CONFIDENTIALITY-UNDERTAKINGS.doc

CONFIDENTIALITY UNDERTAKINGSTO: Financial Restructuring FundCentral Deposit Insurance Corp.Taitung Business BankIn respect of the prospective sale of certain non-performing loans owned by Taitung Business Bank (hereinafter referred to as Bank and the prospective transaction hereinafter referred to as Transaction) who is currently under the statutory management by Central Deposit Insurance Corp. (hereinafter referred to as CDIC), which is authorized by the Financial Restructuring Fund (hereinafter referred to as FRF) and which retains PricewaterhouseCoopers (hereinafter referred to as PwC) as its financial advisor of the Transaction, we, (hereinafter referred to as the Company), understand that CDIC and the Bank intend to disclose to the Company certain Confidential Information (as defined below) to the Bank upon the terms and conditions set forth below with which we hereby undertake to comply:1. CONFIDENTIAL INFORMATION For the purposes of the Transaction, Confidential Information shall mean any and all information, data, documents, agreements, or any other materials disclosed or made available to the Company by PwC, the Bank or CDIC or their employees, officers, directors, advisors or counsels, either directly or indirectly through due diligence orientation, during the due diligence review, at the business premises of the Bank, or through any electronic media or others in connection with the aforementioned non-performing loans or related business operations of the Bank.2. CONFIDENTIALITY OBLIGATIONS OF THE COMPANYThe Company shall keep, and shall procure that its respective employees, officers, personnel, directors, supervisors, advisors, consortium members, partners, successor companies, outside counsels and any other person who might have access to or come into possession of the Confidential Information (collectively referred to as the Representatives) shall strictly keep confidential any and all Confidential Information, unless such Confidential Information:(a)was or becomes known to the public, other than by reason of a breach of this Confidentiality Undertaking;(b)was, at the time of receipt, already in the Companys possession, and received from a legitimate third party source, as supported by sufficient evidence by the Company; or(c)was, as supported by sufficient evidence by the Company, obtained from a third party legally entitled to use and disclose the same; or(d)has been ordered or requested by a court or other authority of competent jurisdiction or in compliance with any applicable law, rule or regulation. In such event, the Company will, to the extent permitted by law and afterseeking necessary protective order or defense (if applicable), immediately notify CDIC in writing of such order, request or requirement for compliance so that the Bank or CDIC can seek an appropriate protective order or other remedy.3. ACCESS AND USE OF CONFIDENTIAL INFORMATION BY THE COMPANY3.1 Any access to the Confidential Information by the Company or any of its Representatives shall, strictly and at all times, be in accordance with any and all instruction provided by CDIC concerning the Transaction. The Company shall not remove, copy, duplicate or otherwise reproduce Confidential Information or any portion thereof without CDICs prior written consent. 3.2 The Company shall not disclose, use, publish, disseminate or otherwise communicate, directly or indirectly, in whole or in part, at any time or in any manner, any Confidential Information other than to its Representatives that are directly concerned with evaluating the Transaction. 3.3 Notwithstanding the above, the Confidential Information may be used by the Company and its Representatives for the sole purpose of obtaining an understanding of and evaluating the Transaction (the Permitted Purpose). 4. THE COMPANYS DUTY OF CARE4.1 The Company shall protect the confidentiality of the Confidential Information through the exercise of duty of care as a prudent administrator. Furthermore, the Company acknowledges that in accessing and using the Confidential Information, it has to comply with all relevant laws and regulations, including without limitation, the regulation made by the Financial Supervisory Commission on July 19, 2004, coded Chin Kuan Yin (1) 0938011278 which requires the Company to take the following actions:(a)to affirmatively ensure that the Confidential Information will not be disclosed to a third party other than the Representatives of the Company;(b)to take strict precautions to avoid use and disclosure of any Confidential Information other than for the Permitted Purpose; and(c)to establish an internal control supervision mechanism to ensure that there is no use of the Confidential Information other than for the Permitted Purpose; and the Company shall conduct periodic and non-periodic reviews with respect thereto. 4.2 The Bank, FRF and CDIC shall be entitled to claim any and all damages, including without limitation, reasonable attorneys fees arising from the breach of any of the terms herein by the Company or its Representatives as provided under the laws of the Republic of China.5. RETURN OF THE CONFIDENTIAL INFORMATION.All the documents and other information relating to the Confidential Information shall remain the property of the Bank. Except otherwise agreed by CDIC, all the Confidential Information in whatever form together with any copies including, but not limited to, electronic copies thereof shall immediately be returned to the Bank or CDIC or deleted or destroyed upon instruction of CDIC. 6. ACKNOWLEDGEMENT OF THE COMPANYThe Company acknowledges that none of the Bank, CDIC, FRF and PwC makes any representation or warranty as to the accuracy or completeness of Confidential Information and the Company shall make and rely on its own credit analysis and decisions in taking or not taking any action in connection with the Confidential Information and the Transaction.7. NO REPRESENTATION AND WARRANTY BY THE BANK/FRF/CDIC/PwCThe Confidential Information is provided by the Bank, FRF, CDIC or PwC in good faith but without assuming a duty of care and any other liability. The Bank, FRF, CDIC or PwC gives no warranty or representation as to the accuracy and completeness of the information contained in the Confidential Information and shall not be liable for errors, omissions in, or delays or interruptions to or cessation of the provision of the Confidential Information through negligence or otherwise. 8. DURATION AND SURVIVALSubject to the obligations for the deletion, destruction or return of the Confidential Information under Article 5, unless otherwise providd by laws or regulations, the confidentiality obligations and other undertakings of the Company set forth in this Confidentiality Undertakings shall remain valid until the expiration of a two-year period after the signing date of this Confidentiality Undertakings, whether or not the Transaction is consummated between the Bank/CDIC/FRF and the Company.9. NO ASSIGNMENTThe Company shall not assign the rights hereunder or delegate its duties to access the Confidential Information without the prior written consent of CDIC.10. GOVERNING LAWThe terms herein shall be governed and construed in accordance with the laws of the Republic of China.11. JURISDICTIONIn the event of any controversy or claim arising out of or relating to the terms set forth herein, or the breach or alleged breach thereof, the Company irrevocably (i) submits to the jurisdiction of the Taiwan Taipei District Court; and (ii) waives any objection which it may have any time to the laying of the venue of any proceeding brought in any such court.For registration and pre-qualification purposes, the Company shall provide the executed copy of this Confide