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DIRECTOR LOAN COMMITTEE CHARTER
Baylake Bank/Baylake Corp

Director Loan Committee Purpose

The primary purpose of the Director Loan Committee (DLC) is to oversee the operations, underwriting, pricing, procedures, and profitability of the lending function of Baylake Bank. It recommends loan policies to the Baylake Bank Board of Directors. In the policies lending authority for the Loan Officers, Special Loan Committee, Executive Loan Committee, and the DLC are established.

The DLC’s primary responsibilities are to:

• Review minutes of the Special Loan Committee and the Executive Loan Committee

• Review Loan Review Reports

• Review management information reports that pertain to the lending function, including those that appear on the standard DLC agenda.

• Review legal matters that pertain to the lending function, including referrals to legal when it is practical to do so.

• Approve special dispensation of loans and charge-offs of loans.

• Review acquisition, operation, and dispensation of other real estate owned and assets involved in receivership and bankruptcy.

• Assure compliance with applicable law and regulations that apply to the lending function.

• Review loan marketing materials and programs

• Review and vote on appropriate loan applications

Director Loan Committee Membership
The Chief Executive Officer and at least four independent directors shall be appointed to the DLC. The Executive Vice President-Business Services/Lending, the Sr. Vice President-Commercial Loans, and the Sr. Vice President-Risk Management shall serve as non-voting ex-officio members.

Director Loan Committee Meetings
Unless otherwise agreed to by a majority of the Committee, the DLC shall meet weekly. The Chair of the Committee, the Chief Executive Officer, or the Executive Vice President-Business Services/Lending may call special meetings.

Other
The DLC shall maintain minutes of its meetings and make them available to the Boards of Directors at their next regular meetings. All matters are subject to review of the Boards. Large lending commitments shall be reported to the Boards.

The DLC, along with the Boards of Directors, shall review and assess the adequacy of this Charter at least annually. The Charter shall be submitted to the Board of Directors of Baylake Bank at its annual meeting.