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Director’s Trust and Wealth Services Committee Charter
Baylake Bank/Baylake Corp.

Director’s Trust and Wealth Services Committee Purpose

The primary purpose of the Director’s Trust and Wealth Services Committee (“DTC”) is to act on behalf of the Board of Directors in supervising the operations of the Trust Division to ensure proper exercise of the fiduciary powers of the bank, and to review the activities of the Trust Division, Baylake Investments, Baylake Insurance Agency and the Private Banking Division.

Committee Membership

The Director’s Trust and Wealth Services Committee shall consist of the following members: at least four (4) independent members of the Baylake Bank Board of Directors, President and Chief Operating Officer of Baylake Bank. The President and Chief Operating Officer and Chief Executive of Baylake Bank shall serve as ex-officio members of the DTC with voting rights. The Managing Director of Asset Management and Trust Services and Portfolio Manger shall attend the DTC meetings as attendees only and shall have no voting rights. In addition, the Director’s Trust Committee shall have the discretion and authority to request attendance at the Director’s Trust Committee meeting of any member of Baylake Wealth Services staff at any time.

Committee Meetings

The Director’s Trust and Wealth Services Committee shall meet monthly at a time and place designated by a majority of the Committee. The Committee shall maintain minutes of its meetings, and shall submit its minutes to the full Board of Directors’ at its next regular meeting following the Committee meeting.

Committee Responsibilities and Duties

To fulfill its duties, the Director’s Trust and Wealth Services Committee shall:

• Review and approve the organization and administration of the Trust Division.
• Review any Compliance and Risk Management issues confronting the Trust Division.
• Review and approve, on an annual basis, any proposed amendments, additions or changes to the Trust Division’s Trust Department Policy Manual.
• Review and approve Trust Division investment policies and activities.
• Review any delegation of investment and management functions.
• Review and approve new trust services and new business programs.
• Review changes in laws and regulations, as well as bank examiners’ and auditors’ reports, and any litigation involving the Trust Division.
• Review the administration of Baylake Insurance Agency, Private Banking Division and Baylake Investments, including financial reports and business development results.
• Review and approve all Trust Committee minutes, including individual account reviews, and all discretionary distributions.
• Review and approve all Investment committee minutes, including the Master Stock List and Mutual Fund Monitored List, and determine whether individual accounts’ investments are being made of retained in the accordance with the investment policy of the Division.
• Review all financial information for each division, including the balance sheet detail report, income and expense reports and/or branch production reports as applicable to each division.
• Review and approve all new and closed trust accounts and review fee concessions.
• Approve or ratify significant discretionary or reallocation actions and extraordinary expenditures
• Review and approve or reject all proposed policy changes (including any investment management changes).
• Review the reports of each division manager and grant approvals when required.
• Conduct such other reviews and approvals as required by each Division’s Policy and Procedures, and such other activities consistent with this charter, or as the Board of Directors deems appropriate.

July 30, 2009