Federal Deposit
Insurance Corporation

{{10-31-94 p.C-630}}
   [¶10,131] In the Matter of OmniBank of Mantee, Mantee, Mississippi, Docket No. FDIC-90-127b (11-7-90).

   Bank ordered to cease and desist from operating with inadequate capital; operating with a large volume of poor quality loans; operating with an inadequate loan valuation reserve; engaging in hazardous lending and collection practices; operating with inadequate provisions for liquidity; operating in such a manner as to produce operating losses; operating in violation of federal and state laws; operating with management whose policies and practices are detrimental to the Bank; and operating with a board of directors which does not provide adequate supervision. (This order was terminated by order of the FDIC dated 8–1–94; see ¶ 15,896.)

   [.1] Management—QUALIFICATIONS—Compliance
   [.2] Management—Written Policy—Minimum Requirements—Review
   [.3] Board of Directors—Outside Directors Added
   [.4] Definition—"Outside Director"
   [.5] Equity Capital—Increase/Maintain—Methods
   [.6] Definition—"Equity Capital"
   [.7] Loan Loss Reserve—Minimum Requirements—Review
   [.8] Profit Plan—Minimum Requirements—Review
   [.9] Loans—Adversely Classified—Eliminate/Reduce—Schedule
   [.10] Loans—Adversely Classified—Reduce—Written Plan—Review
   [.11] Loans—Extensions of Credit—Existing Borrowers—Curtail
   [.12] Loan Policy—Revision Required—Review
   [.13] Loan Portfolio—Review and Grading System—Minimum Requirements
   [.14] Board of Directors—Committee to Review Loans to Existing Borrowers
   [.15] Reports of Condition and Income—Amend
   [.16] Violations of Law—Eliminate/Correct
   [.17] Funds Management and Liquidity Policy—Minimum Requirements— Review
   [.18] Loans—Special Mention—Reduce
   [.19] Bank Holding Company—Fees Paid to—Limitations
   [.20] Dividends—Restricted
   [.21] Shareholders—Disclosure—Cease and Desist Order

In the Matter of

OMNIBANK OF MANTEE
MANTEE, MISSISSIPPI
(Insured State Nonmember Bank)
ORDER TO CEASE AND DESIST

   The Federal Deposit Insurance Corporation ("FDIC"), on July 9, 1990 issued to OmniBank of Mantee, Mantee, Mississippi ("Bank"), a NOTICE OF CHARGES AND OF HEARING ("NOTICE"), pursuant to section 8(b)(1) of the Federal Deposit Insurance Act ("Act"), 12 U.S.C. § 1818(b)(1). The NOTICE charges the Bank with having engaged in unsafe or unsound banking practices and violations of law and/or regulations.
   The Bank and counsel for the FDIC thereafter executed a STIPULATION AND CONSENT TO THE ISSUANCE OF AN ORDER TO CEASE AND DESIST ("CONSENT AGREEMENT"), dated Sep- {{4-30-91 p.C-631}}tember 17, 1990, whereby, solely for the purpose of this proceeding and without admitting or denying the allegations in the NOTICE, the Bank consented to the issuance of an ORDER TO CEASE AND DESIST ("ORDER") by the FDIC.
   The FDIC considered the matter and determined that it had reason to believe that the Bank had engaged in unsafe or unsound banking practices and had committed violations of law and/or regulations. The FDIC, therefore, accepted the CONSENT AGREEMENT and issued the following:

   IT IS HEREBY ORDERED that the Bank, its directors, officers, employees, agents, successors, assigns, and other institution-affiliated parties of the Bank, cease and desist from the following unsafe or unsound banking practices and violations;
   (a) operating with inadequate capital in relation to the kind and quality of assets held by the Bank;
   (b) operating with a large volume of poor quality loans;
   (c) operating with an inadequate loan valuation reserve;
   (d) engaging in hazardous lending and collection practices;
   (e) operating with inadequate provisions for liquidity;
   (f) operating in such a manner as to produce operating losses;
   (g) operating in violation of section 23A of the Federal Reserve Act, 12 U.S.C. § 371c, made applicable to state nonmember banks by section 18(j)(1) of the Act, 12 U.S.C. § 1828(j)(1); sections 75-17-9, 81-1-91, 81–5–45 and 81–5–77 of Mississippi Code Annotated, Miss. Code Ann. §§ 75-179 (1989), 81–1–91 (1989), 81–5–45 (1989) and 81-5-77 (1989); and section 325.3(b) of the FDIC Rules and Regulations, 12 C.F.R. § 325.3(b);
   (h) operating with management whose policies and practices are detrimental to the Bank and jeopardize the safety of its deposits; and
   (i) operating with a board of directors which has failed to provide adequate supervision over and direction to the active management of the Bank.
   IT IS FURTHER ORDERED that the Bank take affirmative action as follows:

   [.1] 1. (a) During the life of this ORDER, the Bank shall have management qualified to restore the Bank to a sound condition. Such management shall include a chief executive officer who has the demonstrated ability and experience to effectively supervise and manage a financial institution of comparable size with similar types and kinds of problem assets and an experienced senior lending officer responsible for supervising the Bank's overall lending function.
   (b) Bank management shall be assessed on its ability to:

   (i) Comply with the requirements of this ORDER;
   (ii) Improve and thereafter maintain the Bank in a safe and sound condition, including asset quality, capital adequacy, liquidity adequacy, and earnings adequacy; and
   (iii) Comply with all applicable State and Federal laws and regulations.

   [.2] (d)(i) To ensure both compliance with this ORDER and qualified management for the Bank, the board of directors, within 60 days from the effective date of this ORDER shall develop a written policy ("Management Policy") which shall incorporate an analysis of the Bank's management and staffing requirements and shall, at a minimum address (1) both the number and type of posi- {{4-30-91 p.C-632}}tions needed to properly manage the Bank, (2) a clear and concise description of the needed experience and pay for each job, (3) an evaluation of present management, (4) a plan to recruit, hire or replace personnel with requisite ability and experience, (5) a periodic evaluation of each individual's job performance, and (6) the establishment of procedures to periodically review and update the Management Policy.
   (ii) The Management Policy and any subsequent modification thereto shall be submitted to the Regional Director and the Commissioner for review and comment. Within 30 days from receipt of any comment, and after consideration of such comment, the board of directors shall approve the Management Policy which approval shall be recorded in the minutes of the meeting of the board of directors. Thereafter, the Bank and its directors, officers and employees shall implement and follow the Management Policy and any modifications thereto.

   [.3] (e) Within 30 days from the effective date of this ORDER, the board of directors shall establish a committee of the board of directors with the responsibility to ensure that the Bank complies with the provisions of this ORDER. At least a majority of the members of such committee shall be independent, outside directors as defined herein. The committee shall report monthly to the entire board of directors, and a copy of the report and any discussion relating to the report or the ORDER shall be included in the minutes of the board of directors. Nothing contained herein shall diminish the responsibility of the entire board of directors to ensure compliance with the provisions of this ORDER.

   [.4] (f) For the purposes of this ORDER, an "outside director" shall be an individual:

   (i) Who shall not be employed, in any capacity, by the Bank or its affiliates other than as a director of the Bank or an affiliate;
   (ii) Who shall not own or control, directly or indirectly, more than 9 percent of the voting stock of the Bank or its holding company;
   (iii) Who shall not be indebted, directly or indirectly, to the Bank or any of its affiliates in an amount greater than 10 percent of the Bank's equity capital and reserves;
   (iv) Who shall not be related to any directors, principal shareholders of the Bank or affiliates of the Bank; and
   (v) Who shall be a resident of, or engage in business in, the Bank's trade area.

   (i) The sale of new securities in the form of common stock; or
   (ii) The direct contribution of cash by the directors, shareholders, or parent bank holding company of the Bank; or
   (iii) Any other method acceptable to the FDIC.

   [.6] (g) For the purposes of this Order the term "equity capital" shall mean the sum of the Bank's common stock, perpetual preferred stock, capital surplus, and undivided profits minus intangible assets other than mortgage servicing rights and minus assets classified "Loss". Equity capital does not include the valuation reserve for loan and lease losses.
   (h) For the purposes of this Order the term "adjusted equity capital" shall mean "equity capital" minus fifty percent (50%) of assets classified "Doubtful" and minus estimated losses from lawsuits and other contingent liabilities.
   (i) For the purposes of this Order the term "adjusted average assets" shall mean the average total assets required to be included on the Bank's most recent Report of Condition and Income (Call Report) minus assets classified "Loss", fifty percent (50%) of assets classified "Doubtful", estimated losses from lawsuits and other contingent liabilities and minus intangible assets other than mortgage servicing rights.

   [.7] 3. (a) Within 30 days from the effective date of this Order, the Bank shall establish and shall thereafter maintain, through charges to current operating income, an adequate valuation reserve for loan and lease losses. In determining the adequacy of the valuation reserve for loan and lease losses, the board of directors of the Bank shall at a minimum consider the following:
   1) Prevailing instructions contained in the Federal Financial Institutions Examination Council booklet entitled "Instructions Consolidated Reports of Condition and Income";
   2) The volume and mix of the existing loan portfolio, including the volume and severity of nonperforming loans and adversely classified credits, as well as an analysis of net charge-offs experienced on previously adversely classified loans;
   3) The extent to which loan renewals and extensions are used to maintain loans on a current basis and the degree of risk associated with such loans;
   4) The trend of loan growth, including any rapid increase in loan volume within a relatively short time period;
   5) General and local economic conditions affecting the collectibility of the bank's loans;
   6) Previous loan loss experience by loan type, including the trend of net charge-offs as a percent of average loans over the past several years;
   7) Off balance sheet credit risks;
   8) The overall risk associated with each concentration of credit together with the degree of risk associated with each related individual borrower; and
   9) Any other factors appropriate in determining future valuation reserves.

   (b) Prior to the submission of any Report of Condition or Report of Income, the board of directors of the Bank shall review the adequacy of the Bank's valuation reserve for loan and lease losses. The minutes of the board meetings at which

   [.8] 4. (a) Within 60 days from the effective date of this ORDER, and within the first 30 days of each calendar year thereafter, the board of directors shall develop written profit plan consisting of goals and strategies for improving the earnings of the Bank for each calendar year. The written profit plan shall include, at a minimum:

   (i) Identification of the major areas in, and means by, which the board of directors will seek to improve the Bank's operating performance;
   (ii) Realistic and comprehensive budgets;
   (iii) A budget review process to monitor the income and expenses of the Bank to compare actual figures with budgetary projections on not less than a quarterly basis; and
   (iv) A description of the operating assumptions that form the basis for, and adequately support, major projected income and expense components.

   [.9] 5. (a) Within 10 days from the effective date of this ORDER, the Bank shall eliminate all assets classified "Loss" and one-half of the assets classified "Doubtful" as of February 16, 1990, that have not been previously collected or charged-off. Elimination of these assets through proceeds or other loans made by the Bank is not considered collection for the purpose of this paragraph.
   (b) Within 90 days from the effective date of this ORDER, the Bank shall have reduced the assets classified "Substandard" as of February 16, 1990 and those assets classified "Doubtful" that have not previously been charged-off pursuant to this ORDER to not more than $12,000,000.
   (c) Within 180 days from the effective date of this ORDER, the Bank shall have reduced the assets classified "Substandard" as of February 16, 1990 and those assets classified "Doubtful" that have not previously been charged-off pursuant to this ORDER to not more than $11,000,000.
   (d) Within 360 days from the effective date of this ORDER, the Bank shall have reduced the assets classified "Substandard" as of February 16, 1990 and those assets classified "Doubtful" that have not previously been charged-off pursuant to this ORDER to not more than $9,000,000.
   (e) Within 540 days from the effective date of this ORDER, the Bank shall have reduced the assets classified "Substandard" as of February 16, 1990 and those assets classified "Doubtful" that have not previously been charged-off pursuant to this ORDER to not more than $7,000,000.

   [.10] (f) Within 60 days of the effective date of this ORDER, the Bank shall formulate and submit to the Regional Director and the Commissioner for review and approval a written plan of action for each line of credit aggregating {{4-30-91 p.C-635}}$200,000 or more, setting forth the method by which the Bank will implement the reduction of the amount of classified assets required by Paragraphs 5(b), 5(c), 5(d), and 5(e). The plan shall include:

   (i) Target dollar levels to which the Bank will reduce each line of credit or other asset within three months, six months, twelve months, and eighteen months from the effective date of this ORDER; and
   (ii) Provisions for the submissions of monthly written progress reports under this Paragraph 5 to the Bank's board of directors for review and recordation in the board minutes.

   [.11] 6. (a) Beginning with the effective date of this ORDER, the Bank shall not make any further extension of credit to any borrower whose loans are charged-off, in whole or in part, or are adversely classified "Loss" or "Doubtful" as of February 16, 1990 and remain uncollected.
   (b) Beginning with the effective date of this ORDER, the Bank shall not make any further extension of credit to any borrower thereof whose loans in the aggregate exceed $50,000 and are adversely classified "Substandard" as of February 16, 1990 unless such extension has been approved by a majority of the Bank's board of directors in advance and the Bank's board of directors has detailed in the written minutes of the meeting how it has affirmatively determined all of the following: (i) that the extension of credit is in full compliance with the Bank's loan policy, (ii) that it is necessary to protect the Bank's interest or that the extension of credit is adequately secured, (iii) that based upon credit analysis the customer is deemed to be creditworthy, and (iv) that all necessary loan documentation is on file, including current financial and cash flow information and satisfactory appraisal, title, and lien documents. The minutes shall also include the following information about the extension of credit: (i) the amount adversely classified as of February 16, 1990, (ii) the current balance, (iii) the amount of credit requested, (iv) a description of the collateral and its value securing the credit, and (v) a full description of the documentation presented to the board of directors including the date of the borrower's most recent financial information and the borrower's current income or cash flow data.
   (c) Beginning with the effective date of this ORDER, the Bank shall not renew any loan without the full collection of interest due. The issuance of separate notes, to the borrowing customer or a third party, the proceeds of which pay interest due, shall not satisfy the requirements of this paragraph unless these separate notes receive prior board approval in the same manner as outlined in Paragraph 6(b).

   [.12] 7. (a) Within 60 days from the effective date of this ORDER, the Bank shall review its written loan policy and make whatever changes may be necessary to provide for the safe and sound administration of all aspects of the lending function. Evidence of the review and establishment of procedures to ensure compliance with the loan policy shall be reduced to writing. The policy and its implementation shall be in a form and manner acceptable to the Regional Director and the Commissioner as determined at subsequent examinations and/or visitations. (b) Beginning with the effective date of this ORDER, the Bank shall initiate and implement a program to strengthen its credit files and correct the technical exceptions as detailed on pages 2-f through 2-f-5 of the February 16, 1990 Report of Examination. In all future operations, the Bank shall ascertain that all documents or evidence thereof, properly completed, are obtained before credit is extended.

   [.13] 8. (a) Within 30 days of the effective date of this ORDER, the board shall establish an internal loan review and grading system ("System") to periodically review the Bank's loan portfolio and identify {{4-30-91 p.C-636}}and categorize problem credits. At a minimum the System shall provide for:

   (i) Identifying the overall quality of the loan portfolio;
   (ii) The identification and amount of each delinquent loan;
   (iii) An identification or grouping of loans that warrant the special attention of management;
   (iv) For each loan identified, a statement of the amount and an indication of the degree of risk that the loan will not be fully repaid according to its terms and the reason(s) why the particular loan merits special attention;
   (v) An identification of credit and collateral documentation exceptions;
   (vi) The identification and status of each violation of law, rule or regulation;
   (vii) An identification of loans not in conformance with the Bank's lending policy, and exceptions to the Bank's lending policy;
   (viii) An identification of insider loan transactions; and
   (ix) A mechanism for reporting periodically, no less than quarterly, to the board of directors on the status of each loan identified and the action(s) taken by management.

   [.14] (c) Within 60 days from the effective date of this ORDER the Bank's board of directors shall establish and appoint a loan committee to review and approve in advance all extensions of credit, and/or renewals that when aggregated with all other extensions of credit to that borrower, either, directly or indirectly, exceed or would exceed $50,000 unsecured or $150,000 fully secured. The review should include financial, income, and cash flow information, collateral values and lien information, repayment terms, past performance by the borrower, the purpose of the extension, and whether the extension complies with the Bank's loan policy and applicable rates and regulations. The loan committee shall meet at least twice monthly and shall maintain written minutes which document its review conclusions, approvals, denials and recommendations. At least a majority of the members of the loan committee shall be independent, outside directors as defined in Paragraph 1(f) of this ORDER.

   [.15] 9. (a) Within 30 days from the effective date of this ORDER, the Bank shall review all Reports of Condition and Income filed with the FDIC on and after February 16, 1990 and shall amend and file with the FDIC amended Reports of Condition and Income which accurately reflect the financial condition of the Bank as of the date of each such Report. At a minimum each such Report shall be amended to reflect elimination of all assets classified "Loss" and one-half of the assets classified "Doubtful" as required by Paragraph 5 of this Order and shall incorporate an adequate reserve for loan losses accurately reflecting the Bank's loan portfolio as of February 16, 1990, as required by Paragraph 3 of this Order.

   (b) In addition to the above and during the life of this ORDER, the Bank shall file with the FDIC Consolidated Reports of Condition and Income which accurately reflect the financial condition of the Bank as of the reporting period. In particular such Reports shall include any adjustment in the Bank's books made necessary or appropriate as a consequence of any State or FDIC examination of the Bank during that reporting period.

   [.17] 11. Within 60 days from the effective date of this ORDER, the Bank shall formulate and adopt a written liquidity and funds management policy. Such policy shall include the establishment of acceptable ranges of ratios in the following areas: volatile liability dependence, total loans to total deposits and temporary investments to volatile liabilities. In addition, the liquidity policy shall incorporate a funds management program which designates acceptable levels for: volatile liabilities, including bor- {{4-30-92 p.C-637}}rowings; asset mix, including temporary funds and investments, long-term investment securities and classes of obligors, loans to deposits; and rate-sensitive assets as a percent of rate-sensitive liabilities. The funds management aspect of the policy required by this Paragraph shall be coordinated with the written profit plan required by Paragraph 4 of this Order. Such policy and its implementation shall be in a form and manner acceptable to the Regional Director as determined at subsequent examinations and/or visitations.

   [.18] 12. Within 90 days from the effective date of this Order, the Bank shall sufficiently reduce or otherwise improve assets subject to Special Mention as of February 16, 1990 to warrant removal from the Special Mention category.

   [.19] 13. Within 60 days from the effective date of this ORDER, the Bank shall develop, adopt, and implement a written policy satisfactory to the Regional Director, which policy shall govern the relationship between the Bank and its holding company, and shall limit the payment of any management, consulting, or other fees or funds of any nature, directly or indirectly, to or for the benefit of the Bank's holding company to only those fees or funds of any nature, directly or indirectly, to or for the benefit of the Bank's holding company to only those fees or funds paid in connection with services performed by the Bank's holding company on behalf of or for the benefit of the Bank.

   [.20] 14. While this ORDER is in effect, the Bank shall not declare or pay any cash dividends on its capital stock without the prior written approval of the Regional Director and the Commissioner.

   [.21] 15. Following the effective date of this ORDER, the Bank shall send to its shareholders or otherwise furnish a description of this ORDER, (i) in conjunction with the Bank's next shareholder communication, and also (ii) in conjunction with its notice or proxy statement preceding the Bank's next shareholder meeting. The description shall fully describe the ORDER in all material respects. The description and any accompanying communication, statement, or notice shall be sent to the FDIC, Registration and Disclosure Unit, Washington, D.C. 20429 for review at least 20 days prior to dissemination to shareholders. Any changes requested to be made by the FDIC shall be made prior to dissemination of the description, communication, notice, or statement.
   The provisions of this ORDER shall be binding upon the Bank, its directors, officers, employees, agents, successors, assigns, and other institution-affiliated parties of the Bank.
   This ORDER shall become effective 10 days from the date of its issuance.
   The provisions of this ORDER shall remain effective and enforceable except to the extent that, and until such time as, any provisions of this ORDER shall have been modified, terminated, suspended, or set aside by the FDIC.
   Pursuant to delegated authority.
   Dated: November 7, 1990