Summary of RAINIER PACIFIC FINANCIAL GROUP INC

Item 1.01 Entry Into a Material Definitive Agreement.

On September 28, 2009, Rainier Pacific Savings Bank (the "Bank"), wholly-owned subsidiary of Rainier Pacific Financial Group, Inc. ("Company") entered into a Stipulation and Consent to the Issuance of an Order to Cease and Desist with the Federal Deposit Insurance Corporation, or FDIC, and the Washington Department of Financial Institution, or DFI. The Order to Cease and Desist was issued and became effective on September 30, 2009.

The regulators determined that they had reason to believe that the Bank had engaged in unsafe or unsound banking practices and violations of law and/or regulations.

Under the terms of the FDIC order, the Bank cannot declare dividends without the prior written approval of the FDIC and the DFI. Other material provisions of the order require the Bank to:

· Maintain and preserve qualified management,

· Increase Board participation in the affairs of the Bank,

· Increase the Bank's capital,

· Maintain the Bank's allowance for loan and lease losses at a level proportionate with the risk in its loan portfolio,

· Reduce the Bank's classified assets, and prohibit the extension of loans to borrowers that have had loans with the Bank that were classified or charged-off,

· Implement accurate and realistic models for valuing and pricing the Bank's collateralized debt obligations portfolio and recognizing other than temporary impairment securities,

· Develop a three-year strategic business plan,

· Formulate and implement a profit plan,

· Eliminate and/or correct all violations of law and contraventions of policy,

· Implement a liquidity and funds management oversight policy,

· Reduce the Bank's brokered deposits, and

· Prepare and submit progress reports to the FDIC and the DFI.

The FDIC order will remain in effect until modified or terminated by the FDIC and the DFI.

The Bank expects to continue to serve its customers in all areas including making loans, establishing lines of credit, accepting deposits and processing banking transactions.

The description of the Order and the Stipulation and Consent set forth in this Item 1.01 are qualified in their entirety by reference to the Order and Stipulation and Consent, copies of which are attached as Exhibits 10.1 and 10.2, respectively, hereto and are incorporated by reference herein in their entirety.

On October 1, 2009, the Company issued a press release with respect to the foregoing matters, a copy of which is attached hereto as Exhibit 99.1.

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