Federal Deposit
Insurance Corporation

Roger K. Gwin, James R. Smail, Joseph M. Wachtel, John Barrington, and Paul A. Miller ("Respondents"), individually with a representative of the Legal Division of the Federal Deposit Insurance Corporation ("FDIC") executed a STIPULATION AND CONSENT TO THE ISSUANCE OF AN ORDER TO PAY ("CONSENT AGREEMENT") whereby the Respondents, solely for the purpose of this proceeding and without admitting or denying any violations of law or regulation for which civil money penalties may be assessed, consented and agreed to pay a civil money penalty in the amount specified below to the Treasury of the United States.

After taking into account the CONSENT AGREEMENT, the appropriateness of the penalty with respect to the financial resources and good faith of the Respondents, the gravity of the violations, the history of previous violations, and such other matters as justice may require, the FDIC accepts the CONSENT AGREEMENT and issues the following:

ORDER TO PAY

IT IS HEREBY ORDERED, that by reason of the violations set forth in paragraph 3 of the CONSENT AGREEMENT, civil money penalties be, and hereby are, assessed against the Respondents in the following amounts:

The Respondents shall pay the civil money penalties to the Treasury of the United States.

IT IS FURTHER ORDERED that the Respondents are prohibited from seeking or accepting indemnification from any insured depository institution for the civil money penalties assessed and paid in this matter.

This ORDER TO PAY shall be effective upon issuance.

Pursuant to delegated authority.

Dated at Washington, D.C., this day of __________, 2002.