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   [10,382A] In the Matter of First State Bank, Overton, Texas, Docket No. 91-237kk (11-5-91).

   FDIC issues order conditionally granting approval for waiver of cross-guaranty.

   [.1] Holding Company—Acquisition of Control of Bank—Time Frame

   [.2] Cross-Guaranty—Waiver—Conditional on Increase in Capital

   [.3] Cross-Guaranty—Waiver—Applicability May Not be Conveyed or Transferred

   [.4] Cross-Guaranty—Waiver—Expiration

   [.5] Cross-Guaranty—Waiver—Capital Withdrawal Restricted

   [.6] Cross-Guaranty—Waiver—Reasonable Losses

   [.7] Cross-Guaranty—Waiver—Compliance with Federal Reserve Act Restrictions—Required

   [.8] Cross-Guaranty—Waiver—Revocation for Non-Compliance

In the Matter of
FIRST STATE BANK
OVERTON, TEXAS
(Insured Depository Institution)
related to
LINDALE STATE BANK
LINDALE, TEXAS
(Insured Depository Institution)
ORDER CONDITIONALLY GRANTING APPROVAL FOR WAIVER OF CROSS-GUARANTY

FDIC-91-237kk

   WHEREAS, Overton Financial Corporation, Overton, Texas ("Overton BHC"), a bank holding company which is the sole shareholder of First State Bank, Overton, Texas ("Overton Bank"), has proposed to acquire from Longview Financial Corporation, Longview, Texas, indirect control of Lindale State Bank, Lindale, Texas ("Lindale Bank"), through the purchase of 50 percent of the common stock of Lindale Bancshares, Inc. ("Lindale BHC"), a bank holding company which is the sole shareholder of Lindale Bank; and

   WHEREAS, Overton BHC, as part of the proposed acquisition, has committed to provide $1,000,000 in equity to Lindale Bank; and

   WHEREAS, Overton BHC's proposed acquisition and its corresponding commitment detailed above are conditional upon the Federal Deposit Insurance Corporation's ("FDIC") exempting, pursuant to section 5(e)(5)(A) of the Federal Deposit Insurance Act ("Act"), 12 U.S.C. §1815(e)(5)(A), Overton Bank from any losses incurred or reasonably anticipated to be incurred by the FDIC as a result of Overton BHC's acquisition of control of Lindale Bank; and

   WHEREAS, Overton Bank has requested that the FDIC grant an appropriate exemption from losses with respect to Overton BHC's proposed acquisition of control of Lindale Bank;

   BE ADVISED that the Board of Directors ("Board") of the FDIC, having fully considered the facts and information relating to the foregoing request for exemption from losses, has concluded that an exemption is in the best interest of the Bank Insurance Fund, and that approval of the request should be and hereby is granted, subject to the conditions and restrictions set forth below.

   IT IS THEREFORE ORDERED:

   [.1]1. This ORDER CONDITIONALLY GRANTING APPROVAL FOR WAIVER OF CROSS-GUARANTY ("ORDER") will become effective upon the acquisition of control of Lindale Bank by Overton BHC within six months from the date of issuance of this ORDER, and, absent such acquisition within that time period, this ORDER will become null and void, unless, upon the written request of Overton Bank or Overton BHC, the FDIC grants an extension of that time period.

   [.2]2. IT IS FURTHER ORDERED, that the waiver granted by this ORDER shall be conditioned upon the increase, in a form acceptable to the Regional Director (Supervision) of the FDIC's Dallas Regional Office ("Regional Director"), of Lindale Bank's Part 325 Tier 1 capital, by a minimum of $1,000,000.

   [.3]3. IT IS FURTHER ORDERED, that this ORDER will remain in effect only so long as Lindale Bank is controlled by Overton Bank or Overton BHC, and its applicability may not be conveyed or otherwise transferred.

   [.4]4. IT IS FURTHER ORDERED, notwithstanding the foregoing, that this exemption shall expire three years from the date Overton BHC acquires control of Lindale Bank.

   [.5]5. IT IS FURTHER ORDERED, that during the period this ORDER is effective, neither Overton BHC nor Overton Bank may withdraw capital from Lindale Bank in the form of dividends or otherwise.

   [.6]6. IT IS FURTHER ORDERED, that the exemption granted by this ORDER will apply only to losses incurred or reasonably anticipated to be incurred from the default of or FDIC assistance to Lindale Bank.

   [.7]7. IT IS FURTHER ORDERED, that during the life of this ORDER, Lindale Bank, Overton Bank, and any other insured depository institution affiliate of Overton Bank shall comply fully with the restrictions of sections 23A and 23B of the Federal Reserve Act, 12 U.S.C. §§ 371c and 371c-1, without regard to section 23A(d)(1) of the Federal Reserve Act, 12 U.S.C. §371c(d)(1).

   [.8]8. IT IS FURTHER ORDERED, that should the FDIC determine that Lindale Bank, Overton Bank, or any other insured depository institution affiliate of Overton Bank has failed to comply fully with the aforesaid restrictions, the FDIC shall have the right to revoke this exemption after giving Overton Bank written notice of said revocation and a reasonable opportunity to be heard on the matter. Notwithstanding the foregoing, there shall be no right to a hearing regarding compliance with the condition contained in paragraph 2 above.

   By direction of the Board of Directors.

   Dated at Washington, D.C., this 5th day of November, 1991.

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