Federal Deposit
Insurance Corporation

Subject to the acceptance of this STIPULATION AND CONSENT TO THE ISSUANCE OF AN ORDER OF PROHIBITION FROM FURTHER PARTICIPATION ("CONSENT AGREEMENT") by the Federal Deposit Insurance Corporation ("FDIC"), it is hereby stipulated and agreed by and between a representative of the Legal Division of the FDIC and K. Keith Fox ("Respondent") as follows:

1. The Respondent has been advised of the right to receive a NOTICE OF INTENTION TO PROHIBIT FROM FURTHER PARTICIPATION ("NOTICE") detailing the unsafe or unsound banking practices and breaches of fiduciary duty for which an ORDER OF PROHIBITION FROM FURTHER PARTICIPATION ("ORDER") may issue. The Respondent has been further advised of the right to a hearing on the charges under section 8(e) of the Federal Deposit Insurance Act ("Act"), 12 U.S.C. § 1818(e), and the FDIC Rules of Practice and Procedure, 12 C.F.R. Part 308.

2. The Respondent, solely for the purpose of this proceeding, and without admitting or denying any unsafe or unsound banking practices and breaches of fiduciary duty, hereby consents to the issuance of an ORDER by the FDIC.

3. The Respondent further stipulates and agrees that such ORDER shall become effective ten (10) days after its issuance by the FDIC. Thereafter, subject only to the conditions set forth in paragraph 4 of this CONSENT AGREEMENT, the ORDER shall be fully enforceable pursuant to the provisions of section 8(i) of the Act, 12 U.S.C. § 1818(i). Any violation of the ORDER could also subject the Respondent to the penalties set forth under section 8(j) of the Act, 12 U.S.C. § 1818(j).

4. In the event the FDIC accepts this CONSENT AGREEMENT and issues the ORDER, it is agreed that no action will be taken by the FDIC to enforce said ORDER unless the FDIC has reason to believe that the Respondent has violated or is about to violate any provision of the ORDER.

5. In the event the FDIC accepts the CONSENT AGREEMENT and issues the ORDER, the Respondent hereby waives: