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FDIC Enforcement Decisions and Orders

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   [10,290] In the Matter of Plymouth Five Cents Savings Bank, Plymouth, Massachusetts, Docket No. FDIC-91-226b (7-31-91).

   Bank to cease and desist from such unsafe or unsound practices as operating with excessive volumes of adversely classified assets; following hazardous lending and lax collection practices; operating with inadequate capital; operating with management whose policies are detrimental to the Bank; engaging in practices which produce inadequate operating income; operating with inadequate allowance for loan and lease losses; failing to submit Reports of Condition and Income in accordance with instructions; operating with inadequate liquidity; and operating with excessive interest rate risk exposure. (This order was terminated by order of the FDIC dated 9-21-92; see ¶ 15,529.)

   [.1] Management—Qualifications—Review
   [.2] Management—Management Plan—Minimum Requirements
   [.3] Board of Directors—Election—Outside Directors Added
   [.4] Allowance for Loan and Lease Losses—Establish/Maintain
   [.5] Capital—Tier 1 Capital—Increase/Maintain—Methods
   [.6] Loans—Risk Position—Reduction Required
{{11-30-92 p.C-1258}}
   [.7] Loans—Extensions of Credit—Existing Borrowers—Curtail
   [.8] Loan Policy—Written Revision—Minimum Requirements
   [.9] Profit Plan—Minimum Requirements
   [.10] Funds Management—Written Policy Required
   [.11] Investment Policy—Written Revision Required
   [.12] Dividends—Restricted
   [.13] Shareholders—Disclosure—Cease and Desist Order
   [.14] Compliance Reports—Frequency

In the Matter of

PLYMOUTH FIVE CENTS SAVINGS BANK
PLYMOUTH, MASSACHUSETTS
(Insured State Nonmember Bank)
ORDER TO CEASE AND DESIST

   Plymouth Five Cents Savings Bank, Plymouth, Massachusetts ("Bank"), having been advised of its right to a Notice of Charges and of Hearing detailing the unsafe or unsound banking practices and a violation of a regulation alleged to have been committed by the Bank and of its right to a hearing on such alleged charges under section 8(b)(1) of the Federal Deposit Insurance Act ("Act"), 12 U.S.C. § 1818(b)(1), and having waived those rights, entered into a STIPULATION AND CONSENT TO THE ISSUANCE OF AN ORDER TO CEASE AND DESIST ("CONSENT AGREEMENT") with counsel for the Federal Deposit Insurance Corporation ("FDIC"), dated July 23, 1991, whereby solely for the purpose of this proceeding and without admitting or denying any unsafe or unsound banking practices or violations of law and/or regulations, 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 violated the regulation. The FDIC, therefore, accepted the CONSENT AGREEMENT and issued the following:
ORDER TO CEASE AND DESIST
   IT IS HEREBY ORDERED, that the Bank (and its institution-affiliated parties, as that term is defined in section 3(u) of the Act, 12 U.S.C. section 1813(u), to the extent such parties are subject to this ORDER pursuant to the Act), cease and desist from the following unsafe or unsound banking practices and violations of regulation:
   (a) operating with an excessive volume of adversely classified assets;
   (b) engaging in hazardous lending and lax collection practices, including maintaining an excessive volume of overdue and adversely classified loans;
   (c) operating with inadequate capital for the kind and quality of assets held in violation of Part 325 of the FDIC's Rules and Regulations, 12 C.F.R. Part 325;
   (d) operating with management whose policies and practices are detrimental to the Bank;
   (e) engaging in practices which produce inadequate operating income;
   (f) failing to provide adequate supervision and direction over the affairs of the Bank to prevent unsafe or unsound practices and a regulatory violation;
   (g) operating with an inadequate allowance for loan and lease losses for the volume, kind and quality of loans held;
   (h) failing to submit Reports of Condition and Income in accordance with prevailing instructions;
   (i) operating with inadequate liquidity; and,
   (j) operating with excessive interest rate risk exposure.
   IT IS FURTHER ORDERED, that the Bank (and its institution-affiliated parties, to the extent such parties are subject to this ORDER pursuant to the Act), take affirmative action (to the extent such actions have not already been completed by the Bank prior to the issuance of this ORDER) as set forth below. Solely for purposes of enforcement of this ORDER, by the FDIC pursuant to section 8(i) of the Act, 12 U.S.C. § 1818(i), the Bank (and its institution-affiliated parties to the extent such parties are subject to this ORDER pursuant to the Act), will not {{9-30-91 p.C-1259}}be deemed to be in violation of provisions (a) through (j) above, except to the extent that the Bank is not in compliance with the following:

   [.1] 1. (a) Within ninety (90) days from the effective date of this ORDER, or within the corrective period prescribed by a Notification to Primary Regulator of Findings issued after September 14, 1990 by the FDIC pursuant to section 8(a) of the Act, 12 U.S.C. section 1818(a) ("Notification to Primary Regulator"), whichever is earlier, the Bank shall have and retain qualified management. At a minimum, such management shall include a chief executive officer with proven ability in managing a bank of comparable size and experience in upgrading a low quality loan portfolio. Such person shall be provided the necessary written authority to implement the provisions of this ORDER. Furthermore, adequate staffing will be provided to address the requirements of the loan workout section of the Bank. The qualifications of management shall be assessed on its ability to:

       (i) comply with the requirements of this ORDER,
       (ii) operate the Bank in a safe and sound manner,
       (iii) comply with applicable laws and regulations, and
       (iv) restore all aspects of the Bank to a safe and sound condition, including asset quality, capital adequacy, earnings, management effectiveness, and liquidity.
   During the life of this ORDER, the Bank shall notify the Regional Director of the Boston Regional Office ("Regional Director") and the Commissioner of Banks of the Commonwealth of Massachusetts ("Commissioner"), in writing of any changes in management at the level of Vice President or above.

   [.2] (b) Within sixty (60) days from the effective date of this ORDER, the Board of Directors shall develop a written analysis and assessment of the Bank's management and staffing needs ("management plan"), which shall include, at a minimum:

       (i) identification of both the type and number of officer positions needed to manage and supervise properly the affairs of the Bank;
       (ii) identification and establishment of such Bank committees as are needed to provide guidance and oversight to active management;
       (iii) evaluation of each Bank officer, particularly, the Bank's chief executive officer, and staff member (Vice President or above) to determine whether these individuals possess the ability, experience, and other qualifications required to perform present and anticipated duties, including adherence to the Bank's established policies and practices, and maintenance of the Bank in a safe and sound condition; and
       (iv) a plan of action to recruit and hire any additional or replacement personnel with the requisite ability, experience and other qualifications, which the Board of Directors determines are necessary to fill Bank officer or staff member positions consistent with the Board's analysis, evaluation, and assessment as provided in paragraphs 1(b)(i) and 1(b)(iii) of this ORDER.
   (c) The written management plan shall be submitted to the Regional Director and the Commissioner for review and comment. No sooner than thirty (30) days, but under no circumstances more than sixty (60) days after such submission, the Board of Directors shall approve the written management plan, taking into consideration any written comments by the Regional Director or the Commissioner, and such approval shall be recorded in the minutes of the Board of Directors. Subsequent modifications to the written management plan may be made only after giving the Regional Director and the Commissioner written notice of the proposed modification, and after consideration of any responsive written comments submitted by the Regional Director and/or the Commissioner within thirty (30) days from their receipt of the notice of proposed modification. No such modification shall become effective until approved by the Board of Directors, and such approval shall be recorded in the minutes of the Board of Directors. The Bank, its directors, officers and employees shall implement and follow the written management plan and/ or any subsequent modification thereto.
{{9-30-91 p.C-1260}}

   [.3] (d) (i) The written management plan shall also include the requirement that the Board of Directors of the Bank, or a committee thereof consisting of not less than a majority of individuals who are independent with respect to the Bank, provide supervision over lending, investment, and operating policies of the Bank sufficient to ensure that the Bank complies with the provisions of this ORDER.

       (ii) At the next meeting of the shareholders of the Bank, and at each succeeding meeting of the shareholders at which Bank directors are to be elected, the members of the Board of Directors who are also shareholders shall nominate and support the election of candidates to the Board of Directors who are independent with respect to the Bank, in such number as are necessary to cause a majority of the Board of Directors to be and to remain independent with respect to the Bank.
       (iii) For purposes of this ORDER, an individual who is "independent with respect to the Bank" shall be any individual (1) who is not an officer of the Bank or any of its affiliated organizations and who does not own more than five (5.0) percent of the outstanding shares of the Bank, (2) who is not related by blood, marriage or common financial interest to an officer of the Bank or to any stockholder owning more than five (5.0) percent of the Bank's outstanding shares, and (3) who is not indebted to the Bank, directly or indirectly (including the indebtedness of any entity in which the individual has a substantial financial interest), in an amount exceeding five (5.0) percent of the Bank's total equity capital and allowance for loan and lease losses. For purposes of this paragraph (1)(d)(iii) only, Clerk or Assistant Clerk of the Board, the Bank or a Committee thereof, is not an officer of the Bank.
   (e) The Bank's Board of Directors shall meet at least monthly. The Board shall cause to be prepared in advance and shall follow a detailed written agenda at each meeting, which shall include consideration of actions of any committees. A chronological file of all written agendas shall be maintained. Notwithstanding the foregoing, the Board shall not be precluded from considering matters other than those contained in the agenda. Detailed written minutes of all Board meetings shall be maintained and recorded on a timely basis.

   [.4] 2. (a) Within ten (10) days from the effective date of this ORDER, the Bank shall have made provisions to increase its allowance for loan and lease losses ("Reserve") existing as of August 31, 1990 by $11,700,000 at a minimum.
   (b) Immediately after complying with paragraph 2(a), the Bank: (1) shall eliminate from its books, by charge-off or collection, all assets or portions of assets classified "Loss" in the September 14, 1990 FDIC Report of Examination ("Examination"); and (2) shall either (A) eliminate from its books by charge-off or collection, or (B) if the asset is an extension of credit or lease, increase its Reserve by an amount equal to fifty (50.0) percent of those assets or portions of assets classified "Doubtful" in the Examination, which have not been previously collected or charged off. Reduction of these assets through use of proceeds of loans made by the Bank, other than to qualified third party borrowers, does not constitute "collection" or "elimination" for the purpose of this paragraph.
   (c) Thereafter, the Bank shall maintain its Reserve in accordance with the prevailing requirements of the Instructions for the Reports of Condition and Income ("Instructions"). Toward this end, within sixty (60) days from the effective date of this ORDER, the Bank's Board of Directors shall establish a comprehensive policy for determining the adequacy of the Bank's Reserve. The policy shall provide for a review of the Reserve at least once each calendar quarter. The review should focus on the results of the Bank's internal loan review, loan loss experience, trends of delinquent and nonaccrual loans, an estimate of potential loss exposure on significant credits, concentrations of credit, and present and prospective economic conditions. Review of other real estate and exposure therein shall be undertaken along the same lines as the aforementioned loan portfolio review. The adequacy of the Reserve in relation to the loss potential in the loan portfolio will be reviewed by the Board of Directors and adjustments to the Reserve will be made accordingly. De- {{9-30-91 p.C-1261}}tails of these reviews will be incorporated into the minutes of the Board of Directors, including the methodology used to determine the adjustments made.
   (d) Reports of Condition and Income required to be submitted by the Bank as of each Report date, as that term is used in the Instructions, between and including December 31, 1990 and the effective date of this ORDER, shall, at a minimum, reflect a Reserve that should have been maintained in accordance with the Instructions. If necessary to comply with this paragraph 2(d), the Bank shall file amended Reports of Condition and Income within twenty (20) days from the effective date of this ORDER.
   (e) Prior to the submission of any Report of Condition or Report of Income required to be filed by the Bank after the effective date of this ORDER, the Board of Directors of the Bank shall: (1) review the adequacy of the Bank's Reserve, (2) provide for an adequate Reserve, and (3) cause the Bank to accurately report the Reserve in any such Report of Condition and Income. The minutes of the Board meeting at which such review is undertaken shall indicate the results of the review, including any increases in the Reserve, and the basis for determining the amount of allowance provided.

[.5] 3. (a) (i) By December 31, 1991, the Bank shall have Tier 1 capital of at least three (3.0) percent of its total assets ("Tier 1 leverage capital ratio"), and shall maintain such level of capital until March 31, 1992. By March 31, 1992, the Bank shall have a Tier 1 leverage capital ratio of at least three and one-half (3.5) percent, and shall maintain such level of capital until June 30, 1992. By June 30, 1992, the Bank shall have a Tier 1 leverage capital ratio of at least four (4.0) percent and shall maintain such level of capital until September 30, 1992. By September 30, 1992, the Bank shall have a Tier 1 leverage capital ratio of at least four and one-half (4.5) percent and shall maintain such level of capital until December 31, 1992. By December 31, 1992, the Bank shall have a Tier 1 leverage capital ratio of at least five (5.0) percent and shall maintain such level of capital until March 31, 1993. By March 31, 1993, the Bank shall have a Tier 1 leverage capital ratio of at least five and one-half (5.5) percent and shall maintain such level of capital until June 30, 1993. By June 30, 1993, the Bank shall have a Tier 1 leverage capital ratio of at least six (6.0) percent and shall maintain such level throughout the life of this ORDER. Any increase(s) in the Tier 1 capital necessary to comply with this paragraph may be accomplished by:

       (1) the sale of new offerings of common stock or perpetual preferred stock;
       (2) the sale or transfer of existing shares by the Bank's shareholders to individuals who will contribute the required increase in capital to the Bank;
       (3) the collection of all or part of assets classified: (A) "Loss" as of September 14, 1991, without loss or liability to the Bank, or (B) "Doubtful" as of September 14, 1990, without loss or liability to the Bank, provided any collection on such assets shall first be applied to that portion of the asset which was not charged off pursuant to paragraph 2(b) of this ORDER. Reductions to loans and leases classified "Loss" and "Doubtful" shall first be credited to the Bank's Reserve and, if the Board of Directors' review of the adequacy of the Reserve required by paragraph 2(a) of this ORDER indicates that such Reserve has a balance in excess of that required for adequacy, any such excess may be transferred to capital through a negative provision to the Reserve;
       (4) the collection in cash of assets previously charged off;
       (5) any combination of the above means; or
       (6) any other means acceptable to the Regional Director and the Commissioner.
   (ii) Toward this end, the Bank shall develop a Capital Plan which will be submitted to the Regional Director and the Commissioner for approval within sixty (60) days from the effective date of this ORDER. The Capital Plan should address both internal and external
{{9-30-91 p.C-1262}}sources of capital augmentation, including capital infusions, retention of earnings, restrictions of asset growth and asset sales.
   (iii) For purposes of this ORDER, the terms "Tier 1 capital" and "total assets" shall have the meanings ascribed to them in the revised Part 325 of the FDIC's Rules and Regulations, 12 C.F.R. Part 325, which became effective April 10, 1991.
   (iv) In calculating the Bank's Tier 1 leverage capital ratio under paragraph 3 of this ORDER, such ratio and its component parts shall be determined only after the Bank has made such additions to its Reserve so as to bring the Reserve into compliance with the prevailing requirements of the Instructions and charged off any losses identified subsequent to the Examination.
   (v) If, after having achieved the six (6.0) percent Tier 1 leverage capital ratio specified in paragraph 3(b)(i), such ration declines below six (6.0) percent, the Bank, within thirty (30) days after the date on which the said ratio so declined, shall submit a written plan to the Regional Director and the Commissioner for increasing such ratio up to or in excess of six (6.0) percent within sixty (60) days after the written plan is implemented. Thereafter, the Bank shall continue to maintain its Tier 1 leverage capital ratio at or in excess of such level as calculated herein while this ORDER is in effect. Upon approval by the Regional Director and the Commissioner, the Bank shall immediately implement the written plan.
   (b) In addition to the requirements of paragraph 3(a), the Bank shall comply with the FDIC's Statement of Policy on Risk-Based Capital found in Appendix A to Part 325 of the FDIC Rules and Regulations, 12 C.F.R. Part 325, App. A.
   (c) If all or part of any increase in capital made by the Bank in order to meet the requirements of this paragraph 3 involves an offering, other than an offering deemed not to be a public securities offering pursuant to 17 C.F.R. section 230.506 or as hereafter amended, of the Bank's securities (including a distribution limited only to the Bank's existing shareholders), the Bank shall prepare detailed offering materials fully describing the securities being offered, including an accurate description of the financial condition of the Bank and of this ORDER as well as the circumstances giving rise to the offering, and any other material disclosures necessary to comply with the Federal securities laws. Prior to the sale of the securities, and, in any event not less than twenty (20) days prior to the dissemination of such materials, the materials used in the sale of the securities shall be submitted to the FDIC, Registration and Disclosure Section, Washington, D.C. 20429, for review. Any changes requested to be made in the materials by the FDIC shall be made prior to their dissemination.
   (d) In complying with the provisions of paragraph 3(c) of this ORDER, the Bank shall provide to any subscriber and/or purchaser of Bank stock, written notice of any planned or existing development or other change which is materially different from the information reflected in any offering materials used in connection with the sale of Bank securities and which occurs prior to the sale of such securities. The written notice required by this paragraph 3(d) shall be furnished within ten (10) calendar days from the date such material development or change was planned or occurred, whichever is earlier, to every purchaser and/or subscriber of Bank stock who received or was tendered the information contained in the Bank's original offering materials.
   (e) The Bank's Board of Directors shall maintain in its minutes a written record of all actions taken by the Bank to comply with the capital requirements of paragraphs 3(a) through 3(d) of this ORDER, including, at a minimum, any action to increase its capital by each of the methods specified in paragraphs 3(a)(i)(1) through 3(a)(i)(7) of this ORDER.

[.6] 4. (a) Within sixty (60) days from the effective date of this ORDER, the Board of Directors shall cause to be developed under its supervision a written plan of action to lessen the Bank's risk position in each extension of credit aggregating $350,000 or more which was classified "Substandard" or "Doubtful" as of September 14, 1990. In developing such plan, the Bank shall, at a minimum:

       (i) review the financial position of each such borrower, including source
    {{9-30-91 p.C-1263}}of repayment, repayment ability, and alternative repayment sources; and
       (ii) evaluate the available collateral for each such credit, including possible actions to improve the Bank's collateral position.
Based upon such review and evaluation, the written plan of action shall: (A) establish target dollar levels to which the Bank shall reduce the aggregate dollar volume of "Substandard" or "Doubtful" classifications within six (6) and twelve (12) months from the effective date of this ORDER; and (B) provide for the submission of written monthly progress reports to the Bank's Board of Directors or Committee thereof for review and notation in the Board or Committee minutes. [Exhibit A provides the form for the progress report.] As used in this paragraph 5, "reduce" means to (1) collect, (2) charge off, or (3) improve the quality of such assets so as to warrant removal of any adverse classification by the FDIC and the Commonwealth banking department. Payment of loans with the proceeds of the other loans made by the Bank, other than loans to qualified third party borrowers, will not constitute "reduction" or "collection" for purposes of this ORDER.
   (b) The written plan of action described by paragraph 4(a) shall be submitted to the Regional Director and the Commissioner for review and comment. No sooner than thirty (30) days, but under no circumstances more than sixty (60) days after such submission, the Board of Directors or a Committee thereof, subject to ratification by the full Board shall approve the written plan of action, taking into consideration any written comments from the Regional Director and the Commissioner written notice of the proposed modification, and after consideration of any responsive written comments submitted by the Regional Director and/or the Commissioner within thirty (30) days from their receipt of the notice of proposed modification. No such modification shall become effective until approved by the Board of Directors or such Committee, and such approval shall be recorded in the minutes of the Board of Directors or such Committee. The Bank, its directors, officers, and employees shall follow the written plan of action and/or any subsequent modification thereto.

   [.7] 5. The Bank shall not extend additional credit or renew, directly or indirectly, existing credit, in either case in an amount in excess of $15,000 to, or knowingly for the benefit of, any borrower who has a loan or other extension of credit with the Bank that has been charged off or classified, in whole or in part, "Loss," "Doubtful," or "Substandard," and is uncollected, unless a majority of the Bank's Board of Directors or a Committee thereof first (1) determines that such advance is in the best interest of the Bank, (2) determines that the Bank has satisfied the requirements set out in paragraph 4 of this ORDER as to such borrower, and (3) approves such advance either individually or by a schedule or project budget with which the advance is consistent. A written record of the Board of Directors' or such Committee's determination and approval of any advance under the terms of this paragraph 5 shall be maintained in the credit file of the affected borrower(s) as well as the minutes of the Board of Directors. Notwithstanding the foregoing provisions, this Order shall not require such approvals by the Board of Directors or Committee thereof for extensions of credit made pursuant to legally binding contractual commitments entered into by the Bank prior to the effective date of this Order.

   [.8] 6. (a) Within sixty (60) days from the effective date of this ORDER, the Bank shall revise its written loan policy, which revision shall include, at a minimum:

       (i) the revision to the loan policy manual accepted by the Executive Committee on September 17, 1990;
       (ii) the lending limits for each lender;
       (iii) minimum standards for appraisals of commercial real estate properties;
       (iv) acceptable list of commercial real estate appraisers;
       (v) procedures regarding designations of nonaccrual loans;
       (vi) approval procedures for extensions of credit to insiders; and
       (vii) provisions for independent testing of risk ratings on loans that have been rated by loan officers.
   (b) The revised written loan policy shall be submitted to the Regional Director and
{{9-30-91 p.C-1264}}the Commissioner for review and comment. No sooner than thirty (30) days, but under no circumstances more than sixty (60) days after such submission, the Board of Directors shall approve the revised written loan policy, taking into consideration any written comments received from the Regional Director or the Commissioner, and such approval shall be recorded in the minutes of the Board of Directors. Subsequent modifications to the revised written loan policy may be made only after giving the Regional Director and the Commissioner written notice of the proposed modification, and after consideration of any responsive comments submitted by the Regional Director and/or the Commissioner within thirty (30) days from their receipt of the notice of proposed modification. No such modification shall become effective until approved by the Board of Directors, and such approval shall be recorded in the minutes of the Board of Directors. The Bank, its directors, officers, and employees shall follow the revised written loan policy and/or any subsequent modification thereto.

[.9] 7. (a) Within sixty (60) days from the effective date of this ORDER, the Bank shall develop a written profit plan consisting of goals and strategies for improving the earnings of the Bank, which 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; and
       (iv) a description of the operating assumptions that form the basis for, and adequately support, major projected income and expense components.
       (b) The written profit plan shall be submitted to the Regional Director and the Commissioner for review and comment. No sooner than thirty (30) days, but under no circumstances more than sixty (60) days after such submission, the Board of Directors shall approve the written profit plan, taking into consideration any written comments received from the Regional Director or the Commissioner, and such approval shall be recorded in the minutes of the Board of Directors. Subsequent modifications to the written profit plan may be made only after giving the Regional Director and the Commissioner written notice of the proposed modification, and after consideration of any responsive comments submitted by the Regional Director and/or the Commissioner within thirty (30) days from their receipt of the notice of proposed modification. No such modification shall become effective until approved by the Board of Directors, and such approval shall be recorded in the minutes of the Board of Directors. The Bank, its directors, officers, and employees shall follow the written profit plan and/or any subsequent modification thereto.

[.10] 8. (a) Within sixty (60) days from the effective date of this ORDER, the Bank shall revise its written funds management policy to address, at a minimum:
       (i) the Bank's liquidity needs and plans for meeting such needs on an ongoing basis;
       (ii) goals and strategies for managing and/or improving the Bank's interest rate risk exposure;
       (iii) monitoring of the interest rate sensitivity of present investments and deposits and projections of the types of investments and deposits to improve such liquidity position; and
       (iv) coordination of the Bank's loan, investment, operating, and budget and profit planning policies with the written funds management policy.
   (b) The revised funds management policy shall be submitted to the Regional Director and the Commissioner for review and comment. No sooner than thirty (30) days, but under no circumstances more than sixty (60) days after such submission, the Board of Directors shall approve the revised funds management policy, taking into consideration any written comments received from the Regional Director or the Commissioner, and such approval shall be recorded in the minutes of the Board of Directors. Subsequent modifications to the written funds management policy may be made only after giving the Regional Director and the Commissioner written notice of the proposed modification, and after consideration of any responsive written comments submit- {{9-30-91 p.C-1265}}ted by the Regional Director and/or the Commissioner within thirty (30) days from their receipt of the notice of proposed modification. No such modification shall become effective until approved by the Board of Directors, and such approval shall be recorded in the minutes of the Board of Directors. The Bank, its directors, officers, and employees, shall follow the written funds management policy and/or any subsequent modification thereto.

   [.11] 9. Within sixty (60) days from the effective date of this ORDER, the Bank shall revise its written investment policy to consist of goals and strategies for improving the quality of the Bank's investment portfolio, including specific guidelines to limit exposure resulting from marketable equity securities, other equity investments, and subinvestment quality securities. The revised investment policy shall be submitted to the Regional Director and the Commissioner for review and comment. No sooner than thirty (30) days, but under no circumstances more than sixty (60) days after such submission, the Board of Directors shall approve the written investment plan, taking into consideration any written comments received from the Regional Director or the Commissioner, and such approval shall be recorded in the minutes of the board. Subsequent modifications to the written investment policy may be made only after giving the Regional Director of the Commissioner, and such approval shall be recorded in the minutes of the board. Subsequent modifications to the written investment policy may be made only after giving the Regional Director and the Commissioner written notice of the proposed modification, and after consideration of any responsive written comments submitted by the Regional Director and/or the Commissioner within thirty (30) days from their receipt of the notice of proposed modification. No such modification shall become effective until approved by the Board of Directors, and such approval shall be recorded in the minutes of the Board of Directors. The Bank, its directors, officers, and employees shall follow the written investment plan and/or any subsequent modification thereto.

   [.12] 10. The Bank shall not declare or pay any dividends without the prior written consent of the Regional Director and the Commissioner.

   [.13] 11. Following the effective date of this ORDER, the Bank shall send to its shareholders a description of this ORDER, (1) in conjunction with the Bank's next shareholder communication, and also (2) 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 Section, Washington, D.C. 20429, for review at least twenty (20) days prior to dissemination to shareholders. Any changes requested to be made by the FDIC shall be made prior to disseminations of the description, communication, notice, or statement.

   [.14] 12. Within thirty (30) days from the effective date of this ORDER, and, thereafter, within thirty (30) days from the end of each calendar quarter thereafter, the Bank shall furnish written progress reports to the Regional Director and the Commissioner detailing the form and manner of any action taken to secure compliance with this ORDER and the results thereof. In addition, the Bank shall furnish such reports on request of either the Regional Director or the Commissioner. All progress reports and other written responses to this ORDER shall be reviewed by the Board of Directors of the Bank and made a part of the minutes of the Board meeting.
   This ORDER shall become effective ten (10) days from the date of its issuance.
   The provisions of this ORDER shall be binding upon the Bank (and its institution-affiliated parties, to the extent such parties are subject to this ORDER pursuant to the Act).
   This ORDER has been reviewed and concurred in by the Commissioner.
   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 at Needham. Massachusetts this 31st day of July, 1991.

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