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FDIC Enforcement Decisions and Orders

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   [11,187] In the Matter of DuPage Valley State Bank, Woodridge, III., Docket No. 95-53b (5-31-95).

   Bank ordered to cease and desist from such unsafe and unsound practices as engaging in hazardous lending and lax collection practices; operating with management whose policies and practices are detrimental to the bank and which {{2-29-96 p.C-4038}}jeopardize the safety of its deposits; operating with a board of directors which has failed to provide adequate supervision over and direction to the management of the bank; operating with an excessive level of adversely classified loans, delinquent loans and nonaccrual loans; operating with an inadequate allowance for loans and lease losses; operating with an inadequate level of capital protection; operating with inadequate internal routines and controls; operating with excessive overhead and inadequate net interest margins; and violating laws or regulations. (This order was terminated by order of the FDIC dated 12-29-95. See ¶16,063.)

   [.1] Management Plan
   [.2] Directors—Majority Independent
   [.3] Capital—Tier 1 Capital—Increase/Maintain—Methods
   [.4] Loans—Risk Position—Reduce—Written Plans Required
   [.5] Loan Policy—Written Revision—Minimum Requirements
   [.6] Board of Directors—Loan Review Committee
   [.7] Loans—Extensions of Credit—Existing Borrowers—Curtail
   [.8] Assets—Adversely Classified—Eliminate/Reduce
   [.9] Allowance for Loan and Lease Losses—Establish/Maintain
   [.10] Violations of Law—Eliminate/Correct
   [.11] Dividends—Restricted
   [.12] Profit Plan and Budget—Preparation Required
   [.13] Audit Program—Adopt and Implement
   [.14] Internal Routines and Controls—Correct Deficiencies
   [.15] Affiliated Organizations—Transactions With—Restricted
   [.16] Extensions of Credit—Customers Referred by Affiliates— Reimbursements
   [.17] Bank Assets—Sale and Purchase—Restricted
   [.18] Board of Directors—Review Compliance with Cease and Desist Order
   [.19] Cease and Desist Order—Compliance Reports
   [.20] Shareholders—Disclosure—Cease and Desist Order

In the Matter of

DUPAGE VALLEY STATE BANK
WOODRIDGE, ILLINOIS
(Insured State Nonmember Bank)
ORDER TO CEASE AND DESIST
FDIC-95-53b

   DuPage Valley State Bank, Woodridge, Illinois ("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 or regulation alleged to have been committed by the Bank, and of its right 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 May 12, 1995, 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 consented to the issuance of an ORDER TO CEASE AND DESIST ("ORDER") by the FDIC.
   The FDIC considered the matter and determined that it had reason to believe that the Bank had engaged in unsafe or unsound banking practices and had violated 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, its institution-affiliated parties, as that term {{7-31-95 p.C-4039}}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 collection practices, including, but not limited to the following:

       (1) The failure to obtain proper loan documentation;
       (2) The failure to obtain and maintain collateral;
       (3) The failure to establish and monitor collateral margins of secured borrowers;
       (4) The failure to obtain current and complete financial information;
       (5) The failure to extend credit with adequate diversification of risk;
       (6) The failure to establish and enforce adequate loan repayment schedules; and
       (7) Other poor credit administration practices.
   B. Operating with management whose policies and practices are detrimental to the Bank and which jeopardize the safety of its deposits.
   C. 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.
   D. Operating with an excessive level of adversely classified loans, delinquent loans and nonaccrual loans.
   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 an inadequate level of capital protection for the kind and quality of assets held.
   G. Operating with inadequate internal routines and controls.
   H. Operating with excessive overhead and inadequate net interest margins.
   I. Violating laws or regulations, including:
       (1) The unfavourable features prohibition 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).
       (2) The voting abstention requirement for interested parties as set forth in section 215.4(b)(ii) of Regulation O, 12 C.F.R. § 215.4(b)(ii).
       (3) The requirement for the administration of a program to monitor compliance with the Bank Secrecy Act, 31 U.S.C. §§ 5311-5328 and implementing regulations, 31 C.F.R. Part 103, as set forth in section 326.8(c) of the FDIC Rules and Regulations, 12 C.F.R. § 326.8(c).
   IT IS FURTHER ORDERED, that the Bank, its institution-affiliated parties, and its successors and assigns, take affirmative action as follows:

       [.1] 1. (a) Within 30 days from the effective date of this ORDER, the Bank shall retain a bank consultant acceptable to the Regional Director of the Chicago Regional Office of the FDIC ("Regional Director") and to the Commissioner of Banks and Trust Companies for the State of Illinois ("Commissioner"). The consultant shall develop a written analysis and assessment of the Bank's management and staffing needs ("Management Plan") for the purpose of providing qualified management for the Bank. The Management Plan shall be developed within 120 days from the effective date of this ORDER. 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;
         (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 to 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) Upon completion or receipt of the
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      Management Plan by the Bank, whether in final or draft form, the Management Plan and any subsequent modification thereto shall be submitted to the Regional Director and Commissioner for review and comment. Within 30 days from the receipt of any comment from the Regional Director and Commissioner, the Bank shall approve the Management Plan or any subsequent modifications, including any changes recommended by the Regional Director and Commissioner, which approval shall be recorded in the minutes of a board of directors' meeting. Thereafter, the Bank, its directors, officers, and employees shall implement and follow the Management Plan and/or any subsequent modification.
         (c) During the life of this ORDER, the Bank shall notify the Regional Director and the Commissioner in writing of any changes in 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.

   [.2] 2. Within 120 days from the effective date of this ORDER, a majority of the board of directors shall be independent. 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 or any of its affiliated organizations; (b) who does not own more than 5 percent of the outstanding shares of the Bank or any of its affiliated organizations; (c) who is not related by blood or marriage to an officer of or director of the Bank or any of its affiliated organizations or to any shareholder owning more than 5 percent of the outstanding shares of the Bank or any of its affiliated organizations, 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 or any of its affiliated organizations 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 ("ALLL"). 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. For purposes of this paragraph, "affiliated organizations" shall have the meaning ascribed to "affiliate" pursuant to section 23A(b)(1) of the Federal Reserve Act, 12 U.S.C. § 371c(b)(1).

   [.3] 3. Within 30 days from the last day of each calendar quarter following the effective date of this ORDER, the Bank shall determine from its Report of Condition and Income its level of Tier 1 capital as a percentage of its total assets ("capital ratio") for the calendar quarter. If the capital ratio is less than 9 percent, the Bank shall, within 60 days of the date of the required determination, increase its capital ratio to not less than 9 percent calculated as 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.

       (c) Any such increase in Tier 1 capital may be accomplished by the following:
         (i) The sale of common stock and noncumulative perpetual preferred stock constituting Tier 1 capital under Part 325; or
         (ii) The elimination of all or part of the assets classified "Loss" in the FDIC's Report of Examination as of September 26, 1994 ("FDIC's Report") or the Office of the Commissioner of Banks and Trust Companies for the State of Illinois' Report as of November 30, 1994 ("State's Report") 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;
         (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;
         (v) Any other means acceptable
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      to the Regional Director and Commissioner; or
         (vi) Any combination of the above means.
       (d) If all or part of the increase in capital required by this paragraph is to be accomplished by the sale of 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.
       (e) In complying with the provisions of paragraph 3(d) 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.
       (f) 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.

       [.4] 4. (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 $50,000 which is classified "Substandard" or "Doubtful" in the FDIC's Report or the State's Report. Upon its completion, a copy of the written plan shall be submitted to the Regional Director and Commissioner for review and comment. In developing such a plan, the Bank shall, at a minimum:
         (i) Review the financial position of each such borrower, including the 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 is not limited to, the following:
         (i) Dollar levels to which the Bank shall reduce each asset within 6 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 or the Commissioner.

       [.5] 5. (a) Within 90 days from the effective date of this ORDER, and 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 additional loan deterioration. Upon their completion, the revised written loan policy and any subsequent modifications shall be submitted to the Regional Director and Commissioner 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 to ensure that all lending personnel are adhering to established lending procedures and that the directorate is receiving timely and fully
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      documented reports on loan activity, including any deviations from established policy;
         (ii) Requiring that all extensions of credit originated or renewed by the Bank 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. Credit information and collateral documentation 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;
         (iii) Requiring loan committee review and monitoring of the status of repayment and collection of overdue and maturing loans, as well as those loans which were classified "Substandard" or "Doubtful" in the FDIC's Report and any subsequent FDIC or State Report.
         (iv) Requiring the establishment and maintenance of a loan grading system and internal loan watch list;
         (v) Prohibiting the capitalization of interest or loan related expenses unless the board of directors providers, in writing, a detailed explanation of the reasons why said deviation is in the best interest of the Bank;
         (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) Requiring a nonaccrual policy in accordance with the Federal Financial Institutions Examination Council's Instructions for the Consolidated Reports of Condition and Income;
         (viii) Requiring accurate reporting of past due loans to the loan committee on at least a monthly basis;
         (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 requirement that the source of the valuations be identified and which require that such collateral valuations shall be completed prior to the disbursement of loans proceeds and be performed on a periodic basis over the term of the loan;
         (xii) Establishing standards for the institution of collection efforts by the loan officer or legal counsel, and procedures to ensure timely recognition of loss through charge-off, where appropriate; and
         (xiii) Requiring that collateral appraisals be completed prior to the making of secured extensions of credit. In addition, periodic collateral valuations shall be performed for all secured "problem loans."
       (c) Within 30 days from the receipt of any comments from the Regional Director and Commissioner and after consideration of any comments, the board of directors shall approve the written loan policy and any subsequent modification thereto, which approvals shall be recorded in the minutes of a board of directors' meeting. Thereafter, the board of directors shall implement the written loan policy and any subsequent modifications and ensure compliance therewith.

       [.6] 6. (a) Upon the effective date of this ORDER, the Bank's loan committee shall meet at least twice monthly. The loan committee shall consist of at least 5 members, a majority of whom are "independent" as that term is defined in paragraph 2 of this ORDER.
       (b) At a minimum, the loan committee shall perform the following functions:
         (i) Evaluate, grant, and provide prior written approval for any extension of credit, renewal or disbursement which exceeds $10,000, or which, when aggregated with all other extensions of credit to a person and the related interests of that person exceeds $10,000, excluding loans to individuals for household, family or other personal expenditures.
         (ii) Review and monitor the repayment and collection status of overdue and maturing loans, as well as all other loans listed as "Special Mention" or
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      that were classified "Substandard" or "Doubtful" in the FDIC's Report and any subsequent FDIC or State Report, or that are included on the Bank's internal watch list.
         (iii) Review all applications for new loans and renewals of existing loans to Bank directors, executive officers and their related interests for conformance with the Bank's loan policy and all applicable laws and regulations.
         (iv) Maintain written minutes of the loan committee meetings which shall include a record of the review and status of the aforementioned loans. Such minutes shall be recorded and maintained by an independent director. Any deviation from the Bank's loan policy shall be noted in loan committee minutes and shall include a detailed explanation of the reasons why the exception is in the best interest of the Bank.
       [.7] 7. (a) 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 or classified "Loss" so long as such credit remains uncollected.
       (b) 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 whose loan or other credit has been classified "Substandard," "Doubtful" or is listed for Special Mention and is uncollected, unless the loan committee has adopted, prior to such extension of credit, a detailed written explanation of the reasons why such extension of credit is in the best interest of the Bank. This statement shall be incorporated into the applicable loan committee minutes.

   [.8] 8. 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" in the FDIC's Report and in any subsequent FDIC or State Report that have not been previously collected or charged off. Any such charged-off asset shall not be rebooked without the prior written consent of the Regional Director and Commissioner. 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.

       [.9] 9. (a) Within 10 days from the effective date of this ORDER, the Bank shall replenish its ALLL by an expense entry in the amount equal to those loans required to be charged off by this ORDER.
       (b) Within 30 days from the effective date of this ORDER, the Bank shall make an additional provision 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" or "Doubtful" and all other loans and leases in its portfolio. In making this determination, the board of directors shall consider the Bank's loss experience with comparable loans and leases, the current and prospective financial condition of the borrowers, and economic conditions associated with the environment in which the borrowers operate.
       (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 September 26, 1994, shall be amended and refiled if they do not reflect a provision 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 subparagraphs 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 ALLL provided.

       [.10] 10. (a) Within 30 days from the effective date of this ORDER, the Bank shall eliminate and/or correct all violations of law or regulation listed on pages 8.14 and 8.15 of the FDIC's Report and which appear in the State's Report.
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       (b) Within 30 days from the effective date of this ORDER, the Bank shall implement procedures to ensure future compliance with all applicable laws and regulations.

   [.11] 11. As of the effective date of this ORDER, the Bank shall not declare or pay any cash dividend without the prior written consent of the Regional Director and Commissioner.

       [.12] 12. (a) Within 90 days from the effective date of this ORDER, the Bank shall formulate, adopt and implement a written profit plan and a realistic, comprehensive budget for all categories of income and expense for calendar year 1995. 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 net interest income, and shall contain a description of the operating assumptions that form the basis for major projected income and expense components. Upon its completion, a copy of the plan shall be submitted to the Regional Director and Commissioner for review and comment.
       (b) Prior to 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) In addition to its initial submission, the written profit plan and budget required by this ORDER shall be prepared and submitted to the Regional Director and Commissioner for review and comment 30 days prior to the end of each calendar year for which this ORDER is in effect. Within 30 days of receipt of all such comments from the Regional Director and Commissioner, and after consideration of all such comments, the board of directors shall approve the plan, which approval shall be recorded in the minutes of a board of directors' meeting. Thereafter, the board of directors shall implement the plan and ensure compliance therewith.

   [.13] 13. Within 120 days from the effective date of this ORDER, the Bank's board of directors shall adopt and implement a comprehensive written audit program. The Bank shall thereafter implement and enforce an effective system of internal and external audits. The internal auditor shall make written monthly reports of audit findings directly to the Bank's board of directors. The minutes of the meetings of the board of directors shall reflect consideration of these reports and describe any action taken as a result thereof. Upon its completion, a copy of the audit program should be submitted to the Regional Director and Commissioner.

   [.14] 14. Within 90 days from the effective date of this ORDER, the Bank shall correct the deficiencies in internal routines and controls which are listed on pages 8b.1 through 8b.3 of the FDIC's Report and in any subsequent FDIC or State Report. Additionally, policies and procedures shall be established to prevent the recurrence of any deficiency so noted.

       [.15] 15. (a) As of the effective date of this ORDER, the Bank shall not pay, remit, disburse, deliver, advance, transfer or otherwise convey or cause to be paid, remitted, disbursed, delivered, advanced, transferred or otherwise conveyed on behalf of the Bank or any Bank customer any monies, either directly or indirectly, and whether representing fees, commissions, bonuses, remuneration, contractual shares, partnership interests, assignments or a satisfaction of debt or judgment, to any Bank affiliate or for the benefit of any Bank affiliate, without the prior written consent of the Regional Director and Commissioner. For purposes of this paragraph, "affiliate" shall have the meaning ascribed to it pursuant to section 23A(b)(1), 12 U.S.C. § 371c(b)(1).
       (b) As of the effective date of this ORDER, the Bank shall not accept, receive, house, purchase, participate or otherwise book any extension of credit which is referred, recommended, originated, endorsed, initiated, placed or otherwise introduced to the Bank, directly or indirectly, by any Bank affiliate or by any officer, director, shareholder, principal or partner of a Bank affiliate, whether in an agency, representative, personal or individual capacity, other than as an employee of the Bank. This prohibition shall include, but is not limited to, any extension of credit, whether direct or in the form of a participation, which if made, would accommodate, facilitate, assist, advance, sustain, enable, quality, make possible or otherwise
{{7-31-95 p.C-4045}}
    enhance the prospect for the packaging, brokering, or placing of an extension of credit or securing of other financing by a Bank affiliate, whether or not consummated.
       (c) As of the effective date of this ORDER, the Bank shall not accept, receive, house, purchase, participate or otherwise book any extension of credit on behalf of any customer for whom any Bank affiliate has been contacted, approached or retained by or on behalf of that customer, either directly or indirectly, for the purpose of packaging, brokering or placing an extension of credit or otherwise securing financing on behalf of that customer. This prohibition shall apply irrespective of the status of the customer's arrangement with the Bank affiliate; any time periods separating the customer's transactions with the Bank and the Bank affiliate; and any distinction in the amounts, collateral or purposes of the Bank and Bank affiliate extensions of credit.
       (d) As of the effective date of this ORDER, the Bank shall not renew any extension of credit subject to subparagraphs 15(b) and 15(c) above, except with the prior and unanimous written approval of the entire board of directors. The minutes of the board of directors' meeting at which any such renewal is approved shall contain a detailed explanation of the reasons why the renewal is in the best interest of the Bank.

       [.16] 16. (a) Within 75 days from the effective date of this ORDER, the Bank shall conduct and complete a file search which identifies all extensions of credit, whether outstanding or terminated; booked or unbooked; and whether made directly or in the form of a participation with another institution, on behalf of any customer referred, recommended, originated, endorsed, initiated, placed or otherwise introduced to the Bank, directly or indirectly, by any Bank affiliate or by any officer, director, shareholder, principal or partner of a Bank affiliate, whether in an agency, representative, personal or individual capacity. This file search shall include all extensions of credit from the date the Bank commenced business to the present, whether or not the Bank paid, remitted, disbursed, delivered, advanced, transferred or otherwise conveyed any monies to or on behalf of any Bank affiliate, either directly or indirectly, arising from said transaction or in conjunction with another extension of credit to that customer. This file search also shall include, but is not limited to, any extension of credit, whether direct or in the form of a participation, which directly or indirectly, accommodated, facilitated, assisted, advanced, sustained, enabled, qualified or otherwise made possible or enhanced the prospect for the packaging, brokering or placement of an extension of credit or securing of other financing by a Bank affiliate, whether or not consummated.
       (b) Within 75 days from the effective date of this ORDER, the Bank shall provide the Regional Director and Commissioner with a written accounting of its file search which shall include, but is not limited to, the name and last known address and telephone number of all identified Bank customers; the original amount, purpose and loan history of the extension of credit, including its status and repayment sources; the amount of any monies transferred by the Bank to any Bank affiliate or to any officer, director, shareholder, principal or partner of a Bank affiliate, whether in an agency, representative or personal capacity arising from that transaction or in conjunction with any other extension of credit by the Bank to that customer with which the Bank affiliate had any contact; the name(s) of the officer, director, shareholder, principal, partner, agent or other representative of the Bank affiliate responsible for referring or otherwise introducing the customer or extension of credit to the Bank; the name(s) of the officer, director, shareholder, principal, partner, agent or other representative of the Bank responsible for the Bank's booking of the extension of credit; the date of any loan committee or board of directors approval of the extension of credit; and the date, amount, purpose, status and repayment sources of any other Bank extensions of credit to or on behalf of that customer.
       (c) Within 95 days from the effective date of this ORDER, the Bank shall have obtained reimbursement from any Bank affiliate or from any officer, director, shareholder, principal or partner of any Bank affiliate all sums which the Bank paid, remitted, disbursed, delivered, advanced, transferred or otherwise conveyed, directly
{{8-31-97p.C-4046}}
    or indirectly, to the Bank affiliate or to any officer, director, shareholder, principal or partner of any Bank affiliate, whether in an agency, representative, personal or individual capacity, in conjunction with any extension of credit identified in the Bank's file search. This reimbursement shall include interest calculated at the current Federal funds rate provided that rate is not less than 5 percent.

   [.17] 17. Upon the effective date of this ORDER, neither the Bank nor any of its institution-affiliated parties shall sell, transfer, pledge or otherwise permit the purchase and assumption of any Bank asset, other than in the ordinary course of business, without the prior written consent of the Regional Director and the Commissioner.

       [.18] 18. (a) Within 30 days from the effective date of this ORDER, the Bank's board of directors shall develop, adopt and implement a program that will provide for monitoring of the Bank's compliance with this ORDER.
       (b) Following the required date of compliance with subparagraph (a) above, the Bank's board of directors shall review the Bank's compliance with this ORDER and record its review in the minutes of each regularly scheduled monthly board of directors' meeting.

   [.19] 19. Within 30 days of the end of each calendar quarter following the effective date of this ORDER, the Bank shall furnish to the Regional Director and Commissioner 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 and Commissioner have, in writing, released the Bank from making further reports.

   [.20] 20. Following the effective date of this ORDER, the Bank shall send to its shareholders or otherwise furnish a description of this ORDER: (1) in conjunction with the Bank's next shareholder communication; and (2) in conjunction with its notice or proxy statement preceding the Bank's next shareholder meeting. The description shall fully describe the ORDER in all material respects. The description and any accompanying communication, 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.
   The effective date of this ORDER shall be July 7, 1995.
   The provisions of this ORDER shall be binding upon the Bank, its 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: May 31, 1995.
   Pursuant to delegated authority.

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