Restrictions on industrial bank subsidiaries of Covered Companies.

Without the FDIC's prior written approval, an industrial bank that is controlled by a Covered Company shall not: (a) Make a material change in its business plan after becoming a subsidiary of such Covered Company; (b) Add or replace a member of the board of directors, board of managers, or a managing member, as the case may be, of the subsidiary industrial bank during the first three years after becoming a subsidiary of such Covered Company; (c) Add or replace a senior executive officer during the first three years after becoming a subsidiary of such Covered Company; (d) Employ a senior executive officer who is, or during the past three years has been, associated in any manner ( e.g., as a director, officer, employee, agent, owner, partner, or consultant) with an affiliate of the industrial bank; or (e) Enter into any contract for services material to the operations of the industrial bank (for example, loan servicing function) with such Covered Company or any subsidiary thereof.