Contract analysis

I. Introduction I write on behalf of Belmont Ridge Bank National Association ("BRB" or the "Bank"), OCC Charter No. 48271, FDIC Certificate No. 31845, in connection with the Bank's obligations under Consent Order No. OCC-2025-003 (the "Consent Order"), issued by the Office of the Comptroller of the Currency (the "OCC") on January 15, 2025. BRB is a national banking association headquartered at 680 Lexington Avenue, 2

Article VII, Section 1 of the Consent Order establishes February 15, 2025 as the deadline by which the Bank must engage the independent consultant. BRB is committed to having this engagement fully in place well in advance of that deadline, and has accordingly undertaken an expedited but thorough selection process to identify a qualified and independent consultant. The Bank submits this proposal with the expectation t

II. Background — Consent Order and Requirement for Independent Consultant A. The Consent Order Consent Order No. OCC-2025-003 was issued by the OCC on January 15, 2025, following the OCC's targeted BSA/AML examination of BRB conducted between March 2024 and September 2024 (the "Examination"). The Consent Order arose from the OCC's findings during the Examination that BRB maintained deficiencies in its BSA/AML and OFA

Article VII of the Consent Order requires BRB to retain an independent consultant, subject to OCC non-objection, to conduct a comprehensive assessment of the Bank's BSA/AML and OFAC compliance program, including an evaluation of each of the deficiency categories identified above, and to validate the Bank's remediation efforts. The independent consultant is required to be acceptable to the OCC, to be free from conflic

III. Proposed Independent Consultant — Thornfield Consulting Group LLC A. Firm Overview BRB proposes to engage Thornfield Consulting Group LLC as the independent consultant under Article VII of the Consent Order. The key details of the proposed Consultant are as follows: Full Legal Name: Thornfield Consulting Group LLC Entity Type: Limited liability company organized and existing under the laws of the State of Delawa

IV. Proposed Scope of Engagement The proposed scope of Thornfield's engagement encompasses three phases, designed to align with the requirements of Article VII of the Consent Order and the anticipated timeline for BRB's remediation efforts. A detailed Scope of Work is enclosed as Enclosure 2 (Appendix A to the Thornfield Engagement Agreement). The three phases are summarized below. A. Phase 1 — On-Site Assessment and

V. Proposed Engagement Terms A. Fee Structure The proposed fee structure for the Thornfield engagement is as follows: Fixed Professional Fee: $6,500,000 for the full twelve-month engagement period (February 2025 through February 2026), payable in monthly installments of $541,666.67. Expenses: Reasonable and documented out-of-pocket expenses, including travel, lodging, technology and data access costs, and related eng

VI. Engagement Agreement BRB and Thornfield have negotiated a comprehensive engagement agreement (the "Engagement Agreement"), engagement reference TCG-BRB-2025-001, which is to be executed promptly upon receipt of the OCC's non-objection to the proposed engagement. A draft of the Engagement Agreement is enclosed as Enclosure 3 to this letter for the OCC's review. The Engagement Agreement addresses all material terms

VII. Request for Non-Objection On behalf of BRB, I respectfully request that the OCC confirm its non-objection to the engagement of Thornfield Consulting Group LLC as the independent consultant pursuant to Article VII of Consent Order No. OCC-2025-003. BRB believes that Thornfield possesses the qualifications, expertise, independence, and resources necessary to conduct the comprehensive BSA/AML and OFAC compliance pr

VIII. Closing Thank you for your consideration of this proposal. BRB appreciates the OCC's engagement and cooperation throughout this process, and we look forward to receiving the OCC's response at its earliest convenience, recognizing the February 15, 2025 engagement deadline established by the Consent Order. I am available to discuss this letter and the enclosed materials at any time at the OCC's convenience. I can