and the aggregate estimated amount of the expenditure and be signed by the Chairman of the Boards or Committee and transmitted to the Corporation’s Chief Financial Officer to be kept in a permanent file.

Customer Entertainment or Events.

The Board of Directors recognizes that, in the ordinary course of its business, it is in the best interests of the Corporation for officers or employees to entertain individual customers or prospective customers (such as business lunches or invitations to various entertainment events) or for the Corporation to sponsor events to which groups of customers, prospective customers, or members of the public are invited. These activities foster good relations between the Corporation and its existing customers help to attract new customers, and otherwise promote the Corporation’s business and its standing in its communities. However, it is the Boards’ policy that these activities be limited to those that management reasonably believes will promote the Corporation’s business and achieve its business purposes, that they not be excessive or extravagant under the circumstances, and that the Corporation’s expenditures in connection with any such activities be limited to amounts reasonably necessary to achieve the purposes of the activities.  Reimbursements for expenditures incurred by an individual officer or employee in connection with meals or entertainment provided to individual customers or prospective customers shall be subject to the Corporation’s standard expense reimbursement policies and procedures as in effect from time to time. Expenditures not exceeding an aggregate of $5,000 in connection with group events sponsored by an individual office or department of the Corporation, or by offices within a region, shall be approved in advance by Senior Management Committee. Expenditures for such events in excess of an aggregate of $5,000 shall be approved in advance by the Chairman. Expenditures for Corporation-wide events shall be approved in advance by the Chairman.  Each such advance approval shall be documented in a written form which shall describe the nature of the group event and the aggregate estimated amount of the expenditure and be signed by the person approving the event and transmitted to the Corporation’s Chief Financial Officer to be kept in a permanent file.

Employee Entertainment or Events.

The Board of Directors recognizes that, in the ordinary course of its business, it may be in the best interests of the Corporation to provide holiday events or entertainment, or other non-business functions, for the Corporation’s employees. These functions foster good relations between the Corporation and its employees and promote employee morale. Similarly, the Corporation may from time to time conduct other employee events, or provide travel or entertainment to individual employees, for purposes of or in connection with staff development functions or as performance incentives. It is the Boards’ policy that these functions be limited to

those that management reasonably believes will promote the Corporation’s business and achieve its business purposes, that they not be excessive or extravagant under the circumstances, and that the Corporation’s expenditures in connection with any such events be limited to amounts reasonably necessary to achieve the purposes of the events.  Expenditures not exceeding an aggregate of $2,500 in connection with employee events shall be approved in advance by the Senior Management Committee. Expenditures for such events in excess of an aggregate of $2,500 shall be approved in advance by the Chairman. Expenditures for Corporation-wide events shall be approved in advance by the Chairman. Each such advance approval shall be documented in a written form which shall describe the nature of the employee event and the aggregate estimated amount of expenditures and be signed by the person approving the event and transmitted to the Corporation’s Chief Financial Officer to be kept in a permanent file.

Board and Management Retreats.

The Boards of Directors believe that occasional retreats for directors or management teams allow those groups to focus on the Corporation’s planning processes and business issues in an atmosphere that minimizes interruptions and maximizes productivity to a greater extent than would be the case with normal workday meetings. Meals, lodging and entertainment provided by the Corporation in connection with multi-day retreats provide the additional benefit of promoting personal interaction among individual participants and cohesiveness and team building within the participating group. However, it is the Boards’ policy that the primary focus in the planning and selection of locations for retreats be achievement of business goals rather than the entertainment of participants, and that accommodations and entertainment not be excessive or extravagant under the circumstances, and that the Corporation’s expenditures in connection with any such events be limited to amounts reasonably necessary to achieve the purposes of the events.

The scheduling of, and arrangements and expenditures for, all retreats shall be approved in advance by the Chairman. Each such advance approval shall be documented in a written form which shall describe the nature of the retreat and the aggregate estimated amount of expenditures, and be signed by the Chairman and transmitted to the Corporation’s Comptroller to be kept in a permanent file.

Corporation-Owned Vehicles.

As a result of travel requirements associated with their positions, and as a benefit which may be a part of their compensation, the Boards of Directors may approve the provision of automobiles for the use of certain of its senior officers. Those vehicles are owned and maintained by the Corporation, and those officers are permitted to use their vehicles for personal travel. Each officer’s vehicle should be comfortable and safe, serviced regularly and maintained in good condition. However, while the type and cost of officers’ vehicles may vary based on their relative positions and responsibilities, it is the Board’s policy that the Corporation minimize the cost of providing vehicles to officers by not purchasing excessively expensive or luxury vehicles for any officers and that, barring unforeseen circumstances (such as damage or excessive repair or maintenance costs) necessitating earlier replacement, vehicles be replaced no more frequently than each two to three years.

Purchases of vehicles for the use of the Corporation’s must be approved in advance by the Boards of Directors or the Executive Committee of the Boards. Purchases of vehicles for the use of all other Corporation employees may be approved in advance by either the Chairman. Each such advance approval shall be documented in a written form which shall describe the vehicle to be purchased and the amount of the expenditure and be signed by the Chairman, as appropriate, and transmitted to the Corporation’s Chief Financial officer to be kept in a permanent file.

Employee Travel.

The Board of Directors believes that when officers, employees or directors are required to travel in connection on the Corporation’s business, or when they travel to approved business-related conferences, professional meetings and continuing education seminars, the Corporation is obligated to reimburse them for travel expenses and provide them with meals and safe and comfortable accommodations located in reasonable proximity to their destinations. However, it is the Board’s policy that management of the Corporation monitor employee travel expenses to insure that expenditures are reasonably incurred and not excessive.

Reimbursements for expenditures incurred by an individual officer or employee in connection with business-related travel shall be subject to the Corporation’s standard expense reimbursement policies and procedures as in effect from time to time. With regards to air travel, first class and business class travel on commercial airlines is not permissible if there is an incremental cost to the Corporation and less expensive seats are available.