Federal Deposit
Insurance Corporation

{{7-31-93 p.C-3037}}
   [¶10,725] In the Matter of Union Trust Company, Stamford, Connecticut, Docket No. FDIC-93-33b (2-19-93).    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 in violation of applicable laws or regulations; operating with management whose policies are detrimental to the Bank; operating with inadequate loan administration; engaging in practices which produce inadequate operating income; failing to provide adequate supervision over the Bank's affairs; operating with inadequate allowance for loan and lease losses; operating with inadequate appraisal review procedures; and failing to submit Reports of Condition and Income in accordance with instructions. (This order was terminated by order of the FDIC dated 5-4-93; see ¶15,664.)

   [.1] Management—Qualifications—Review
   [.2] Management—Management Plan—Minimum Requirements
   [.3] Loan Loss Reserve—Establish/Maintain
   [.4] Capital—Tier 1 Capital—Increase/Maintain—Methods
   [.5] Loans—Risk Position—Reduce—Written Plans Required
   [.6] Loans—Extensions of Credit—Existing Borrowers—Curtail
   [.7] Loans—Overdue—Accrual of Interest
   [.8] Loan Policy—Written Revision—Minimum Requirements
   [.9] Profit Plan—Minimum Requirements
   [.10] Dividends—Restricted
   [.11] Shareholders—Disclosure—Cease and Desist Order
   [.12] Loans—Special Mention—Correct Deficiencies
   [.13] Funds Management—Written Policy Required
   [.14] Investment Policy—Revision—Minimum Requirements
   [.15] Violations of Law—Eliminate/Correct
   [.16] Institution—Affiliated Organizations—Payments to—FDIC Consent Required

In the Matter of

UNION TRUST COMPANY
STAMFORD,CONNECTICUT
(Insured State Nonmember Bank)
ORDER TO CEASE
AND DESIST
FDIC-93-33b
   Union Trust Company, Stamford, Connecticut ("Bank"), having been advised of its right to a Notice of Charges and of Hearing detailing the unsafe or unsound banking practices and violations of law and/or regulations alleged to have been committed by the Bank and of its right to a hearing on such alleged charges under section 8(b)(l) 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 February 16, 1993, 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 {{7-31-93 p.C-3038}}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 laws and/or regulations. The FDIC, therefore, accepted the CONSENT AGREEMENT and issued the following:

   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. § 1813(u), cease and desist from the following unsafe or unsound banking practices and violations of law and/or regulations:
   (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 adversely classified loans;
   (c) operating with inadequate capital for the kind and quality of assets held;
   (d) engaging in violations of applicable laws and regulations;
   (e) operating with management whose poiicies and practices are detrimental to the Bank;
   (f) operating with deficient or inadequate loan administration, including but not limited to an inadequate risk rating system;
   (g) engaging in practices which produce inadequate operating income and excessive loan losses;
   (h) failing to provide adequate supervision and direction over the affairs of the Bank to prevent unsafe or unsound practices and violations of law and/or regulations;
   (i) operating with an inadequate allowance for loan and lease losses for the volume, kind and quality of loans held;
   (j) operating with inadequate appraisal review procedures; and
   (k) submitting Reports of Condition and Income which may not have been prepared in accordance with prevailing instructions.
   IT IS FURTHER ORDERED that the Bank and its institution-affiliated parties take affirmative action as follows:

[.1] 1. (a) Within ninety (90) days from the earlier of the date of consummation of the transactions contemplated by, or the termination of, the Agreement and Plan of Reorganization dated as of December 28, 1992 among First Fidelity Bancorporation, Northeast Bancorp, Inc. and FFB Newco, Inc., but, in any event, within one hundred twenty (120) days from the effective date of this ORDER, 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. 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 end 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 Sank shall notify the Regional Director of the FDIC's Boston Regional Office ("Regional Director") and the Banking Commissioner of the State of Connecticut Banking Department ("Commissioner") in writing of any changes in management at or above the level of Executive Vice President, the Senior Vice President/Comptroller, the Senior Vice President/General Counsel/Corporate Secretary, and the Senior Vice President/Auditor. The notification must include the names and background of any replacement personnel and must be provided prior to the individual's assuming the new position.

   (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 {{4-30-93 p.C-3039}}of such Bank committees as are needed to provide guidance and oversight to active management;
   (iii) evaluation of each Bank officer at or above the level of Executive Vice President, the Senior Vice President/ Comptroller, the Senior Vice President/ General Counsel/Corporate Secretary, and the Senior Vice President/Auditor, and in particular the chief executive officer, 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.

   (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 committee members 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 is 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 or its parent holding company, (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 outstanding shares of the Bank or its parent holding company, 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.

[.3] 2. (a) If not previously accomplished, within ten (10) days from the effective date of this ORDER, the Bank shall have increased its allowance for loan and lease losses ("Reserve") existing as of June 30, 1992 by $25,000,000 at a minimum.
   (b) If not previously accomplished, immediately after complying with paragraph 2(a), the Bank shall have eliminated from its books, by charge-off or collection, all assets or portions of assets classified "Loss" and fifty (50.0) percent of all assets or portions of assets classified "Doubtful" in the joint State/FDIC Report of Examination of the Bank as of May 26, 1992 ("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 loans 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 revise its policy for determining the adequacy of the Rank'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 non-accrual 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. Details of thee 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 September 30, 1991 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 ten (10) 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) 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.

[.4] 3. (a) (i) The Bank shall take all action necessary to bring the Bank's capital to a sufficient level and thereafter to operate within a capital structure sufficient in relation to the composition and quality of its assets and funding liabilities and in accordance with Part 325 of the FDIC Rules and Regulations. Toward this end, the Bank will develop a Capital Plan which will be submitted to the Regional Director and the Commissioner for approval on or before March 18, 1993. Immediately upon receipt of the Regional Director's and the Commissioner's approval of the Bank's Capital Plan, including any modifications to the plan suggested by these regulatory authorities, the Bank shall begin to implement such plan. The Capital Plan shall address both internal and external sources of capital augmentation, including capital infusions, retention of earnings, restriction of asset growth, and asset sales, with the goal of producing Tier 1 leverage capital at or in excess of six (6.0) percent of the Bank's total assets ("Tier 1 leverage capital ratio"), {{4-30-93 p.C-3041}}with stated timetables in which to attain this goal.

   (ii) 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.

   (b) In calculating the Bank's Tier 1 leverage capital ratio under paragraph 3(a) initially, the Bank shall first comply fully with paragraphs 2(a) and (b) of this ORDER. Thereafter, 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.
   (c) Any increase in the Tier 1 leverage capital ratio made by the Bank in order to meet the requirements of paragraph 3(a) of this ORDER may be accomplished by:

   (i) the sale of the new offerings of common stock or perpetual preferred stock;
   (ii) the direct contribution of cash by the directors of the Bank;
   (iii) the collection of all or part of assets classified "Loss" within the Examination without loss or liability to the Bank. Reductions to loans and leases classified "Loss" 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 of this ORDER indicates that such Reserve has a balance in excess of that required for adequacy, any such excess may be transferred to equity capital through a negative provision to the Reserve;
   (iv) the collection in cash of assets previously charged off;
   (v) any combination of the above means; or
   (vi) any other means acceptable to the Regional Director and the Commissioner.

   (d) If, after having achieved the six (6.0) percent Tier 1 leverage capital ratio specified in paragraph 3(a)(i), such ratio declines below (6.0) percent, the Bank, within thirty (30) days after the date on which 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.
   (e) In addition to the requirements of paragraphs 3(a)-(d), 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.
   (f) 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. § 230.506 as currently in effect 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.
   (g) In complying with the provisions of paragraph 3(f) 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. The written {{4-30-93 p.C-3042}}notice required by this paragraph 3(g) 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.
   (h) 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 paragraph 3(a) through 3(g) of this ORDER, including, at a minimum, any action to increase its Tier 1 capital by each of the methods specified in paragraphs 3(c)(i) through 3(c)(vi) of this ORDER.

[.5] 4. (a) Within sixty (60) days from the effective date of this ORDER, the Board of Directors shall develop or revise a written plan of action to lessen the Bank's risk position with respect to each borrower who or which had outstanding principal debt owing to the Bank in excess of $2,000,000 and each parcel of other real estate with book value in excess of $2,000,000 which was classified "Substandard" or "Doubtful," in whole or in part, as of May 26, 1992. The Bank shall add to its written plan of action loans and other real estate in excess of $2,000,000 which are so classified in any subsequent examination. In developing or revising such plan, the Bank shall, at a minimum:

   (i) in the case of loans, 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; and
   (iii) in the case of other real estate, evaluate the property and provide cost/ benefit analyses of holding the property versus current liquidation value.

Based upon such review and evaluation, the written plan of action shall: (A) within six (6) and twelve (12) months from the effective date of this ORDER, establish target dollar levels to which the Bank shall reduce the aggregate dollar volume of "Substandard" or "Doubtful" classifications as of May 26, 1992 as well as any additional assets that are in need of criticism according to internal Bank review; and (b) provide for the submission of written monthly progress reports to the Bank's Board of Directors for review and notation in the minutes of the Board of Directors. Exhibit A provides a sample form indicating the information required for the progress report. As used in this paragraph 4, "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 Connecticut Department of Banking. Payment of loans with the proceeds of other loans made by the Bank, other than loans to qualified third party borrowers, will not constitute "reduction" or "collection" for purposes of this paragraph.
   (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 within sixty (60) days from the effective date of this ORDER. At its first regularly scheduled meeting held more than thirty (30) days after such submission, the Board of Directors shall approve the written plan of action, taking into consideration any regulatory comments, and such approval shall be recorded in the minutes of the Board of Directors. Subsequent modifications to the written 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 plan of action and/or any subsequent modification thereto.

   [.7] 6. The Bank shall not accrue interest on any loan, other than credit card loans, that is, or becomes, ninety (90) days or more delinquent as to principal or interest, unless the loan is both well secured and in the process of collection. For purposes of this paragraph 6., "well secured" and "in the process of collection" shall have the same meaning as those terms have in the prevailing Instructions for the Reports of Condition and Income. The Bank shall reverse on its books all previously accrued but uncollected interest on any loan that has ceased to accrue interest pursuant to this provision.

[.8] 7. (a) Within sixty (60) days from the effective date of this ORDER, the Bank shall revise its written loan policy, particularly with respect to its inadequate risk rating system. The written loan policy shall be revised to include, at a minimum:

   (i) specific guidelines for unsecured lending including selected financial statement ratios and debt service to income relationships;
   (ii) quantified criteria/standards as to what constitutes a credit concentration;
   (iii) instructions for handling loan policy exceptions, including -establishment of procedures that (at a minimum) identify policy exceptions, - specification of the justification necessary for allowing exceptions, and -establishment of approval or follow-up requirements;
   (iv) establishment of a formal zero daylight overdraft policy;
   (v) more detailed requirements for verification of guarantor income and balance sheet information valuations;
   (vi) more detailed and clear definitions of loan risk rating categories; and
   (vii) establishment of formal appraisal review procedures.

   (b) The revised written loan policy shall be submitted to the Regional Director and the Commissioner for review and comment within sixty (60) days from the effective date of this ORDER. At its regularly scheduled meeting held more than thirty (30) days after such submission, the Board of Directors shall approve the revised written loan policy, taking into consideration any regulatory comments, 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] 8. (a) Within thirty (30) 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;
{{4-30-93 p.C-3044}}
   (ii) the preparation and updating of 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 within thirty (30) days from the effective date of this ORDER. At its regularly scheduled meeting held more than thirty (30) days after such submission, the Board of Directors shall approve the written profit plan, taking into consideration any regulatory comments, 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.

   [.11] 10. 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.

   [.12] 11. Within sixty (60) days from the effective date of this ORDER, the Bank shall correct the remediable cited deficiencies in the loans listed for "Special Mention" on pages 2-b of the Examination.

   [.13] 12. (a) Within sixty (60) days from the effective date of this ORDER, the Bank shall revise its formal written funds management policy to include, at a minimum:

   (i) a provision for periodic review by the Bank's Board of Directors;
   (ii) establishment of formal monitoring of liquidity such as a liquidity ratio analysis, including a range for such analysis;
   (iii) establish a written report tracking the volume of stable or core deposits and volatile deposits;
   (iv) a provision defining volatile liabilities and clarifying the extent that volatile funds will be offset with liquid assets, including a cap on the dependence on volatile funds;
   (v) a provision establishing guidelines for investing funds derived from negotiable rate certificates of deposit;
   (vi) guidelines for monitoring large deposits, including the establishment of a monitoring report;
   (vii) provisions for meeting the Bank's funding needs, including when and under what circumstances the Bank may borrow, borrowing limitations, list of acceptable creditors, and identification of individuals authorized to borrow on behalf of the Bank;
   (viii) a provision establishing a contingency plan for unexpected liquidity pressures, including specific plans identifying individuals authorized to borrow on behalf of the Bank and from where funds may be borrowed, and delineating when the contingency plan is to be used; and
   (ix) a provision establishing a recordkeeping and monitoring system for principal pre-payments on mortgage backed securities and requiring consideration of such pre-payments in the Bank's review of liquidity and interest rate risk.

   (b) The revised written funds management policy shall be submitted to the Regional Director and the Commissioner for review and comment within sixty (60) days from the effective date of this ORDER. At its first regularly scheduled meeting held more than thirty (30) days after such submission, the Board of Directors shall approve the revised written funds management policy, taking into consideration any regulatory comments, and such approval shall be recorded in the minutes of the Board of Directors. Subsequent mod- {{4-30-93 p.C-3045}}ifications to the revised 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 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 funds management and/or any subsequent modification thereto.

[.14] 13. (a) Within sixty (60) days from the effective date of this ORDER, the Bank shall revise its formal written investment policy to include, at a minimum:

   (i) comprehensive guidelines to manage collaterialized mortgage obligations and other mortgage backed securities, which guidelines should define an acceptable risk profile, enable management to monitor actual versus projected results, and provide analysis to show the effect of pre-payments on earnings, interest rate sensitivity and structure of the portfolio;
   (ii) a definition of the required credit file information and/or documentation of all issues purchased and justification for all purchases and sales;
   (iii) the establishment of individual purchase and sale authority;
   (iv) guidelines concerning the total volume of trading with a single dealer; and
   (v) the establishment of requirements concerning the transfer of securities between the Bank's investment and trading accounts, including requiring the revaluation of transferred securities to current market price, with write-downs to market recognized at the time of transfer and write-ups to market deferred until completion of an independent sale of the transferred securities and prohibiting transfers from the trading portfolio to the investment portfolio unless transfer of the security receives appropriate Board approval and is consistent with previously established investment portfolio policies and objectives.
   (b) The revised written investment policy shall be submitted to the Regional Director and the Commissioner for review and comment within sixty (60) days from the effective date of this ORDER. At the first regularly scheduled meeting held more than thirty (30) days after such submission, the Board of Directors shall approve the revised written investment policy, taking into consideration any regulatory comments, and such approval shall be recorded in the minutes of the Board of Directors. Subsequent modifications to the revised 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 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 investment and/or any subsequent modification thereto.

   [.16] 16. As of the effective date of this ORDER, the Bank shall not make any payments to, or for the benefit of, any affiliated {{4-30-93 p.C-3046}}organization (other than wholly owned subsidiaries of the Bank) without the prior written consent of the Regional Director and the Commissioner.
   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.
   This ORDER has been reviewed and concurred in by the Banking Commissioner.
   This ORDER supersedes the Memorandum of Understanding entered into among and between the Bank, the FDIC and the Commissioner dated January 21, 1992.
   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 at Westwood, Massachusetts this 19th day of February, 1993.
   Pursuant to delegated authority.