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FDIC Enforcement Decisions and Orders

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   [10,555] In the Matter of Goreville State Bank, Goreville, Illinois, Robert G. Cruse, Sr., and Robert G. Cruse, Jr., Docket No. FDIC-92-151b (6-3-92).

   Bank and individual respondents to cease and desist from such unsafe or unsound practices as following hazardous lending and lax collection practices; operating with inadequate capital; operating in violation of applicable laws or regulations; operating without an investment policy; operating with inadequate allowance for loan and lease losses; operating with unduly low net interest margins; operating with an inadequate loan policy; operating with inadequate provisions for funds management; operating with inadequate policies for {{1-31-94 p.C-2354}}monitoring and control for asset growth; paying excessive and unjustified compensation; and operating with management whose policies are detrimental to the Bank. (This order was terminated by order of the FDIC dated 11-5-93; see15,747.)

   [.1] Capital—Tier 1 Capital—Increase/Maintain—Methods
   [.2] Management—Qualifications—Review
   [.3] Management—Management Plan—Minimum Requirements
   [.4] Board of Directors—Election—Outside Directors Added
   [.5] Dividends—Restricted
   [.6] Assets—Adversely Classified—Eliminate/Reduce
   [.7] Allowance for Loan and Lease Losses—Establish/Maintain
   [.8] Loans—Risk Position—Reduce—Written Plan Required
   [.9] Loans—Extensions of Credit—Existing Borrowers—Curtail
   [.10] Technical Exceptions—Eliminate/Correct
   [.11] Loan Policy—Written Revision—Minimum Requirements
   [.12] Assets—Total Assets—Increase Restricted
   [.13] Violations of Law—Eliminate/Correct
   [.14] Compensation—Institution-Affiliated Parties—Restitution Required
   [.15] Profit Plan—Minimum Requirements
   [.16] Investment Policy—Revision—Minimum Requirements
   [.17] Funds Management—Written Policy Required
   [.18] Board of Directors—Individual Business Relationships—Disclosure Required
   [.19] Conflicts of Interest—Written Policy Required
   [.20] Compensation—Deferred—Liability Determination Required
   [.21] Shareholders—Disclose—Cease and Desist Order
   [.22] Board of Directors—Committee to Review Compliance with Cease and Desist Order
   [.23] Compliance Reports—Frequency

In the Matter of

GOREVILLE STATE BANK
GOREVILLE, ILLINOIS
(Insured State Nonmember Bank)
and
ROBERT G. CRUSE, SR., AND
ROBERT G. CRUSE, JR.
(Individual Respondents)
ORDER TO CEASE AND DESIST
FDIC-92-151b

   Goreville State Bank, Goreville, Illinois ("Bank") and Robert G. Cruse, Sr., and Robert G. Cruse, Jr. ("Individual Respondents"), individually, having been advised of their rights to a NOTICE OF CHARGES AND OF HEARING detailing the unsafe or unsound banking practices and violations of law or regulation alleged to have been committed by the Bank and the Individual Respondents and of their rights to a hearing on the charges under section 8(b) of the Federal Deposit Insurance Act ("Act"), 12 U.S.C. § 1818(b), 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 April 28, 1992, whereby, solely for the purpose of this proceeding and without admitting or denying the charges of unsafe or unsound banking practices and violations of law or regulation, the Bank and the Individual Respondents consented to the issuance of an ORDER TO CEASE AND DESIST ("ORDER") by the FDIC.
   The FDIC considered the matter and de- {{8-31-92 p.C-2355}}termined that it had reason to believe that the Bank and the Individual Respondents had engaged in unsafe or unsound banking practices and had violated laws or regulations. The FDIC, therefore, accepted the CONSENT AGREEMENT and issued the following:

ORDER TO CEASE AND DESIST

   IT IS HEREBY ORDERED, that the Bank, the Individual Respondents, the Bank's institution-affiliated parties, as that term is defined in section 3(u) of the Act, 12 U.S.C. § 1813(u), and its successors and assigns, cease and desist from the following unsafe or unsound banking practices and violations of law or regulation:
   A. Engaging in hazardous lending and lax collections practices including, but not limited to, the following:

       — the failure to obtain proper loan documentation;
       — the failure to establish and monitor collateral margins of secured borrowers;
       — the failure to determine the repayment ability of borrowers;
       — the failure to establish and enforce adequate programs for the repayment of loans; and
       — the failure to obtain current and complete financial information.
   B. Operating with an inadequate level of capital protection for the kind and quality of assets held.
   C. Violating:
       — the State of Illinois legal lending limit restrictions as set forth in section 32 of the Illinois Banking Act, ILL. REV. STAT. ch. 17, para. 311(1981);
       — the State of Illinois restrictions for retention of other real estate as set forth in section 5 of the Illinois Banking Act, ILL. REV. STAT. ch. 17, para. 339(1981);
       — the preferential terms and conditions prohibitions of section 215.4(a)(2) of Regulation O of the Board of Governors of the Federal Reserve System ("Regulation O"), 12 C.F.R. § 215.4(a)(2);
       — the aggregate lending limit restrictions of section 215.4(c) of Regulation O, 12 C.F.R. § 215.4(c);
       — The overdraft restrictions of section 215.4(d) of Regulation O, 12 C.F.R. § 215.4(d);
       — the good faith terms and circumstances requirement of section 23B of the Federal Reserve Act ("section 23B"), 12 U.S.C. § 371c-1(a)(1)(B);
       — the prior approval requirements of section 337.3(b) of the FDIC Rules and Regulations, 12 C.F.R. § 337.3(b);
       — the appraisal standards of Part 323 of the FDIC Rules and Regulations, 12 C.F.R. Part 323;
       — the prohibition against the payment of interest on demand deposits of section 329.2 of the FDIC Rules and Regulations, 12 C.F.R. § 329.2; and
       — the annual disclosure notification requirements of section 350.7(b) of the FDIC Rules and Regulations, 12 C.F.R. § 350.7(b).
   D. Operating without an investment policy.
   E. Operating with an inadequate allowance for loans and lease losses for the volume, kind, and quality of loans and leases held.
   F. Operating with unduly low net interest margins.
   G. Operating with an inadequate loan policy.
   H. Operating with an inadequate funds management policy.
   I. Operating with inadequate policies to monitor and control asset growth.
   J. Paying unjustified, undocumented, and excessive compensation in the form of splitdollar premium life insurance.
   K. Operating with management whose policies and practices are detrimental to the Bank and which jeopardize the safety of its deposits.
   L. Operating with a board of directors which has failed to provide adequate supervision over and direction to the management of the Bank to prevent unsafe or unsound banking practices, and violations of law or regulation.
   IT IS FURTHER ORDERED, that the Bank, the Individual Respondents, the Bank's institution-affiliated parties, and its successors and assigns, take affirmative action as follows:

[.1] 1. (a) Within 30 days of the close of business on the last calendar day of each calendar quarter following the effective date of this ORDER the Bank shall deter- {{8-31-92 p.C-2356}}mine from its Report of Condition and Income its level of Tier 1 capital as a percentage of its total assets ("capital ratio") for that calendar quarter. If the capital ratio is less than 7.0 percent the Bank shall, within 60 days of the date of the required determination, increase its capital ratio to not less than 7.0 percent calculated as of the end of that preceding quarterly period. For purposes of this ORDER, Tier 1 capital, and total assets shall be calculated in accordance with Part 325 of the FDIC Rules and Regulations ("Part 325"), 12 C.F.R. Part 325. The term "close of business" is defined as in the Federal Financial Institutions Examination Council's ("FFIEC's") Instructions for the Reports of Condition and Income.
   (b) Any such increase in Tier 1 capital may be accomplished by the following:

       (i) The sale of common stock; or
       (ii) The elimination of all or part of the assets classified "Loss" as of July 5, 1991 without loss or liability to the Bank, provided any such collection on a partially charged-off asset shall first be applied to that portion of the asset which was not charged off pursuant to this ORDER; or
       (iii) The collection in cash of assets previously charged off; or
       (iv) The direct contribution of cash by the directors and/or the shareholders of the Bank or its holding company; or
       (v) Any other means acceptable to the Regional Director of the Chicago Regional Office of the FDIC ("Regional Director"); or
       (vi) Any combination of the above means.
   (c) If all or part of the increase in capital required by this paragraph is to be accomplished by the sale or new securities, the board of directors of the Bank shall adopt and implement a plan for the sale of such additional securities, including the voting of any shares owned or proxies held by or controlled by them in favor of said plan. Should the implementation of the plan involve public distribution of the Bank 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 the circumstances giving rise to the offering, and any other material disclosures necessary to comply with the Federal securities laws. Prior to the implementation of the plan and, in any event, not less than 20 days prior to the dissemination of such materials, the materials used in the sale of the securities shall be submitted to the FDIC at Washington, D.C., for its 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 1(c) of this ORDER, the Bank shall provide to any subscriber and/or purchaser of Bank securities written notice of any planned or existing development or other changes which are materially different from the information reflected in any offering materials used in connection with the sale of Bank securities. The written notice required by this paragraph shall be furnished within 10 calendar days of the date any material development or change was planned or occurred, whichever is earlier, and shall be furnished to every purchaser and/or subscriber of the Bank's original offering materials.
   (e) The capital ratio analysis required by this paragraph shall not negate the responsibility of the Bank and its board of directors for maintaining throughout the year an adequate level of capital protection for the kind, quality and degree of market depreciation of assets held by the Bank.

[.2] 2. (a) Within 180 days from the effective date of this ORDER, the Bank shall have and retain qualified management. At a minimum, the Bank shall have and retain a qualified chief executive officer with proven ability in managing a bank of comparable size and experience in upgrading a low quality loan portfolio, and a qualified senior lending officer with an appropriate level of lending, collection, and loan supervision experience for the type and quality of the Bank's loan portfolio. Such persons shall be provided the necessary written authority to implement the provisions of this ORDER. The qualifications of management shall be assessed on its ability to:

       (i) comply with the requirements of this ORDER;
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       (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.
   (b) During the life of this ORDER, the Bank shall notify the Regional Director in writing of any changes in any of the Bank's management. For purposes of this ORDER, "management" is defined as members of the board of directors and "senior executive officers," as that term is defined in section 32 of the Act ("section 32"), 12 U.S.C. § 1831(i), and section 303.14 of the FDIC Rules and Regulations ("section 303.14"), 12 C.F.R. § 303.14. Prior to the addition of any individual to the board of directors or the employment of any individual as a senior executive officer, the Bank shall comply with the requirements of section 32 and section 303.14.

[.3] 3. (a) Within 90 days from the effective date of this ORDER, the Bank shall retain a bank consultant acceptable to the Regional Director. The consultant shall develop a written analysis and assessment of the Bank's management and staffing needs, with emphasis on the lending function, including loan department and credit administration personnel, ("Management Plan") for the purpose of providing qualified management for the Bank. The Management Plan shall include, at a minimum:

       (i) identification of both the type and number of officer positions needed to properly manage and supervise the affairs of the Bank, as well as the minimum qualifications needed for each officer position;
       (ii) identification and establishment of such Bank committees as are needed to provide guidance and oversight to active management;
       (iii) evaluation of all Bank officers and staff members 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 restoration and maintenance of the Bank in a safe and sound condition; and
       (iv) a plan to recruit and hire any additional or replacement personnel with the requisite ability, experience and other qualifications to fill those officer or staff member positions identified by this paragraph of this ORDER.
   (b) The Management Plan and any subsequent modification thereto shall be submitted to the Regional Director for review and comment. Within 30 days from the receipt of any comment from the Regional Director and after consideration of such comment the Bank shall approve the Management Plan or any subsequent modifications, which approval shall be recorded in the minutes of the board of directors' meeting. Thereafter, the Bank shall implement and follow the Management Plan and any subsequent modification.

   [.4] 4. Within 120 days from the effective date of this ORDER, the Bank shall add to its board of directors two new members who will be independent directors. For purposes of this ORDER, a person who is an independent director shall be any individual (a) who is not an officer of the Bank, any subsidiary of the Bank or any of its affiliated organizations; (b) who does not own more than 5 percent of the outstanding shares of the Bank; (c) who is not related by blood or marriage to an officer of or director of the Bank or to any shareholder owning more than 5 percent of the Bank's outstanding shares, and who does not otherwise share a common financial interest with such officer, director or shareholder; and (d) who is not indebted to the Bank directly or indirectly by blood, marriage or common financial interest, including the indebtedness of any entity in which the individual has a substantial financial interest in an amount exceeding 5 percent of the Bank's total Tier 1 capital and allowance for loan and lease losses. The addition of any new Bank directors required by this paragraph may be accomplished, to the extent permissible by state statute or the Bank's bylaws, by means of appointment or by election at a regular or special meeting of the Bank's shareholders.

   [.5] 5. As of the effective date of this ORDER, the Bank shall not declare or pay {{8-31-92 p.C-2358}}any cash dividend without prior written consent of the Regional Director.

   [.6] 6. As of the effective date of this ORDER, the Bank shall eliminate from its books, by charge-off or collection, all assets or portions of assets classified "Loss" as of July 5, 1991, that have not been previously collected or charged off. Elimination or reduction of these assets with the proceeds of other Bank extensions of credit is not considered collection for the purpose of this paragraph.

[.7] 7. (a) Within 10 days from the effective date of this ORDER, the Bank shall replenish and maintain its allowance for loan and lease losses ("ALLL") by an expense entry in an amount equal to those loans required to be charged off by this ORDER plus an amount sufficient to raise the balance of the ALLL to at least $1,100,000.
   (b) Within 10 days from the effective date of this ORDER, the Bank shall make an additional provisions for loan and lease losses which, after review and consideration by the board of directors, reflects the potential for further losses in the remaining loans or leases classified "Substandard" and all other loans and leases in its portfolio.
   (c) Within 30 days from the effective date of this ORDER, Reports of Condition and Income required by the FDIC and filed by the Bank subsequent to July 5, 1991, shall be amended and refiled if they do not reflect a provisions for loan and lease losses and an ALLL which are adequate considering the condition of the Bank's loan portfolio, and which, at a minimum, incorporate the adjustments required by the above paragraphs of this ORDER.
   (d) Prior to submission or publication of all Reports of Condition and Income required by the FDIC after the effective date of this ORDER, the board of directors of the Bank shall review the adequacy of the Bank's ALLL and accurately report the same. The minutes of the board meeting at which such review is undertaken shall indicate the findings of the review, the amount of increase in the reserve recommended, if any, and the basis for determination of the amount of reserve provided.

[.8] 8. (a) Within 60 days from the effective date of this ORDER, the Bank shall adopt and implement a written plan to reduce the Bank's risk position in each asset in excess of $150,000 which is classified "Substandard" in the FDIC's Report of Examination of July 5, 1991 ("Report"), A copy of the written plan shall be submitted to the Regional Director. In developing such plan, the Bank shall, at a minimum:

       (i) review the financial position of each such borrower, including source 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.
   (b) Such plan shall include, but not be limited to, the following:
       (i) dollar levels to which the Bank shall reduce each asset within 6 and 12 months from the effective date of this ORDER; and
       (ii) provisions for the submission of monthly written progress reports to the Bank's board of directors for review and notation in minutes of the meetings of the board of directors.
   (c) As used in this paragraph, "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.

   [.9] 9. As of the effective date of this ORDER, the Bank shall not extend, directly or indirectly, any additional credit to or for the benefit of, any borrower who is already obligated in any manner to the Bank on any extension of credit (including any portion thereof) that has been charged off the books of the Bank, so long as such credit remains uncollected.

   [.10] 10. Within 60 days from the effective date of this ORDER, the Bank shall take all steps necessary to correct the technical exceptions listed in the Report before advancing additional funds or renewing these loans.

[.11] 11. (a) Within 90 days from the effective date of this ORDER, the annually thereafter, the board of directors of the Bank shall review the Bank's loan policy and procedures for adequacy and, based upon this review, shall make all appropriate revisions to the policy necessary to strengthen lending procedures and abate {{8-31-92 p.C-2359}}additional loan deterioration. The revised written loan policy and any subsequent modifications shall be submitted to the Regional Director for review and comment.
   (b) The initial revisions to the Bank's loan policy required by this paragraph, at a minimum, shall include provisions:

       (i) establishing review and monitoring procedures for compliance with the FDIC's regulation on appraisals, 12 C.F.R. Part 323;
       (ii) establishing review and monitoring procedures to ensure that all lending personnel are adhering to the established procedures and that the directorate is receiving timely and fully detailed reports;
       (iii) requiring that all extensions of credit originated or renewed be supported by current credit information and collateral documentation, including lien searches and the perfection of security interests; have a clearly defined and stated purpose; and have a predetermined and realistic repayment source and schedule. Additionally, documentation for commercial, commercial real estate and agricultural loans shall include current financial information, profit and loss statements or copies of tax returns, and cash flow projections, and shall be maintained throughout the term of the loan with loan officer notations and comments;
       (iv) requiring the establishment and maintenance of a loan grading system and internal loan watch list;
       (v) requiring a written plan to lessen the risk position in each line of credit that is identified as a problem credit on the Bank's internal loan watch list and that is adversely classified in the Report or by the FDIC or State authority in a subsequent Report of Examination;
       (vi) requiring that extensions of credit to any of the Bank's executive officers, directors, or principal shareholders, or to any related interest of such person, be thoroughly reviewed for compliance with all provisions of Regulation O,
       (vii) establishing a dollar threshold for prior approval by the Bank's board of directors of any extension of credit, renewal, or disbursement, on an aggregate basis to any person and all related interests of that person. For the purpose of this paragraph "related interest" is defined as that term is defined in section 215.2(k) of Regulation O, 12 C.F.R. § 215.2(k);
       (viii) requiring a nonaccrual policy in accordance with the FFIEC's Instructions for the Consolidated Reports of Condition and Income;
       (ix) addressing concentrations of credit and diversification of risk, including goals for portfolio mix, establishment of limits within loan and other asset categories, and development of a tracking and monitoring system for the economic and financial condition of specific geographic locations, industries, and groups of borrowers;
       (x) establishing standards for extending unsecured credit;
       (xi) incorporating limitations on the amount that can be loaned in relation to established collateral values, including the requirements that the source of the valuations be identified and that such collateral valuations be completed prior to the disbursement of loan proceeds and by performed on a periodic basis over the term of the loan;
       (xii) establishing guidelines for timely recognition of loss through charge-off;
       (xiii) prohibiting the extension of a maturity date, advancement of additional credit or renewal of a loan to a borrower whose obligations to the Bank were classified "Substandard," or "Doubtful," whether in whole or in part, as of July 5, 1991, or by the FDIC or State authority in a subsequent Report of Examination, without the full collection in cash of accrued and unpaid interest, unless the loans are well secured and/or are adequately supported by current and complete financial information, and the renewal or extension has first been approved in writing by a majority of the Bank's board of directors;
       (xiv) establishing officer lending limits and limitations on the aggregate level of credit to any one borrower which can be granted without the prior approval of the Bank's loan committee;
       (xv) requiring that collateral appraisals be completed prior to the making of
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    secured extensions of credit, and that periodic collateral valuations be performed for all secured "problem loans;"
       (xvi) establishing guidelines for the payment, collection and charge-off of overdrafts; and
       (xvii) establishing limitations on the maximum volume of loans in relation to total assets.
   (c) Within 30 days from the receipt of any comments from the Regional Director and after consideration of any comments the board of directors shall approve the implement the written loan policy and any subsequent modification thereto. The approvals shall be recorded in the minutes of a board of directors' meeting.

   [.12] 12. During the life of this ORDER, the Bank shall not increase its total assets by more than 2.5 percent during any consecutive three-month period without providing, at least 30 days prior to its implementation, a growth plan to the Regional Director. Such growth plan shall include the funding source to support the projected growth, as well as the anticipated use of funds. This growth plan shall not be implemented without the prior written consent of the Regional Director. In no event shall the Bank increase its total assets by more than 10.0 percent annually. For the purpose of this paragraph, "total assets" shall be defined as in the FFIEC's Instructions for the Consolidated Reports of Condition and Income.

[.13] 13. (a) Within 60 days from the effective date of this ORDER, the Bank shall eliminate and/or correct all violations of law or regulation listed on pages 6-a to 6-a-6 of the Report. In addition, the Bank shall implement procedures to ensure future compliance with all applicable laws and regulations.
   (b) Within 120 days of the effective date of this ORDER, the Bank shall conform any contracts with Ensurc, Inc. to the Guidelines For Percentage Lease Agreements of the Commissioner of Banks and Trust Companies for the State of Illinois.

   [.14] 14. Within 30 days of the effective date of this ORDER, the Bank shall obtain reimbursement for all costs it has incurred for the purchase of split-dollar premium insurance for the Individual Respondents. The Individual Respondents shall reimburse the Bank for all costs incurred by the Bank for the purchase of the split-dollar premium insurance to the extent the Bank has not fully recovered its costs from other sources.

[.15] 15. (a) Within 90 days from the effective date of this ORDER, the Bank shall adopt the implement a written profit plan and a realistic, comprehensive budget for all categories of income and expense for calendar year 1992. The plan required by this paragraph shall contain formal goals and strategies, consistent with sound banking practices, to reduce discretionary expenses, and to improve the Bank's overall earnings, and shall provide for an adequate level of management and staff. The plan shall contain a description of operating assumptions that form the basis for major projected income and expense components and shall describe any projected gains or losses on the sale of assets or from trading account activity. The plan shall be consistent with the loan investment, liquidity and asset/management policies.
   (b) Within 30 days after the end of each calendar quarter, the Bank's board of directors shall evaluate the Bank's actual performance in relation to the plan and budget required by this paragraph and record the results of the evaluation, and any actions taken by the Bank, in the minutes of the board of directors' meeting at which such evaluation is undertaken.
   (c) The written profit plan and budget required by this ORDER shall be prepared and submitted to the Regional Director immediately after adoption, which should be no later than 30 days prior to the end of each calendar year during which this ORDER is in effect.

[.16] 16. (a) Within 60 days from the effective date of this ORDER, and annually thereafter, the board of directors of the Bank shall develop and adopt an investment policy which addresses the actual and contemplated condition of the investment portfolio and any trading account. The policy shall be consistent with:

       (i) the FDIC's Statement of Policy Concerning Interest Rate Futures Contracts, Forward Contracts and Standby Contracts, as well as with any future revisions of this policy statement;
       (ii) the FFIEC's Supervisory Policy Statement on Securities Activities, as well as with any future revisions of this policy statement;
       (iii) the FFIEC's Instructions for Con-
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    solidated Reports of Condition and Income; and
       (iv) generally accepted accounting principles.
   (b) The policy shall be coordinated with the Bank's loan and funds management policies. A copy of the revised policy shall be submitted to the Regional Director immediately after its adoption.

[.17] 17. (a) Within 90 days from the effective date of this ORDER, the board of directors of the Bank shall review its funds management policy for adequacy and, based upon this review, shall make appropriate revisions in the policy which are necessary to strengthen funds management procedures and maintain adequate provisions to meet the Bank's liquidity needs. The revised policy shall, at a minimum, include the following:

       (i) maximum dollar gap level at three-, six-, and twelve-month time horizons;
       (ii) target ratios for the gap to total assets at three-, six- and twelve-month time horizons;
       (iii) strategies to bring the Bank into conformance with the standards established in subparagraphs (i) and (ii) above;
       (iv) provisions for a minimum acceptable liquidity ratio of 30%, as calculated on page 5-a of the Report;
       (v) provisions for a maximum acceptable dependency ratio of negative 10%, as calculated on page 5-a of the Report;
       (vi) provisions for a maximum ratio of total loans to total deposits of 65%; and
       (vii) a restriction on borrowings by the Bank to that amount required for occasional and temporary seasonal credit needs and to meet deposit withdrawals.
   (b) The policy when revised as required by this paragraph, shall be submitted to the Regional Director for review and comment. Within 30 days of the receipt of any comment from the Regional Director, and after consideration of all such comments, the board of directors shall approve and implement the funds management policy. The approval shall be recorded in the minutes of the board of directors' meeting.

[.18] 18. (a) Within 30 days of the effective date of this ORDER, each director shall disclose to the board of directors of the Bank any business relationships with any individual, business or trust to which the Bank has extended credit as of July 5, 1991. The disclosures shall be in writing and shall include copies of all relevant documents.
   (b) While this ORDER is in effect, each director shall provide to the board of directors of the Bank the disclosures required under paragraph 18(a) of this ORDER with regard to all extensions of credit for which he is or will be directly or indirectly liable or from which he has received or will receive a direct or indirect benefit. The disclosures shall be provided prior to advancing funds on or renewals of extensions of credit made by the Bank.
   (c) While this ORDER is in effect, each director shall provide to the board of directors of the Bank an annual update of the disclosures required under paragraph 18(a) of this ORDER.
   (d) The board of directors shall review the disclosures and as a result of that review shall take all appropriate actions to ensure compliance with all applicable laws and regulations and prudent banking practices.
   (e) Within 75 days of the effective date of this ORDER, copies of the initial written disclosures shall be submitted to the Regional Director along with a report of any action taken or planned to be taken by the board of directors of the Bank in response to the initial disclosures.

[.19] 19. (a) Within 90 days of the effective date of this ORDER, the Bank shall formulate and submit to the Regional Director for review and comment a comprehensive conflict of interest policy. At a minimum, the policy shall include:

       (i) provisions for the disclosure by each officer, director and principal shareholder of his or her business interests;
       (ii) provisions for approval by the board of directors of all loans to officers, directors and principal shareholders. For the purpose of this paragraph, "principal shareholder" is defined as that term is defined in section 215.2(j) of Regulation O, 12 C.F.R. § 215.2(j);
       (iii) provisions for the approval by
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    the board of directors of all loans to related interests of officers, directors, and principal shareholders. For the purpose of this paragraph, "related interest" is defined as that term is defined in section 215.2(k) of Regulation O, 12 C.F.R. § 215.2(k);
       (iv) provisions for the approval by the board of directors of all loans to individuals or business with whom an officer, director or principal shareholder has a business association, even if that association is outside of the particular loan;
       (v) provisions requiring any director whose direct or indirect loan is subject to adverse classification to strengthen the credit to remove the adverse classification within a reasonable time frame or to resign from the board;
       (vi) provisions to establish special oversight of any adversely classified loan to any officer or principal shareholder or their related interests;
       (vii) provisions for approval by the board of directors of all transactions, unrelated to loans, in which officers, directors or principal shareholder are involved; and
       (viii) provisions for the notation of the results of board deliberations in the minutes of the board of directors.
   (b) Within 30 days from the receipt of any comments from the Regional Director on the policy, and after consideration of all such comments, the Bank shall approve and implement the plan. The approval shall be recorded in the minutes of a meeting of the Bank's board of directors. The Bank shall provide a copy of the approved policy to each employee, officer and director of the Bank.

   [.20] 20. Within 30 days of the effective date of this ORDER, the Bank shall engage an independent accountant to determine the Bank's liability under deferred compensations agreements, along with amounts set aside to fund the deferred compensation obligations. The independent accountant shall also determine the appropriate manner to account for any asset arising from any life insurance policies for which the bank has paid all or part of the premiums. Immediately following the determination of any liability or any asset, the Bank shall make the appropriate entries to the general ledger to record the liability and/or the asset.

   [.21] 21. Following the effective date of this ORDER, in conjunction with the Bank's next shareholder communication and in conjunction with its notice or proxy statement preceding the Bank's next shareholder meeting the Bank shall: (a) send to its shareholders or otherwise furnish a description of this ORDER. The description shall fully describe the ORDER in all material respects. The description and any accompanying communication, notice, or statement shall be sent to the FDIC in Washington, D.C. 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; and (b) send to its shareholders or otherwise furnish a disclosure of the ownership of Ensurc, Inc. by Executive Vice President Robert G. Cruse, Sr. and Vice President Robert G. Curse, Jr. and its relationship to the Bank, including:

       (i) the dollar volume of Esurc, Inc's. business generated by the Bank;
       (ii) the amount of income generated from the Bank that has been and will be retained by Esurc, Inc. and the amount of the income that has been and will be paid by Escurc, Inc. to Executive Vice President Robert G. Cruse, Sr. and Vice President Robert G. Cruse, Jr.; and
       (iii) the amount of compensation paid to the bank, how the compensation was determined and the frequency of payments to the Bank.

   [.22] 22. Within 30 days from the effective date of this ORDER, the Bank shall establish a compliance committee comprised of at least three directors who are not active officers of the Bank. The committee shall monitor compliance with this ORDER, and, within 30 days from the effective date of this ORDER, and every 30 days thereafter, shall submit to the board of directors for consideration at its regular monthly meeting a written report detailing the Bank's compliance with this ORDER. The compliance report shall be incorporated into the minutes of the board of directors' meeting. Establishment of this committee does not in any way diminish the responsibility of the entire board of directors for ensuring that compliance with the provisions of this ORDER is achieved.
   [.23] 23. Within 30 days after the end of each calendar quarter following the effective date of this ORDER, the Bank shall furnish to {{2-28-94 p.C-2363}}the Regional Director written progress reports signed by each member of the Bank's board of directors, detailing the actions taken to secure compliance with the ORDER and the results thereof. Such reports may be discontinued when the corrections required by this ORDER have been accomplished and the Regional Director has, in writing, released the Bank from making further reports.
   The effective date of this ORDER shall be 10 days after its issuance by the FDIC.
   The provisions of this ORDER shall be binding upon the Bank, the Individual Respondents, the Bank's institution-affiliated parties, and any successors and assigns thereof.
   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.
   Dated: June 3, 1992.
   Pursuant to delegated authority.

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