Federal Deposit
Insurance Corporation

[¶12,461] In the Matter of Wilcox County State Bank, Abbeville, Georgia, Docket No. 05-120b (9-20-05).

A cease and desist order was issued, based on findings by the FDIC that it had reason to believe that respondent was engaged in unsafe and unsound practices.

[.1] Management—Qualifications Specified

[.2] Board of Directors—Increased Participation in Bank Affairs Required

[.3] Loan Loss Reserve—Establishment of or Increase in Required

[.4] Loan Policy—Preparation or Revision of Policy Required

[.5] Assets—Charge-off or Collection

[.6] Assets—Adversely Classified Assets—Reduction Required

[.7] Assets—Problem Assets—Individual Written Plans Required

[.8] Assets—Extensions of Credit—To Borrowers with Existing Adversely Classified Credits

[.9] Dividends—Dividends Restricted

[.10] Budget Plan—Preparation Required

[.11] Strategic Plan—Preparation of Required

[.12] Violations of Law—Corrections of Violations Required

[.13] Bank Secrecy Act—Compliance—Written Plan Required

[.14] Information Technology Plan—Audit Required

[.15] Shareholders—Disclosure of Cease and Desist Order Required

[.16] Compliance Program—Written Compliance Plan Required

[.17] Progress Report—Written Report Required

In the Matter of
WILCOX COUNTY STATE BANK
ABBEVILLE, GEORGIA
(Insured State Nonmember Bank)
ORDER TO CEASE AND DESIST

FDIC-05-120b

WILCOX COUNTY STATE BANK, ABBEVILLE, GEORGIA (the "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)(1) of the Federal Deposit Insurance Act ("Act"), 12 U.S.C. §1818(b)(1), and the Official Code of Georgia Annotated §7-1-91, and having waived those rights, entered into a STIPULATION AND CONSENT TO THE ISSUANCE OF AN ORDER TO CEASE AND DESIST ("CONSENT AGREEMENT") with a representative of the Legal Division of the Federal Deposit Insurance Corporation ("FDIC") and the Commissioner for the State of Georgia, Department of Banking and Finance (the "Commissioner"), dated August 24, 2005, whereby, solely for the purpose of this proceeding and without admitting or denying the alleged charges of unsafe or unsound banking practices and violations of law and/or regulations, the Bank consented to the issuance of an ORDER TO CEASE AND DESIST ("ORDER") by the FDIC and the Commissioner.

The FDIC and the Commissioner considered the matter and determined that they had reason to believe that the Bank had engaged in unsafe or unsound banking practices and had committed violations of law and/or regulations. The FDIC and the Commissioner, therefore, accepted the CONSENT AGREEMENT and issued the following:

ORDER TO CEASE AND DESIST
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IT IS HEREBY ORDERED, that the Bank, its institution-affiliated parties, as such term is defined in section 3(u) of the Act, 12 U.S.C. §1813(u), and its successors and assigns cease and desist from the following unsafe and unsound banking practices and violations of law and/or regulation:

1) operating with management whose policies and practices are detrimental to the Bank and jeopardize the safety of its deposits;

2) operating without effective board of directors' ("Board") oversight;

3) operating with an inadequate allowance for loan and lease losses ("ALLL") for the volume, kind, and quality of loans held;

4) operating with hazardous lending and lax collection practices, including but not limited to:

a) lack of an adequate loan review process; and

b) excessive documentation exceptions;

5) operating with a large volume of poor quality assets including an excessive level of adversely classified loans;

6) operating in a manner as to produce operating losses, including but not limited to:

a) operating without an adequate budget;

b) operating without an adequate strategic plan covering Bank operations;

7) violating law, regulations, standards, statements of policy, and/or guidelines as identified on pages 13 through 16 of the FDIC Report of Examination of the Bank dated March 30, 2005 ("Report");

8) operating without an adequate program to ensure compliance with the Bank Secrecy Act, 31 U.S.C. §5311 et. seq., and its implementing regulations at 12 C.F.R. Part 326 and 31 C.F.R. Part 103, (collectively referred to herein as the Bank Secrecy Act ("BSA")); and

9) operating the Bank without an adequate information technology ("IT") program as identified in the IT examination report dated March 31, 2005 ("IT Examination Report").

IT IS FURTHER ORDERED, that the Bank, its institution-affiliated parties, and its successors and assigns, take affirmative action as follows:

[.1] 1) MANAGEMENT

a) Within one hundred twenty (120) days from the effective date of this ORDER, the Bank shall have and retain qualified management with the qualifications and experience commensurate with assigned duties and responsibilities at the Bank. Each member of management shall be provided appropriate written authority from the Board to implement the provisions of this ORDER. At a minimum, management shall include the following:

i) a chief executive officer with proven ability in managing a bank of comparable size and in effectively implementing lending and operating policies in accordance with sound banking practices;

ii) a senior lending officer with a significant amount of appropriate lending, collection, and loan supervision experience, and experience in upgrading a low quality loan portfolio; and

iii) a chief financial officer with a significant amount of appropriate experience in managing the operations of a bank of similar size and complexity in accordance with sound banking practices.

b) 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 and sound manner;

iii) comply with applicable laws and regulations; and

iv) restore all aspects of the Bank to a safe and sound condition.

c) Within sixty (60) days from the effective date of this ORDER, the Bank shall develop and approve 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 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) written evaluations of all Bank officers, and in particular the chief executive officer, chief lending officer, and the chief financial officer, to determine whether these individuals possess the ability, experience and other qualifications required

to perform present and anticipated duties, including, but not limited to, adherence to the Bank's established policies and practices, and restoration and maintenance of the Bank in a safe and sound condition;

iv) written job descriptions for executive officers and members of senior management, including the chairman of the Board, chief executive officer, chief financial officer, and senior lending officer, setting forth the duties and responsibilities of each position including lending, investment, or other authority;

v) 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 consistent with the needs identified in the Management Plan; and

vi) an organizational chart.

d) The written Management Plan and any subsequent modification thereto shall be submitted to the Regional Director of the FDIC's Atlanta Regional Office ("Regional Director") and the Commissioner (collectively, "Supervisory Authorities") for review and comment. No more than thirty (30) days from the receipt of any comment from the Supervisory Authorities, and after consideration of such comment, the Board shall approve the written Management Plan and/or any subsequent modification.

e) During the life of this ORDER, the Bank shall notify the Supervisory Authorities in writing, of the resignation or termination of any of the Bank's directors or senior executive officers. Prior to the addition of any individual to the Board or the employment of any individual as a senior executive officer, the Bank shall comply with the requirements of Section 32 of the Act, 12 U.S.C. §1831(i), and Subpart F of Part 303 of the FDIC's Regulations, 12 C.F.R. §§ 303.100–303.104 and any State requirement for prior notification and approval. The notification should include a description of the background and experience of the individual to be added or employed and must be received at least thirty (30) days before such addition or employment is intended to become effective. The Bank may not add any individual to its Board or employ any individual as a senior executive officer unless the Commissioner provides written approval of such individual and the Regional Director does not issue a notice of disapproval pursuant to section 32 of the Act, 12 U.S.C. §1831i.

[.2] 2) BOARD OF DIRECTORS

a) Beginning with the effective date of this ORDER, the Board shall increase its participation in the affairs of the Bank, assuming full responsibility for the approval of sound policies and objectives and for the supervision of all of the Bank's activities, consistent with the role and expertise commonly expected for directors of banks of comparable size and in comparable locales. This participation shall include meetings to be held no less frequently than monthly at which, at a minimum, the following areas shall be reviewed and approved: reports of income and expenses; new, overdue, renewal, insider, charged-off, and recovered loans; investment activity; operating policies; and individual committee actions. Board minutes shall fully document these reviews and approvals, including the names of any dissenting directors.

b) Within sixty (60) days from the effective date of this ORDER, the Bank shall designate a directors' committee to review and approve loans, with such committee being structured so that a majority of its members are persons who are not actively involved in the Bank's lending activities.

c) Within thirty (30) days from the effective date of this ORDER, the Board shall develop and adopt an educational program for the periodic training of each member of the Board. The educational program shall include, at a minimum:

i) specific training in the areas of lending, operations, and compliance with laws and regulations applicable to banks chartered in the state of Georgia;

ii) specific training in the duties and responsibilities of the Board in connection with the safe and sound operation of the Bank.

d) The Board shall document the training activities in the minutes of the Board meeting following completion of the training. The Board's actions as required by this paragraph shall be satisfactory to the Supervisory Authorities as determined at subsequent examinations and/or visitations.

[.3] 3) ALLOWANCE FOR LOAN AND LEASE LOSSES

Within thirty (30) days from the effective date of this ORDER, the Board shall review the adequacy of the ALLL and establish a comprehensive policy for determining the
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adequacy of the ALLL. For the purpose of this determination, the adequacy of the ALLL shall be determined after the charge-off of all loans or other items classified "Loss". The policy shall provide for a review of the ALLL at least once each calendar quarter. Said review should be completed in order that the findings of the Board with respect to the ALLL may be properly reported in the quarterly Reports of Condition and Income. 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 of significant credits, concentrations of credit, and present and prospective economic conditions, and may include such other factors as the Board deems relevant. A deficiency in the ALLL shall be remedied in the calendar quarter it is discovered, prior to submitting the Reports of Condition and Income, by a charge to current operating earnings. The minutes of the Board meeting at which such review is undertaken shall indicate the results of the review. The Bank's policy for determining the adequacy of the ALLL and its implementation shall be satisfactory to the Supervisory Authorities as determined at subsequent examinations and/or visitations.

[.4] 4) LENDING AND COLLECTION POLICIES

Within sixty (60) days from the effective date of this ORDER, the Bank shall revise, adopt and implement sufficient lending and collection policies to provide effective guidance and control over the Bank's lending function. At a minimum, the Bank shall ensure that all items of criticism enumerated on pages 3 through 6, 15, and 19 through 33 in the Report are sufficiently addressed, including, but not limited to, the criticisms related to granting renewals, granting payment extensions, managing delinquencies, establishing lending terms and collateral requirements, placing loans in nonaccrual status, maintaining adequate loan documentation, and loan approval processes. Such policies and their implementation shall be in a form and manner acceptable to the Supervisory Authorities as determined at subsequent examinations and/or visitations.

a) Internal Loan Review

Within sixty (60) days from the effective date of this ORDER, the Bank shall review, revise, adopt and implement an effective internal loan review and grading system to provide for the periodic review of the Bank's loan portfolio in order to identify and categorize the Bank's loans, and other extensions of credit which are carried on the Bank's books as loans, on the basis of credit quality. The loan review may be performed by a person not otherwise regularly employed by the Bank but who is specially retained for such a purpose, provided the individual is, by training, education, background, and experience, qualified to perform such review. Such system and its implementation shall address all items of criticism enumerated on page 5 of the Report and shall be satisfactory to the Supervisory Authorities as determined at their initial review and at subsequent examinations and/or visitations.

b) Documentation Exceptions

Within sixty (60) days from the effective date of this ORDER, the Bank shall implement procedures to correct documentation exceptions on loans listed in the schedule of Assets with Credit Data or Collateral Documentation Exceptions on pages 31 through 33 of the Report and to prevent future credit data and/or collateral documentation exceptions. Such procedures and their implementation shall be acceptable to the Supervisory Authorities as determined at subsequent examinations and/or visitations.

[.5] 5) CHARGE-OFF

a) Within ten (10) days from 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" and fifty (50) percent of all assets or portions of assets classified "Doubtful" in the Report that have not been previously collected or charged-off. (If an asset classified "Doubtful" is a loan, the Bank may, in the alternative, increase its ALLL by an amount equal to fifty (50) percent of the loans classified "Doubtful.") Elimination of these assets through proceeds of other loans made by the Bank is not considered collection for purposes of this paragraph.

b) Additionally, while this ORDER remains in effect, the Bank shall, within thirty (30) days from the receipt of any official Report of Examination of the Bank from the FDIC or the Commissioner, eliminate from its books, by collection, charge-off, or other
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proper entries, the remaining balance of any asset classified as "Loss" and fifty (50) percent of those classified as "Doubtful" unless otherwise approved in writing by the Supervisory Authorities.

[.6] 6) REDUCTION OF CLASSIFIED ASSETS

a) Within six (6) months from the effective date of this ORDER, the Bank shall have reduced the assets classified "Substandard" and those assets classified "Doubtful" in the Report that have not previously been charged off to not more than $2,100.000.

b) Within fifteen (15) months from the effective date of this ORDER, the Bank shall have reduced the assets classified "Substandard" and those assets classified "Doubtful" in the Report that have not previously been charged off to not more than $1,400.000.

c) Within twenty-one (21) months from the effective date of this ORDER, the Bank shall have reduced the assets classified "Substandard" and those assets classified "Doubtful" in the Report that have not previously been charged off to not more than $750,000.

d) The requirements of subparagraphs 6a, 6b, and 6c of this ORDER are not to be construed as standards for future operations and, in addition to the foregoing, the Bank shall eventually reduce the total of all adversely classified assets. Reduction of these assets through proceeds of other loans made by the Bank is not considered collection for the purpose of this paragraph. As used in subparagraphs 6a, 6b, and 6c the word "reduce" means:

i) to collect;

ii) to charge-off; or

iii) to sufficiently improve the quality of assets adversely classified to warrant removing any adverse classification, as determined by the Supervisory Authorities.

[.7] 7) PLANS FOR REDUCING/IMPROVING CLASSIFIED ASSETS

Within sixty (60) days of the effective date of this ORDER, the Bank shall submit to the Supervisory Authorities specific plans and proposals to effect the reduction and/or improvement of any lines of credit which are adversely classified by the Supervisory Authorities as of the date of the Report and which aggregate $75,000 or more as of that date. Such plans shall thereafter be monitored and progress reports thereon resubmitted by the Bank at ninety (90) day intervals concurrently with the other reporting requirements set forth in Paragraph 15 of this ORDER.

[.8] 8) NO ADDITIONAL CREDIT

a) Beginning with 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 has a loan or other extension of credit from the Bank that has been charged off or classified, in whole or in part, "Loss" or "Doubtful" and is uncollected. The requirements of this paragraph shall not prohibit the Bank from renewing (after collection in cash of interest due from the borrower) any credit already extended to any borrower.

b) Additionally, during the life of this ORDER, the Bank shall not extend, directly or indirectly, additional credit to, or for the benefit of, any borrower who has a loan or other extension of credit from the Bank that has been classified, in whole or part, "Substandard" and is uncollected.

c) Paragraph 8b shall not apply if the Bank's failure to extend further credit to a particular borrower would be detrimental to the best interests of the Bank. Prior to the extending of any additional credit pursuant to this paragraph, either in the form of a renewal, extension, or further advance of funds, such additional credit shall be approved by a majority of the Board, or a designated committee thereof, who shall certify, in writing:

i) why the failure of the Bank to extend such credit would be detrimental to the best interests of the Bank;

ii) that the Bank's position would be improved thereby; and

iii) how the Bank's position would be improved.

The signed certification shall be made a part of the minutes of the Board or designated committee, and a copy of the signed certification shall be retained in the borrower's credit file.

9) BANK OPERATIONS

The Bank shall take the following actions concerning Bank operations:

[.9] a) Cash Dividends

The Bank shall not pay cash dividends without the prior written consent of the Supervisory Authorities.
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[.10] b) Budget

i) Within sixty (60) days from the effective date of this ORDER, the Bank shall formulate and fully implement a written plan to improve earnings. This plan shall be forwarded to the Supervisory Authorities for review and comment and shall address, and at a minimum include, goals and strategies for improving and sustaining the earnings of the Bank, including:

(1) an identification of the major areas in, and means by which, the Board will seek to improve the Bank's operating performance;

(2) realistic and comprehensive budgets;

(3) a budget review process to monitor the income and expenses of the Bank to compare the actual figures with budgetary projection;

(4) a description of the operating assumptions that form the basis for, and adequately support, major projected income and expense components; and

(5) coordination of the Bank's loan, investment, and operating policies, and budget and profit planning, with the Bank's funds management policy.

ii) Following the end of each calendar quarter, the Board shall evaluate the Bank's actual performance in relation to the plan required by this paragraph and shall record the results of the evaluation, and any actions taken by the Bank, in the minutes of a Board meeting at which such an evaluation is undertaken.

[.11] c) Strategic Plan

Within sixty (60) days from the effective date of this ORDER, the Bank shall prepare and submit to the Supervisory Authorities a written strategic plan covering the overall operation of the Bank. The plan shall be in a form and manner acceptable to the Supervisory Authorities as determined at subsequent examinations and/or visitations.

[.12] 10) VIOLATIONS OF LAW

Within sixty (60) days from the effective date of this ORDER, the Bank shall eliminate and/or correct, or document its best efforts to eliminate and/or correct all violations of law, regulations, and statements of policy which are more fully set out on pages 13 through 16 of the Report. In addition, the Bank shall take all necessary steps to ensure future compliance with all applicable laws and regulations.

[.13] 11) BANK SECRECY ACT

a) Within sixty (60) days from the effective date of this ORDER, the Bank shall develop, adopt and implement a written compliance plan ("Compliance Plan") as required by the applicable provisions of the BSA. The Bank shall submit the Compliance Plan to the Supervisory Authorities for review and comment. Upon receipt of the Supervisory Authorities' comments, if any, the Board shall review and approve the Compliance Plan. After the Board has approved the Compliance Plan, the review and approval shall be recorded in the minutes of the Board. Thereafter, the Bank shall implement the Compliance Plan. At a minimum, the Compliance Plan shall:

i) establish a system of internal controls, including policies and procedures to detect and monitor all transactions to ensure compliance with the BSA;

ii) provide for independent testing for the Bank's compliance with the BSA;

iii) require an appropriate training program for the Bank to assure that appropriate personnel are regularly trained to comply with the BSA; and

iv) designate a senior Bank official responsible for coordinating and monitoring day-to-day compliance with the BSA.

b) Within sixty (60) days from the effective date of this Order, the Bank shall develop, adopt, and implement a written customer identification program ("CIP"), appropriate for the Bank's size and type of business, consistent with the requirements of the BSA and which addresses the criticisms enumerated on page 13 of the Report. The Bank shall submit the CIP to the Supervisory Authorities for review and comment. Upon receipt of the Supervisory Authorities' comments, if any, the Board shall review and approve the CIP. After the Board has approved the CIP, the review and approval shall be recorded in the minutes of the Board. Thereafter, the Bank shall implement the CIP.

c) Within sixty (60) days from the effective date of this Order, the Bank shall take all necessary steps, consistent with sound banking practices, to eliminate or correct all
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violations of the BSA, as described on pages 13 through 15 of the Report.

d) Within thirty (30) days from the effective date of this ORDER, the Board shall establish a Board committee to oversee the Bank's compliance with the BSA. Such Board committee shall receive from Bank management monthly reports regarding the Bank's actions with respect to the Compliance Plan described above. Such Board committee shall present a report regarding the Bank's adherence to the Compliance Plan to the Board at each regularly scheduled Board meeting. Such report shall be recorded in appropriate minutes of the Board's meeting and shall be retained in the Bank's records.

[.14] 12) INFORMATION TECHNOLOGY

a) Within ninety (90) days from the effective date of this Order, the Bank shall develop and implement an IT audit program that provides comprehensive and continuous audit coverage, the scope of which shall be based on a comprehensive risk assessment. The audit program shall include coverage of the areas recommended in the Federal Financial Institutions Examination Council's IT Examination Handbook of Audit dated August 2003, and be performed by an auditor with experience and expertise in IT. Audit reports shall be presented to the Board for review with the review noted in the Board minutes.

b) Within one hundred twenty (120) days from the effective date of this Order, the Bank shall develop an information security program that meets the Guidelines Establishing Standards for Safeguarding Customer Information as described in Part 364, Appendix B, of the FDIC's Rules and Regulations, 12 C.F.R. Part 364, Appendix B. The Board shall also appoint an Information Security Officer responsible for implementation and ongoing maintenance of the program, which shall include customer information and vendor risk assessments, strategies for mitigating risks, appropriate information security controls, employee training, regular testing of controls, and annual review of compliance by the Board.

c) Within ninety (90) days from the effective date of this Order, the Bank shall develop adequate written policies and procedures covering all facets of information security, operations, and development and/or acquisition of IT. Topics to be addressed shall be consistent with the Federal Financial Institutions Examination Council's Information Technology Examination Handbooks on Information Security, Operations, and Development and Acquisition. Policies shall be communicated to appropriate personnel with their acknowledgement recorded stating that they will abide by all policies. Annually, these policies shall be reviewed by management for necessary modifications and presented to the Board for approval.

d) Within ninety (90) days from the effective date of this Order, the Bank shall develop Disaster Recovery and Business Continuity Plans following the format detailed in the Federal Financial Institutions Examination Council's Business Continuity Planning Information Technology Examination Handbook. The Board shall approve the plans and ensure that they are communicated to appropriate personnel. A full and complete test of the plans shall be conducted with the testing scope and results documented and reported to the Board. The plan shall be tested annually thereafter.

e) Within one hundred twenty (120) days from the effective date of this Order, the Board shall ensure that all other deficiencies cited in the IT Examination Report are corrected, or document its best efforts to ensure that such deficiencies are corrected.

[.15] 13) DISCLOSURE TO SHAREHOLDERS

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 written shareholder communication, and (ii) in conjunction with its notice or proxy statement preceding the Bank's next shareholder meeting. The description shall fully describe this ORDER in all material respects. The description and any accompanying communication, statement, or notice shall be sent to the FDIC, Registration and Disclosure Section, 550 17th Street, Washington, D.C. 20429, and the Commissioner, 2990 Brandywine Road, Suite 200, Atlanta, GA 30341, for review at least twenty (20) days prior to dissemination to the shareholders. Any changes requested to be made by the FDIC or the Commissioner shall be made prior to dissemination of the description, communications, notice or statement.
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[.16] 14) COMPLIANCE PROGRAM

Within thirty (30) days from the effective date of this ORDER, the Board shall have in place a program that will provide for monitoring of the Bank's compliance with this ORDER. Following the adoption of the program, the Board shall review the Bank's compliance with this ORDER and record its review in the minutes of each regularly scheduled Board meeting.

[.17] 15) PROGRESS REPORTS

Within thirty (30) days of the end of the first quarter following the effective date of this ORDER, and within thirty (30) days of the end of each quarter thereafter, the Bank shall furnish written progress reports to the Supervisory Authorities detailing the form and manner of any actions taken to secure compliance with this ORDER and the results thereof. Such reports shall include a copy of the Bank's Report of Condition and the Bank's Report of Income. Such reports may be discontinued when the corrections required by this ORDER have been accomplished and the Supervisory Authorities have released the Bank in writing from making further reports.

This ORDER shall become effective ten (10) days from the date of its issuance. 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 Supervisory Authorities.

Pursuant to delegated authority.

Dated at Atlanta, Georgia, this 20th day of September, 2005.