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FDIC Enforcement Decisions and Orders

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{{5-31-93 p.C-3124}}
   [10,746] In the Matter of Norcrown Bank of Roseland, New Jersey, Roseland, New Jersey, Docket No. FDIC-93-65b (3-17-93).

   Bank to cease and desist from such unsafe or unsound practices as following hazardous lending and lax collection practices; operating with inadequate capital; operating with an excessive level of poor quality assets; operating with inadequate allowance for loan and lease losses; engaging in practices which produce inadequate operating income; and operating with management whose policies are detrimental to the Bank.

   [.1] Management—Qualifications—Review
   [.2] Management—Management Plan—Minimum Requirements
   [.3] Capital—Tier 1 Capital—Increase/Maintain—Methods
   [.4] Allowance for Loan and Lease Losses—Establish/Maintain
   [.5] Business Plan—Three-Year Plan Required
   [.6] Budget and Earnings Plan—Annual Preparation Required
   [.7] Assets—Adversely Classified—Eliminate/Reduce
   [.8] Assets—Adversely Classified—Eliminate/Reduce—Timetable
   [.9] Loans—Extensions of Credit—Existing Borrowers—Curtail
   [.10] Assets—Criticized—Individual Written Plans Required
   [.11] Lending and Collection Policy—Minimum Requirements
   [.12] Loan Portfolio—Internal Review and Grading System
   [.13] Loans—Special Mention—Correct Deficiencies
   [.14] Dividends—Restricted
   [.15] Compensation—"Golden Parachutes" Restricted
   [.16] Brokered Deposits—Acceptance Limited
   [.17] Shareholders—Disclosure—Cease and Desist Order
   [.18] Board of Directors—Committee to Review Compliance with Cease and Desist Order
In the Matter of

NORCROWN BANK OF ROSELAND,
NEW JERSEY
ROSELAND, NEW JERSEY
(Insured State Nonmember Bank)
ORDER TO CEASE AND DESIST
FDIC-93-65b

   Norcrown Bank of Roseland, New Jersey, Roseland, New Jersey ("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 the alleged 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 March 17, 1993, whereby, solely for the purpose of this proceeding and without admitting or denying the alleged charges of unsafe or unsound banking practices, 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. The FDIC, therefore, accepted the CONSENT AGREEMENT and issued the following:

ORDER TO CEASE AND DESIST

   IT IS HEREBY ORDERED that the Bank, its successors, assigns, directors, officers, employees, agents, and other "institution-affiliated parties," as defined in section 3(u) of the Act, 12 U.S.C. § 1813(u), CEASE {{5-31-93 p.C-3125}}AND DESIST from the following unsafe or unsound banking practices:
   (a) Engaging in hazardous lending and lax collection practices;
   (b) Operating the Bank with inadequate capital in relation to the kind and quality of assets held by the Bank;
   (c) Operating the Bank with an excessive volume of poor quality assets;
   (d) Operating the Bank with an inadequate allowance for loan and lease losses;
   (e) Operating the Bank in such a manner as to produce unsatisfactory earnings; and
   (f) Operating the Bank with management whose policies and practices are detrimental to the Bank and jeopardize the safety of its deposits.
   IT IS FURTHER ORDERED that the Bank take AFFIRMATIVE action as follows:

[.1] 1. (a) Within 90 days from the effective date of this ORDER, the Bank shall have management qualified to restore the Bank to a sound condition. Such management shall include an experienced chief executive officer who shall be given stated written authority by the Bank's board of directors. Such written authority shall include the responsibility for implementing and maintaining lending policies and other Bank policies in accordance with sound banking practices.
   (b) During the life of this ORDER, the Bank shall notify the Regional Director of the New York Regional Office of the FDIC ("Regional Director") and the Commissioner of Banking for the State of New Jersey ("Commissioner") in writing of any resignations and/or terminations of any members of its board of directors and/or any of its officers.
   (c) The Bank shall comply with section 32 of the Act, 12 U.S.C. § 1831i, which includes a requirement that the Bank shall notify the Regional Director in writing at least 30 days prior to any individual assuming a new position or any additions to its board of directors and/or senior executive officers.

[.2] 2. (a) Within 60 days from the effective date of this ORDER, the board of directors of the Bank shall review and make a written report on the Bank's management needs in the lending area ("Management Report"). The Management Report shall incorporate an analysis of the Bank's management and staffing requirements and shall, at a minimum:

       (i) identify both the number of type of positions needed to properly supervise the Bank's lending functions, giving appropriate consideration to the Bank's loan volume, customer base and the number of problem credits;
       (ii) provide a clear and concise description of the general duties and responsibilities of lending officers and their support staff;
       (iii) identify the skills, experience and pay required for each position;
       (iv) provide an evaluation of the Bank's senior management and lending officials, indicating whether bank officials possess the necessary lending and collection experience and qualifications required to adequately perform present and anticipated duties;
       (v) establish a plan to recruit, hire, and/or replace personnel based on ability and experience;
       (vi) establish a plan providing for periodic evaluation of each individual's job performance; and
       (vii) providing for periodic review of the Bank's management and updating of lending policies and procedures.
   (b) The board of directors of the Bank shall obtain the services of any outside consultant, acceptable to the FDIC and the Commissioner, who is knowledgeable in the area of lending, collections and personnel evaluation to assist the board of directors in reviewing the Bank's management needs and preparing the Management Report. The acceptability of the consultant shall be based on the consultant's ability to advise the Bank in each of the areas identified in paragraph 2(a) of this ORDER.
   (c) Within 90 days from the effective date of this ORDER, the board of directors of the Bank, with the assistance of the outside consultant, shall prepare a written plan of implementation ("Plan") addressing the findings of the Management Report. The Plan shall specify the actions to be taken by the board of directors and the time frames for each action.
   (d) Within 90 days from the effective date of this ORDER, the board of direc- {{5-31-93 p.C-3126}}tors of the Bank shall prepare a written report ("Written Report") which shall contain (1) a recitation identifying the recommendations made by the outside consultant which have been incorporated in the Management Report and Plan, (2) a recitation identifying the recommendations made by the outside consultant which were not incorporated in the Management Report and Plan and the reasons for not including such recommendations, and (3) a copy of any report prepared by the outside consultant.
   (e) A copy of the Management Report, Plan, and Written Report shall promptly be submitted to the Regional Director and the Commissioner for review and comment. Within 30 days from receipt of all comments, and after consideration of such comments, the board of directors of the Bank shall approve the Management Report and Plan, which approval shall be recorded in the minutes of the meeting of the board of directors. It shall remain the responsibility of the board to fully implement the Plan within the specified time frames. In the event the Plan, or any portion thereof, is not implemented, the board shall immediately advise the Regional Director and the Commissioner, in writing, of the specific reasons for deviating from the Plan.
   (f) Within 15 days from the effective date of this ORDER, the Bank may provide to the Regional Director and the Commissioner material designed to convince the Regional Director and the Commissioner that the services of an outside consultant are not necessary. If the Regional Director and the Commissioner have received all materials to be considered within 15 days from the effective date of this ORDER and if, after such consideration, they have specifically provided to the Bank, within 30 days from the effective date of this ORDER, a written communication indicating that the services of an outside consultant are not necessary, the Bank need not engage an outside consultant for purposes of sections 2(b) and 2(c) of this ORDER.

[.3] 3. (a) Upon the effective date of this ORDER, the Bank shall have, and shall thereafter maintain, adjusted Tier 1 capital equal to or greater than 6.0 percent. Subsequently, within 360 days from the effective date of this ORDER, the Bank shall increase its adjusted Tier 1 capital to not less than 6.5 percent of the Bank's adjusted Part 325 total assets. Thereafter, during the life of this ORDER, the Bank shall maintain adjusted Tier 1 capital equal to or greater than 6.5 percent of the Bank's adjusted Part 325 total assets.
   (b) Any increase in Tier 1 capital necessary to meet the ratios required by paragraph 3(a) of this ORDER may be accomplished by the following:

       (i) the sale of new securities in the form of common stock or non-cumulative perpetual preferred stock; or
       (ii) the direct contribution of cash by the directors or shareholders of the Bank; or
       (iii) any combination of the above or other method acceptable to the FDIC.
   (c) If all or part of the increase in Tier 1 capital required by paragraph 3(a) of this ORDER is accomplished by the sale of new securities, the board of directors of the Bank shall forthwith adopt and implement a plan for the sale of such additional securities, including the voting of any shares owned or proxies held or controlled by them in favor of the plan. Should the implementation of the plan involve a public distribution of Bank securities (including a distribution limited only to the Bank's existing shareholders), the Bank shall prepare 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 Federal and State 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 plan and any materials used in the sale of the securities shall be submitted to the FDIC, Registration and Disclosure Section, Washington, D.C. 20429. Any changes requested to be made in the plan or materials by the FDIC shall be made prior to their dissemination.
   (d) In complying with the provisions of paragraph 3 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 {{5-31-93 p.C-3127}}the sale of Bank securities. The written notice required by this paragraph shall be furnished within 10 calendar days from the date such material development or change was planned or occurred, whichever is earlier, and shall be furnished to every subscriber and/or purchaser of Bank securities who received or was tendered the information contained in the Bank's original offering materials.
   (e) For the purposes of this ORDER, the terms "Tier 1 capital" and "Part 325 total assets" shall have the meanings ascribed to them in Part 325 of the FDIC's Rules and Regulations, respectively sections 325.2(m) and 325.2(n), 12 C.F.R. §§ 325.2(m) and (n) (to be recodified at 12 C.F.R. §§ 325.2(t) and (v), 57 Fed. Reg. 44866, 44899 (1992), 58 Fed. Reg. 8210, 8219 (1993)). The "Analysis of Capital" schedule on page 3 of the FDIC Report of Examination provides the method for determining the ratio of adjusted Tier 1 capital to adjusted Part 325 total assets as required by this ORDER.
   (f) The Bank shall not lend funds directly or indirectly, whether secured or unsecured, to any purchaser of Bank securities or to any investor by any other means for any portion of any increase in Tier 1 capital required herein.

[.4] 4. (a) Within 30 days from the effective date of this ORDER, the board of directors of the Bank shall adopt a method of computing the balance of the Bank's allowance for loan and lease losses that gives consideration to the volume and composition of the loan portfolio not subject to criticism, as well as to the volume and composition of criticized loans, including but not limited to (1) results of the Bank's internal loan review, (2) loan loss experience, (3) an estimate of potential loss exposure on each significant credit, (4) concentrations of credit in the Bank, and (5) present and prospective economic conditions. Immediately thereafter, the board of directors of the Bank shall review the adequacy of the Bank's allowance for loan and lease losses utilizing the method adopted pursuant to this paragraph, and shall make such additional provisions for loan and lease losses that are necessary to maintain the allowance at an adequate level relative to the volume of risk in the Bank's loan portfolio. Thereafter, the Bank's board of directors shall, during the first month of each quarter, reevaluate the allowance for loan and lease losses and make such additional provisions for loan and lease losses that are necessary to maintain the allowance at an adequate level relative to the volume of risk in the Bank's loan portfolio. All such additional provisions for loan and lease losses shall be made in the first month of the calendar quarter in which the deficiency in the allowance is identified, but as of the end of the preceding calendar quarter, and shall be reflected in the Report of Condition and the Report of Income filed in the calendar quarter in which the deficiency is identified with respect to the preceding calendar quarter. The minutes of the board of directors of the Bank shall reflect that such reevaluation has been performed, and documentary proof of the method employed in determining the level of the allowance shall be maintained for future regulatory review.
   (b) All increases in the allowance for loan and lease losses, with the exception of recoveries credited directly to the allowance, shall be accomplished by charges to operating earnings through the provision for loan and lease losses.

[.5] 5. (a) Within 90 days from the effective date of this ORDER, the board of directors of the Bank shall develop and submit to the Regional Director and the Commissioner for review, a business plan covering the next three years that contains a statement of the board's general philosophy and defines the Board's long and short term objectives and strategies as to anticipated activities, asset/liability mix, loan and deposit pricing, and growth. The business plan shall include projections as to growth, capital, deposit sources, and general investment plans.
   (b) Upon receipt of comments from the Regional Director and the Commissioner, the board shall forthwith adopt and implement the business plan. The business plan, as amended from time to time, and its implementation shall be in form and manner acceptable to the Regional Director and the Commissioner.
   (c) The board shall assess, on at least a quarterly basis, the Bank's performance in relation to its business plan, shall determine the cause and implications of any {{5-31-93 p.C-3128}}substantial deviations therefrom, and shall amend the business plan on an ongoing basis as appropriate.

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

       (i) identification of the major areas in, and means by, which the board of directors will seek to improve the Bank's operating performance;
       (ii) realistic and comprehensive budgets;
       (iii) a budget review process to monitor the income and expenses of the Bank to compare actual figures with budgetary projections on not less than a quarterly basis; and
       (iv) a description of the operating assumptions that form the basis for, and adequately support, major projected income and expense components.
   (b) Such written earnings plan and any subsequent modification thereto shall be submitted to the Regional Director and the Commissioner for review and comment. Within 30 days from receipt of all comments from the Regional Director and the Commissioner, the board of directors shall approve the written earnings plan, which approval shall be recorded in the minutes of the meeting of the board of directors of the Bank. Thereafter, the Bank shall follow the written earnings plan and/or any subsequent modification thereto.

   [.7] 7. Within 10 days from the effective date of this ORDER, the Bank shall eliminate from its books, by collection or charge-off, all assets or portions of assets classified "Loss" and 50 percent of all assets or portions of assets classified "Doubtful" by the FDIC as a result of its examination of the Bank as of August 31, 1992, which have not been previously charged off or collected. In addition, and so long as this ORDER remains in effect, the Bank shall, within 30 days from the receipt of any subsequent Report of Examination of the Bank from the FDIC or the Commissioner, eliminate from its books, by collection or charge-off, all assets or portions of assets classified "Loss" and 50 percent of all assets or portions of assets classified "Doubtful" in said Reports of Examination. Elimination of these assets through the use of the proceeds of loans or other extensions of credit made by the Bank does not constitute collection for the purposes of this ORDER.

       [.8] 8. (a) Within 210 days from the effective date of this ORDER, the Bank shall reduce the remaining total of all assets classified "Doubtful" and "Substandard" by the FDIC as a result of its examination of the Bank as of August 31, 1992, to not more than 100 percent of Tier 1 capital plus allowance for loan and lease losses, and, within 360 days from the effective date of this ORDER, the Bank shall reduce the remaining total of such assets to not more than 50 percent of Tier 1 capital plus allowance for loan and lease losses. The requirements of this paragraph 8(a) shall not be construed as a standard for future operations of the Bank.
       (b) As used in this ORDER, the word "reduce" means (1) to collect, (2) to charge off, or (3) to improve the quality of adversely classified assets sufficiently to warrant removing any adverse classification, as determined by the FDIC. Reduction of these assets through the use of the proceeds of loans or other extensions of credit made by the Bank does not constitute collection for the purpose of this ORDER.

   [.9] 9. (a) Immediately upon the effective date of this ORDER, the Bank shall not extend, either directly or indirectly, any new or additional credit (which, for the purposes of this ORDER, shall include the granting of renewals or extensions, or the capitalizing of accrued interest), to or for the benefit of any borrower who is obligated in any manner to the Bank on any extension of credit, or portion thereof, which has been charged off the books of the Bank, in whole or in part, or to any affiliate or related interest of, or other person or entity associated with, any such borrower ("charged-off borrower"), so long as any portion of such extension of credit, whether or not that portion was charged off, remains uncollected. The provisions of this paragraph 9(a) shall not apply to the advance of funds by the Bank for the sole purpose of maintaining or protecting the Bank's real estate collateral for any extension of credit, {{5-31-93 p.C-3129}}up to a maximum amount of $75,000 in the aggregate for all such advances, with respect to each real estate property securing, in whole or in part, all such extensions of credit.
   (b) Immediately upon the effective date of this ORDER, the Bank shall not extend, either directly or indirectly, any new or additional credit to or for the benefit of any borrower who is obligated in any manner to the Bank on any extension of credit that has been adversely classified, in whole or in part, by the FDIC as a result of its examination of the Bank as of August 31, 1992, or as a result of any subsequent examination of the Bank by the FDIC or the New Jersey Department of Banking ("Department"), or to any affiliate or related interest of, or other person or entity associated with, any such borrower ("classified borrower"), so long as such extension of credit remains classified or uncollected. This paragraph 9(b) shall not prohibit the Bank from renewing all or any part of an extension of credit to a classified borrower, after collection in cash of interest due on the entire extension of credit.
   (c) The prohibitions of paragraphs 9(a) and 9(b) shall not apply to any extension of credit to a charged-off or classified borrower, if:
       (i) the Bank's failure to extend further credit to a charged-off or classified borrower would be substantially detrimental to the best interests of the Bank;
       (ii) the extension of credit fully complies with the requirements of the Bank's written lending and collection policies and procedures which have been revised, adopted, and implemented pursuant to paragraph 11 of this ORDER;
       (iii) any extension of credit to a charged-off borrower in connection with any real estate-related financial transaction, as defined in § 323.3(h), regardless of amount, is supported by a current appraisal of worth which at a minimum complies in all respects with the requirements of Part 323 of the FDIC's Rules and Regulations, 12 C.F.R. Part 323;
       (iv) a comparison with the written program adopted pursuant to paragraph 10 of this ORDER shows that the Bank's formal program to eliminate the basis of criticism of said problem asset is not compromised; and,
       (v) prior to extending any credit to a charged-off borrower, or a classified borrower whose outstanding loans or other extensions of credit exceed $75,000 in the aggregate, a majority of the Bank's full board of directors approves the extension of credit and certifies, in writing, the specific reasons why failure to so act would be substantially detrimental to the best interests of the Bank. A copy of the board's certification shall be maintained in the credit file of the charged-off or classified borrower, and shall also be submitted promptly to the Regional Director and the Commissioner.

[.10] 10. (a) Within 30 days from the effective date of this ORDER, the board of directors of the Bank shall adopt and implement a written program with regard to each asset equal to or in excess of $75,000 criticized by the FDIC as a result of its examination of the Bank as of August 31, 1992, so as to eliminate the basis of criticism of each such asset. This program shall include, at a minimum, an assessment of the status of each criticized asset, the proposed action for eliminating the basis of criticism, and the time frame for its accomplishment. Once all such programs are adopted, a copy of the program for each criticized asset which equals or exceeds $75,000 shall be forwarded to the Regional Director and the Commissioner. Furthermore, while this ORDER is in effect, the Bank's board of directors shall, within 30 days following receipt of any Report of Examination of the Bank from the FDIC or the Department, adopt and implement written programs, as specified above, for any assets criticized in said Reports, and forward copies of such programs to the Regional Director and the Commissioner. For the purposes of this ORDER, the term "criticized asset" means any asset or portion thereof (including any unfunded commitment), scheduled as "Special Mention", "Substandard", or "Doubtful" in any Report of Examination of the Bank by the FDIC or the Department.
   (b) The Bank's board of directors shall conduct a review of each program adopted pursuant to paragraph 10(a) of this OR- {{5-31-93 p.C-3130}}DER on at least a monthly basis, to determine:
       (i) the status of each criticized asset;
       (ii) management's adherence to each written program;
       (iii) the status and effectiveness of each written program; and
       (iv) the need to revise each written program and/or take other actions.
The board shall send quarterly progress reports on the status of each criticized asset equal to or exceeding $75,000 to the Regional Director and the Commissioner.

   [.11] 11. Within 90 days from the effective date of this ORDER, the Bank's board of directors shall revise its written lending and collection policies and procedures to provide effective guidance and control over the lending function of the Bank and shall submit said revised policies and procedures to the Regional Director and the Commissioner. At a minimum, said policies and procedures shall include the following:
   (a) Standards for all applications for credit which shall include, at a minimum:

       (i) financial statement requirements;
       (ii) credit analysis requirements;
       (iii) loan purpose statement requirements;
       (iv) identification of repayment sources (primary and secondary);
       (v) realistic repayment plan requirements;
       (vi) collateral requirements; and
       (vii) documentation requirements.
   (b) Effective loan administration, servicing and collection procedures including, at a minimum:
       (i) establishing lending limits for specific officers and loan amounts requiring board of directors approval;
       (ii) establishing appropriate control and periodic review of collateral;
       (iii) setting forth requirements for maintaining current information, including financial data, in credit files;
       (iv) establishing appraisal and inspection standards, and guidelines for performing reappraisals and reinspections which, at a minimum, comply with the requirements of Part 323 of the FDIC's Rules and Regulations, 12 C.F.R. Part 323;
       (v) standardizing follow-up procedures on maturity and delinquent loans;
       (vi) ensuring that delinquencies are accurately reported to the board of directors on a monthly basis;
       (vii) placing loans on nonaccrual status in accordance with the Instructions for the Consolidated Reports of Condition and Income; and
       (viii) recognizing losses in a timely manner.
   (c) A loan review system which will effectively identify, categorize, and report problem credits to the board of directors. Such reports shall, at a minimum, include the following information:
       (i) the overall quality of the loan portfolio;
       (ii) the identification, type and amount of problem loans;
       (iii) the identification and amount of delinquent loans;
       (iv) credit and collateral documentation exceptions; and
       (v) the identification and status of violations of law or regulations.
   (d) A written statement of the authority and responsibilities of the loan committee appointed pursuant to paragraph 12(c) of this ORDER. All references to loans in this ORDER shall be deemed to include all other forms of extensions of credit.
   Upon receipt of written approval or a written statement of nonobjection from the Regional Director, said policies and procedures shall be forthwith adopted and implemented by the Bank's board of directors.

[.12] 12. (a) Within 30 days from the effective date of this ORDER, the board of directors of the Bank shall adopt and implement an internal loan review and grading system for periodically reviewing the Bank's loan portfolio and identifying and categorizing problem credit ("System"). At a minimum, the System shall provide for:

       (i) identifying the overall quality of the loan portfolio;
       (ii) the identification and amount of each delinquent loan;
       (iii) an identification or grouping of loans that warrant the special attention of management;
       (iv) for each loan identified, a statement of the amount and an indication {{5-31-93 p.C-3131}}of the degree of risk that the loan will not be fully repaid according to its terms and the reasons why the particular loan merits special attention;
       (v) an identification of credit and collateral documentation exceptions;
       (vi) the identification and status of each violation of law, rule or regulation;
       (vii) an identification of loans not in conformance with the Bank's lending policy, and exceptions to the Bank's lending policy;
       (viii) an identification of insider loan transactions; and
       (ix) a mechanism for reporting periodically, but in any event not less than quarterly, to the board of directors on the status of each loan identified and the actions taken by operating management.
   (b) A copy of each report submitted to the board, as well as documentation of the actions taken by the Bank to collect or strengthen assets identified as problem credits, shall be kept with the minutes of the board of directors.
   (c) Within 60 days from the effective date of this ORDER, the Bank's board of directors shall establish and appoint a loan committee to review and approve in advance all extensions of credit and/or renewals that, when aggregated with all other extensions of credit to that borrower, either directly or indirectly: (i) exceed or would exceed $75,000, or (ii) $150,000 in the aggregate if that portion of all such extensions of credit and/or renewals which exceeds $75,000 is fully secured by (x) cash, (y) readily marketable collateral having a market value, as determined by reliable and continuously available price quotations, at least equal to the amount of the loan, or (z) first mortgages on 1-to-4 family owneroccupied residential real estate. In no event shall the aggregate total of all such extensions of credit and/or renewals to a borrower which are not approved in advance by the loan committee exceed $150,000. The loan committee shall also review and approve in advance, without regard to dollar amount, all "troubled debt restructurings", as defined in the Federal Financial Institutions Examination Council instruction book for Consolidated Reports of Condition and Income, Reporting Form FFIEC 034 ("Restructurings"). The review shall include financial, income and cash flow information, collateral values and lien information, repayment terms, past performance by the borrower, the purpose of the extension of Restructuring, and whether the extension or Restructuring complies with the Bank's loan policy and applicable laws, rules, and regulations. The loan committee shall meet at least once monthly and shall maintain written minutes which detail the information reviewed by the loan committee, its conclusions, approvals, denials, recommendations, and reasons for the approval of any credit which does not fully comply with the review requirements set forth in this paragraph 12. At least monthly, the loan committee shall submit its written minutes to the board of directors. At least two-thirds of the members of the loan committee shall be directors who are not now, and never have been, involved in the daily operations of the Bank.

   [.13] 13. Within 60 days from the effective date of this ORDER, the Bank shall take all necessary steps to eliminate all deficiencies noted in all assets schedules as "Special Mention" by the FDIC as a result of its examination of the Bank as of August 31, 1992, and within 60 days from the receipt of any subsequent Report of Examination from the FDIC or the Commissioner, the Banks shall take the necessary steps to eliminate all deficiencies noted in all assets scheduled as "Special Mention" in each such Report.

   [.14] 14. While this ORDER is in effect, the Bank shall not declare or pay either directly or indirectly any dividends, whether in cash, stock, or otherwise, on any class of its stock, without the prior written consent of the Regional Director and the Commissioner.

   [.15] 15. Immediately upon the effective date of this ORDER, unless specifically provided otherwise in a written communication from the Regional Director and the Commissioner, the Bank shall: (a) not enter into any agreements with present and/or former officers of the Bank which constitute "golden parachute payments", as {{5-31-93 p.C-3132}}defined in section 18(k)(4) of the Act, 12 U.S.C. § 1828(k)(4); (b) rescind all agreements or portions of agreements with present and/or former officers of the Bank which constitute "golden parachute payments"; (c) cease making any payments to present and/or former officers of the Bank which constitute "golden parachute payments"; and (d) taken whatever legal steps are necessary to obtain reimbursement from all former officers of the Bank of any payments which have already been made to them and which constitute "golden parachute payments".

   [.16] 16. While this ORDER is in effect, the Bank shall not accept, renew, or rollover brokered deposits other than as and to the extent permitted pursuant to section 29 of the Act, 12 U.S.C. § 1813f, as amended, and the FDIC's Rules and Regulations, including section 337.6, 12 C.F.R. § 337.6, as amended and supplemented. For the purposes of this ORDER, the term "brokered deposit" shall have the same meaning as is found in section 337.6(a) of the FDIC's Rules and Regulations, 12 C.F.R. § 337.6(a).

   [.17] 17. Following the effective date of this ORDER, the Bank shall send to its shareholders or otherwise furnish a description of this ORDER (i) in conjunction with the Bank's next shareholder communication, and also (ii) in conjunction with its notice or proxy statement preceding the Bank's next shareholder meeting. The description shall fully describe the ORDER in all material respects. The description and any accompanying communication, statement, or notice shall be sent to the FDIC, Registration and Disclosure Section, Washington, D.C. 20429, for review at least 20 days prior to dissemination to shareholders. Any changes requested to be made by the FDIC shall be made prior to dissemination of the description, communication, notice, or statement.

   [.18] 18. The Bank's board of directors shall appoint a committee composed of at least two directors who are not now and have never been involved in the daily operations of the Bank, and whose composition is acceptable to the Regional Director and the Commissioner (the "Compliance Committee"), to monitor the Bank's compliance with this ORDER. Within 30 days from the effective date of this ORDER, and at monthly intervals thereafter, such Compliance Committee shall prepare and present to the Bank's board of directors a written report of its findings, detailing the form, content, and manner of any action taken to secure compliance with this ORDER and the results thereof, and any recommendations with respect to such compliance. Such progress reports shall be included in the minutes of the meeting of the Bank's board of directors.
   19. By the 30th day after the end of the calendar quarter in which this ORDER is issued, and by the 30th day after the end of every calendar quarter thereafter, the Bank shall furnish written progress reports to the Regional Director and the Commissioner detailing the form, content, and manner of any actions taken to secure compliance with this ORDER, and the results thereof.
   The effective date of this ORDER shall be 10 days from the date of issuance.
   The provisions of this ORDER shall be binding upon the Bank, its successors, assigns, directors, officers, employees, agents, and other institution-affiliated parties.
   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: March 17, 1993.
   Pursuant to delegated authority.

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Last Updated 6/6/2003 legal@fdic.gov